2007 -- S 0830
A N A C T
RELATING TO CORPORATIONS, ASSOCIATIONS AND PARTNERSHIPS -- RHODE ISLAND BUSINESS CORPORATION ACT
Introduced By: Senator William A. Walaska
Date Introduced: March 07, 2007
It is enacted by the General Assembly as follows:
SECTION 1. Section 7-1.2-1006 of the General Laws in Chapter 7-1.2 entitled "Rhode
Island Business Corporation Act" is hereby amended to read as follows:
of domestic and foreign corporations Merger of domestic and
foreign corporations or other business entities. -- (a) One or more foreign corporations or other
domestic or foreign business entities, and one or more domestic corporations may be merged in
the following manner, if the merger is permitted by the laws of the state under which each foreign
corporation or other business entity, is organized:
(1) Each domestic corporation shall comply with the provisions of this chapter with
respect to the merger of domestic corporations, and each foreign corporation or other business
entity, shall comply with the applicable provisions of the laws of the state under which it is
(2) If the surviving or new corporation, or other business entity, as the case may be, is to
be governed by the laws of any state other than this state, it shall comply with the provisions of
this chapter with respect to foreign corporations (or in the case of other business entities, such
chapter of the Rhode Island general laws relating to such other business entities) if it is to transact
business in this state, and in every case it shall file with the secretary of state of this state:
(i) An agreement that it may be served with process in this state in any proceeding for
the enforcement of any obligation of any domestic corporation which is a party to the merger and
in any proceeding for the enforcement of the rights of a dissenting shareholder of any domestic
corporation against the surviving or new corporation;
(ii) An irrevocable appointment of the secretary of state of this state as its agent to accept
service of process in any proceeding; and
(iii) An agreement that it will promptly pay to the dissenting shareholders of any
domestic corporation the amount, if any, to which they are entitled under the provisions of this
chapter regarding the rights of dissenting shareholders.
(b) The effect of the merger is the same as in the case of the merger of domestic
corporations, if the surviving or new corporation or other business entity is to be governed by the
laws of this state. If the surviving or new corporation is to be governed by the laws of any state
other than this state, the effect of the merger is the same as in the case of the merger of domestic
corporations except insofar as the laws of the other state provide otherwise.
(c) At any time prior to the filing of the articles of merger, the merger may be abandoned
pursuant to provisions for abandonment, if any, stated in the plan of merger.
(d) As used in this section, "other business entity" means a business trust or association, a
real estate investment trust, a common-law trust, a limited liability company or an unincorporated
business, including a partnership, whether general or limited.
SECTION 2. This act shall take effect upon passage.