TITLE 7
Corporations, Associations, and Partnerships

CHAPTER 7-6
Rhode Island Nonprofit Corporation Act

SECTION 7-6-47


§ 7-6-47 Effect of merger or consolidation.

(a) Upon the issuance of the certificate of merger, or the certificate of consolidation by the secretary of state, the merger or consolidation is effected.

(b) When the merger or consolidation has been effected:

(1) The several corporations parties to the plan of merger or consolidation are a single corporation, which, in the case of a merger, is that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, is the new corporation provided for in the plan of consolidation.

(2) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, ceases.

(3) The surviving or new corporation has all the rights, privileges, immunities, and powers and is subject to all the duties and liabilities of a corporation organized under this chapter.

(4) The surviving or new corporation at that time and subsequently possesses all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal, and mixed, and all debts due on any account, and all other choses in action. Every other interest, of or belonging to or due to each of the corporations merged or consolidated, is deemed to be transferred to and vested in the single corporation without further act or deed The title to any real estate, or any interest in it, vested in any of the corporations does not revert or become in any way impaired because of the merger or consolidation.

(5) The surviving or new corporation is from that time on responsible and liable for all the liabilities and obligations of each of the corporations merged or consolidated. Any claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the merger or consolidation had not taken place, or the surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any corporation is impaired by the merger or consolidation.

(6) In the case of a merger, the articles of incorporation of the surviving corporation are deemed to be amended to the extent that changes in its articles of incorporation are stated in the plan of merger. In the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter are deemed to be the articles of incorporation of the new corporation.

History of Section.
(P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.)