Rhode Island General Laws 7-16-64. Merger or consolidation with foreign entity
(a) Any merger or consolidation that includes a foreign limited-liability company, foreign corporation or foreign limited partnership as a constituent entity is subject to the additional requirements that the merger or consolidation is permitted by the law of the state or jurisdiction under whose laws each foreign constituent entity is organized or formed and each foreign constituent entity complies with that law in effecting the merger or consolidation.
Terms Used In Rhode Island General Laws 7-16-64
- 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
- Foreign limited-liability company: means a limited-liability company formed under the laws of any state other than this state or any foreign country. 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
- 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.
- 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.
- Service of process: The service of writs or summonses to the appropriate party.
- 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) If the surviving entity or the new entity is to be governed by the laws of any jurisdiction other than this state, then the articles of merger or consolidation required by § 7-16-62 shall also set forth:
(1) The agreement of the surviving entity or the new entity that it may be served with process in this state in any proceeding for enforcement of any obligation of any constituent entity party to the merger or consolidation that was organized under the laws of this state, as well as for enforcement of any obligation of the surviving entity or the new entity arising from the merger or consolidation; and
(2) The irrevocable appointment of the secretary of state as an agent for service of process in the proceeding, and the surviving entity or the new entity shall specify the address to which a copy of the process shall be mailed to it by the secretary of state.
(c) The effect of the merger or consolidation in which the surviving entity or the new entity is to be governed by the laws of any jurisdiction other than this state, shall be the same as provided in § 7-16-63, except insofar as the laws of the other jurisdiction provide otherwise.
History of Section.
P.L. 1992, ch. 280, § 1; P.L. 2018, ch. 346, § 15.