(1) A plan of entity conversion must include:
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Terms Used In Washington Code 23B.09.020

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Dependent: A person dependent for support upon another.
(a) The name of the domestic corporation before conversion;
(b) The name and form of the surviving entity after conversion;
(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the domestic corporation into any combination of the interests, shares, obligations, or other securities of the surviving entity or any other entity or into cash or other property in whole or part; and
(d) The organic documents of the surviving entity as they will be in effect immediately after consummation of the conversion.
(2) The terms of a plan of [entity] conversion may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200(3).

NOTES:

Reviser’s note: This section was amended by 2020 c 57 § 64 and by 2020 c 194 § 9, each without reference to the other. Both amendments are incorporated in the publication of this section under RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).
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