(a)  Articles of merger must be signed by each merging entity and filed with the secretary of state.

Terms Used In Rhode Island General Laws 7-12.1-1125

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Business: includes every trade, occupation, and profession. See Rhode Island General Laws 7-12.1-102
  • Filing entity: means an entity whose formation requires the filing of a public organic record. See Rhode Island General Laws 7-12.1-1101
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-12.1-102
  • Merger: means a transaction authorized by § 7-12. See Rhode Island General Laws 7-12.1-1101
  • Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Rhode Island General Laws 7-12.1-1101
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Rhode Island General Laws 7-12.1-1101
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-12.1-1101
  • Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Rhode Island General Laws 7-12.1-1101
  • Service of process: The service of writs or summonses to the appropriate party.
  • State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Rhode Island General Laws 7-12.1-102
  • Statement of merger: means a statement under § 7-12. See Rhode Island General Laws 7-12.1-1101
  • Surviving entity: means the entity that continues in existence after or is created by a merger. See Rhode Island General Laws 7-12.1-1101
  • Type of entity: means a generic form of entity:

    (i)  Recognized at common law; or

    (ii)  Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Rhode Island General Laws 7-12.1-1101

(b)  Articles of merger must contain:

(1)  The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;

(2)  The name, jurisdiction of formation, and type of entity of the surviving entity;

(3)  A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;

(4)  If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;

(5)  If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and

(6)  If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment.

(c)  In addition to the requirements of subsection (b) of this section, a statement of merger may contain any other provision not prohibited by law.

(d)  If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.

(e)  If the surviving or resulting entity is not a domestic limited liability partnership or another filing entity of record in the office of the secretary of state, a statement that the surviving or resulting other entity agrees that it may be served with process in Rhode Island in any action, suit, or proceeding for the enforcement of any obligation of any domestic limited liability partnership that is to merge, irrevocably appointing the secretary of state as its agent to accept service of process in the action, suit, or proceeding and specifying the address to which a copy of the process is to be mailed to it by the secretary of state. In the event of service under this section on the secretary of state, the procedures set forth in § 7-12.1-912 are applicable, except that the plaintiff in any action, suit, or proceeding shall furnish the secretary of state with the address specified in the articles of merger provided for in this section and any other address that the plaintiff elects to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the surviving or resulting other business entity at all addresses furnished by the plaintiff in accordance with the procedures set forth in § 7-12.1-912.

(f)  If the surviving entity is a domestic partnership, the merger becomes effective when the articles of merger are effective. In all other cases, the merger becomes effective on the later of:

(1)  The date and time provided by the organic law of the surviving entity; and

(2)  When the articles of merger are effective.

History of Section.
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.