Section 7-12.1-1123 - Approval of interest exchange(a) A plan of merger is not effective unless it has been approved: (1) By a domestic merging partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and(2) In a record, by each partner of a domestic merging partnership which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the merger becomes effective, unless: (i) The partnership agreement of the partnership provides in a record for the approval of a merger in which some or all of its partners become subject to interest holder liability by the affirmative vote or consent of fewer than all the partners; and(ii) The partner consented in a record to or voted for that provision of the partnership agreement or became a partner after the adoption of that provision.(b) A merger involving a domestic merging entity that is not a partnership is not effective unless the merger is approved by that entity in accordance with its organic law.(c) A merger involving a foreign merging entity is not effective unless the merger is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation. R.I. Gen. Laws § 7-12.1-1123
P.L. 2022, ch. 123, § 2, effective January 1, 2023; P.L. 2022, ch. 124, § 2, effective January 1, 2023.