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INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION STATE OF (How to Start a Business)

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STATE 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 BENEFIT CORPORATION
Sections 7-5.3 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 benefit corporation, Articles of Incorporation (Form No. 114) 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 “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 benefit 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 benefit 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.
Pursuant to Rhode Island General Law 7-5.3-13, each benefit corporation must also record an Annual Benefit Report
Statement. This statement is to be remitted on the earlier of (1) one hundred twenty (120) days following the end of
the fiscal year of the benefit corporation or (2) the same time that the benefit corporation delivers any other annual
report to its shareholders. A sample form can be found at www.sos.ri.gov/business. There is a $10 fee to record this
statement.
6. Failure to comply with Nos. 4 and 5 above may result in the revocation of the Articles of Incorporation pursuant to
the provisions of Section 7-1.2-1310 of the General Laws, as amended.
If you have any questions, please call us at (401) 222-3040, Monday through Friday, between 8:30 a.m. and 4:30
p.m.
Instructions/Form 114
Revised: 07/2014
Form No. 114
Revised: 07/2013
STAMP
STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS
Ofce of the Secretary of State - Division of Business Services
148 W. River Street, Providence, Rhode Island 02904-2615
Phone: (401) 222-3040 ~ Email: corporations@sos.ri.gov ~ Website: www.sos.ri.gov
BENEFIT CORPORATION
ARTICLES OF INCORPORATION
Filing and License Fee: $230.00 minimum
The undersigned acting as incorporator(s) of a benet corporation under Chapters 7-5.3 and 7-1.2 of the General Laws of Rhode
Island, 1956, as amended, adopt(s) the following Articles of Incorporation for such corporation:
1. The name of the corporation is:
This is a close corporation pursuant to §7-1.2-1701 of the General Laws, 1956, as amended. (Check if inapplicable.)
2. This is a benet corporation organized to create a general public benet. The following specic public benets are in addition to
the purposes set forth in 7-1.2-301 and 7-5.3-6(a):
State “NONE” if no specic benet purposes are to be declared
3. The total number of shares which the corporation has the authority to issue is:
(Unless otherwise stated all authorized shares are deemed to have a nominal or par value of $0.01 per share.)
(a) If only one class: Total number of shares ____________________________________________________________________________
or
(b) If more than one class: Total number of shares of each class ____________________________________________________________
A statement of all or any of the designations and the powers, preferences, and rights, including voting rights, and the qualications, limitations,
or restrictions of them, which are permitted by the provisions of Chapter 7-1.2 of the General Laws, 1956, as amended, in respect of any class or
classes of shares of the corporation and the xing of which by the articles of association is desired, and an express grant of the authority as it may
then be desired to grant to the board of directors to x by vote or votes any of them that may be desired but which is not xed by the articles:
4. The address of the initial registered ofce of the corporation is:
Street Address (NOT a P.O. Box)
City/Town State Zip Code
and the name of the initial registered agent at such address is:
Agent Name
FOR
SECRETARY OF STATE
USE ONLY
STAMP
FOR
SECRETARY OF STATE
USE ONLY
RHODE ISLAND
Form No. 114
Revised: 07/2013
5. The corporation shall have perpetual existence until dissolved or terminated in accordance with Chapter 7-1.2.
6. Unless otherwise stated all authorized shares are deemed to have a nominal or par value of $0.01 per share.
7. The scal year end of the corporation:
8. Additional provisions, if any, not inconsistent with Chapter 7-1.2 which the incorporators elect to have set forth in these Articles of
Incorporation:
9. The name and address of each incorporator is:
Name Address
City/Town State Zip Code
Name Address
City/Town State Zip Code
Name Address
City/Town State Zip Code
10. Date when these articles of incorporation will be effective: CHECK ONE BOX ONLY
Under penalty of perjury, I/we declare and afrm that I/we have examined these Articles of Incorporation, including any
accompanying attachments, and that all statements contained herein are true and correct.
Signature of Incorporator Date
Signature of Incorporator Date
Signature of Incorporator Date
Date Received (Upon ling)
Later effective date (Date must be no more than 90 days from the day of ling) ___________________________
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INSTRUCTIONS FOR FILING ARTICLES OF INCORPORATION STATE OF (How to Start a Business)

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Completed 20 November 2020

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