(a)  The corporation may amend its articles of incorporation by filing with the secretary of state articles of amendment which must state:

(1)  The name of the corporation.

(2)  The amendment so adopted.

(3)  The date of the adoption of the amendment by the shareholders or by the board of directors where no shares have been issued.

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Terms Used In Rhode Island General Laws 7-1.2-905

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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.
  • 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
  • Shares: means the units into which the proprietary interests in a corporation are divided. 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)  No amendment may affect any existing cause of action in favor of or against the corporation, or any pending suit to which the corporation is a party, or the existing rights of persons other than shareholders; and, in the event the corporate name is changed by amendment, no suit brought by or against the corporation under its former name abates for that reason.

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.