Rhode Island General Laws 7-6-43. Procedure for merger
(a) Notwithstanding anything to the contrary contained in any general or public law, rule, or regulation, any two (2) or more entities, whether defined in § 7-6-2, § 7-1.2-106, § 7-13-1, or § 7-16-2, may merge into one of the entities pursuant to a plan of merger approved in the manner provided in this chapter. This section does not apply to insurance holding company systems as defined in § 27-35-1.
Terms Used In Rhode Island General Laws 7-6-43
- Articles of incorporation: means the original or restated articles of incorporation or articles of consolidation and all amendments to it, including articles of merger and special acts of the general assembly creating corporations and/or entities. See Rhode Island General Laws 7-6-2
- Entity: includes a domestic or foreign business corporation, domestic or foreign nonprofit corporation, domestic or foreign unincorporated entity, estate, trust, state, the United States, a foreign government, or a governmental subdivision. See Rhode Island General Laws 7-6-2
- Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
(b) Each entity shall adopt a plan of merger setting forth:
(1) The names of the entities proposing to merge, and the name of the entity into which they propose to merge, which is subsequently designated as the surviving entity;
(2) The terms and conditions of the proposed merger;
(3) A statement of any changes in the articles of incorporation of the surviving entity to be effected by the merger; and
(4) Such other provisions regarding the proposed merger that are deemed necessary or desirable.
History of Section.
P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1; P.L. 2005, ch. 36, § 4; P.L. 2005, ch. 72, § 4; P.L. 2021, ch. 232, § 1, effective July 8, 2021; P.L. 2021, ch. 335, § 1, effective July 9, 2021.