Chapter
247
2003
-- H 5768
Enacted
07/17/03
AN ACT
RELATING TO CORPORATIONS,
ASSOCIATIONS AND PARTNERSHIPS -- BUSINESS
CORPORATIONS
Introduced By:
Representative Gordon D. Fox
Date Introduced:
February 11, 2003
It is enacted by the General
Assembly as follows:
SECTION
1. Sections 7-1.1-88.1 and 7-1.1-115.1 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) ten
(10) 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incorporation had not been revoked, except as subsequently provided: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. ; and
(3)
Upon the filing by the corporation of a certificate of good standing from the
Rhode
Island Division of Taxation.
(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the certificate of revocation is proposed to be withdrawn, then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.
7-1.1-115.1.
Withdrawal of certificate of revocation. – (a) Within five (5) ten (10)
years
after issuing a certificate of
revocation as provided in section 7-1.1-115, the secretary of state
may withdraw the certificate of
revocation retroactively and retroactively reinstate the
corporation in good standing as
though its certificate of authority 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
stated in subdivisions (1) through
(3) of section 7-1.1-115(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. ; and
(3)
Upon the filing by the corporation of a certificate of good standing from the
Rhode
Island Division of Taxation.
(b)
If, as permitted by the provisions of this title, another corporation, whether
business
or nonprofit, limited partnership
or limited liability company, 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 on the
reinstated corporation's amending
its application for a certificate of authority or otherwise
complying with the provisions of
this chapter with respect to the use of the name available to it
under the laws of this state.
SECTION
2. Sections 7-6-58 and 7-6-87 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) ten
(10) 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) of section 7-6-56; and
(2)
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.
(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.
7-6-87.
Withdrawal of certificates of revocation. -- Within five (5) ten
(10) years after
issuing a certificate of revocation
as provided in section 7-6-86, the secretary of state may
withdraw the certificate of
revocation and reinstate the corporation in good standing:
(1)
Upon the filing by the corporation of the documents it had previously failed to
file as
set forth in subsections (a)(1)
through (a)(4), inclusive, of section 7-6-85; and
(2)
(i) Upon the payment by the corporation of a penalty 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)
If as permitted by section 7-6-72(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
regarding or reserved or registered 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 a
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.
SECTION
3. Section 7-16-43 of the General Laws in Chapter 7-16 entitled "The Rhode
Island Limited Liability Company
Act" is hereby amended to read as follows:
7-16-43.
Withdrawal of certificate of revocation. -- (a) Within five (5)
ten (10) years
after issuing a certificate of
revocation as provided in section 7-16-42, the secretary of state may
withdraw the certificate of
revocation and retroactively reinstate the limited liability company in
good standing as if its certificate
of organization had not been revoked except as subsequently
provided:
(1)
On the filing by the limited liability company of the documents it had
previously
failed to file as set forth in
subdivisions (3) through (6) of section 7-16-41(a); and
(2)
On the payment by the corporation limited liability company of a
penalty in the
amount of fifty dollars ($50.00)
and an additional fifty dollars ($50.00) for each year or part of
year that has elapsed since the
issuance of the certificate of revocation less the fifty dollars
($50.00) paid under the immediately
preceding clause. ; and
(3)
Upon the filing by the limited liability company of a certificate of good
standing from
the Rhode Island Division of
Taxation.
(b)
If, as permitted by the provisions of this chapter or chapters 1.1, 6, or 13 of
this title,
another limited liability company,
business or nonprofit corporation or a limited partnership, or in
each case domestic or foreign,
authorized and qualified to transact business in this state, bears or
has filed a fictitious business
name statement as to or reserved or registered a name which is the
same as, or deceptively similar to,
the name of the limited liability company 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 on the reinstated limited liability
company's amending its articles of
organization so as to designate a name which is not the same
as, or deceptively similar to, its
former name.
SECTION 4. This act shall take effect upon passage.
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LC02175
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