Rhode Island Agreement to Incorporate Close Corporation refers to a legal document used by businesses wishing to form a close corporation in the state of Rhode Island. This agreement outlines the key terms, conditions, and objectives of incorporating a close corporation, which is a type of corporation that offers certain benefits and flexibility tailored for small businesses. In Rhode Island, there are two types of Agreement to Incorporate Close Corporation that businesses can choose from: 1. Rhode Island Professional Corporation Agreement to Incorporate Close Corporation: This type of agreement is specifically designed for professionals such as doctors, lawyers, accountants, and architects who wish to incorporate their practice as a close corporation. It highlights provisions that comply with state laws and regulations governing professional corporations. 2. Rhode Island Non-Professional Corporation Agreement to Incorporate Close Corporation: This agreement is suitable for non-professional businesses looking to benefit from the advantages offered by the close corporation structure. It covers various aspects of the incorporation process, including the number and identities of shareholders, their rights and obligations, voting procedures, and distribution of profits. Key provisions typically included in a Rhode Island Agreement to Incorporate Close Corporation consist of: 1. Name and Purpose: The agreement should state the chosen name of the close corporation and describe its purpose or business activities. 2. Shareholders and Stock: It specifies the number of initial shareholders, their names, and the number of shares each shareholder will hold. 3. Management: This section outlines the structure and management of the close corporation, including the designation of directors and officers, their roles, responsibilities, and decision-making procedures. 4. Voting Rights and Procedures: The agreement determines the voting rights of each shareholder and establishes the procedures for voting and decision-making within the close corporation. 5. Transferability of Shares: It addresses restrictions on the transfer of shares to maintain the close corporation's status and sets guidelines for the sale or transfer of shares between shareholders. 6. Financial Matters: This includes provisions relating to the distribution of profits, dividends, and the allocation of losses among shareholders. 7. Dissolution and Termination: The agreement outlines the conditions under which the close corporation may be dissolved and the procedures for winding up its affairs. It is essential to consult with a qualified attorney or legal professional to ensure compliance with Rhode Island state laws and to draft a customized Agreement to Incorporate Close Corporation that best suits the unique needs and goals of the business.