Merger of subsidiary corporation.
R.I. Gen. Laws § 7-1.2-1004
in effect7-1.2-1004. Merger of subsidiary corporation.
(a) Any corporation owning at least ninety percent (90%) of the outstanding shares of
each class of another corporation may merge the other corporation into itself without
approval by a vote of the shareholders of either corporation. Its board of directors
shall, by resolution, approve a plan of merger stating:
(1) The name of the subsidiary corporation and the name of the corporation owning at least
ninety percent (90%) of its shares, which is subsequently in these provisions designated
as the surviving corporation.
(2) The manner and basis of converting the shares of the subsidiary corporation (other
than those held by the surviving corporation) into shares or other securities or obligations
of the surviving corporation or of any other corporation, or in whole or in part,
into cash or other consideration to be paid upon the surrender of each share of the
subsidiary corporation.
(b) A copy of the plan of merger must be mailed to each shareholder of the subsidiary
corporation.
(c) Articles of merger must be executed by the surviving corporation by an authorized
representative and must state:
(1) The plan of merger; and
(2) If, pursuant to § 7-1.2-1005, the merger is to become effective at a time subsequent to the issuance of the certificate
of merger by the secretary of state, the date when the merger is to become effective.
(d) On and after the thirtieth (30th) day after the mailing of a copy of the agreement
of merger to shareholders of the subsidiary corporation or upon the waiver of the
mailing by the holders of all outstanding shares, original articles of merger must
be delivered to the secretary of state. If the secretary of state finds that the articles
conform to law, the secretary of state shall, when all fees and franchise taxes have
been paid:
(1) Endorse on the original the word “Filed”, and the month, day, and year of the filing;
(2) File the original in his or her office; and
(3) Issue a certificate of merger.
(e) The secretary of state shall deliver the certificate of merger to the surviving corporation
or its representative.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005,
ch. 130, § 1; P.L. 2006, ch. 163, § 1; P.L. 2006, ch. 188, § 1.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-10/7-1.2-1004.htmFetched: 10/20/2026