(a)  A foreign corporation authorized to transact business in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. To procure a certificate of withdrawal, the foreign corporation must deliver to the secretary of state an application for withdrawal, stating:

(1)  The name of the corporation and the state or country under the laws of which it is incorporated.

(2)  That the corporation is not transacting business in this state.

(3)  That the corporation surrenders its authority to transact business in this state.

(4)  That the corporation revokes the authority of its registered agent in this state to accept service of process and consents that service of process in any action, suit, or proceeding based upon any cause of action arising in this state during the time the corporation was authorized to transact business in this state may subsequently be made on the corporation by service on the secretary of state.

(5)  The post office address to which the secretary of state may mail a copy of any process against the corporation that is served on the secretary of state.

lawyer at desk

Ask a business law question, get an answer ASAP!
Thousands of highly rated, verified business lawyers.
Click here to chat with a lawyer about your rights.

Terms Used In Rhode Island General Laws 7-1.2-1412

  • 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
  • Foreign corporation: means a corporation for profit organized under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter. See Rhode Island General Laws 7-1.2-106
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106
  • Trustee: A person or institution holding and administering property in trust.

(b)  If the corporation is in the hands of a receiver or trustee, the application for withdrawal must be executed on behalf of the corporation by the receiver or trustee.

History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.