(1) A limited partnership may merge with one or more other constituent organizations pursuant to this section and RCW 25.10.781 through 25.10.791 and a plan of merger, if:

Terms Used In Washington Code 25.10.776

  • 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.
  • 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) A plan of merger must be in a record and must include:
(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 for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(d) Any amendments to be made by the merger to the surviving organization’s organizational documents.
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