Washington Code 23B.11.080 – Merger
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(1) One or more domestic corporations may merge with one or more limited liability companies, partnerships, or limited partnerships if:
Terms Used In Washington Code 23B.11.080
- 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.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(a) The board of directors of each corporation adopts and the shareholders of each corporation approve, if approval would be necessary, the plan of merger as required by RCW 23B.11.030;
(b) The partners of each limited partnership approve the plan of merger as required by RCW 25.10.781;
(c) The partners of each partnership approve the plan of merger as required by RCW 25.05.375; and
(d) The members of each limited liability company approve, if approval is necessary, the plan of merger as required by RCW 25.15.421.
(2) The plan of merger must set forth:
(a) The name of each limited liability company, partnership, corporation, and limited partnership planning to merge and the name of the surviving limited liability company, partnership, corporation, or limited partnership into which each other limited liability company, partnership, corporation, or limited partnership plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the shares of each corporation, the member interests of each limited liability company, and the partnership interests in each partnership and each limited partnership into shares, limited liability company member interests, partnership interests, obligations, or other securities of the surviving limited liability company, partnership, corporation, or limited partnership, or into cash or other property, including shares, obligations, or securities of any other limited liability company, partnership, or corporation, and partnership interests, obligations, or securities of any other limited partnership, in whole or in part.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of the surviving corporation;
(b) Amendments to the certificate of limited partnership of the surviving limited partnership; and
(c) Other provisions relating to the merger.
NOTES:
Effective date—2015 c 188: See RCW 25.15.903.
Effective date—2009 c 188: “Sections 1401 through 1416 of this act take effect July 1, 2010.” [ 2009 c 188 § 1417.]