Rhode Island General Laws > Chapter 7-13.1 > Part 11 – Merger, Interest Exchange, Conversion, and Domestication


Subpart 1	General Provisions
Subpart 2	Merger
Subpart 3	Interest Exchange
Subpart 4	Conversion
Subpart 5	Domestication

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Terms Used In Rhode Island General Laws > Chapter 7-13.1 > Part 11 - Merger, Interest Exchange, Conversion, and Domestication

Acquired entity: means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. See Rhode Island General Laws 7-13.1-1101
Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Rhode Island General Laws 7-13.1-1101
Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
Appraisal: A determination of property value.
Articles of merger: means a statement under Rhode Island General Laws 7-13.1-1101
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. ^{Source: OCC}
Bequest: Property gifted by will.
Brand: means a term, design, or trademark used in connection with one or several grades of commercial fertilizer. See Rhode Island General Laws 2-7-3
Certificate of limited partnership: means the certificate required by Rhode Island General Laws 7-13.1-102
Commercial fertilizer: means any substance containing one or more recognized plant nutrient(s) that is used for its plant nutrient content and that is designed for use or claimed to have value in promoting plant growth, except unmanipulated animal and vegetable manures, marl, lime, limestone, wood ashes and gypsum, and other products exempted by regulation of the director. See Rhode Island General Laws 2-7-3
Commercial unit: means such a unit of goods as by commercial usage is a single whole for purposes of lease and division of which materially impairs its character or value on the market or in use. See Rhode Island General Laws 6A-2.1-103
Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
Consumer lease: means a lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and who takes under the lease primarily for a personal, family, or household purpose. See Rhode Island General Laws 6A-2.1-103
Contract: A legal written agreement that becomes binding when signed.
Conversion: means a transaction authorized by subpart 4. See Rhode Island General Laws 7-13.1-1101
Converted entity: means the converting entity as it continues in existence after a conversion. See Rhode Island General Laws 7-13.1-1101
Converting entity: means the domestic entity that approves a plan of conversion pursuant to Rhode Island General Laws 7-13.1-1101
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.
Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
Decedent: A deceased person.
Deed: The legal instrument used to transfer title in real property from one person to another.
Devise: To gift property by will.
Director: means director of the department of environmental management or his or her authorized agent. See Rhode Island General Laws 2-7-3
Director: means the director of environmental management. See Rhode Island General Laws 4-10-1
Distributional interest: means the right under an unincorporated entity's organic law and organic rules to receive distributions from the entity. See Rhode Island General Laws 7-13.1-1101
Distributor: means any person who imports, consigns, manufactures, produces, compounds, mixes, or blends commercial fertilizer, or who offers for sale, sells, barters, or otherwise supplies commercial fertilizer in this state. See Rhode Island General Laws 2-7-3
Domesticated limited partnership: means the domesticating limited partnership as it continues in existence after a domestication. See Rhode Island General Laws 7-13.1-1101
Domesticating limited partnership: means the domestic limited partnership that approves a plan of domestication pursuant to Rhode Island General Laws 7-13.1-1101
Domestication: means a transaction authorized by subpart 5. See Rhode Island General Laws 7-13.1-1101
Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
Fault: means wrongful act, omission, breach, or default. See Rhode Island General Laws 6A-2.1-103
Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
Filing entity: means an entity whose formation requires the filing of a public organic record. See Rhode Island General Laws 7-13.1-1101
Finance lease: means a lease with respect to which:

(i) The lessor does not select, manufacture, or supply the goods;

(ii) The lessor acquires the goods or the right to possession and use of the goods in connection with the lease; and

(iii) One of the following occurs:

(A) The lessee receives a copy of the contract by which the lessor acquired the goods or the right to possession and use of the goods before signing the lease contract;

(B) The lessee's approval of the contract by which the lessor acquired the goods or the right to possession and use of the goods is a condition to effectiveness of the lease contract;

(C) The lessee, before signing the lease contract, receives an accurate and complete statement designating the promises and warranties, and any disclaimers of warranties, limitations or modifications of remedies, or liquidated damages, including those of a third party, such as the manufacturer of the goods, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods; or

(D) If the lease is not a consumer lease, the lessor, before the lessee signs the lease contract, informs the lessee in writing (a) of the identity of the person supplying the goods to the lessor, unless the lessee has selected that person and directed the lessor to acquire the goods or the right to possession and use of the goods from that person, (b) that the lessee is entitled under this chapter to the promises and warranties, including those of any third party, provided to the lessor by the person supplying the goods in connection with or as part of the contract by which the lessor acquired the goods or the right to possession and use of the goods, and (c) that the lessee may communicate with the person supplying the goods to the lessor and receive an accurate and complete statement of those promises and warranties, including any disclaimers and limitations of them or of remedies. See Rhode Island General Laws 6A-2.1-103
Foreign limited partnership: means an unincorporated entity formed under the law of a jurisdiction other than this state which would be a limited partnership if formed under the law of this state. See Rhode Island General Laws 7-13.1-102
General partner: means a person that:

(i) Has become a general partner under Rhode Island General Laws 7-13.1-102
Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
Goods: means all things that are movable at the time of identification to the lease contract, or are fixtures (§?6A-2. See Rhode Island General Laws 6A-2.1-103
Governance interest: means a right under the organic law or organic rules of an unincorporated entity, other than as a governor, agent, assignee, or proxy, to:

(i) Receive or demand access to information concerning, or the books and records of, the entity;

(ii) Vote for or consent to the election of the governors of the entity; or

(iii) Receive notice of or vote on or consent to an issue involving the internal affairs of the entity. See Rhode Island General Laws 7-13.1-1101
Governor: means :

(i) A director of a business corporation or an officer of a business corporation that has no board of directors;

(ii) A director or trustee of a nonprofit corporation;

(iii) A general partner of a general partnership;

(iv) A general partner of a limited partnership;

(v) A manager of a manager-managed limited liability company;

(vi) A member of a member-managed limited liability company;

(vii) A director of a general cooperative association;

(viii) A director of a limited cooperative association;

(ix) A manager of an unincorporated nonprofit association;

(x) A trustee of a statutory trust, business trust, or common-law business trust; or

(xi) Any other person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. See Rhode Island General Laws 7-13.1-1101
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
Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
Interest: means :

(i) A share in a business corporation;

(ii) A membership in a nonprofit corporation;

(iii) A partnership interest in a general partnership;

(iv) A partnership interest in a limited partnership;

(v) A membership interest in a limited liability company;

(vi) A share in a general cooperative association;

(vii) A member's interest in a limited cooperative association;

(viii) A membership in an unincorporated nonprofit association;

(ix) A beneficial interest in a statutory trust, business trust, or common-law business trust; or

(x) A governance interest or distributional interest in any other type of unincorporated entity. See Rhode Island General Laws 7-13.1-1101
Interest exchange: means a transaction authorized by subpart 3. See Rhode Island General Laws 7-13.1-1101
Interest holder: means :

(i) A shareholder of a business corporation;

(ii) A member of a nonprofit corporation;

(iii) A general partner of a general partnership;

(iv) A general partner of a limited partnership;

(v) A limited partner of a limited partnership;

(vi) A member of a limited liability company;

(vii) A shareholder of a general cooperative association;

(viii) A member of a limited cooperative association;

(ix) A member of an unincorporated nonprofit association;

(x) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust; or

(xi) Any other direct holder of an interest. See Rhode Island General Laws 7-13.1-1101
Interest holder liability: means :

(i) Personal liability for a liability of an entity which is imposed on a person:

(A) Solely by reason of the status of the person as an interest holder; or

(B) By the organic rules of the entity which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or

(ii) An obligation of an interest holder under the organic rules of an entity to contribute to the entity. See Rhode Island General Laws 7-13.1-1101
Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. ^{Source: OCC}
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.
Jurisdiction of formation: means the jurisdiction whose law governs the internal affairs of an entity. See Rhode Island General Laws 7-13.1-102
Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
Lease: means a transfer of the right to possession and use of goods for a term in return for consideration, but a sale, including a sale on approval or a sale or return, or retention or creation of a security interest is not a lease. See Rhode Island General Laws 6A-2.1-103
Lease agreement: means the bargain, with respect to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this chapter. See Rhode Island General Laws 6A-2.1-103
Lease contract: means the total legal obligation that results from the lease agreement as affected by this chapter and any other applicable rules of law. See Rhode Island General Laws 6A-2.1-103
Leasehold interest: means the interest of the lessor or the lessee under a lease contract. See Rhode Island General Laws 6A-2.1-103
Lessee: means a person who acquires the right to possession and use of goods under a lease. See Rhode Island General Laws 6A-2.1-103
Lessor: means a person who transfers the right to possession and use of goods under a lease. See Rhode Island General Laws 6A-2.1-103
Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
License: means the certificate issued by the director to any person, firm, partnership, or corporation regularly engaged in the business of buying, selling and/or transporting live poultry to be sold or used for food. See Rhode Island General Laws 4-10-1
Limited partner: means a person that:

(i) Has become a limited partner under Rhode Island General Laws 7-13.1-102
Merger: means a transaction authorized by subpart 2. See Rhode Island General Laws 7-13.1-1101
Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Rhode Island General Laws 7-13.1-1101
Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
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.
Organic law: means the law of an entity's jurisdiction of formation governing the internal affairs of the entity. See Rhode Island General Laws 7-13.1-1101
Organic rules: means the public organic record and private organic rules of an entity. See Rhode Island General Laws 7-13.1-1101
Partner: means a limited partner or general partner. See Rhode Island General Laws 7-13.1-102
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.
Partnership agreement: means the agreement, whether or not referred to as a partnership agreement and whether oral, implied, in a record, or in any combination thereof, of all the partners of a limited partnership concerning the matters described in Rhode Island General Laws 7-13.1-102
Person: includes individual, partnership, association, firm, and corporation. See Rhode Island General Laws 2-7-3
Person: means an individual, business corporation, nonprofit corporation, partnership, limited partnership, limited liability company, general cooperative association, limited cooperative association, unincorporated nonprofit association, cooperative housing corporation, workers' cooperative, producers' cooperative, consumer's cooperative, statutory trust, business trust, common-law business trust, estate, trust, association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Rhode Island General Laws 7-13.1-102
person: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
Plaintiff: The person who files the complaint in a civil lawsuit.
Plan: means a plan of merger, plan of interest exchange, plan of conversion, or plan of domestication. See Rhode Island General Laws 7-13.1-1101
Plan of conversion: means a plan under Rhode Island General Laws 7-13.1-1101
Plan of domestication: means a plan under Rhode Island General Laws 7-13.1-1101
Plan of interest exchange: means a plan under Rhode Island General Laws 7-13.1-1101
Plan of merger: means a plan under Rhode Island General Laws 7-13.1-1101
Private organic rules: means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all its interest holders, and are not part of its public organic record, if any. See Rhode Island General Laws 7-13.1-1101
Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Rhode Island General Laws 7-13.1-102
Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
Protected agreement: means :

(i) A record evidencing indebtedness and any related agreement in effect on January 1, 2023;

(ii) An agreement that is binding on an entity on January 1, 2023;

(iii) The organic rules of an entity in effect on January 1, 2023; or

(iv) An agreement that is binding on any of the governors or interest holders of an entity on January 1, 2023. See Rhode Island General Laws 7-13.1-1101
Public organic record: means the record the filing of which by the secretary of state is required to form an entity and any amendment to or restatement of that record. See Rhode Island General Laws 7-13.1-1101
Purchase: includes taking by sale, lease, mortgage, security interest, pledge, gift, or any other voluntary transaction creating an interest in goods. See Rhode Island General Laws 6A-2.1-103
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
Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
Registered foreign entity: means a foreign entity that is registered to do business in this state pursuant to a record filed by the secretary of state. See Rhode Island General Laws 7-13.1-1101
Registrant: means the person who registers commercial fertilizer under the provisions of this chapter. See Rhode Island General Laws 2-7-3
Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
seal: shall be construed to include an impression of the seal made with or without the use of wax or wafer on the paper. See Rhode Island General Laws 43-3-15
Service of process: The service of writs or summonses to the appropriate party.
State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Rhode Island General Laws 7-13.1-102
Statement of conversion: means a statement under Rhode Island General Laws 7-13.1-1101
Statement of domestication: means a statement under Rhode Island General Laws 7-13.1-1101
Statement of interest exchange: means a statement under Rhode Island General Laws 7-13.1-1101
Statute: A law passed by a legislature.
Sublease: means a lease of goods the right to possession and use of which was acquired by the lessor as a lessee under an existing lease. See Rhode Island General Laws 6A-2.1-103
Supplier: means a person from whom a lessor buys or leases goods to be leased under a finance lease. See Rhode Island General Laws 6A-2.1-103
Supply contract: means a contract under which a lessor buys or leases goods to be leased. See Rhode Island General Laws 6A-2.1-103
Surviving entity: means the entity that continues in existence after or is created by a merger. See Rhode Island General Laws 7-13.1-1101
Testimony: Evidence presented orally by witnesses during trials or before grand juries.
town: may be construed to include city; the words "town council" include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
town council: include city council; the words "town clerk" include city clerk; the words "ward clerk" include clerk of election district; the words "town treasurer" include city treasurer; and the words "town sergeant" include city sergeant. See Rhode Island General Laws 43-3-9
Transfer: includes :

(i) An assignment;

(ii) A conveyance;

(iii) A sale;

(iv) A lease;

(v) An encumbrance, including a mortgage or security interest;

(vi) A gift; and

(vii) A transfer by operation of law. See Rhode Island General Laws 7-13.1-102
Trustee: A person or institution holding and administering property in trust.
Type of entity: means a generic form of entity:

(i) Recognized at common law; or

(ii) Formed under an organic law, whether or not some entities formed under that organic law are subject to provisions of that law that create different categories of the form of entity. See Rhode Island General Laws 7-13.1-1101
Uniform Commercial Code: A set of statutes enacted by the various states to provide consistency among the states' commercial laws. It includes negotiable instruments, sales, stock transfers, trust and warehouse receipts, and bills of lading. ^{Source: OCC}
United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8