(a)  A foreign corporation authorized to transact business in this state may change its registered office or change its registered agent, or both, upon filing in the office of the secretary of state a statement stating:

(1)  The name of the corporation.

(2)  The address of its then registered office.

(3)  If the address of its registered office is changed, the address to which the registered office is to be changed.

(4)  The name of its then registered agent.

(5)  If its registered agent is changed, the name of its successor registered agent.

(6)  The address of its registered office and the address of the business office of its registered agent, as changed.

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Terms Used In Rhode Island General Laws 7-1.2-1409

  • 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
  • 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
  • State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106

(b)  The statement must be executed by an authorized representative of the corporation and delivered to the secretary of state. If the secretary of state finds that the statement conforms to the provisions of this chapter, the secretary of state shall file the statement in his or her office, and upon the filing, the change of address of the registered office, or the appointment of a new registered agent, or both, becomes effective.

(c)  Any registered agent of a foreign corporation may resign as the agent upon filing a written notice of resignation with the secretary of state, who shall immediately mail a copy of the notice to the corporation at its principal office in the state or country under the laws of which it is incorporated. The appointment of the agent terminates upon the expiration of thirty (30) days after receipt of the notice by the secretary of state.

(d)  If a registered agent changes his or her or its business address to another place within the state, he or she or it may change the address and the address of the registered office of any corporations of which he or she or it is registered agent by filing a statement as required above except that it must be signed only by the registered agent, need not be responsive to subsection (a)(5), and must recite that a copy of the statement has been mailed to each corporation.

History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1.