TITLE 7

Corporations, Associations, and Partnerships

CHAPTER 7-1.2

Rhode Island Business Corporation Act

PART 7-1.2-1001

Merger

SECTION 7-1.2-1004



   § 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 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.



History of Section.

(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.)