(a)  A foreign corporation authorized to conduct affairs in this state may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign corporation shall deliver to the secretary of state an application for withdrawal, setting forth:

(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 conducting affairs in this state;

(3)  That the corporation surrenders its authority to conduct affairs 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 conduct affairs in this state may subsequently be made on the corporation by service on the secretary of state;

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

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Terms Used In Rhode Island General Laws 7-6-83

  • 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
  • Foreign corporation: means a nonprofit corporation organized under laws other than the laws of this state. See Rhode Island General Laws 7-6-2
  • Service of process: The service of writs or summonses to the appropriate party.
  • Trustee: A person or institution holding and administering property in trust.

(b)  The application for withdrawal shall be made on forms prescribed and furnished by the secretary of state and shall be executed by the corporation by its president or a vice president and by its secretary or an assistant secretary, or, if the corporation is in the hands of a receiver or trustee, shall be executed on behalf of the corporation by the receiver or trustee.

History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.