Rhode Island General Laws 7-1.2-1312. Withdrawal of certificate of revocation
(a) Within 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of revocation and retroactively reinstate the corporation in good standing as if its articles of incorporation had not been revoked, except as subsequently provided: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);
(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.
Terms Used In Rhode Island General Laws 7-1.2-1312
- 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.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Filing: means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-1.2-106
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- real estate: may be construed to include lands, tenements, and hereditaments and rights thereto and interests therein. See Rhode Island General Laws 43-3-10
- State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106
(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 that 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.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 36, § 36; P.L. 2005, ch. 72, § 36; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2006, ch. 163, § 1; P.L. 2006, ch. 188, § 1; P.L. 2021, ch. 385, § 1, effective July 13, 2021; P.L. 2021, ch. 386, § 1, effective July 13, 2021.