§ 7-16-62 — § 7-16-62. Articles of merger or consolidation.

Rhode Island § 7-16-62

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

Text

§ 7-16-62. Articles of merger or consolidation.

(a) After a plan of merger or consolidation is approved by all domestic constituent entities as provided in § 7-16-61, the surviving entity or the new entity shall deliver in duplicate to the secretary of state for filing articles of merger or consolidation duly executed by each constituent entity setting forth:

(1) The identity of each constituent entity by name, type and state or other jurisdiction under whose laws it is organized or formed;

(2) The plan of merger or consolidation;

(3) The effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation;

(4) The identity of the surviving entity or the new entity by name, type and state or other jurisdiction under whose laws it is organized or formed; and

(5) A statement that the plan of merger was authorized and approved by each constituent entity.

(b) A merger or consolidation takes effect on the later of the effective date of the filing of the articles of merger or consolidation or the date set forth in the plan of merger or consolidation.

(c) Articles of merger or consolidation shall act as a certificate of cancellation for each domestic limited partnership party to the merger or consolidation that is not the surviving entity or the new entity.

Legislative History

P.L. 1992, ch. 280, § 1.