§ 7-12.1-1103. Required notice or approval. [Effective January 1, 2023.]
(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange, conversion, or domestication.
(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this article becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the superior court specifying the disposition of the property.
(c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to a merging entity that is not the surviving entity and which takes effect or remains payable after the merger inures to the surviving entity.
(d) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
History of Section.P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.
Structure Rhode Island General Laws
Title 7 - Corporations, Associations and Partnerships
Chapter 7-12.1 - Uniform Partnership Act [Effective January 1, 2023.]
Article 11 - Merger, Interest Exchange, Conversion, and Domestication [Effective January 1, 2023.]
Part 1 - General Provisions [Effective January 1, 2023.]
Section 7-12.1-1101. - Definitions. [Effective January 1, 2023.]
Section 7-12.1-1102. - Relationship of article to other laws. [Effective January 1, 2023.]
Section 7-12.1-1103. - Required notice or approval. [Effective January 1, 2023.]
Section 7-12.1-1104. - Nonexclusivity. [Effective January 1, 2023.]
Section 7-12.1-1105. - Reference to external facts. [Effective January 1, 2023.]
Section 7-12.1-1106. - Appraisal rights. [Effective January 1, 2023.]