§ 23B.11.080. Merger
(1) One or more domestic corporations may merge with one or more limited liability companies, partnerships, or limited partnerships if:
(a) The board of directors of each corporation adopts and the shareholders of each corporation approve, if approval would be necessary, the plan of merger as required by RCW 23B.11.030;
(b) The partners of each limited partnership approve the plan of merger as required by RCW 25.10.810;
(c) The partners of each partnership approve the plan of merger as required by RCW 25.05.375; and
(d) The members of each limited liability company approve, if approval is necessary, the plan of merger as required by RCW 25.15.400.
(2) The plan of merger must set forth:
(a) The name of each limited liability company, partnership, corporation, and limited partnership planning to merge and the name of the surviving limited liability company, partnership, corporation, or limited partnership into which each other limited liability company, partnership, corporation, or limited partnership plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the shares of each corporation, the member interests of each limited liability company, and the partnership interests in each partnership and each limited partnership into shares, limited liability company member interests, partnership interests, obligations[,] or other securities of the surviving limited liability company, partnership, corporation, or limited partnership, or into cash or other property, including shares, obligations, or securities of any other limited liability company, partnership, or corporation, and partnership interests, obligations, or securities of any other limited partnership, in whole or in part.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of the surviving corporation;
(b) Amendments to the certificate of limited partnership of the surviving limited partnership; and
(c) Other provisions relating to the merger.
[1998 c 103 § 1310; 1991 c 269 § 38.]
Sections: Previous 23B.11.010 23B.11.020 23B.11.030 23B.11.035 23B.11.040 23B.11.050 23B.11.060 23B.11.070 23B.11.080 23B.11.090 23B.11.100 23B.11.110 NextLast modified: April 7, 2009