Title 42
State Affairs and Government

Chapter 64
Rhode Island Commerce Corporation

§ 42-64-7.3. Voluntary dissolution of a subsidiary public corporation.

(a) A subsidiary public corporation may be dissolved only by approval and authorization of the general assembly, directing the adoption of a resolution to dissolve the subsidiary public corporation by the board of directors of the parent corporation. Upon the adoption of the resolution, a statement of intent to dissolve shall be executed in duplicate by the subsidiary public corporation by its president or a vice president and by its secretary or an assistant secretary, which statement shall set forth:

(1) The name of the subsidiary public corporation;

(2) The names and respective addresses of its officers;

(3) The names and respective addresses of its directors;

(4) A copy of the approval and the authorization from the general assembly and a copy of the resolution adopted by the board of directors of the parent corporation authorizing the dissolution of the subsidiary public corporation; and

(5) If, pursuant to subsection (c), the date when the subsidiary public corporation is to cease to carry on its business is to be subsequent to the date of the filing, the date when the corporation is to cease to carry on its business.

(b) Duplicate originals of the statement of intent to dissolve shall be delivered to the secretary of state. If the secretary of state finds that the statement conforms to law, the secretary shall:

(1) Endorse on each of the duplicate originals the word “Filed,” and the month, day, and year of the filing;

(2) File one of the duplicate originals in the secretary's office; and

(3) Return the other duplicate original to the subsidiary public corporation or its representative.

(c) Upon the filing by the secretary of state of a statement of intent to dissolve, or upon a later date, not more than thirty (30) days after the filing, as may be set forth in the statement, the subsidiary public corporation shall cease to carry on its business, except insofar as may be necessary for the winding up, but its corporate existence shall continue until a certificate of dissolution has been issued by the secretary of state.

(d) After the filing by the secretary of state of a statement of intent to dissolve:

(1) The subsidiary public corporation shall immediately cause notice to be mailed to each known creditor of the subsidiary public corporation; and

(2) The subsidiary public corporation shall proceed to collect its assets, sell, or otherwise dispose of any of its properties that are not to be distributed in kind to the parent corporation, pay, satisfy, and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all of its obligations, distribute the remainder of its assets, either in cash or in kind, to the parent corporation.

(e) When all debts, liabilities, and obligations of the subsidiary public corporation have been paid and discharged, or adequate provision has been made, and all of the remaining property and assets of the subsidiary public corporation have been distributed to the parent corporation, articles of dissolution shall be executed in duplicate by the subsidiary public corporation by its president or a vice president and by its secretary or an assistant secretary, which statement shall set forth:

(1) The name of the subsidiary public corporation;

(2) That the secretary of state has filed a statement of intent to dissolve the subsidiary public corporation, and the date on which the statement was filed;

(3) That all debts, obligations, and liabilities of the subsidiary public corporation have been paid and discharged or that adequate provision has been made for their payment or discharge;

(4) That all of the remaining property and assets of the subsidiary public corporation have been distributed to the parent corporation; and

(5) That there are no suits pending against the subsidiary public corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.

(f)(1) Duplicate originals of the articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary shall:

(i) Endorse on each of these duplicate originals the word “Filed,” and the month, day, and year of the filing;

(ii) File one of these duplicate originals in the secretary's office; and

(iii) Issue a certificate of dissolution to which the secretary shall affix the other duplicate original.

(2) The certificate of dissolution, together with the duplicate original of the articles of dissolution affixed to the certificate of dissolution by the secretary of state, shall be returned to the representative of the dissolved subsidiary public corporation. Upon the issuance of the certificate of dissolution the existence of the subsidiary public corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by directors and officers as provided in this section.

(g) The dissolution of a subsidiary public corporation either: (1) by the issuance of a certificate of dissolution by the secretary of state, or (2) by expiration of its period of duration, shall not take away or impair any remedy available to or against the subsidiary public corporation, its directors, or officers, for any right or claim existing, or any liability incurred, prior to the dissolution if any action or other proceeding by or against the subsidiary public corporation is commenced within two (2) years after the date of the dissolution. Any action or proceeding by or against the subsidiary public corporation may be prosecuted or defended by the subsidiary public corporation in its corporate name. The directors and officers shall have power to take any corporate or other action appropriate to protect the remedy, right, or claim.

(h) The approval and authorization of the general assembly to dissolve the Quonset/Davisville Management Corporation established pursuant to § 42-64-7.1(a)(2)(i), shall be deemed to have been granted by the enactment of chapter 64.10 of this title, creating the Quonset Development Corporation, and the Quonset/Davisville Management Corporation shall be dissolved upon the establishment of the Quonset Development Corporation pursuant to the provisions of chapter 64.10 of this title.