Washington Code 23B.11.090 – Articles of merger
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After a plan of merger for one or more corporations and one or more limited partnerships, one or more partnerships, or one or more limited liability companies is approved by the shareholders of each corporation (or adopted by the board of directors of any corporation for which shareholder approval is not required), is approved by the partners for each limited partnership as required by RCW 25.10.781, is approved by the partners of each partnership as required by RCW 25.05.380, or is approved by the members of each limited liability company as required by RCW 25.15.421, the surviving entity must:
Terms Used In Washington Code 23B.11.090
- 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.
- 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.
- 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.
(1) If the surviving entity is a corporation, file with the secretary of state articles of merger setting forth:
(a) The name and jurisdiction of organization of each party to the merger;
(b) The name of the surviving corporation;
(c) If the surviving corporation’s articles of incorporation are amended or amended and restated, the amendments to the surviving corporation’s articles of incorporation or the amended and restated articles of incorporation of the surviving corporation;
(d) A statement that the merger was duly approved by the shareholders of each corporation that is a party to the merger pursuant to RCW 23B.11.030 (or a statement that shareholder approval was not required for a merging corporation); and
(e) A statement that the merger was duly approved as required by the organic law of each other party that is a party to the merger.
(2) If the surviving entity is a limited partnership, comply with the requirements in RCW 25.10.786.
(3) If the surviving entity is a partnership, comply with the requirements in RCW 25.05.380.
(4) If the surviving entity is a limited liability company, comply with the requirements in RCW 25.15.426.
(5) The definitions in RCW 23B.09.005 apply to this section unless the context clearly requires otherwise.
NOTES:
Effective date—2015 c 188: See RCW 25.15.903.
Effective date—2009 c 188: See note following RCW 23B.11.080.