Washington Code 25.15.421 – Merger — Plan — Approval
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(1) A plan of merger of a constituent limited liability company must be approved, and such approval shall occur when:
Terms Used In Washington Code 25.15.421
- 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 plan is approved by a majority of the members; and
(b) Any written consents required by RCW 25.15.456 have been obtained.
(2) Subject to RCW 25.15.456 and any contractual rights, after a merger is approved, and at any time before a filing is made under RCW 25.15.426, a constituent limited liability company may amend the plan or abandon the planned merger:
(a) As provided in the plan; and
(b) Except as prohibited by the plan, with the same approval as was required to approve the plan.
(3) If a domestic limited partnership is a party to the merger, the plan of merger must be adopted and approved as provided in RCW 25.10.781.
(4) If a domestic corporation is a party to the merger, the plan of merger must be adopted and approved as provided in chapter 23B.11 RCW.
(5) If a domestic partnership is a party to the merger, the plan of merger must be approved as provided in RCW 25.05.375.
[ 2015 c 188 § 81.]