2011 Washington Code
Title 23B Washington business corporation act
23B.11 Merger and share exchange.
23B.11.100 Merger -- Corporation is surviving entity.

When a merger of one or more corporations, one or more limited partnerships, one or more partnerships, or one or more limited liability companies takes effect, and a corporation is the surviving entity:

     (1) Every other corporation, every limited partnership, every partnership, and every limited liability company party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation, and every limited partnership, partnership, and limited liability company, ceases;

     (2) The title to all real estate and other property owned by each corporation, limited partnership, partnership, and limited liability company party to the merger is vested in the surviving corporation without reversion or impairment;

     (3) The surviving corporation has all the liabilities of each corporation, limited partnership, partnership, and limited liability company party to the merger;

     (4) A proceeding pending against any corporation, limited partnership, partnership, or limited liability company party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation, limited partnership, partnership, or limited liability company whose existence ceased;

     (5) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger;

     (6) The former holders of the shares of every corporation party to the merger are entitled only to the rights provided in the plan of merger or to their rights under chapter 23B.13 RCW; and

     (7) The former holders of partnership interests of every limited partnership or partnership party to the merger and the former holders of member interests of every limited liability company party to the merger are entitled only to the rights provided in the plan of merger or to their rights under chapter 25.10 RCW.

[1998 c 103 § 1312; 1991 c 269 § 40.]