§ 25.10.830. Effect of merger
(1) When a merger takes effect:
(a) Every other partnership, limited partnership, corporation, or limited liability company that is party to the merger merges into the surviving partnership, limited partnership, corporation, or limited liability company and the separate existence of every partnership, limited partnership, corporation, and limited liability company except the surviving partnership, limited partnership, corporation, or limited liability company ceases;
(b) The title to all real estate and other property owned by each partnership, limited partnership, corporation, and limited liability company party to the merger is vested in the surviving partnership, limited partnership, corporation, or limited liability company without reversion or impairment;
(c) The surviving partnership, limited partnership, corporation, or limited liability company has all liabilities of each partnership, limited partnership, corporation, and limited liability company that is party to the merger;
(d) A proceeding pending against any partnership, limited partnership, corporation, or limited liability company that is party to the merger may be continued as if the merger did not occur or the surviving partnership, limited partnership, corporation, or limited liability company may be substituted in the proceeding for the partnership, limited partnership, corporation, or limited liability company whose existence ceased;
(e) The partnership agreement of the surviving limited partnership is amended to the extent provided in the plan of merger;
(f) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger;
(g) The certificate of formation of the surviving limited liability company is amended to the extent provided in the plan of merger; and
(h) The former holders of the partnership interests of every domestic partnership or limited partnership that is party to the merger and the former holders of the shares of every domestic corporation that is party to the merger and the former holders of member interests of every domestic limited liability company are entitled only to the rights provided in the articles of merger or to their rights under RCW 25.10.900 through 25.10.955, to the rights under chapter 23B.13 RCW, to the rights under chapter 25.05 RCW, or to the rights under RCW 25.15.425 through 25.15.480.
(2) Unless otherwise agreed, a merger of a domestic limited partnership, including a domestic limited partnership which is not the surviving entity in the merger, shall not require the domestic limited partnership to wind up its affairs under RCW 25.10.460 or pay its liabilities and distribute its assets under RCW 25.10.470.
(3) Unless otherwise agreed, a merger of a domestic partnership, including a domestic partnership which is not the surviving entity in the merger, shall not require the domestic partnership to wind up its affairs under article 8 of chapter 25.05 RCW.
(4) Unless otherwise agreed, a merger of a domestic limited liability company, including a domestic limited liability company which is not the surviving entity in the merger, shall not require the domestic limited liability company to wind up its affairs under article 8 of chapter 25.15 RCW.
[1998 c 103 § 1317; 1991 c 269 § 15.]
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