A N A C T
RELATING TO BUSINESS CORPORATIONS - - CONTINUING CORPORATE POWERS
It is enacted by the General Assembly as follows:
SECTION 1. Sections 7-1.1-88.1 and 7-1.1-98.1 of the General Laws in Chapter 7-1.1 entitled "Business Corporations" are hereby amended to read as follows:
7-1.1-88.1. Withdrawal of certificate of revocation -- (a) Within five (5) years after issuing a certificate of revocation as provided in section 7-1.1-88, the secretary of state may withdraw the certificate of revocation and retroactively reinstate the corporation in good standing as if its certificate of incorporation had not been revoked, except as subsequently provided:
(1) Upon the filing by the corporation of the documents it had previously failed to file as set forth in subdivisions (3) through (6) inclusive, of section 7-1.1-87(a); and
(2) Upon the payment by the corporation of a penalty in the amount of fifty dollars ($50.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation.
(b) If, as permitted by the provisions of this title, another corporation, whether business or nonprofit limited partnership or limited liability company, or domestic or foreign, qualified to transact business in this state, bears or has filed a fictitious business name statement with respect to or reserved or registered a name which is the same as, or deceptively similar to, the name of a corporation with respect to which the certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation's amending its articles of incorporation or otherwise complying with the provisions of this chapter with respect to the use of a name available to it under the laws of this state so as to designate a name which is not the same as, or deceptively similar to, its former name.
(c) Upon the withdrawal of the certificate of revocation and reinstatement of the corporation in good standing as provided in subsection (a), title to any real estate, or any interest in real estate, held by the corporation at the time of the issuance of the certificate of revocation and not conveyed subsequent to the revocation of its certificate of incorporation shall be deemed to be revested in the corporation without further act or deed.
7-1.1-98.1. Continuation of certain corporate powers -- Any corporation dissolved in any manner under this chapter or any corporation whose existence is terminated under section 44-12-8 or any corporation whose certificate of incorporation is revoked by the secretary of state under section 7-1.1-87 nevertheless continues for two (2) five (5) years after the date of the dissolution or , termination or revocation for the purpose of enabling it to settle and close its affairs, to dispose of and convey its property, to discharge its liabilities, and to distribute its assets, but not for the purpose of continuing the business for which it was organized. The shareholders, directors, and officers have power to take any corporate or other action that is appropriate to carry out the purposes of this section.
SECTION 2. Sections 7-6-58 and 7-6-69 of the General Laws in Chapter 7-6 entitled "Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:
7-6-58. Withdrawal of certificate of revocation. - (a) Within five (5) years after issuing a certificate of revocation as provided in section 7-6-57, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing:
(1) Upon filing by the corporation of the documents it had previously failed to file as set forth in subsections (a)(3) -- (a)(6), inclusive, of section 7-6-56; and
(2) (i) Upon the payment by the corporation of a penalty in the amount of twenty-five dollars ($25.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation.
(ii) (b) If as permitted by section 7-6-11(2) another corporation, whether business or nonprofit, or domestic or foreign qualified to transact business in this state, bears or has filed a fictitious business name statement with respect to or reserved or registered in a name which is the same as, or deceptively similar to, the name of a corporation regarding which the certificate of revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation's amending its articles of incorporation so as to designate a name which is not the same as, or deceptively similar to, its former name.
(c) Upon the withdrawal of the certificate of revocation and reinstatement of the corporation in good standing as provided in subsection (a), title to any real estate, or any interest in real estate, held by the corporation at the time of the issuance of the certificate of revocation and not conveyed subsequent to the revocation of its certificate of incorporation shall be deemed to be revested in the corporation without further act or deed.
7-6-69. Continuation of certain corporate powers. -- Any corporation dissolved in any manner under this chapter or any corporation whose certificate of incorporation is revoked by the secretary of state under section 7-6-56 nevertheless continues for two (2) five (5) years after the date of the dissolution or revocation for the purpose of enabling it to settle and close out its affairs, to dispose of and convey its property, to discharge its liabilities, and to distribute its assets, but not for the purpose of continuing the activities for which it was organized. The members, directors, and officers have power to take any corporate or other action that is appropriate to carry out the purposes of this section.
SECTION 3. This act shall take effect upon passage.