Revised Code of Washington
Chapter 23B.11 - Merger and Share Exchange.
23B.11.020 - Share exchange.

RCW 23B.11.020
Share exchange.

(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders, if required by RCW 23B.11.030, approve the exchange.
(2) The plan of exchange must include:
(a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(b) The terms and conditions of the exchange; and
(c) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
(3) The plan of exchange may include other provisions relating to the exchange.
(4) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200(3).
(5) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.

[ 2020 c 194 § 12; 1989 c 165 § 132.]

Structure Revised Code of Washington