(a)  The certificate of authority of a foreign corporation to conduct affairs in this state may be revoked by the secretary of state upon the conditions prescribed in this section when:

(1)  The corporation has failed to file its annual report within the time required by this chapter or has failed to pay any fees or penalties prescribed by this chapter when they have become due and payable;

(2)  The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter;

(3)  The corporation has failed, after change of its registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter;

(4)  The corporation has failed to file in the office of the secretary of state any amendment to its articles of incorporation or any articles of merger within the time prescribed by this chapter;

(5)  The certificate of authority of the corporation was procured through fraud practiced upon the state;

(6)  The corporation has continued to exceed or abuse the authority conferred upon it by this chapter; or

(7)  A misrepresentation has been made of any material matter in any application, report, affidavit, or other document submitted by the corporation pursuant to this chapter.

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 7-6-85

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • 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 or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations and/or entities. 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.
  • Foreign corporation: means a nonprofit corporation organized under laws other than the laws of this state. See Rhode Island General Laws 7-6-2
  • Fraud: Intentional deception resulting in injury to another.
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8

(b)  No certificate of authority of a foreign corporation shall be revoked by the secretary of state unless:

(1)  The secretary of state shall have given the corporation not less than sixty (60) days notice thereof by regular mail addressed to the registered office of the corporation in this state on file with the secretary of state’s office; provided, however, that if a prior mailing addressed to the registered office of the corporation in this state currently on file with the secretary of state’s office has been returned to the secretary of state as undeliverable by the United States Postal Service for any reason, or if the revocation notice is returned as undeliverable to the secretary of state’s office by the United States Postal Service for any reason, the secretary of state shall give notice as follows:

(i)  To the corporation at its principal office of record as shown in its most recent annual report, and no further notice shall be required; or

(ii)  In the case of a foreign corporation that has not yet filed an annual report, then to the corporation at its principal office shown in its application for certificate of authority, and no further notice shall be required; and

(2)  The corporation fails prior to revocation to file the annual report, pay the fees or penalties, file the required statement of change of registered agent, file the articles of amendment or articles of merger, or correct the misrepresentation.

History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2001, ch. 26, § 2; P.L. 2001, ch. 268, § 2.