25.15.395 - Merger -- Plan -- Effective date. - Washington Statutes

Merger — Plan — Effective date.

(1) One or more domestic limited liability companies may merge with one or more domestic partnerships, domestic limited partnerships, domestic limited liability companies, or domestic corporations pursuant to a plan of merger approved or adopted as provided in RCW 25.15.400.

     (2) The plan of merger must set forth:

     (a) The name of each partnership, limited liability company, limited partnership, and corporation planning to merge and the name of the surviving partnership, limited liability company, limited partnership, or corporation into which the other partnership, limited liability company, limited partnership, or corporation plans to merge;

     (b) The terms and conditions of the merger; and

     (c) The manner and basis of converting the interests of each member of each limited liability company, the partnership interests in each partnership or limited partnership, and the shares of each corporation party to the merger into the interests, shares, obligations, or other securities of the surviving or any other partnership, limited liability company, limited partnership, or corporation or into cash or other property in whole or part.

     (3) The plan of merger may set forth:

     (a) Amendments to the certificate of formation of the surviving limited liability company;

     (b) Amendments to the certificate of limited partnership of the surviving limited partnership;

     (c) Amendments to the articles of incorporation of the surviving corporation; and

     (d) Other provisions relating to the merger.

     (4) If the plan of merger does not specify a delayed effective date, it shall become effective upon the filing of articles of merger. If the plan of merger specifies a delayed effective time and date, the plan of merger becomes effective at the time and date specified. If the plan of merger specifies a delayed effective date but no time is specified, the plan of merger is effective at the close of business on that date. A delayed effective date for a plan of merger may not be later than the ninetieth day after the date it is filed.

[1998 c 103 § 1319; 1994 c 211 § 1101.]