Rhode Island General Laws 7-1.2-1005. Effect of merger
(a) A merger becomes effective upon the issuance of a certificate of merger by the secretary of state or on a later date as is stated in the plan.
Terms Used In Rhode Island General Laws 7-1.2-1005
- Articles of incorporation: means the original or restated articles of incorporation and all of their amendments including agreements of merger. See Rhode Island General Laws 7-1.2-106
- 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
- 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) When a merger becomes effective:
(1) The several corporations, parties to the plan of merger, are a single corporation, which is that corporation designated in the plan of merger as the surviving or new corporation.
(2) The separate existence of all corporations, parties to the plan of merger, except the surviving or new corporation, ceases.
(3) The surviving or new corporation has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a corporation organized under this chapter.
(4) The surviving or new corporation at that time and subsequently possesses all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging corporations; and all property, real, personal, and mixed, all debts due on whatever account, including subscriptions to shares, all other choses in action, and all and every other interest of or belonging to or due to each of the corporations merged, is taken and deemed to be transferred to and vested in the single corporation without further act or deed; and the title to any real estate, or any interest in real estate, vested in any of the corporations does not revert or is in any way impaired because of the merger.
(5) The surviving or new corporation is subsequently responsible and liable for all the liabilities and obligations of each of the corporations merged or consolidated; and any claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the merger had not taken place, or the surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any corporation is impaired by the merger.
(6) The articles of incorporation of the surviving corporation are deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; or, in the case of a new corporation, the statements in the articles of merger which are required or permitted to be stated in the articles of incorporation of corporations organized under this chapter are deemed to be the original articles of incorporation of the new corporation.
(7) The shares of the corporation or corporations party to the plan that are, under the terms of the plan, to be converted or exchanged, cease to exist, and the holders of the shares are entitled only to the shares, obligations, other securities, cash, or other property into which they have been converted or for which they have been exchanged in accordance with the plan, subject to any rights under § 7-1.2-1201.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.