§ 7-16-61 — § 7-16-61. Approval of merger or consolidation.

Rhode Island § 7-16-61

• Jurisdiction: Rhode Island
• Title 7: Corporations, Associations and Partnerships
• Ch. 7-16: The Rhode Island Limited Liability Company Act

Text

§ 7-16-61. Approval of merger or consolidation.

(a) A proposed plan of merger or consolidation complying with the requirements of § 7-16-60 shall be approved by the domestic constituent entities in the manner provided by this section:

(1) A limited liability company party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by § 7-16-21;

(2) A domestic corporation party to a proposed merger or consolidation shall have the plan of merger or consolidation authorized and approved in the manner and by the vote required by the laws of this state for mergers of corporations with other corporations;

(3) A domestic limited partnership party to a proposed merger or consolidation shall have the plan of merger or consolidation, unless otherwise provided in the limited partnership agreement, authorized and approved in the manner and by the vote required by the laws of this state for mergers or consolidations of a domestic limited partnership with other limited partnerships or other business entities.

(b) After a merger or consolidation is authorized, unless the plan of merger or consolidation provides otherwise, and at any time before articles of merger or consolidation are filed under § 7-16-62, the plan of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the plan of merger or consolidation or, if none is set forth, as follows:

(1) By the unanimous consent of the members of each limited liability company that is a constituent entity, unless the operating agreement of the limited liability company provides otherwise;

(2) By the vote of the board of directors of any corporation that is a constituent entity;

(3) By the approval of all general partners and all limited partners of any limited partnership that is a constituent entity unless the limited partnership agreement provides otherwise.

Legislative History

P.L. 1992, ch. 280, § 1; P.L. 1997, ch. 188, § 5; P.L. 2001, ch. 250, § 1.