(a)  The articles of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that:

(1)  The corporation procured its articles of incorporation through fraud; or

(2)  The corporation has continued to exceed or abuse the authority conferred upon it by law; or

(3)  The corporation has failed to file its annual report within the time required by this chapter, or with respect to any corporation in good corporate standing on the records of the secretary of state on or after July 1, 2019, has failed to pay any required fees to the secretary of state when they have become due and payable, or the secretary of state has received notice from the division of taxation, in accordance with § 44-11-26.1, that the corporation has failed to pay corporate taxes; or

(4)  The corporation has failed for thirty (30) days to appoint and maintain a registered agent in this state as required by this chapter; or

(5)  The corporation has failed, after change of its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter; or

(6)  The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter; or

(7)  A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.

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Terms Used In Rhode Island General Laws 7-1.2-1310

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: means the original or restated articles of incorporation and all of their amendments including agreements of merger. See Rhode Island General Laws 7-1.2-106
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • domestic corporation: means a corporation for profit subject to the provisions of this chapter, except a foreign corporation. See Rhode Island General Laws 7-1.2-106
  • Fraud: Intentional deception resulting in injury to another.
  • State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8

(b)  No articles of incorporation of a corporation may be revoked by the secretary of state unless:

(1)  The secretary of state gives the corporation notice thereof not less than sixty (60) days prior to such revocation by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state’s office, which notice shall specify the basis for the revocation; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable by the United States Postal Service for any reason, the secretary of state gives notice as follows:

(i)  To the corporation at its principal office of record as shown in its most recent annual report, and no further notice is required; or

(ii)  In the case of a domestic corporation that has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice is required; and

(2)  The corporation fails prior to revocation to file the annual report or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.

History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.