Merger; Conversion

R.I. Gen. Laws tit. 7, ch. 7-1.2, pt. 10

in effect

R.I. Gen. Laws § 7-1.2-1001 Procedure for merger.

7-1.2-1001. Procedure for merger. (a) Any two (2) or more domestic corporations may merge into one of the corporations, or into a new corporation, pursuant to a plan of merger approved in the manner provided in this chapter. (b) The board of directors of each corporation shall, by resolution adopted by each board, approve a plan of merger stating: (1) The names of the corporations proposing to merge, and the name of the corporation which will survive or result from the merger, which is hereinafter designated as the surviving corporation. (2) The terms and conditions of the proposed merger. (3) The manner and basis of converting the shares of each merging corporation (other than those held by the surviving corporation, if any) into shares or obligations or other securities of the surviving corporation or, in whole or in part, into cash, property, or shares, obligations, or other securities of any other corporation. (4) Any amendments to the articles of incorporation of the surviving corporation to be effected by the merger, or if no amendments are desired, a statement that the articles of incorporation of one of the corporations are the articles of incorporation of the surviving corporation, or in the case of a new corporation, all of the statements required to be stated in articles of incorporation for corporations organized under this chapter. (5) Any other provisions with respect to the proposed merger that are deemed necessary or desirable. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1002 Approval by shareholders of merger.

7-1.2-1002. 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.

R.I. Gen. Laws § 7-1.2-1003 Articles of merger.

7-1.2-1003. Articles of merger. (a) Upon approval, articles of merger must be executed by each corporation by its 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. (b) The original articles of merger must be delivered to the secretary of state. If the secretary of state finds that the articles conform to law, and all fees and taxes have been paid, the secretary of state shall: (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. (c) The secretary of state shall deliver the certificate of merger to the surviving or new corporation, as the case may be, 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. 2015, ch. 80, § 1; P.L. 2015, ch. 88, § 1; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.

R.I. Gen. Laws § 7-1.2-1004 Merger of subsidiary corporation.

7-1.2-1004. 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.

R.I. Gen. Laws § 7-1.2-1005 Effect of merger.

7-1.2-1005. Effect of merger. (a) A merger becomes effective upon the issuance of a certificate of merger by the secretary of state or on a later date as is stated in the plan. (b) When a merger becomes effective: (1) The several corporations, parties to the plan of merger, are a single corporation, which is that corporation designated in the plan of merger as the surviving or new corporation. (2) The separate existence of all corporations, parties to the plan of merger, 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, as well of a public as of a private nature, of each of the merging corporations; and all property, real, personal, and mixed, all debts due on whatever account, including subscriptions to shares, all other choses in action, and all and every other interest of or belonging to or due to each of the corporations merged, is taken and deemed to be transferred to and vested in the single corporation without further act or deed; and the title to any real estate, or any interest in real estate, vested in any of the corporations does not revert or is in any way impaired because of the merger. (5) The surviving or new corporation is subsequently responsible and liable for all the liabilities and obligations of each of the corporations merged or consolidated; and any claim existing or action or proceeding pending by or against any of the corporations may be prosecuted as if the merger 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. (6) The articles of incorporation of the surviving corporation are deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the plan of merger; or, in the case of a new corporation, the statements in the articles of merger which are required or permitted to be stated in the articles of incorporation of corporations organized under this chapter are deemed to be the original articles of incorporation of the new corporation. (7) The shares of the corporation or corporations party to the plan that are, under the terms of the plan, to be converted or exchanged, cease to exist, and the holders of the shares are entitled only to the shares, obligations, other securities, cash, or other property into which they have been converted or for which they have been exchanged in accordance with the plan, subject to any rights under § 7-1.2-1201. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2.

R.I. Gen. Laws § 7-1.2-1006 Merger of domestic and foreign corporations or other business entities.

7-1.2-1006. Merger of domestic and foreign corporations or other business entities. (a) One or more foreign corporations or other domestic or foreign business entities, and one or more domestic corporations may be merged in the following manner, if the merger is permitted by the laws of the state under which each foreign corporation or other business entity, is organized: (1) Each domestic corporation shall comply with the provisions of this chapter with respect to the merger of domestic corporations, and each foreign corporation or other business entity, shall comply with the applicable provisions of the laws of the state under which it is organized. (2) If the surviving or new corporation, or other business entity, as the case may be, is to be governed by the laws of any state other than this state, it shall comply with the provisions of this chapter with respect to foreign corporations (or in the case of other business entities, such chapter of the Rhode Island general laws relating to such other business entities) if it is to transact business in this state, and in every case it shall file with the secretary of state of this state: (i) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any domestic corporation against the surviving or new corporation; (ii) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any proceeding; and (iii) An agreement that it will promptly pay to the dissenting shareholders of any domestic corporation the amount, if any, to which they are entitled under the provisions of this chapter regarding the rights of dissenting shareholders. (b) The effect of the merger is the same as in the case of the merger of domestic corporations, if the surviving or new corporation or other business entity is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger is the same as in the case of the merger of domestic corporations except insofar as the laws of the other state provide otherwise. (c) At any time prior to the filing of the articles of merger, the merger may be abandoned pursuant to provisions for abandonment, if any, stated in the plan of merger. (d) As used in this section, “other business entity” means a business trust or association, a real estate investment trust, a common-law trust, a limited liability company or an unincorporated business, including a partnership, whether general or limited. P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2007, ch. 96, § 1; P.L. 2007, ch. 110, § 1.

R.I. Gen. Laws § 7-1.2-1007 Conversion of other entities to a domestic corporation.

7-1.2-1007. Conversion of other entities to a domestic corporation. (a) As used in this section, the term “other entity” means a limited liability company, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business or entity including a partnership (whether general or limited, including a registered limited liability partnership) or a foreign corporation. (b) Any other entity may convert to a corporation of this state by complying with subsection (h) of this section and filing in the office of the secretary of state: (1) A certificate of conversion to corporation that has been executed in accordance with subsection (i) of this section and filed in accordance with § 7-1.2-105; and (2) Articles of incorporation that have been executed, acknowledged and filed in accordance with § 7-1.2-105. (c) The certificate of conversion to corporation shall state: (1) The date on which and jurisdiction where the other entity was first created, incorporated, formed or otherwise came into being and, if it has changed, its jurisdiction immediately prior to its conversion to a domestic corporation; (2) The name and type of the other entity immediately prior to the filing of the certificate of conversion to corporation; and (3) The name of the corporation as set forth in its articles of incorporation filed in accordance with subsection (b) of this section. (d) Upon the effective time of the certificate of conversion to corporation and the articles of incorporation, the other entity shall be converted to a corporation of this state and the corporation shall thereafter be subject to all of the provisions of this title, except that notwithstanding § 7-1.2-105(d) the existence of the corporation shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated or otherwise came into being. (e) The conversion of any other entity to a corporation of this state shall not be deemed to affect any obligations or liabilities of the other entity incurred prior to its conversion to a corporation of this state or the personal liability of any person incurred prior to such conversion. (f) When an other entity has been converted to a corporation of this state pursuant to this section, the corporation of this state shall, for all purposes of the laws of the state of Rhode Island, be deemed to be the same entity as the converting other entity. When any conversion shall have become effective under this section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges and powers of the other entity that has converted, and all property, real, personal and mixed, and all debts due to such other entity, as well as all other things and causes of action belonging to such other entity, shall remain vested in the domestic corporation to which such other entity has converted and shall be the property of such domestic corporation and that title to any real property vested by deed or otherwise in such other entity shall not revert to such other entity or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such other entity shall be preserved unimpaired, and all debts, liabilities and duties of the other entity that has converted shall remain attached to the corporation of this state to which such other entity has converted, and may be enforced against it to the same extent as if said debts, liabilities and duties had originally been incurred or contracted by it in its capacity as a corporation of this state. The rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic corporation to which such other entity has converted for any purpose of the laws of the state of Rhode Island. (g) Unless otherwise agreed for all purposes of the laws of the state of Rhode Island or as required under applicable non-Rhode Island law, the converting other entity shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of such other entity and shall constitute a continuation of the existence of the converting other entity in the form of a corporation of this state. (h) Prior to filing a certificate of conversion to corporation with the office of the secretary of state, the conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate, and articles of incorporation shall be approved by the same authorization required to approve the conversion. (i) The certificate of conversion to corporation shall be signed by any person who is authorized to sign the certificate of conversion to corporation on behalf of the other entity. (j) In connection with a conversion hereunder, rights or securities of, or interests in, the other entity which is to be converted to a corporation of this state may be exchanged for or converted into cash, property, or shares of stock, rights or securities of such corporation of this state or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or shares of stock, rights or securities of or interests in another domestic corporation or other entity or may be cancelled. P.L. 2007, ch. 94, § 2; P.L. 2007, ch. 112, § 2.

R.I. Gen. Laws § 7-1.2-1008 Conversion of a domestic corporation to other entities.

7-1.2-1008. Conversion of a domestic corporation to other entities. (a) A corporation of this state may, upon the authorization of such conversion in accordance with this section, convert to a limited liability company, business trust or association, real estate investment trust, common-law trust, or any other unincorporated business or entity, including a partnership (whether general or limited, including a registered limited liability partnership), or a foreign corporation. (b) The board of directors of the corporation that desires to convert under this section shall adopt a resolution approving such conversion, specifying the type of entity into which the corporation shall be converted and recommending the approval of such conversion by the stockholders of the corporation. Such resolution shall be submitted to the stockholders of the corporation at an annual or special meeting. Due notice of the time and purpose of the meeting shall be mailed to each holder of stock, whether voting or nonvoting, of the corporation at the address of the stockholder, as it appears on the records of the corporation, at least twenty (20) days prior to the date of the meeting. At the meeting, the resolution shall be considered and a vote taken for its adoption or rejection. If all outstanding shares of stock of the corporation, whether voting or nonvoting, shall be voted for the adoption of the resolution, the conversion shall be authorized. (c) If a corporation shall convert in accordance with this section to another entity organized, formed, or created under the laws of a jurisdiction other than the state of Rhode Island or to a Rhode Island unincorporated “other entity”, upon payment of all fees and taxes by the corporation, the corporation shall file with the secretary of state a certificate of conversion to non-Rhode Island entity, executed in accordance with § 7-1.2-105, that certifies: (1) The name of the corporation, and if it has been changed, the name under which it was originally incorporated; (2) The date of filing of its original articles of incorporation with the secretary of state; (3) The name and jurisdiction of the entity and type of entity to which the corporation shall be converted; (4) That the conversion has been approved in accordance with the provisions of this section; (5) The agreement of the corporation that it may be served with process in the state of Rhode Island in any action, suit, or proceeding for enforcement of any obligation of the corporation arising while it was a corporation of this state, and that it irrevocably appoints the secretary of state as its agent to accept service of process in any such action, suit, or proceeding; and (6) The address to which a copy of the process referred to in subsection (c)(5) of this section shall be mailed to it by the secretary of state. In the event of such service upon the secretary of state in accordance with subsection (c)(5) of this section, the secretary of state shall forthwith notify such corporation that has converted out of the state of Rhode Island by letter, certified mail, return receipt requested, directed to such corporation that has converted out of the state of Rhode Island at the address so specified, unless such corporation shall have designated in writing to the secretary of state a different address for such purpose, in which case it shall be mailed to the last address designated. Such letter shall enclose a copy of the process and any other papers served on the secretary of state pursuant to this subsection. It shall be the duty of the plaintiff in the event of such service to serve process and any other papers in duplicate; to notify the secretary of state that service is being effected pursuant to this subsection; and to pay the secretary of state the sum of fifteen dollars ($15.00) for the use of the state, which sum shall be taxed as part of the costs in the proceeding, if the plaintiff shall prevail therein. The secretary of state shall maintain an alphabetical record of any such service setting forth the name of the plaintiff and the defendant; the title, docket number and nature of the proceeding in which process has been served; the fact that service has been effected pursuant to this subsection; the return date thereof; and the day and hour service was made. The secretary of state shall not be required to retain such information longer than five (5) years from receipt of the service of process. (d) Upon the filing in the office of the secretary of state of a certificate of conversion to non-Rhode Island entity in accordance with subsection (c) of this section, or upon the future effective date or time of the certificate of conversion to non-Rhode Island entity and payment to the secretary of state of all fees prescribed under this title, the secretary of state shall certify that the corporation has filed all documents and paid all fees required by this title, and thereupon the corporation shall cease to exist as a corporation of this state at the time the certificate of conversion becomes effective in accordance with § 7-1.2-105. Such certificate of the secretary of state shall be prima facie evidence of the conversion by such corporation out of the state of Rhode Island. (e) The conversion of a corporation out of the state of Rhode Island in accordance with this section and the resulting cessation of its existence as a corporation of this state pursuant to a certificate of conversion to non-Rhode Island entity shall not be deemed to affect any obligations or liabilities of the corporation incurred prior to such conversion or the personal liability of any person incurred prior to such conversion, nor shall it be deemed to affect the choice of law applicable to the corporation with respect to matters arising prior to such conversion. (f) Unless otherwise provided in a resolution of conversion adopted in accordance with this section, the converting corporation shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not constitute a dissolution of such corporation. (g) In connection with a conversion of a domestic corporation to another entity pursuant to this section, shares of stock of the corporation of this state that is to be converted may be exchanged for or converted into cash, property, rights or securities of, or interests in, the entity to which the corporation of this state is being converted or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, shares of stock, rights or securities of, or interests in, another domestic corporation or other entity or may be cancelled. (h) When a corporation has been converted to another entity or business form pursuant to this section, the other entity or business form shall, for all purposes of the laws of the state of Rhode Island, be deemed to be the same entity as the corporation. When any conversion shall have become effective under this section, for all purposes of the laws of the state of Rhode Island, all of the rights, privileges, and powers of the corporation that has converted, and all property, real, personal, and mixed, and all debts due to such corporation, as well as all other things and causes of action belonging to such corporation, shall remain vested in the other entity or business form to which such corporation has converted and shall be the property of such other entity or business form, and the title to any real property vested by deed or otherwise in such corporation shall not revert to such corporation or be in any way impaired by reason of this chapter; but all rights of creditors and all liens upon any property of such corporation shall be preserved unimpaired, and all debts, liabilities, and duties of the corporation that has converted shall remain attached to the other entity or business form to which such corporation has converted, and may be enforced against it to the same extent as if said debts, liabilities, and duties had originally been incurred or contracted by it in its capacity as such other entity or business form. The rights, privileges, powers, and interest in property of the corporation that has converted, as well as the debts, liabilities, and duties of such corporation, shall not be deemed, as a consequence of the conversion, to have been transferred to the other entity or business form to which such corporation has converted for any purposes of the laws of the state of Rhode Island. (i) No vote of stockholders of a corporation shall be necessary to authorize a conversion if no shares of the stock of such corporation shall have been issued prior to the adopting by the board of directors of the resolution approving the conversion. P.L. 2007, ch. 94, § 2; P.L. 2007, ch. 112, § 2; P.L. 2011, ch. 77, § 2; P.L. 2011, ch. 82, § 1; P.L. 2015, ch. 80, § 1; P.L. 2015, ch. 88, § 1; P.L. 2017, ch. 371, § 1; P.L. 2017, ch. 376, § 1.

Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-10/INDEX.htmFetched: 10/20/2026