Revised Code of Washington
Chapter 25.15 - Limited Liability Companies.
25.15.431 - Effect of merger.

RCW 25.15.431
Effect of merger.

(1) When a merger becomes effective:
(a) The surviving organization continues;
(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(c) The title to all real estate and other property owned by each constituent organization is vested in the surviving organization without reversion or impairment;
(d) The surviving organization has all liabilities of each constituent organization;
(e) A proceeding pending by or against any constituent organization may be continued as if the merger did not occur or the surviving organization may be substituted in the proceeding for the constituent organization whose existence ceased;
(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(h) The organizational documents of the surviving organization are amended to the extent provided in the articles of merger; and
(i) The former holders of interests of every constituent limited liability company are entitled only to the rights provided in the plan of merger and to their rights under article XII of this chapter.
(2) A merger of a limited liability company, including a limited liability company which is not the surviving organization in the merger, does not require the limited liability company to wind up its affairs under RCW 25.15.297 or pay its liabilities and distribute its assets under RCW 25.15.305.
(3) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not registered to transact business in this state may be served with process pursuant to RCW 23.95.450 for the purposes of enforcing an obligation under this subsection.

[ 2015 c 176 § 7129; 2015 c 188 § 83.]
NOTES:

Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.

Structure Revised Code of Washington

Revised Code of Washington

Title 25 - Partnerships

Chapter 25.15 - Limited Liability Companies.

25.15.006 - Definitions.

25.15.011 - Name of limited liability company.

25.15.016 - Reserved name.

25.15.018 - Effect of limited liability company agreement—Nonwaivable provisions.

25.15.021 - Registered agent.

25.15.026 - Service of process, notice, or demand.

25.15.031 - Purpose and powers.

25.15.033 - Law of this state governs.

25.15.036 - Business transactions of member or manager with the limited liability company.

25.15.038 - General standards—Limitation of liability.

25.15.041 - Indemnification.

25.15.046 - Professional limited liability companies.

25.15.048 - Professional limited liability company—Licensing.

25.15.051 - Foreign professional limited liability company.

25.15.054 - Membership residency.

25.15.061 - Piercing the veil.

25.15.071 - Formation—Certificate of formation.

25.15.076 - Amendment to certificate of formation.

25.15.081 - Restated certificate.

25.15.086 - Execution.

25.15.091 - Execution or amendment by judicial order.

25.15.096 - Duty of secretary of state to file—Review of refusal to file.

25.15.106 - Initial and annual reports.

25.15.116 - Admission of members.

25.15.121 - Voting and classes of membership.

25.15.126 - Liability of members and managers to third parties.

25.15.131 - Member dissociation.

25.15.136 - Records and information.

25.15.141 - Remedies for breach of limited liability company agreement by member.

25.15.151 - Member-managed limited liability companies.

25.15.154 - Manager-managed limited liability companies.

25.15.157 - Delegation of rights and powers to manage.

25.15.161 - Manager—Member's rights and duties.

25.15.166 - Voting and classes of managers.

25.15.171 - Remedies for breach of limited liability company agreement by manager.

25.15.176 - Resignation of manager.

25.15.181 - Loss of sole remaining manager.

25.15.191 - Form of contribution.

25.15.196 - Liability for contribution.

25.15.206 - Allocation of distributions.

25.15.211 - Interim distributions.

25.15.216 - Distribution following dissociation.

25.15.221 - Distribution in-kind.

25.15.226 - Right to distribution.

25.15.231 - Limitations on distribution.

25.15.236 - Liability for improper distributions.

25.15.246 - Nature of limited liability company interest—Certificate of interest.

25.15.251 - Transfer of transferable interest.

25.15.256 - Rights of judgment creditor.

25.15.265 - Dissolution.

25.15.269 - After dissolution under RCW 25.15.265.

25.15.274 - Judicial dissolution.

25.15.279 - Administrative dissolution—Commencement of proceeding.

25.15.289 - Administrative dissolution—Reinstatement.

25.15.294 - Voluntary dissolution—Revocation of dissolution—When effective—Effect.

25.15.297 - Winding up.

25.15.301 - Disposition of known claims—Definition.

25.15.305 - Distribution of assets.

25.15.309 - Remedies available after distribution.

25.15.316 - Law governing.

25.15.321 - Registration required.

25.15.331 - Name—Registered agent.

25.15.336 - Amendments to application.

25.15.341 - Withdrawal of registration.

25.15.346 - Doing business without registration.

25.15.351 - Enjoinder from doing business in this state.

25.15.356 - Activities not constituting transacting business.

25.15.361 - Service of process on registered foreign limited liability companies.

25.15.367 - Service of process on unregistered foreign limited liability companies.

25.15.371 - Termination of registration.

25.15.386 - Right to bring action.

25.15.391 - Proper plaintiff.

25.15.396 - Complaint.

25.15.401 - Expenses.

25.15.411 - Definitions.

25.15.416 - Merger—Plan.

25.15.421 - Merger—Plan—Approval.

25.15.426 - Articles of merger—Filing—Effective date.

25.15.431 - Effect of merger.

25.15.436 - Conversion.

25.15.441 - Action on plan of conversion by converting limited liability company.

25.15.446 - Filing required for conversion—Effective date.

25.15.451 - Effect of conversion.

25.15.456 - Restrictions on approval of conversions.

25.15.466 - Definitions.

25.15.471 - Member—Dissent—Payment of fair value.

25.15.476 - Dissenters' rights—Notice—Timing.

25.15.481 - Member—Dissent—Voting restriction.

25.15.486 - Members—Dissenters' notice—Requirement.

25.15.491 - Member—Payment demand—Entitlement.

25.15.496 - Members' interests—Transfer restriction.

25.15.501 - Payment of fair value—Requirements for compliance.

25.15.506 - Merger—Not effective within sixty days—Transfer restrictions.

25.15.511 - Dissenter's estimate of fair value—Notice.

25.15.516 - Unsettled demand for payment—Proceeding—Parties—Appraisers.

25.15.521 - Unsettled demand for payment—Costs—Fees and expenses of counsel.

25.15.801 - Construction and application of chapter and limited liability company agreement.

25.15.806 - Applicable fees, charges, and penalties.

25.15.811 - Authority to adopt rules.

25.15.903 - Effective date—2015 c 188.

25.15.904 - Short title.

25.15.905 - Chapter application.