Rhode Island General Laws 7-13.1-1122. Plan of merger
(a) A domestic limited partnership may become a party to a merger under this subpart by approving a plan of merger. The plan must be in a record and contain:
(1) As to each merging entity, its name, jurisdiction of formation, and type of entity;
(2) If the surviving entity is to be created in the merger, a statement to that effect and the entity’s name, jurisdiction of formation, and type of entity;
(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing;
(4) If the surviving entity exists before the merger, any proposed amendments to:
(i) Its public organic record, if any; and
(ii) Its private organic rules that are, or are proposed to be, in a record;
(5) If the surviving entity is to be created in the merger:
(i) Its proposed public organic record, if any; and
(ii) The full text of its private organic rules that are proposed to be in a record;
(6) The other terms and conditions of the merger; and
(7) Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
Terms Used In Rhode Island General Laws 7-13.1-1122
- 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
- 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
- Organic rules: means the public organic record and private organic rules of an entity. See Rhode Island General Laws 7-13.1-1101
- 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.
- 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 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
- 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
- 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
- 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
(b) In addition to the requirements of subsection (a) of this section, a plan of merger may contain any other provision not prohibited by law.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.