Approval of merger.
R.I. Gen. Laws § 7-13.1-1123
in effect7-13.1-1123. Approval of merger.
(a) A plan of merger is not effective unless it has been approved:
(1) By a domestic merging limited partnership, by all the partners of the partnership
entitled to vote on or consent to any matter; and
(2) In a record, by each partner of a domestic merging limited partnership which will
have interest holder liability for debts, obligations, and other liabilities that
are incurred after the merger becomes effective, unless:
(i) The partnership agreement of the partnership provides in a record for the approval
of a merger in which some or all of its partners become subject to interest holder
liability by the affirmative vote or consent of fewer than all the partners; and
(ii) The partner consented in a record to or voted for that provision of the partnership
agreement or became a partner after the adoption of that provision.
(b) A merger involving a domestic merging entity that is not a limited partnership is
not effective unless the merger is approved by that entity in accordance with its
organic law.
(c) A merger involving a foreign merging entity is not effective unless the merger is
approved by the foreign entity in accordance with the law of the foreign entity’s
jurisdiction of formation.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-13.1/7-11/7-2/7-13.1-1123.htmFetched: 10/20/2026