Merger of domestic and foreign corporations or other business entities.
R.I. Gen. Laws § 7-1.2-1006
in effect7-1.2-1006. 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.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-10/7-1.2-1006.htmFetched: 10/20/2026