Rhode Island General Laws 7-1.2-1324. Survival of remedy after dissolution
The dissolution of a corporation either:
(a) By the issuance of a certificate of dissolution by the secretary of state; or
(b) By a decree of court when the court has not liquidated the assets and business of the corporation as provided in this chapter; or
(c) By expiration of its period of duration; does not take away or impair any remedy available to or against the corporation, its directors, officers, or shareholders, for any right or claim existing, or any liability incurred, prior to the dissolution if action or other proceeding on the right, claim, or liability is commenced within two (2) years after the date of the dissolution. Any action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have power to take any corporate or other action that is appropriate to protect the remedy, right, or claim. If the corporation was dissolved by the expiration of its period of duration, the corporation may amend its articles of incorporation at any time during the period of two (2) years so as to extend its period of duration.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
Terms Used In Rhode Island General Laws 7-1.2-1324
- 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
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106