Senate Bill #618 (2017)
AN ACT RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS - RHODE ISLAND NONPROFIT CORPORATION ACT
Simplifies process for foreign corporations to obtain certificate of authority by producing only certificate of good standing legal assistance from incorporating state or country.
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2017-03-16: Introduced, referred to Senate Commerce
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2017-03-31: Scheduled for hearing and/or consideration (04/06/2017)
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2017-04-06: Committee recommended measure be held for further study
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2017-04-21: Scheduled for consideration (04/25/2017)
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2017-04-25: Committee recommends passage of Sub A
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2017-04-26: Placed on Senate Calendar
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2017-04-26: Placed on Senate Calendar (05/02/2017)
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2017-05-02: Senate passed Sub A
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2017-05-03: Referred to House Corporations
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2017-05-26: Scheduled for consideration (05/30/2017)
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2017-05-30: Committee recommends passage of Sub A in concurrence
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2017-06-09: Placed on the House Consent Calendar (06/14/2017)
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2017-06-14: House passed Sub A in concurrence
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2017-06-14: Transmitted to Governor
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2017-06-19: Signed by Governor
Changes since original draft
2017 – S 0618- 2017 – S 0618 SUBSTITUTE A
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LC001707- LC001707/SUB A
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S TATE OF RHODE IS L AND IN GENERAL ASSEMBLY JANUARY SESSION, A.D. 2017 ____________ A N A C T- S T A T E O F R H O D E I S L A N D
- IN GENERAL ASSEMBLY
- JANUARY SESSION, A.D. 2017
- ____________
- A N A C T
- RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS - RHODE
ISLAND NONPROFIT CORPORATION ACT- ISLAND NONPROFIT CORPORATION ACT
- Introduced By: Senators Lombardo, Archambault, and Algiere
- Date Introduced: March 16, 2017
- Referred To: Senate Commerce
It is enacted by the GeneralAssembly as follows: SECTION 1. Section 7-6-75 of the General Laws in Chapter 7-6 entitled "Rhode Island Nonprofit Corporation Act"is hereby amended to read as follows: 7-6-75. Filing of application for certificate of authority. (a) The application of the corporation for a certificate of authority shall be delivered to the secretary of state, together with a copy of its articles of incorporation and allamendments to it, duly certified by the proper officer of the state or country under the laws of which it is incorporated together with a certificate of good standing or legal existence issued by the proper officer of the state or country under the laws of which it is incorporated. (b) If the secretary of state finds that the application conforms to law, the secretary of state shall, when allfees have been paid as prescribed in this chapter: (1) Endorse on the documents the word "Filed," and the month, day, and year of the filing. (2) File in the secretary of state's office the originalof the application and the copy of the articles of incorporation and amendments to it certificate of good standing or legal existence issued by the proper officer of the state or country under the laws of which it is incorporated. (3) Issue a certificate of authority to conduct affairs in this state. (c) The certificate of authority shall be delivered to the corporation or its representative. SECTION 2. This act shalltake effect upon passage. ======== LC001707 ======== LC001707 - Page 2of 3 EXPLANATION BY THE LEGISLATIVE COUNCIL OF A N A C T RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS - RHODE ISLAND NONPROFIT CORPORATION ACT *** This act would simplify the application process of a foreign corporation to obtain a certificate of authority by requiring it to produce only a certificate of good standing or legal existence by a proper officer of the state or country where it was incorporated. This act would take effect upon passage. ======== LC001707 ======== LC001707 - Page 3of 3- (Secretary of State)
- It is enacted by the General Assembly as follows:
- SECTION 1. Sections 7-6-74, 7-6-75 and 7-6-76 of the General Laws in Chapter 7-6 entitled "Rhode Island Nonprofit Corporation Act" are hereby amended to read as follows:
- 7-6-74. Application for certificate of authority Application by foreign corporation for certificate of authority.
- (a) A foreign corporation, in order to procure a certificate of authority to conduct affairs in this state, shall apply for it with the secretary of state. The application shall set forth:
- (1) The name of the corporation and the state or country under the laws of which it is incorporated.
- (2) The date of incorporation and the period of duration of the corporation.
- (3) The street address of the principal office of the corporation.
- (4) The address of the proposed registered office of the corporation in this state, and the name of its proposed registered agent in this state at the address.
- (5) The purpose or purposes of the corporation which it proposes to pursue in conducting its affairs in this state.
- (6) The names and respective addresses of the directors and officers of the corporation.
- (7) The additional information as is necessary or appropriate to enable the secretary of state to determine whether the corporation is entitled to a certificate of authority to conduct affairs in this state.
- (b) The application shall be made on forms prescribed and furnished by the secretary of state and shall be executed in duplicate by the corporation by its president or a vice president and by its secretary or an assistant secretary.
- 7-6-75. Filing of application for certificate of authority Filing of application by foreign corporation for certificate of authority.
- (a) The application of the corporation for a certificate of authority shall be delivered to the secretary of state, together with a copy of its articles of incorporation and all amendments to it, duly certified by the proper officer of the state or country under the laws of which it is incorporated together with a certificate of good standing or legal existence issued by the proper officer of the state or country under the laws of which it is incorporated.
- (b) If the secretary of state finds that the application conforms to law, the secretary of state shall, when all fees have been paid as prescribed in this chapter:
- (1) Endorse on the documents the word "Filed," and the month, day, and year of the filing.
- (2) File in the secretary of state's office the original of the application and the copy of the articles of incorporation and amendments to it certificate of good standing or legal existence issued by the proper officer of the state or country under the laws of which it is incorporated.
- (3) Issue a certificate of authority to conduct affairs in this state.
- (c) The certificate of authority shall be delivered to the corporation or its representative.
- 7-6-76. Effect of certificate of authority Effect of certificate of authority by foreign corporation.
- Upon the issuance of a certificate of authority by the secretary of state, the corporation is authorized to conduct affairs in this state for those purposes set forth in its application, subject, however, to the right of the state to suspend or to revoke the authority as provided in this chapter. and would also clarify the tables of §§7-6-74, 7-6-75, and 7-6-76 to include a reference to foreign corporations.
- SECTION 2. This act shall take effect upon passage.
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- LC001707/SUB A
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- EXPLANATION
- BY THE LEGISLATIVE COUNCIL
- OF
- A N A C T
- RELATING TO CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS - RHODE
- ISLAND NONPROFIT CORPORATION ACT
- ***
- This act would simplify the application process of a foreign corporation to obtain a certificate of authority by requiring it to produce only a certificate of good standing or legal existence by a proper officer of the state or country where it was incorporated and would also clarify the titles of §§7-6-74, 7-6-75 and 7-6-76 to include a reference to foreign corporations.
- This act would take effect upon passage. ======== LC001707/SUB A ========
Votes
NOTE: Electronic voting records are unofficial and may not be accurate. For an official vote tally, check the
House or Senate Journal from the day of the vote.
May 02, 2017 at 4:55pm
Yeas: 37 /
Nays: 0 /
Not voting: 0 /
Recused: 0
Floor vote for PASSAGE
IN CONCURRENCE
June 14, 2017 at 4:34pm
Yeas: 72 /
Nays: 0 /
Not voting: 3 /
Recused: 0