25.15.415 - Merger -- Foreign and domestic. - Washington Statutes

Merger — Foreign and domestic.

(1) One or more foreign partnerships, one or more foreign limited liability companies, one or more foreign limited partnerships, and one or more foreign corporations may merge with one or more domestic partnerships, domestic limited liability companies, domestic limited partnerships, or domestic corporations if:

     (a) The merger is permitted by the law of the jurisdiction under which each foreign limited liability company was formed, each foreign partnership or foreign limited partnership was organized, and each foreign corporation was incorporated, and each foreign limited liability company, foreign partnership, foreign limited partnership, and foreign corporation complies with that law in effecting the merger;

     (b) The surviving entity complies with RCW 25.15.405 and 25.05.380;

     (c) Each domestic limited liability company complies with RCW 25.15.400;

     (d) Each domestic limited partnership complies with RCW 25.10.781; and

     (e) Each domestic corporation complies with RCW 23B.11.080.

     (2) Upon the merger taking effect, a surviving foreign limited liability company, limited partnership, or corporation is deemed to appoint the secretary of state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting partners or shareholders of each domestic limited liability company, domestic limited partnership, or domestic corporation party to the merger.

[2009 c 188 § 1415; 1998 c 103 § 1323; 1994 c 211 § 1105.]

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