(a)  A duly authorized foreign corporation in the state of Rhode Island that converts into any form of foreign other entity subject to the provisions of title 7 and the resulting entity is required to file for authority to transact business in this state may apply for a transfer of authority in the office of the secretary of state by filing:

(1)  An application for transfer of authority that has been executed and filed in accordance with the provisions of § 7-1.2-105; and

(2)  An application for authority to transact business in the state of Rhode Island for the resulting entity type; and

(3)  A certificate of legal existence or good standing issued by the proper officer of the state or country under the laws of which the resulting entity has been formed.

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Terms Used In Rhode Island General Laws 7-1.2-1411.1

  • 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.
  • Executed: means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-1.2-106
  • 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
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106

(b)  The application for transfer of authority shall state:

(1)  The name of the corporation;

(2)  The type of other entity into which it has been converted; and

(3)  The jurisdiction whose laws govern its internal affairs.

(c)  Upon the effective time and date of the application for transfer of authority, the authority of the corporation authorized to transact business under this chapter shall be transferred without interruption to the other entity which shall thereafter hold such authority subject to the provisions of the laws of the state of Rhode Island applicable to that type of resulting entity.

History of Section.
P.L. 2012, ch. 71, § 1; P.L. 2012, ch. 79, § 1.