2011 Washington Code
Title 25 Partnerships
25.05 Revised uniform partnership act.
25.05.390 Merger -- Foreign and domestic.

(1) One or more foreign partnerships, foreign limited liability companies, foreign limited partnerships, and 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 partnership was organized, each foreign limited liability company was formed, each foreign limited partnership was organized, and each foreign corporation was incorporated, and each foreign partnership, foreign limited liability company, foreign limited partnership, and foreign corporation complies with that law in effecting the merger;

     (b) The surviving entity complies with RCW 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 members, partners, or shareholders of each domestic limited liability company, domestic limited partnership, or domestic corporation party to the merger.

[2009 c 188 § 1408; 1998 c 103 § 909.]

Notes:

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