Nonprofit Corporation Administrative Dissolution and Reinstatement in Rhode Island

At a glance

Requirements one by one

Grounds and notice

Section 7-6-56(a) permits revocation for an unfiled annual report or unpaid fee, a registered-agent vacancy lasting 30 days, unfiled agent or office changes, late amendment or merger articles, fraud, continuing abuse of authority, or a material misrepresentation in a submitted document. Under § 7-6-91(a), annual reports are due February 1–May 1, beginning the year after incorporation.

Before revocation, § 7-6-56(b) requires at least 60 days' notice by regular mail to the registered office. If that address has yielded undeliverable mail, the notice goes to the last reported principal office or, for a domestic corporation with no annual report, to an incorporator. The corporation can correct listed filing, fee, or misrepresentation defaults before revocation.

Revocation and remaining powers

Under § 7-6-57, the Secretary issues and files a certificate of revocation and mails a copy; authority to transact business ceases when the certificate is issued. Section 7-6-69 nevertheless continues the corporation for five years to close affairs, convey property, discharge liabilities, and distribute assets, without continuing its organized activities.

Reinstatement and review

Section 7-6-58(a) allows the Secretary to withdraw the certificate within 20 years, after the corporation files previously missing documents and pays $25 per elapsed year or part-year. If another entity has acquired the old name, subsection (b) requires an articles amendment to a distinguishable name. Subsection (c) revests unconveyed real estate held at revocation when good standing is restored.

Section 7-6-59 permits an appeal of revocation through § 7-6-99. That section sends the appeal to Superior Court for a de novo determination and allows further appeal of a final order.

What trips people up

The five-year limited-power period in § 7-6-69 is separate from the 20-year period for withdrawal of revocation in § 7-6-58. The name can be taken after revocation; reinstatement then requires a different name under § 7-6-58(b).

Common questions

Can the nonprofit keep operating after revocation?

Section 7-6-57(b) ends authority to transact business. Section 7-6-69 preserves only powers needed to settle and close its affairs for five years.

Does the old real estate title require a new deed on reinstatement?

Section 7-6-58(c) says real estate held at revocation and not later conveyed is revested without a further act or deed.

Can the corporation challenge a revocation?

Yes. Sections 7-6-59 and 7-6-99(a) allow an appeal to the Superior Court, which hears the matter de novo.

Statutes and sources

R.I. Gen. Laws § 7-6-56

§ 7-6-56. Revocation of certificate of incorporation. (a) The certificate of incorporation of a corporation may be revoked by the secretary of state upon the conditions prescribed in this section when it is established that: (1) The corporation procured its articles of incorporation through fraud; (2) The corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The corporation has failed to file its annual report within the time required by this chapter, or has failed to pay any fees, when they have become due and payable; (4) The corporation has failed for 30 days to appoint and maintain a registered agent in this state as required by this chapter; (5) The corporation has failed, after change of its registered office or registered agent, to file in the office of the secretary of state a statement of the change as required by this chapter; (6) 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; 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. (b) No certificate of incorporation of a 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 domestic corporation that has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required; and (2) The corporation fails prior to revocation to file the annual report or pay the fees, or file the required statement of change of registered agent or registered office, or file the articles of amendment or articles of merger, or correct the misrepresentation.

Source: https://webserver.rilegislature.gov/Statutes/TITLE7/7-6/7-6-56.htm (accessed 2026-09-29).

R.I. Gen. Laws § 7-6-57

§ 7-6-57. Issuance of certificate of revocation. (a) Upon revoking any certificate of incorporation, the secretary of state shall: (1) Issue a certificate of revocation in duplicate; (2) File one of the certificates in the secretary of state’s office; (3) Send to the corporation by regular mail a certificate of revocation, 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 certificate of revocation 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 domestic corporation that has not yet filed an annual report, then to any one of the incorporators listed on the articles of incorporation, and no further notice shall be required. (b) Upon the issuance of the certificate of revocation, the authority of the corporation to transact business in this state ceases.

Source: https://webserver.rilegislature.gov/Statutes/TITLE7/7-6/7-6-57.htm (accessed 2026-09-29).

R.I. Gen. Laws § 7-6-58

§ 7-6-58. Withdrawal of certificate of revocation. (a) Within twenty (20) years after issuing a certificate of revocation as provided in § 7-6-57, the secretary of state may withdraw the certificate of revocation and reinstate the corporation in good standing: (1) Upon filing by the corporation of the documents it had previously failed to file as set forth in § 7-6-56(a)(3) — (a)(6); and (2) Upon the payment by the corporation of a penalty in the amount of twenty-five dollars ($25.00) for each year or part of a year that has elapsed since the issuance of the certificate of revocation. (b) If as permitted by § 7-6-11(b)(2) another corporation, whether business or nonprofit, or domestic or foreign qualified to transact business in this state, bears or has filed a fictitious business name statement with respect to or reserved or registered in a name that is the same as the name of a corporation regarding which the certificate of revocation is proposed to be withdrawn, the secretary of state shall condition the withdrawal of the certificate of revocation upon the reinstated corporation’s amending its articles of incorporation so as to designate a name that is distinguishable upon the records of the secretary of state from its former name. (c) Upon the withdrawal of the certificate of revocation and reinstatement of the corporation in good standing as provided in subsection (a), title to any real estate, or any interest in real estate, held by the corporation at the time of the issuance of the certificate of revocation and not conveyed subsequent to the revocation of its certificate of incorporation shall be deemed to be re-vested in the corporation without further act or deed.

Source: https://webserver.rilegislature.gov/Statutes/TITLE7/7-6/7-6-58.htm (accessed 2026-09-29).

R.I. Gen. Laws § 7-6-59

§ 7-6-59. Appeal from revocation of articles of incorporation. Any corporation aggrieved by the action of the secretary of state in revoking its articles of incorporation may appeal from the action in the manner provided in § 7-6-99.

Source: https://webserver.rilegislature.gov/Statutes/TITLE7/7-6/7-6-59.htm (accessed 2026-09-29).

R.I. Gen. Laws § 7-6-69

§ 7-6-69. Continuation of certain corporate powers. Any corporation dissolved in any manner under this chapter or any corporation whose certificate of incorporation is revoked by the secretary of state under § 7-6-56 nevertheless continues for five (5) years after the date of the dissolution or revocation for the purpose of enabling it to settle and close out its affairs, to dispose of and convey its property, to discharge its liabilities, and to distribute its assets, but not for the purpose of continuing the activities for which it was organized. The members, directors, and officers have power to take any corporate or other action that is appropriate to carry out the purposes of this section.

Source: https://webserver.rilegislature.gov/Statutes/TITLE7/7-6/7-6-69.htm (accessed 2026-09-29).

R.I. Gen. Laws § 7-6-91

§ 7-6-91. Filing of annual report of domestic and foreign corporations. (a) The annual report of a domestic or foreign corporation shall be delivered to the secretary of state between February 1 and May 1 of each year, except that the first annual report of a domestic or foreign corporation shall be filed between February 1 and May 1 of the year following the calendar year in which its certificate of incorporation or its certificate of authority was issued by the secretary of state. (b) Proof to the satisfaction of the secretary of state that prior to the first day of May the report was deposited in the United States mail in a sealed envelope, properly addressed, with postage prepaid, is deemed a compliance with this requirement. (c) If the secretary of state finds that the report conforms to the requirements of this chapter, the secretary of state shall file the report. (d) If the secretary of state finds that it does not conform, the secretary of state shall promptly return the report to the corporation for any necessary corrections, in which case the penalties subsequently prescribed for failure to file the report within the time above provided do not apply if the report is corrected to conform to the requirements of this chapter and returned to the secretary of state within thirty (30) days from the date on which it was mailed to the corporation by the secretary of state.

Source: https://webserver.rilegislature.gov/Statutes/TITLE7/7-6/7-6-91.htm (accessed 2026-09-29).

R.I. Gen. Laws § 7-6-99

§ 7-6-99. Appeal from secretary of state. (a) If the secretary of state fails to approve the articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by this chapter to be approved by the secretary of state before the document is filed in the secretary of state’s office, the secretary of state shall, within ten (10) days after the delivery of the document to him or her, give written notice of his or her disapproval to the domestic or foreign person or corporation delivering the document, specifying the reasons for the disapproval. From the disapproval, or from the revocation of a certificate of incorporation pursuant to the provisions of this chapter, the person or corporation may appeal to the superior court of the county in which the registered office of the corporation is, or is proposed to be, situated by filing with the clerk of the court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval by the secretary of state; at which time the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the court deems proper. (b) If the secretary of state revokes the certificate of authority to conduct affairs in this state of any foreign corporation, pursuant to the provisions of this chapter, the foreign corporation may similarly appeal to the superior court of the county where the registered office of the corporation in this state is situated, by filing with the clerk of the court a petition setting forth a copy of its certificate of authority to conduct affairs in this state and a copy of the notice of revocation given by the secretary of state; at which time the matter shall be tried de novo by the court, and the court shall either sustain the action of the secretary of state or direct the secretary of state to take any action that the court deems proper. (c) Appeals from all final orders and judgments entered by the superior court under this section in review of any ruling or decision of the secretary of state may be taken as in other civil actions.

Source: https://webserver.rilegislature.gov/Statutes/TITLE7/7-6/7-6-99.htm (accessed 2026-09-29).