(a)  When a merger becomes effective:

(1)  The surviving entity continues or comes into existence;

(2)  Each merging entity that is not the surviving entity ceases to exist;

(3)  All property of each merging entity vests in the surviving entity without transfer, reversion, or impairment;

(4)  All debts, obligations, and other liabilities of each merging entity are debts, obligations, and other liabilities of the surviving entity;

(5)  Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of each merging entity vest in the surviving entity;

(6)  If the surviving entity exists before the merger:

(i)  All its property continues to be vested in it without transfer, reversion, or impairment;

(ii)  It remains subject to all its debts, obligations, and other liabilities; and

(iii)  All its rights, privileges, immunities, powers, and purposes continue to be vested in it;

(7)  The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;

(8)  If the surviving entity exists before the merger:

(i)  Its public organic record, if any, is amended to the extent provided in the statement of merger; and

(ii)  Its private organic rules that are to be in a record, if any, are amended to the extent provided in the plan of merger;

(9)  If the surviving entity is created by the merger, its private organic rules become effective and:

(i)  If it is a filing entity, its public organic record becomes effective; and

(ii)  If it is a limited liability partnership, its statement of qualification becomes effective; and

(10)  The interests in each merging entity which are to be converted in the merger are converted, and the interest holders of those interests are entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under § 7-13.1-1106 and the merging entity’s organic law.

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Terms Used In Rhode Island General Laws 7-13.1-1126

  • Appraisal: A determination of property value.
  • Filing entity: means an entity whose formation requires the filing of a public organic record. 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

  • 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 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

  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • 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
  • 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
  • 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: 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
  • 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
  • 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
  • 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
  • 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

(b)  Except as otherwise provided in the organic law or organic rules of a merging entity, the merger does not give rise to any rights that an interest holder, governor, or third party would have upon a dissolution, liquidation, or winding up of the merging entity.

(c)  When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and becomes subject to interest holder liability with respect to a domestic entity as a result of the merger has interest holder liability only to the extent provided by the organic law of that entity and only for those debts, obligations, and other liabilities that are incurred after the merger becomes effective.

(d)  When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging limited partnership with respect to which the person had interest holder liability is subject to the following rules:

(1)  The merger does not discharge any interest holder liability under this chapter to the extent the interest holder liability was incurred before the merger became effective.

(2)  The person does not have interest holder liability under this chapter for any debt, obligation, or other liability that is incurred after the merger becomes effective.

(3)  This chapter continues to apply to the release, collection, or discharge of any interest holder liability preserved under subsection (d)(1) of this section as if the merger had not occurred.

(4)  The person has whatever rights of contribution from any other person as are provided by this chapter, law other than this chapter, or the partnership agreement of the domestic merging limited partnership with respect to any interest holder liability preserved under subsection (d)(1) of this section as if the merger had not occurred.

(e)  When a merger becomes effective, a foreign entity that is the surviving entity may be served with process in this state for the collection and enforcement of any debts, obligations, or other liabilities of a domestic merging limited partnership as provided in § 7-13.1-121.

(f)  When a merger becomes effective, the registration to do business in this state of any foreign merging entity that is not the surviving entity is canceled.

History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023.