Nonprofit Corporation Voluntary Dissolution Filing Requirements in Rhode Island

At a glance

Requirements one by one

Authorization and notice

Section 7-6-50 requires a board recommendation and submission to voting members. The majority denominator is represented vote entitlement, including permitted proxies. For a corporation without members entitled to vote, a majority of directors in office authorizes dissolution. Sections 7-6-25 and 7-6-27 supply board meeting rules; §§ 7-6-20–21 govern member voting rights and quorum.

Section 7-6-102 gives effect to governing-document requirements for a greater vote or concurrence, including classes. Section 7-6-104 allows all directors or all members entitled to vote on the action to sign written consent in lieu of a meeting. Section 7-6-54 expressly allows the articles to report unanimous member consent.

Member meeting notice states the dissolution purpose. Section 7-6-19 defaults to ten through sixty days before the meeting, unless the articles or bylaws provide otherwise.

Distribution plan and final articles

Section 7-6-52 distinguishes a permitted plan from a plan required for specified transfers. Required plan approval follows a separate board recommendation and member represented-vote majority, or a majority of directors in office when members cannot vote. The member notice includes the proposed plan or its summary.

Section 7-6-54 requires debts to be paid or adequately provided for and remaining assets to be transferred or distributed before final articles. The articles include the plan or a statement that none was adopted; they also certify approval and the treatment of pending suits. The president or vice president signs with the secretary or assistant secretary, in duplicate.

Section 7-6-92(7) sets the $10 filing fee. Under § 7-6-55, the Secretary of State files compliant articles and issues the dissolution certificate. Issuance ends corporate existence with the statute’s proceedings and corporate-action exceptions.

Reversal and remaining powers

Section 7-6-53 permits reversal before certificate issuance. Voting-member reversal follows a board recommendation, purpose notice and majority of represented vote entitlement; otherwise it requires a majority of directors in office. Adoption allows the corporation to conduct its affairs again.

Section 7-6-69 continues specified powers for five years after dissolution to settle affairs, convey property, discharge liabilities and distribute assets. Those powers serve winding up.

What trips people up

Section 7-6-51 distinguishes conditional assets from assets restricted to charitable, religious, educational or similar purposes. Conditions calling for return or transfer on dissolution must be followed; restricted-purpose assets go to organizations with substantially similar activities through the statutory plan or governing-document route.

Common questions

Can a meeting proxy be used? Section 7-6-20 permits a written proxy unless the articles or bylaws provide otherwise; its ordinary validity is eleven months unless the proxy provides otherwise.

Can directors attend by telephone? Section 7-6-27 permits simultaneous conference communication as presence in person, except as restricted by the articles or bylaws.

Statutes and sources

R.I. Gen. Laws § 7-6-50

(a) A corporation may dissolve and wind up its affairs in the following manner:

(1) If there are members entitled to vote on dissolution, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote on it, which may be either an annual or special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation is adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on dissolution, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

(b) Upon the adoption of the resolution by the members, or by the board of directors if there are no members or no members entitled to vote on dissolution, the corporation shall cease to conduct its affairs except to the extent necessary for the winding up of its affairs, shall immediately mail a notice of the proposed dissolution to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-51

The assets of a corporation in the process of dissolution shall be applied and distributed as follows:

(1) All liabilities and obligations of the corporation shall be paid and discharged, or adequate provision shall be made for their payment and discharge;

(2) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with the requirements;

(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter or as otherwise provided in its articles of incorporation or bylaws;

(4) Any other assets shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;

(5) Any remaining assets may be distributed to any persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, that may be specified in a plan of distribution adopted as provided in this chapter.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-52

A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner:

(1) If there are members entitled to vote on the plan, the board of directors shall adopt a resolution recommending a plan of distribution and directing its submission to a vote at a meeting of members entitled to vote on it, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary of it shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of distribution shall be adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on it, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-53

(a) A corporation may, at any time prior to the issuance of a certificate of dissolution by the secretary of state, revoke the action previously taken to dissolve the corporation, in the following manner:

(1) If there are members entitled to vote on it, the board of directors shall adopt 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 meeting of members entitled to vote on it, which may be either an annual or a special meeting. 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, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least a majority of the votes that members present at the meeting or represented by proxy are entitled to cast.

(2) If there are no members, or no members entitled to vote on it, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote on it, the corporation may at that time again conduct its affairs.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-54

If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation have been paid and discharged, or adequate provision has been made for them, and all of the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed in duplicate by the corporation by its president or a vice president, and by its secretary or an assistant secretary, and shall set forth:

(1) The name of the corporation;

(2) If there are members entitled to vote on the dissolution:

(i) A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted, that a quorum was present at the meeting, and that the resolution received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or

(ii) A statement that the resolution was adopted by a consent in writing signed by all members entitled to vote on it;

(3) If there are no members, or no members entitled to vote on the dissolution, a statement of the fact, the date of the meeting of the board of directors at which the resolution to dissolve was adopted, and a statement of the fact that the resolution received the vote of a majority of the directors in office;

(4) That all debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for their payment;

(5) A copy of the plan of distribution as adopted by the corporation, or a statement that no plan was adopted;

(6) That all the remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter;

(7) That there are no suits pending against the corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in any pending suit.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-55

(a) The articles of dissolution shall be delivered to the secretary of state. If the secretary of state finds that the articles of dissolution conform to law, the secretary of state shall, when all fees have been paid as prescribed in this chapter:

(1) Endorse on the original the word “Filed”, and the month, day, and year of the filing;

(2) File the original in the secretary of state’s office;

(3) Issue a certificate of dissolution.

(b) The certificate of dissolution shall be delivered to the representative of the dissolved corporation. Upon the issuance of the certificate of dissolution the existence of the corporation ceases, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-92

(7) Filing articles of dissolution, ten dollars ($10.00).

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-19

Unless otherwise provided in the articles of incorporation or the bylaws, written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice is deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the corporation, with postage prepaid.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-20

(a) The right of the members, or any class or classes of members, to vote may be limited, enlarged, or denied to the extent specified in the articles of incorporation or the bylaws. Unless limited, enlarged, or denied, each member, regardless of class, is entitled to one vote on each matter submitted to a vote of members.

(b) A member entitled to vote may vote in person or, unless the articles of incorporation or the bylaws provide otherwise, may vote by proxy executed in writing by the member or by his or her authorized attorney in fact. No proxy is valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. Where directors or officers are to be elected by members, the bylaws may provide that the elections may be conducted by mail.

(c) The articles of incorporation or the bylaws may provide that in all elections for directors every member entitled to vote has the right to cumulate his or her vote and to give one candidate a number of votes equal to his or her vote multiplied by the number of directors to be elected, or by distributing the votes on the same principle among any number of candidates.

(d) If a corporation has no members or its members have no right to vote, the directors have the sole voting power.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-21

The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage of votes represented in person or by proxy, that constitutes a quorum at a meeting of members. In the absence of any provision, members holding one-tenth (1/10) of the votes entitled to be cast on the matter to be voted upon represented in person or by proxy constitute a quorum. If a quorum is present, the affirmative vote of a majority of the members present or represented by proxy is the act of the members unless a greater proportion or voting by classes is required by this chapter, the articles of incorporation, or the bylaws.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-25

(a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the articles of incorporation, constitutes a quorum for the transaction of business, unless otherwise provided in the articles of incorporation or the bylaws; but in no event does a quorum consist of less than one-quarter (¼) of the number of the directors fixed or stated.

(b) The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this chapter, the articles of incorporation, or the bylaws.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-27

(a) Regular or special meetings of the board of directors may be held either within or without this state, and on the notice that the bylaws prescribe. Attendance of a director at any meeting constitutes a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of the meeting.

(b) Except as may be otherwise restricted by the articles of incorporation or bylaws, members of the board of directors or any committee designated by the board may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time, and participation by that means constitutes presence in person at a meeting.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-104

(a) Any action required by this chapter to be taken at a meeting of the incorporators, members, or directors of a corporation, or any action that may be taken at a meeting of the incorporators, members, or directors, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the incorporators, by all the members entitled to vote with respect to the subject matter of the action, or by all of the directors.

(b) The consent has the same force and effect as a unanimous vote, and that may be stated in any articles or document filed with the secretary of state under this chapter.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-69

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.

Official statute (accessed 2026-09-30).

R.I. Gen. Laws § 7-6-102

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by this chapter, the provisions of the articles of incorporation or bylaws control.

Official statute (accessed 2026-09-30).