Rhode Island General Laws 7-6-78. Change of registered office or registered agent of foreign corporation
(a) A foreign corporation authorized to conduct affairs in this state may change its registered office or its registered agent, or both, upon filing in the office of the secretary of state a statement setting forth:
(1) The name of the corporation;
(2) The address of its then-registered office;
(3) If the address of its registered office be changed, the address to which the registered office is to be changed;
(4) The name of its registered agent;
(5) If its registered agent be changed, the name of its successor registered agent;
(6) That the address of its registered office and the address of the office of its registered agent, as changed, will be identical;
(7) That the change was authorized by an adopted resolution of its board of directors.
Terms Used In Rhode Island General Laws 7-6-78
- Board of directors: means the group of persons vested with the management of the affairs of the corporation (including, without being limited to, a board of trustees) regardless of the name by which the group is designated. See Rhode Island General Laws 7-6-2
- 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 7-6-2
- 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 7-6-2
- Foreign corporation: means a nonprofit corporation organized under laws other than the laws of this state. See Rhode Island General Laws 7-6-2
(b) The statement shall be executed by the corporation by its president or a vice president 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 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 in this state appointed by a foreign corporation may resign as the agent upon filing a written notice of resignation, executed in duplicate, with the secretary of state who shall immediately mail a copy of it to the foreign corporation at its principal office in the state or country under the laws of which it is incorporated as shown by its most recent annual report. The appointment of the agent terminates upon the expiration of 30 days after receipt of the notice by the secretary of state.
(d) If a registered agent changes the registered agent’s business address to another place within the state, the registered agent may change the address and the address of the registered office of any corporations of which he, she, or it is registered agent by filing a statement as required above except that it need be signed only by the registered agent, need not be responsive to subsections (a)(5) and (a)(7), and must recite that a copy of the statement has been mailed to each corporation.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.