§ 7-1.2-1006 - Merger of domestic and foreign corporations or other business entities.
SECTION 7-1.2-1006
§ 7-1.2-1006 Merger of domestic andforeign corporations or other business entities. – (a) One or more foreign corporations or other domestic or foreign businessentities, and one or more domestic corporations may be merged in the followingmanner, if the merger is permitted by the laws of the state under which eachforeign corporation or other business entity, is organized:
(1) Each domestic corporation shall comply with theprovisions of this chapter with respect to the merger of domestic corporations,and each foreign corporation or other business entity, shall comply with theapplicable provisions of the laws of the state under which it is organized.
(2) If the surviving or new corporation, or other businessentity, as the case may be, is to be governed by the laws of any state otherthan this state, it shall comply with the provisions of this chapter withrespect to foreign corporations (or in the case of other business entities,such chapter of the Rhode Island general laws relating to such other businessentities) if it is to transact business in this state, and in every case itshall file with the secretary of state of this state:
(i) An agreement that it may be served with process in thisstate in any proceeding for the enforcement of any obligation of any domesticcorporation which is a party to the merger and in any proceeding for theenforcement of the rights of a dissenting shareholder of any domesticcorporation against the surviving or new corporation;
(ii) An irrevocable appointment of the secretary of state ofthis state as its agent to accept service of process in any proceeding; and
(iii) An agreement that it will promptly pay to thedissenting shareholders of any domestic corporation the amount, if any, towhich they are entitled under the provisions of this chapter regarding therights of dissenting shareholders.
(b) The effect of the merger is the same as in the case ofthe merger of domestic corporations, if the surviving or new corporation orother business entity is to be governed by the laws of this state. If thesurviving or new corporation is to be governed by the laws of any state otherthan this state, the effect of the merger is the same as in the case of themerger of domestic corporations except insofar as the laws of the other stateprovide otherwise.
(c) At any time prior to the filing of the articles ofmerger, the merger may be abandoned pursuant to provisions for abandonment, ifany, stated in the plan of merger.
(d) As used in this section, "other business entity" means abusiness trust or association, a real estate investment trust, a common-lawtrust, a limited liability company or an unincorporated business, including apartnership, whether general or limited.