Amendment or abandonment of plan of merger.
R.I. Gen. Laws § 7-13.1-1124
in effect7-13.1-1124. Amendment or abandonment of plan of merger.
(a) A plan of merger may be amended only with the consent of each party to the plan, except
as otherwise provided in the plan.
(b) A domestic merging limited partnership may approve an amendment of a plan of merger:
(1) In the same manner as the plan was approved, if the plan does not provide for the
manner in which it may be amended; or
(2) By its partners in the manner provided in the plan, but a partner that was entitled
to vote on or consent to approval of the merger is entitled to vote on or consent
to any amendment of the plan that will change:
(i) The amount or kind of interests, securities, obligations, money, other property, rights
to acquire interests or securities, or any combination of the foregoing, to be received
by the interest holders of any party to the plan;
(ii) The public organic record, if any, or private organic rules of the surviving entity
that will be in effect immediately after the merger becomes effective, except for
changes that do not require approval of the interest holders of the surviving entity
under its organic law or organic rules; or
(iii) Any other terms or conditions of the plan, if the change would adversely affect the
partner in any material respect.
(c) After a plan of merger has been approved and before a statement of merger becomes
effective, the plan may be abandoned as provided in the plan. Unless prohibited by
the plan, a domestic merging limited partnership may abandon the plan in the same
manner as the plan was approved.
(d) If a plan of merger is abandoned after a statement of merger has been delivered to
the secretary of state for filing and before the statement becomes effective, a statement
of abandonment, signed by a party to the plan, must be delivered to the secretary
of state for filing before the statement of merger becomes effective. The statement
of abandonment takes effect on filing, and the merger is abandoned and does not become
effective. The statement of abandonment must contain:
(1) The name of each party to the plan of merger;
(2) The date on which the statement of merger was filed by the secretary of state; and
(3) A statement that the merger has been abandoned in accordance with this section.
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/TITLE7/7-13.1/7-11/7-2/7-13.1-1124.htmFetched: 10/20/2026