Rhode Island General Laws 7-16-60. Plan of merger or consolidation
(a) Each constituent entity shall enter into a written plan of merger or consolidation, which shall be approved by each domestic constituent entity in accordance with § 7-16-61.
Terms Used In Rhode Island General Laws 7-16-60
- Articles of organization: means documents filed under § 7-16-5 for the purpose of forming a limited-liability company. See Rhode Island General Laws 7-16-2
- Constituent entity: means each limited-liability company, limited partnership or corporation that is a party to a plan of merger or consolidation. See Rhode Island General Laws 7-16-2
- Corporation: means a business corporation formed under chapter 1. See Rhode Island General Laws 7-16-2
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Limited partnership: means a limited partnership formed under the laws of this state or a foreign limited partnership. See Rhode Island General Laws 7-16-2
- New entity: means the entity into which constituent entities consolidate, as identified in the articles of consolidation provided for in § 7-16-62. See Rhode Island General Laws 7-16-2
- 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.
- Surviving entity: means the constituent entity surviving a merger, as identified in the articles of merger provided for in § 7-16-62. See Rhode Island General Laws 7-16-2
(b) The plan of merger or consolidation shall set forth:
(1) The name of each limited-liability company, corporation and limited partnership that is a constituent entity in the merger or consolidation and the name of the surviving entity into which each other constituent entity proposes to merge or the new entity into which each constituent entity proposes to consolidate;
(2) The terms and conditions of the proposed merger or consolidation;
(3) The manner and basis of converting the interests in each limited-liability company, the shares of stock or other interests in each corporation and the interests in each limited partnership that is a constituent entity in the merger or consolidation, other than those, in the case of a merger, held by the surviving entity into interests, shares, or other securities or obligations of the surviving entity or the new entity, or of any other limited-liability company, corporation, limited partnership, or other entity, or, in whole or in part, into cash or other property;
(4) In the case of a merger where the surviving entity is domestic, any amendments to the articles of organization of a limited-liability company, articles of incorporation of a corporation or certificate of limited partnership of a limited partnership of the surviving entity that are to be effected by the merger, or that no changes are desired;
(5) In the case of a consolidation where the new entity is domestic, all of the statements required to be set forth in articles of organization of any new entity that is a limited-liability company, articles of incorporation of any new entity that is a corporation, or certificate of limited partnership of any new entity that is a limited partnership; and
(6) Any other provisions relating to the proposed merger or consolidation that are deemed necessary or desirable.
History of Section.
P.L. 1992, ch. 280, § 1.