23B.11.040 - Merger of subsidiary. - Washington Statutes

Merger of subsidiary.

(1) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.

     (2) The board of directors of the parent shall approve a plan of merger that sets forth:

     (a) The names of the parent and subsidiary; and

     (b) The manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or part.

     (3) Within ten days after the corporate action becomes effective, the parent shall deliver a notice to each shareholder of the subsidiary, which notice shall include a copy of the plan of merger.

     (4) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in RCW 23B.10.020.

[2009 c 189 § 39; 2002 c 297 § 34; 1989 c 165 § 134.]