2023 Rhode Island General Laws › Title 7 - Corporations, Associations and Partnerships › Chapter 7-13.1 - Uniform Limited Partnership Act › Part 11 - Merger, Interest Exchange, Conversion, and Domestication › Subpart 2 - Merger › Section 7-13.1-1125. - Articles of merger — Effective date of merger.

§ 7-13.1-1125. Articles of merger — Effective date of merger.
(a)
Articles of merger must be signed by each merging entity and delivered to the secretary of state for filing.
(b)
Articles of merger must contain:
(1)
The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(2)
The name, jurisdiction of formation, and type of entity of the surviving entity;
(3)
A statement that the merger was approved by each domestic merging entity, if any, in accordance with this subpart and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(4)
If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
(5)
If the surviving entity is created by the merger and is a domestic filing entity, its public organic record, as an attachment; and
(6)
If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification, as an attachment.
(c)
In addition to the requirements of subsection (b) of this section, a statement of merger may contain any other provision not prohibited by law.
(d)
If the surviving entity is a domestic entity, its public organic record, if any, must satisfy the requirements of the law of this state, except that the public organic record does not need to be signed.
(e)
If the surviving or resulting entity is not a domestic limited partnership or another filing entity of record in the office of the secretary of state, the articles of merger must contain a statement that the surviving or resulting other entity agrees that it may be served with process in Rhode Island in any action, suit or proceeding for the enforcement of any obligation of any domestic limited partnership that is to merge, irrevocably appointing the secretary of state as its agent to accept service of process in the action, suit or proceeding and specifying the address to which a copy of the process is to be mailed to it by the secretary of state. In the event of service under this section on the secretary of state, the procedures set forth in § 7-13.1-121 are applicable, except that the plaintiff in any action, suit or proceeding shall furnish the secretary of state with the address specified in the articles of merger provided for in this section and any other address that the plaintiff elects to furnish, together with copies of the process as required by the secretary of state, and the secretary of state shall notify the surviving or resulting other business entity at all addresses furnished by the plaintiff in accordance with the procedures set forth in § 7-13.1-121.
(f)
The articles of merger must contain a statement that the merging entity certifies that it has no outstanding tax obligations. As required by §§ 7-13.1-213, 7-16-67 and 44-11-26.1, the merging entity has paid all fees and taxes.
(g)
If the surviving entity is a domestic limited partnership, the merger becomes effective when the articles of merger are effective. In all other cases, the merger becomes effective on the later of:
(1)
The date and time provided by the organic law of the surviving entity; and
(2)
When the articles of merger are effective.
History of Section.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective January 1, 2023; P.L. 2023, ch. 395, art. 1, § 3, effective December 31, 2023.