Chapter 111

2007 -- S 0829

Enacted 06/27/07

A N A C T

RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- BUSINESS CORPORATIONS

Introduced By: Senator William A. Walaska

Date Introduced: March 07, 2007

It is enacted by the General Assembly as follows:

     SECTION 1. Section 7-1.2-1301 of the General Laws in Chapter 7-1.2 entitled "Rhode

Island Business Corporation Act" is hereby amended to read as follows:

7-1.2-1301. Voluntary dissolution by incorporators. -- (a) A corporation which has not

commenced business and which has not issued any shares, may be voluntarily dissolved by its

incorporators at any time in the following manner:

      (1) Articles of dissolution are executed by a majority of the incorporators, and verified

by them, and state:

      (i) The name of the corporation.

      (ii) The date of issuance of its certificate of incorporation.

      (iii) That none of its shares have been issued.

      (iv) That the corporation has not commenced business.

      (v) That the amount, if any, actually paid in on subscriptions for its shares, less any part

of the amount disbursed for necessary expenses, has been returned to those entitled to it.

      (vi) That no debts of the corporation remain unpaid.

      (vii) That a majority of the incorporators elect that the corporation be dissolved.

      (2) The original articles of dissolution are delivered to the secretary of state. If the

secretary of state finds that the articles of dissolution conform to law, the secretary of state shall,

when all fees and franchise taxes have been paid:

      (i) Endorse on the original the word "Filed," and the month, day, and year of the filing.

      (ii) File the original in his or her office.

      (iii) Issue a certificate of dissolution.

(3) If the corporation is dissolved prior to the effective date stated on the articles of

incorporation, no franchise taxes shall be due.

      (b) The certificate of dissolution is delivered to the incorporators or their representative.

Upon the issuance of the certificate of dissolution by the secretary of state, the existence of the

corporation ceases.

     SECTION 2. This act shall take effect upon passage.

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LC02409

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