Washington Code 25.15.416 – Merger — Plan
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(1) A limited liability company may merge with one or more other constituent organizations pursuant to this section and RCW 25.15.421 through 25.15.431 and a plan of merger, if:
Terms Used In Washington Code 25.15.416
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Statute: A law passed by a legislature.
(a) The governing statute of each of the other organizations authorizes the merger;
(b) The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(c) Each of the other organizations complies with its governing statute in effecting the merger.
(2) The plan of merger must be in a record and must set forth:
(a) The name and form of each constituent organization;
(b) The name and form of the surviving organization;
(c) The terms and conditions of the merger, including the manner and basis of converting the interests in each constituent organization into any combination of the interests, shares, obligations, or other securities of the surviving organization or any other organization or into cash or other property in whole or part; and
(d) Any amendments to be made by the merger to the surviving organization’s organizational documents.
(3) The plan of merger may set forth other provisions relating to the merger.
[ 2015 c 188 § 80.]