23B.11.090 - Articles of merger. - Washington Statutes

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 25.15.400, 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 plan of merger;

     (b) A statement that the merger was duly approved by the shareholders of each corporation pursuant to RCW 23B.11.030 (or a statement that shareholder approval was not required for a merging corporation); and

     (c) A statement that the merger was duly approved by the partners of each limited partnership pursuant to RCW 25.10.781.

     (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 25.15.405.

[2009 c 188 § 1402; 1998 c 103 § 1311; 1991 c 269 § 39.]

Notes: Effective date -- 2009 c 188: See note following RCW 23B.11.080.