§ 25.10.800. Merger -- Plan -- Effective date
(1) One or more domestic limited partnerships may merge with one or more domestic limited partnerships, domestic corporations, domestic partnerships, or domestic limited liability companies pursuant to a plan of merger approved or adopted as provided in RCW 25.10.810.
(2) The plan of merger must set forth:
(a) The name of each limited partnership, corporation, partnership, or limited liability company planning to merge and the name of the surviving limited partnership, corporation, partnership, or limited liability company into which the other limited partnership, corporation, partnership, or limited liability company plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the partnership interests of each limited partnership and each partnership, and the member interests of each limited liability company, and the shares of each corporation party to the merger into the partnership interests, shares, member interests, obligations, or other securities of the surviving or any other limited partnership, partnership, corporation, or limited liability company or into cash or other property in whole or part.
(3) The plan of merger may set forth:
(a) Amendments to the certificate of limited partnership of the surviving limited partnership;
(b) Amendments to the articles of incorporation of the surviving corporation;
(c) Amendments to the certificate of formation of the surviving limited liability company; and
(d) Other provisions relating to the merger.
(4) If the plan of merger does not specify a delayed effective date, it shall become effective upon the filing of articles of merger. If the plan of merger specifies a delayed effective time and date, the plan of merger becomes effective at the time and date specified. If the plan of merger specifies a delayed effective date but no time is specified, the plan of merger is effective at the close of business on that date. A delayed effective date for a plan of merger may not be later than the ninetieth day after the date it is filed.
[1998 c 103 § 1314; 1991 c 269 § 11.]
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