Approval by shareholders of merger.
R.I. Gen. Laws § 7-1.2-1002
in effect7-1.2-1002. Approval by shareholders of merger.
(a) The board of directors of each corporation, upon approving the plan of merger, shall,
by resolution, direct that the plan be submitted to a vote at a meeting of shareholders,
which may be either an annual or a special meeting. Written notice must be given to
each shareholder, whether or not entitled to vote at the meeting, not less than twenty
(20) days before the meeting, in the manner provided in this chapter for the giving
of notice of meetings of shareholders, and, whether the meeting is an annual or a
special meeting, must state that the purpose or one of the purposes is to consider
the proposed plan of merger. A copy or a summary of the plan of merger, as the case
may be, together with a statement of the shareholder’s right to dissent and a copy
or a summary of § 7-1.2-1202, must be included in or enclosed with the notice except where no such right is available.
(b) At each meeting, shareholders shall vote on the proposed plan of merger. The plan
of merger is approved upon receiving the affirmative vote of the holders of a majority
of the shares entitled to vote on the plan of merger of each corporation, unless any
class of shares of any corporation is entitled to vote as a class on it, in which
event, as to the corporation, approval of the plan of merger also requires the affirmative
vote of the holders of a majority of the shares of each class of shares entitled to
vote as a class on it. Any class of shares of the surviving corporation and the merged
corporation in a merger is entitled to vote as a class, whether or not the class is
otherwise entitled to vote, if the plan of merger contains any provision which, if
contained in a proposed amendment to articles of incorporation, would entitle the
class of shares to a class vote.
(c)(1) Notwithstanding the foregoing provisions of this section, except as may be required
by the articles of incorporation, no approval of a plan of merger by the shareholders
of the surviving corporation in a merger, and no notice to any of the shareholders
of the corporation, are required if:
(i) The plan of merger does not amend the articles of incorporation of the corporation;
(ii) The plan of merger does not involve the issuance or transfer by the corporation (either
directly or through the medium of options or warrants for, or shares or debt instruments
convertible within one year into, the shares) of shares possessing more than twenty
percent (20%) of the total combined voting power of all classes of shares then entitled
to vote for the election of directors which will be outstanding immediately after
the merger; and
(iii) Each shareholder of the corporation whose shares were outstanding immediately before
the effective date of the merger will hold the same number of shares, with identical
preferences, limitations, and relative rights, immediately after the effective date
of change.
(2) If a plan of merger is adopted by the surviving corporation in a merger without any
approval by its shareholders, pursuant to the provisions of this subsection, that
fact must be certified in the articles of merger.
(d) After approval as already stated by each corporation, and at any time prior to the
filing of the articles of merger, the merger may be abandoned pursuant to provisions
for abandonment, if any, set forth in the plan of merger.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-10/7-1.2-1002.htmFetched: 10/20/2026