{"data":{"id":"us-ri/r.i.-gen.-laws-7-12.1-1123","jurisdiction":"us-ri","citation":"R.I. Gen. Laws § 7-12.1-1123","heading":"Approval of merger.","body":"(a) A plan of merger is not effective unless it has been approved:\n(1) By a domestic merging partnership, by all the partners of the partnership entitled to vote on or consent to any matter; and\n(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:\n(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\n(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.\n(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.\n(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.","path":["Title 7 Corporations, Associations, and Partnerships","Chapter 12.1 Uniform Partnership Act","Article 11 Merger, Interest Exchange, Conversion, and Domestication","Part 2 Merger"],"source_url":"https://webserver.rilegislature.gov/Statutes/TITLE7/7-12.1/7-11/7-2/7-12.1-1123.htm","current_through":"site files published 2025-08-13","vintage":"","retrieved_at":"2026-09-05T19:40:09Z","sha256":"861a10e0b2f03eba5b18c1b575e8188fba4087eeb6e49e1960a439f55bfc3c49","source_id":"us-ri","stale":true,"prev":"us-ri/r.i.-gen.-laws-7-12.1-1122","next":"us-ri/r.i.-gen.-laws-7-12.1-1124"},"notice":"GroundRules: Original legal text. Not legal advice."}