24.06.225 - Articles of merger or consolidation. - Washington Statutes

Articles of merger or consolidation.

(1) Upon approval, articles of merger or articles of consolidation shall be executed in duplicate originals by each corporation, by an officer of each corporation, and shall set forth:

     (a) The plan of merger or the plan of consolidation;

     (b) A statement setting forth the date of the meeting of members or shareholders at which the plan was adopted, that a quorum was present at such meeting, and that such plan received at least two-thirds of the votes which members and shareholders of the corporation and of each class entitled to vote thereon as a class, present at such meeting in person or by mail or by electronic transmission or represented by proxy were entitled to cast, or a statement that such amendment was adopted by a consent in writing signed by all members;

     (2) Duplicate originals of the articles of merger or articles of consolidation shall be delivered to the secretary of state. If the secretary of state finds that such articles conform to law, he or she shall, when all fees have been paid as prescribed in this chapter:

     (a) Endorse on each of such originals the word "filed", and the effective date of the filing thereof;

     (b) File one of such originals in his or her office;

     (c) Issue a certificate of merger or a certificate of consolidation to which he or she shall affix one of such originals.

     The certificate of merger or certificate of consolidation, together with the original of the articles of merger or articles of consolidation affixed thereto by the secretary of state shall be returned to the surviving or new corporation, as the case may be, or its representative, and shall be retained by the corporation.

[2000 c 167 § 9; 1982 c 35 § 134; 1981 c 302 § 8; 1969 ex.s. c 120 § 45.]

Notes: Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.

Severability -- 1981 c 302: See note following RCW 19.76.100.