Rhode Island General Laws 7-1.2-1006. Merger of domestic and foreign corporations or other business entities
(a) One or more foreign corporations or other domestic or foreign business entities, and one or more domestic corporations may be merged in the following manner, if the merger is permitted by the laws of the state under which each foreign corporation or other business entity, is organized:
(1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger of domestic corporations, and each foreign corporation or other business entity, shall comply with the applicable provisions of the laws of the state under which it is organized.
(2) If the surviving or new corporation, or other business entity, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations (or in the case of other business entities, such chapter of the Rhode Island general laws relating to such other business entities) if it is to transact business in this state, and in every case it shall file with the secretary of state of this state:
(i) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any domestic corporation against the surviving or new corporation;
(ii) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any proceeding; and
(iii) An agreement that it will promptly pay to the dissenting shareholders of any domestic corporation the amount, if any, to which they are entitled under the provisions of this chapter regarding the rights of dissenting shareholders.
Terms Used In Rhode Island General Laws 7-1.2-1006
- 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.
- domestic corporation: means a corporation for profit subject to the provisions of this chapter, except a foreign corporation. 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
- Foreign corporation: means a corporation for profit organized under laws other than the laws of this state for a purpose or purposes for which a corporation may be organized under this chapter. See Rhode Island General Laws 7-1.2-106
- 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.
- 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
- Service of process: The service of writs or summonses to the appropriate party.
- Shareholder: means one who is a holder of record of shares in a corporation. 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) The effect of the merger is the same as in the case of the merger of domestic corporations, if the surviving or new corporation or other business entity is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger is the same as in the case of the merger of domestic corporations except insofar as the laws of the other state provide otherwise.
(c) At any time prior to the filing of the articles of merger, the merger may be abandoned pursuant to provisions for abandonment, if any, stated in the plan of merger.
(d) As used in this section, “other business entity” means a business trust or association, a real estate investment trust, a common-law trust, a limited liability company or an unincorporated business, including a partnership, whether general or limited.
History of Section.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2007, ch. 96, § 1; P.L. 2007, ch. 110, § 1.