Rhode Island General Laws 7-16-61. Approval of merger or consolidation
(a) A proposed plan of merger or consolidation complying with the requirements of § 7-16-60 shall be approved by the domestic constituent entities in the manner provided by this section:
(1) A limited-liability company party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by § 7-16-21;
(2) A domestic corporation party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by the laws of this state for mergers of corporations with other corporations;
(3) A domestic limited partnership party to a proposed merger or consolidation shall have the plan of merger or consolidation, unless otherwise provided in the limited partnership agreement, authorized and approved in the manner and by the vote required by the laws of this state for mergers or consolidations of a domestic limited partnership with other limited partnerships or other business entities.
Terms Used In Rhode Island General Laws 7-16-61
- Business: means any trade, occupation or other commercial activity engaged in for gain, profit or livelihood for which a corporation can be organized under chapter 1. 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
- Operating agreement: means any agreement, written or oral, of the members as to the affairs of a limited-liability company and the conduct of its business. 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.
- State: means a state, territory or possession of the United States, or the District of Columbia. See Rhode Island General Laws 7-16-2
(b) After a merger or consolidation is authorized, unless the plan of merger or consolidation provides otherwise, and at any time before articles of merger or consolidation are filed under § 7-16-62, the plan of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the plan of merger or consolidation or, if none is set forth, as follows:
(1) By the unanimous consent of the members of each limited-liability company that is a constituent entity, unless the operating agreement of the limited-liability company provides otherwise;
(2) By the vote of the board of directors of any corporation that is a constituent entity;
(3) By the approval of all general partners and all limited partners of any limited partnership that is a constituent entity unless the limited partnership agreement provides otherwise.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2001, ch. 250, § 1.