Rhode Island General Laws 7-6-46. Articles of merger or consolidation
(a) Upon approval, articles of merger or articles of consolidation shall duly be executed and shall set forth:
(1) The plan of merger or the plan of consolidation;
(2) If the members of any merging or consolidating corporation are entitled to vote on the plan, then as to each corporation:
(i) A statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least a majority of the votes that members present at the meeting or represented by proxy were entitled to cast; or
(ii) A statement that the plan was adopted by a consent in writing signed by all members entitled to vote on it;
(3) If any merging or consolidating corporation has no members, or no members entitled to vote on the plan, then as to each corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted, and a statement of the fact that the plan received the vote of a majority of the directors in office;
(4) A statement that the plan of merger was authorized and approved by each other constituent entity;
(5) The effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation;
(6) 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.
Terms Used In Rhode Island General Laws 7-6-46
- Board of directors: means the group of persons vested with the management of the affairs of the corporation (including, without being limited to, a board of trustees) regardless of the name by which the group is designated. See Rhode Island General Laws 7-6-2
- 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.
- Entity: includes a domestic or foreign business corporation, domestic or foreign nonprofit corporation, domestic or foreign unincorporated entity, estate, trust, state, the United States, a foreign government, or a governmental subdivision. See Rhode Island General Laws 7-6-2
- 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 7-6-2
- 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 7-6-2
- in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
- 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.
- Quorum: The number of legislators that must be present to do business.
(b) The articles of merger or articles of consolidation shall be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, he or she shall, when all fees have been paid as prescribed in this chapter:
(1) Endorse on the original the word “Filed,” and the month, day, and year of the filing;
(2) File the original in the secretary of state’s office;
(3) Issue a certificate of merger or a certificate of consolidation.
(c) The certificate of merger or certificate of consolidation shall be delivered to the surviving or new entity, as the case may be, or its representative.
(d) The articles of merger or consolidation shall act as a certificate of cancellation for each party to the merger or consolidation that is not the surviving entity or the new entity.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.