(a)  Any corporation owning at least ninety percent (90%) of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation. Its board of directors shall, by resolution, approve a plan of merger stating:

(1)  The name of the subsidiary corporation and the name of the corporation owning at least ninety percent (90%) of its shares, which is subsequently in these provisions designated as the surviving corporation.

(2)  The manner and basis of converting the shares of the subsidiary corporation (other than those held by the surviving corporation) into shares or other securities or obligations of the surviving corporation or of any other corporation, or in whole or in part, into cash or other consideration to be paid upon the surrender of each share of the subsidiary corporation.

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Terms Used In Rhode Island General Laws 7-1.2-1004

  • 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.
  • 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 7-1.2-106
  • 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 7-1.2-106
  • Shareholder: means one who is a holder of record of shares in a corporation. See Rhode Island General Laws 7-1.2-106
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Rhode Island General Laws 7-1.2-106
  • State: means the state of Rhode Island. See Rhode Island General Laws 7-1.2-106

(b)  A copy of the plan of merger must be mailed to each shareholder of the subsidiary corporation.

(c)  Articles of merger must be executed by the surviving corporation by an authorized representative and must state:

(1)  The plan of merger; and

(2)  If, pursuant to § 7-1.2-1005, the merger is to become effective at a time subsequent to the issuance of the certificate of merger by the secretary of state, the date when the merger is to become effective.

(d)  On and after the thirtieth (30th) day after the mailing of a copy of the agreement of merger to shareholders of the subsidiary corporation or upon the waiver of the mailing by the holders of all outstanding shares, original articles of merger must be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, the secretary of state shall, when all fees and franchise taxes have been paid:

(1)  Endorse on the original the word “Filed”, and the month, day, and year of the filing;

(2)  File the original in his or her office; and

(3)  Issue a certificate of merger.

(e)  The secretary of state shall deliver the certificate of merger to the surviving corporation or its representative.

History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005, ch. 130, § 1; P.L. 2006, ch. 163, § 1; P.L. 2006, ch. 188, § 1.