Form 112 - Professional Service Corporation, Articles Of Incorporation - Ri Office Of The Secretary Of State
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4STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Office of the Secretary of State
Division of Business Services
148 W. River Street
Providence, Rhode Island 02904-2615
(401) 222-3040
INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION
FOR A PROFESSIONAL SERVICE CORPORATION
Sections 7-5.1 and 7-1.2 of the General Laws of Rhode Island, 1956, as amended
The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant statutory
provision. This form and the information provided are not substitutes for the advice and services of an attorney
and/or tax specialist.
1. To incorporate a professional service corporation, Articles of Incorporation (Form No. 112) must be filed with the Office
of the Secretary of State, Division of Business Services, at the above address. When the Articles are completed,
signed by each of the incorporators, and submitted with the correct filing fee, a Certificate of Incorporation shall be
issued.
2. The minimum filing and license fee is $230.00 for less than 75,000,000 shares of authorized stock. The fee is prorated
at 75,000,000 shares. Call the Division of Business Services at the above telephone number for the appropriate fee if
the number of authorized shares is 75,000,000 or greater. Checks should be made payable to the Rhode Island
Secretary of State.
3. The name of any business entity must be “distinguishable upon the records of the secretary of state.” This means the
Office of the Secretary of State will deny a request for a name if such name is identical to or not distinguishable from
any entity, name reservation, or registration on file with the Business Section of the Division of Business Services. The
corporate name shall contain the word “professional corporation,” “corporation,” “incorporated,” or “limited," or shall
contain an abbreviation of one of the words. A preliminary name availability check can be made by checking the
Name Availability Database on our website, or by phoning us at the above telephone number. This preliminary check
is not statutorily required, is not binding upon the Secretary of State, and does not ensure that the name will be
available upon filing the Articles of Incorporation. It is suggested that you do not make any financial expenditures or
execute documents utilizing the name based upon a preliminary name availability check. The final determination as to
availability of the name will be made when the documents are submitted for filing.
4. Each corporation shall have and continuously maintain in this state a registered office, which may be, but need not be,
the same as its place of business, and a registered agent, which agent may be either an individual resident in this state
whose business office is identical with the registered office, or a domestic corporation, or a foreign corporation
authorized to transact business in this state, having a business office identical with the registered office. However, in
the case where the registered agent of a corporation is an attorney, the business address of the agent need not be
identical with the registered office, but may be the usual business address of the attorney. The registered agent so
appointed by a corporation shall be an agent of the corporation upon whom any process, notice or demand required or
permitted by law to be served upon the corporation may be served.
5. The corporation is responsible for filing an annual report each calendar year between January 1 and March 1,
beginning with the year following the year of incorporation. A notification will be mailed to the registered agent prior to
January 1 each year. Be sure to follow up with your registered agent concerning the filing of this report. Failure to file
the Annual Report within the statutory time period will result in a penalty fee of $25.00.
6. If the corporation is engaged in the practice of engineering pursuant to Section 5-8-24 of the General Laws, evidence
of a current certificate of authorization issued by the State Board of Registration for Professional Engineers must be
filed with the Secretary of State upon qualification. You may contact the State Board of Registration for Professional
Engineers at (401) 462-9592 or
7. If the corporation is engaged in the practice of land surveying pursuant to Section 5-8.1-1 of the General Laws,
evidence of a current certificate of registration issued by the State Board of Registration for Land Surveyors must be
filed with the Secretary of State upon qualification. You may contact the State Board of Registration for Land
Surveyors at (401) 462-9595 or
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