RCW 23B.11.090
Articles of merger.
After a plan of merger for one or more corporations and one or more limited partnerships, one or more partnerships, or one or more limited liability companies is approved by the shareholders of each corporation (or adopted by the board of directors of any corporation for which shareholder approval is not required), is approved by the partners for each limited partnership as required by RCW 25.10.781, is approved by the partners of each partnership as required by RCW 25.05.380, or is approved by the members of each limited liability company as required by RCW 25.15.421, the surviving entity must:
(1) If the surviving entity is a corporation, file with the secretary of state articles of merger setting forth:
(a) The name and jurisdiction of organization of each party to the merger;
(b) The name of the surviving corporation;
(c) If the surviving corporation's articles of incorporation are amended or amended and restated, the amendments to the surviving corporation's articles of incorporation or the amended and restated articles of incorporation of the surviving corporation;
(d) A statement that the merger was duly approved by the shareholders of each corporation that is a party to the merger pursuant to RCW 23B.11.030 (or a statement that shareholder approval was not required for a merging corporation); and
(e) A statement that the merger was duly approved as required by the organic law of each other party that is a party to the merger.
(2) If the surviving entity is a limited partnership, comply with the requirements in RCW 25.10.786.
(3) If the surviving entity is a partnership, comply with the requirements in RCW 25.05.380.
(4) If the surviving entity is a limited liability company, comply with the requirements in RCW 25.15.426.
(5) The definitions in RCW 23B.09.005 apply to this section unless the context clearly requires otherwise.
[ 2022 c 42 § 111; 2015 c 188 § 111; 2009 c 188 § 1402; 1998 c 103 § 1311; 1991 c 269 § 39.]
NOTES:
Effective date—2015 c 188: See RCW 25.15.903.
Effective date—2009 c 188: See note following RCW 23B.11.080.
Structure Revised Code of Washington
Title 23B - Washington Business Corporation Act
Chapter 23B.11 - Merger and Share Exchange.
23B.11.030 - Approval of plan of merger or share exchange.
23B.11.035 - Plan of merger or share exchange—Separate voting group.
23B.11.040 - Merger of or into subsidiary.
23B.11.050 - Articles of merger or share exchange.
23B.11.060 - Effect of merger or share exchange.
23B.11.070 - Merger or share exchange with foreign corporation.
23B.11.090 - Articles of merger.
23B.11.100 - Merger—Corporation is surviving entity.
23B.11.110 - Merger with foreign and domestic entities—Effect.