Corporations, Associations, and Partnerships
Rhode Island Business Corporation Act
Dissolution and Revocation
§ 7-1.2-1305 Revocation of voluntary
dissolution proceedings by act of corporation.
By the act of the corporation, a corporation may, at any time within one
hundred twenty (120) days of its effective date of the articles of dissolution,
revoke voluntary dissolution proceedings previously taken, in the following
(a) The board of directors adopts a resolution recommending
that the voluntary dissolution proceedings be revoked, and directing that the
question of the revocation be submitted to a vote at a special meeting of
(b) Written notice, stating that the purpose, or one of the
purposes, of the meeting is to consider the advisability of revoking the
voluntary dissolution proceedings, is given to each shareholder entitled to
vote at the meeting within the time and in the manner provided in this chapter
for the giving of notice of special meetings of shareholders.
(c) At the meeting, a vote of the shareholders entitled to
vote at the meeting is taken on a resolution to revoke the voluntary
dissolution proceedings, which requires for its adoption the affirmative vote
of the holders of a majority of the shares entitled to vote on the resolution.
(d) Upon the adoption of the resolution, a statement of
revocation of voluntary dissolution proceedings is executed by the corporation
by its authorized representative. The statement proclaims:
(1) The name of the corporation.
(2) The names and respective addresses of its officers.
(3) The names and respective addresses of its directors.
(4) A copy of the resolution adopted by the shareholders
revoking the voluntary dissolution proceedings.
(5) The number of shares outstanding.
(6) The number of shares voted for and against the
History of Section.
(P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.)