§ 7-6-46 - Articles of merger or consolidation. - Rhode Island Statutes

SECTION 7-6-46

   § 7-6-46  Articles of merger orconsolidation. – (a) Upon approval, articles of merger or articles of consolidation shall beexecuted by each corporation by its president or a vice president and by itssecretary or an assistant secretary, and shall set forth:

   (1) The plan of merger or the plan of consolidation.

   (2) If the members of any merging or consolidatingcorporation are entitled to vote on the plan, then as to each corporation:

   (i) A statement setting forth the date of the meeting ofmembers at which the plan was adopted, that a quorum was present at themeeting, and that the plan received at least a majority of the votes whichmembers present at the meeting or represented by proxy were entitled to cast; or

   (ii) A statement that the plan was adopted by a consent inwriting signed by all members entitled to vote on it.

   (3) If any merging or consolidating corporation has nomembers, or no members entitled to vote on the plan, then as to eachcorporation a statement of the fact, the date of the meeting of the board ofdirectors at which the plan was adopted, and a statement of the fact that theplan received the vote of a majority of the directors in office.

   (b) The articles of merger or articles of consolidation shallbe delivered to the secretary of state. If the secretary of state finds thatthe articles conform to law, he or she shall, when all fees have been paid asprescribed in this chapter:

   (1) Endorse on the original the word "Filed," and the month,day, and year of the filing.

   (2) File the original in the secretary of state's office.

   (3) Issue a certificate of merger or a certificate ofconsolidation.

   (c) The certificate of merger or certificate of consolidationshall be delivered to the surviving or new corporation, as the case may be, orits representative.