(1) One or more foreign limited partnerships, foreign corporations, foreign partnerships, and foreign limited liability companies may merge with one or more domestic partnerships, domestic limited liability companies, domestic limited partnerships, or domestic corporations, provided that:

Terms Used In Washington Code 23B.11.110

  • 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.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • 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.
  • Service of process: The service of writs or summonses to the appropriate party.
(a) The merger is permitted by the law of the jurisdiction under which each foreign limited partnership was organized and the law of the state or country under which each foreign corporation was incorporated and each foreign limited partnership or foreign corporation complies with that law in effecting the merger;
(b) If the surviving entity is a foreign or domestic corporation, that corporation complies with RCW 23B.11.090;
(c) If the surviving entity is a foreign or domestic limited partnership, that limited partnership complies with RCW 25.10.786;
(d) Each domestic corporation complies with RCW 23B.11.080;
(e) Each domestic limited partnership complies with RCW 25.10.781;
(f) Each domestic limited liability company complies with RCW 25.15.421; and
(g) Each domestic partnership complies with RCW 25.05.375.
(2) Upon the merger taking effect, a surviving foreign corporation, foreign limited partnership, foreign limited liability corporation, or foreign partnership is deemed:
(a) To consent to service of process pursuant to RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting shareholders or partners of each domestic corporation, domestic limited partnership, domestic limited liability company, or domestic partnership party to the merger; and
(b) To agree that it will promptly pay to the dissenting shareholders or partners of each domestic corporation, domestic limited partnership, domestic limited liability company, or domestic partnership party to the merger the amount, if any, to which they are entitled under chapter 23B.13 RCW, in the case of dissenting shareholders, or under chapter 25.10, 25.15, or 25.05 RCW, in the case of dissenting partners.

NOTES:

Reviser’s note: This section was amended by 2015 c 176 § 2125 and by 2015 c 188 § 112, 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).
Effective date2015 c 188: See RCW 25.15.903.
Effective dateContingent effective date2015 c 176: See note following RCW 23.95.100.
Effective date2009 c 188: See note following RCW 23B.11.080.