(a)  After a plan of merger or consolidation is approved by all domestic constituent entities as provided in § 7-16-61, the surviving entity or the new entity shall deliver in duplicate to the secretary of state for filing articles of merger or consolidation duly executed by each constituent entity setting forth:

(1)  The identity of each constituent entity by name, type and state or other jurisdiction under whose laws it is organized or formed;

(2)  The plan of merger or consolidation;

(3)  The effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation;

(4)  The identity of the surviving entity or the new entity by name, type and state or other jurisdiction under whose laws it is organized or formed; and

(5)  A statement that the plan of merger was authorized and approved by each constituent entity.

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Terms Used In Rhode Island General Laws 7-16-62

  • 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
  • Executed: means an original signature, facsimile, or an electronically transmitted signature submitted through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-16-2
  • Filing: means delivered to the secretary of state in either paper format or electronic transmission through a medium provided and authorized by the secretary of state. See Rhode Island General Laws 7-16-2
  • 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.
  • 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.
  • State: means a state, territory or possession of the United States, or the District of Columbia. See Rhode Island General Laws 7-16-2
  • 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)  A merger or consolidation takes effect on the later of the effective date of the filing of the articles of merger or consolidation or the date set forth in the plan of merger or consolidation.

(c)  Articles of merger or consolidation shall act as a certificate of cancellation for each domestic limited partnership party to the merger or consolidation that is not the surviving entity or the new entity.

History of Section.
P.L. 1992, ch. 280, § 1.