TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-13
Limited Partnerships

SECTION 7-13-68


§ 7-13-68 Merger and consolidation.

(a) As used in this section, "other business entity" means a corporation, a business trust or association, a real estate investment trust, a common-law trust, a limited liability corporation, whether foreign or domestic, or an unincorporated business, including a partnership, whether general or limited, but excluding a domestic limited partnership.

(b)(1) Pursuant to an agreement of merger or consolidation, a domestic limited partnership may merge or consolidate with or into one or more domestic limited partnerships or other business entities formed or organized under the laws of the state of Rhode Island or any other state or the United States or any foreign country or other foreign jurisdiction, with any domestic limited partnership or other business entity that the agreement provides being the surviving or resulting domestic limited partnership or other business entity. Unless otherwise provided in the partnership agreement, a merger or consolidation shall be approved by each domestic limited partnership which is to merge or consolidate:

(i) By all general partners; and

(ii) By the limited partners or, if there is more than one class or group of limited partners, then by each class or group of limited partners, in either case, by limited partners who own more than fifty percent (50%) of the then current percentage or other interest in the profits of the domestic limited partnership owned by all of the limited partners or by the limited partners in each class or group, as appropriate.

(2) In connection with a merger or consolidation under this section, rights or securities of, or interests in, a limited partnership or other business entity which is not a limited partnership or other business entity which is a constituent party to the merger or consolidation may be exchanged for or converted into cash, property, rights or securities of, or interests in, the surviving or resulting limited partnership or other business entity in the merger or consolidation. Despite prior approval, an agreement of merger or consolidation may be terminated or amended pursuant to a provision for termination or amendment contained in the agreement of merger or consolidation.

(c) If a domestic limited partnership is merging or consolidating under this section, the domestic limited partnership or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation in the office of the secretary of state, stating:

(1) The name and jurisdiction of formation or organization of each of the domestic limited partnerships or other business entities which is to merge or consolidate;

(2) That an agreement of merger or consolidation has been approved and executed by each of the domestic limited partnerships or other business entities which is to merge or consolidate;

(3) The name of the surviving or resulting domestic limited partnership or other business entity;

(4) The future effective date or time, which shall be a date or time certain, of the merger or consolidation if it is not to be effective upon the filing of the certificate of merger or consolidation;

(5) That the agreement of merger or consolidation is on file at a place of business of the surviving or resulting domestic limited partnership or other business entity, and shall state the address of that place of business;

(6) That a copy of the agreement of merger or consolidation will be furnished by the surviving or resulting domestic limited partnership or other business entity, on request and without cost, to any partner of any domestic limited partnership or any person holding an interest in any other business entity which is to merge or consolidate; and

(7) If the surviving or resulting entity is not a domestic limited partnership or corporation organized under the laws of Rhode Island, a statement that the surviving or resulting other business entity agrees that it may be served with process in Rhode Island in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership which is to merge or consolidate, irrevocably appointing the secretary of state as its agent to accept service of process in the action, suit or proceeding and specifying the address to which a copy of the process is to be mailed to it by the secretary of state. In the event of service under this section on the secretary of state, the procedures set forth in § 7-1.2-503 are applicable, except that the plaintiff in any action, suit or proceeding shall furnish the secretary of state with the address specified in the certificate of merger or consolidation provided for in this section and any other address which the plaintiff elects to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the surviving or resulting other business entity at all addresses furnished by the plaintiff in accordance with the procedures set forth in § 7-1.2-503.

(d) Any failure to file a certificate of merger or consolidation in connection with a merger or consolidation pursuant to this section which was effective prior to the effective date of this section does not affect the validity or effectiveness of the merger or consolidation.

(e) Unless a future effective date or time is provided in a certificate of merger or consolidation, in which event a merger or consolidation is effective at that future effective date or time, a merger or consolidation is effective upon the filing in the office of the secretary of state of a certificate of merger or consolidation.

(f) A certificate of merger or consolidation acts as a certificate of cancellation for a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation.

(g)(1) Notwithstanding anything to the contrary contained in a partnership agreement, a partnership agreement containing a specific reference to this subsection may provide that an agreement of merger or consolidation approved in accordance with subsection (b) may:

(i) Effect any amendment to the partnership agreement; or

(ii) Effect the adoption of a new partnership agreement for a limited partnership if it is the surviving or resulting limited partnership in the merger or consolidation.

(2) Any amendment to a partnership agreement or adoption of a new partnership agreement made pursuant to the preceding sentence is effective at the effective time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or of any of the matters referred to in this section by any other means provided for in a partnership agreement or other agreement or as otherwise permitted by law, including that the partnership agreement of any constituent limited partnership to the merger or consolidation (including a limited partnership formed for the purpose of consummating a merger or consolidation) is the partnership agreement of the surviving or resulting limited partnership.

(h) When any merger or consolidation has become effective under this section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges and powers of each of the domestic limited partnerships and other business entities that have merged or consolidated, and all property, real, personal, and mixed, and all debts due to any of those domestic limited partnerships and other business entities, as well as all other things and causes of action belonging to each of those domestic limited partnerships and other business entities, are vested in the surviving or resulting domestic limited partnership or other business entity, and are subsequently the property of the surviving or resulting domestic limited partnership or other business entity as they were of each of the domestic limited partnerships and other business entities that have merged or consolidated. The title to any real property vested by deed or otherwise, under the laws of the state of Rhode Island, in any of those domestic limited partnerships and other business entities, does not revert or in any way become impaired because of this chapter; but all rights of creditors and all liens upon any property of the domestic limited partnerships and other business entities are preserved unimpaired, and all debts, liabilities and duties of each of the domestic limited partnerships and other business entities that have merged or consolidated subsequently attach to the surviving or resulting domestic limited partnership or other business entity, and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it. Unless otherwise agreed, a merger or consolidation of a domestic limited partnership, including a domestic limited partnership which is not the surviving or resulting entity in the merger or consolidation, does not require the domestic limited partnership to wind up its affairs under § 7-13-46 or pay its liabilities and distribute its assets under § 7-13-47.

History of Section.
(P.L. 1992, ch. 227, § 3; P.L. 1997, ch. 188, § 4; P.L. 2005, ch. 36, § 8; P.L. 2005, ch. 72, § 8.)