2021 -- H 5051

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LC000729

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     STATE OF RHODE ISLAND

IN GENERAL ASSEMBLY

JANUARY SESSION, A.D. 2021

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A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATION ACT

     Introduced By: Representative Jacquelyn M. Baginski

     Date Introduced: January 22, 2021

     Referred To: House Corporations

     It is enacted by the General Assembly as follows:

     SECTION 1. Sections 7-1.2-1312 and 7-1.2-1416 of the General Laws in Chapter 7-1.2

entitled "Rhode Island Business Corporation Act" are hereby amended to read as follows:

     7-1.2-1312. Withdrawal of certificate of revocation.

     (a) Within ten (10) twenty (20) years after issuing a certificate of revocation as provided in

§ 7-1.2-1311, the secretary of state may withdraw the certificate of revocation and retroactively

reinstate the corporation in good standing as if its articles of incorporation had not been revoked,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) -- (6) of § 7-1.2-1310(a); and

     (2) Upon the payment by the corporation of a penalty for each year or part of a year that

has elapsed since the issuance of the certificate of revocation.

     (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, limited-liability 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 not distinguishable upon

the records of the secretary of state from 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certificate of revocation is proposed to be withdrawn, then the secretary of state shall condition the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

distinguishable upon the records of the secretary of state from 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) of this section, 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 articles of incorporation is deemed

to be revested in the corporation without further act or deed.

     7-1.2-1416. Withdrawal of certificate of revocation.

     (a) Within ten (10) twenty (20) years after issuing a certificate of revocation as provided in

§ 7-1.2-1415, 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 subsections (a)(1) -- (a)(4) of § 7-1.2-1414.

     (2) Upon the payment by the corporation of a penalty 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, limited-liability 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 not distinguishable upon the

records of the secretary of state from 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 distinguishable

upon the records of the secretary of state from 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

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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.

     SECTION 2. Section 7-6-58 of the General Laws in Chapter 7-6 entitled "Rhode Island

Nonprofit Corporation Act" is hereby amended to read as follows:

     7-6-58. Withdrawal of certificate of revocation.

     (a) Within ten (10) twenty (20) years after issuing a certificate of revocation as provided in

§ 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 § 7-6-56(a)(3) -- (a)(6); 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 § 7-6-11(b)(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 that is the same as 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 that is distinguishable

upon the records of the secretary of state from 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

re-vested in the corporation without further act or deed.

     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 ten (10) twenty (20) years after issuing a certificate of revocation as provided in

§ 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 or

certificate of registration 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) -- (6) of § 7-16-41(a);

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     (2) On the payment by the limited-liability company of a penalty in the amount of fifty

dollars ($50.00) for each year or part of year that has elapsed since the issuance of the certificate

of revocation; 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 1.2, 6, 12, or 13 of this title,

another limited-liability company, business or nonprofit corporation, registered limited liability

partnership 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 that is the same as, 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 or certificate of registration so as to designate a

name that is not the same as its former name.

     SECTION 4. This act shall take effect upon passage.

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EXPLANATION

BY THE LEGISLATIVE COUNCIL

OF

A N   A C T

RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS -- RHODE

ISLAND BUSINESS CORPORATION ACT

***

     This act would increase the time that the secretary of state can withdraw a certificate of

revocation for a corporation, nonprofit corporation, or limited liability company from ten (10) to

twenty (20) years without the corporation or limited liability company being required to seek

reinstatement by the legislature.

     This act would take effect upon passage.

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