Rhode Island General Laws 7-16-63. Effects of merger or consolidation
Following the consummation of a merger or consolidation in which the surviving entity or the new entity is to be governed by the laws of this state:
(1) The constituent entities party to the plan of merger or consolidation shall be a single entity, which, in the case of a merger shall be the entity designated in the plan of merger as the surviving entity, and, in the case of a consolidation, shall be the new entity provided for in the plan of consolidation.
(2) The separate existence of each constituent entity party to the plan of merger or consolidation, except the surviving entity or the new entity, shall cease.
(3) The surviving entity or the new entity shall at that time and subsequently possess all the rights, privileges, immunities, powers, and franchises, of a public as well as a private nature, of each constituent entity and is subject to all the restrictions, disabilities, and duties of each of the constituent entities to the extent the rights, privileges, immunities, powers, franchises, restrictions, disabilities, and duties are applicable to the form of existence of the surviving entity or the new entity.
(4) All property, real, personal and mixed, and all debts due on whatever account, including promises to make capital contributions and subscriptions for shares, and all other choices in action, and all and every other interest of or belonging to or due to each of the constituent entities are vested in the surviving entity or the new entity without further act or deed.
(5) The title to all real estate and any interest in real estate vested in any constituent entity does not revert or become in any way impaired because of the merger or consolidation.
(6) The surviving entity or the new entity is responsible and liable for all liabilities and obligations of each of the merged or consolidated constituent entities, and any claim existing or action or proceeding pending by or against any constituent entity may be prosecuted as if the merger or consolidation had not taken place, or the surviving entity or the new entity may be substituted in the action.
(7) Neither the rights of creditors nor any liens on the property of any constituent entity are impaired by the merger or consolidation.
(8) In the case of a merger, depending upon whether the surviving entity is a limited-liability company, a domestic corporation, or a domestic limited partnership, the articles of organization of the limited-liability company, articles of incorporation of the corporation, or certificate of limited partnership of the limited partnership shall be amended to the extent provided in the articles of merger.
(9) In the case of a consolidation where the new entity is domestic, the statements set forth in the articles of consolidation and that are required or permitted to be set forth in the articles of organization, articles of incorporation, or certificate of limited partnership of the new domestic entity, are deemed to be the original articles of organization, articles of incorporation, or certificate of limited partnership of the new domestic entity.
(10) Unless otherwise agreed in the partnership agreement of a domestic limited partnership, a merger or consolidation in which a domestic limited partnership is a constituent entity, including a merger or consolidation in which a domestic limited partnership is not the surviving entity or the new entity, does not require the domestic limited partnership to wind up its affairs under § 7-13-46 or pay its liabilities and distribute its assets under § 7-13-47.
(11) The membership or other interests in a limited-liability company, shares or other interests in a corporation, partnership or other interests in a limited partnership that is a constituent entity that are to be converted or exchanged into interests, shares or other securities, cash, obligations or other property under the terms of the articles of merger or consolidation are converted, and their former holders are entitled only to the rights provided in the articles of merger or consolidation or the rights otherwise provided by law.
(12) Nothing in this chapter abridges or impairs any rights that may otherwise be available to the members or shareholders or other holders of an interest in any constituent entity under applicable law.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 2018, ch. 346, § 15.
Terms Used In Rhode Island General Laws 7-16-63
- 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
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- interest: means a member's rights in the limited-liability company, collectively, including the member's share of the profits and losses of the limited-liability company, the right to receive distributions of the limited-liability company's assets, and any right to vote or participate in management of the limited-liability company. See Rhode Island General Laws 7-16-2
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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.
- real estate: may be construed to include lands, tenements, and hereditaments and rights thereto and interests therein. See Rhode Island General Laws 43-3-10
- 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