Articles of merger — Effective date of merger.
R.I. Gen. Laws § 7-13.1-1125
in effect7-13.1-1125. Articles of merger — Effective date of merger.
(a) Articles of merger must be signed by each merging entity and delivered to the secretary
of state for filing.
(b) Articles of merger must contain:
(1) The name, jurisdiction of formation, and type of entity of each merging entity that
is not the surviving entity;
(2) The name, jurisdiction of formation, and type of entity of the surviving entity;
(3) A statement that the merger was approved by each domestic merging entity, if any,
in accordance with this subpart and by each foreign merging entity, if any, in accordance
with the law of its jurisdiction of formation;
(4) If the surviving entity exists before the merger and is a domestic filing entity,
any amendment to its public organic record approved as part of the plan of merger;
(5) If the surviving entity is created by the merger and is a domestic filing entity,
its public organic record, as an attachment; and
(6) If the surviving entity is created by the merger and is a domestic limited liability
partnership, its statement of qualification, as an attachment.
(c) In addition to the requirements of subsection (b) of this section, a statement of
merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its public organic record, if any, must
satisfy the requirements of the law of this state, except that the public organic
record does not need to be signed.
(e) If the surviving or resulting entity is not a domestic limited partnership or another
filing entity of record in the office of the secretary of state, the articles of merger
must contain a statement that the surviving or resulting other 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 that is to merge,
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 § 7-13.1-121 are applicable, except that the plaintiff in any action, suit or proceeding shall
furnish the secretary of state with the address specified in the articles of merger
provided for in this section and any other address that 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 § 7-13.1-121.
(f) The articles of merger must contain a statement that the merging entity certifies
that it has no outstanding tax obligations. As required by §§ 7-13.1-213, 7-16-67 and 44-11-26.1, the merging entity has paid all fees and taxes.
(g) If the surviving entity is a domestic limited partnership, the merger becomes effective
when the articles of merger are effective. In all other cases, the merger becomes
effective on the later of:
(1) The date and time provided by the organic law of the surviving entity; and
(2) When the articles of merger are effective.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-13.1/7-11/7-2/7-13.1-1125.htmFetched: 10/20/2026