2018 Revised Code of Washington
Title 23B - WASHINGTON BUSINESS CORPORATION ACT
23B.11 Merger and share exchange.
23B.11.110 Merger with foreign and domestic entities—Effect.
RCW 23B.11.110 Merger with foreign and domestic entities—Effect.
(1) One or more foreign limited partnerships, foreign corporations, foreign partnerships, and foreign limited liability companies may merge with one or more domestic partnerships, domestic limited liability companies, domestic limited partnerships, or domestic corporations, provided that:
(a) The merger is permitted by the law of the jurisdiction under which each foreign limited partnership was organized and the law of the state or country under which each foreign corporation was incorporated and each foreign limited partnership or foreign corporation complies with that law in effecting the merger;
(b) If the surviving entity is a foreign or domestic corporation, that corporation complies with RCW 23B.11.090;
(c) If the surviving entity is a foreign or domestic limited partnership, that limited partnership complies with RCW 25.10.786;
(d) Each domestic corporation complies with RCW 23B.11.080;
(e) Each domestic limited partnership complies with RCW 25.10.781;
(f) Each domestic limited liability company complies with RCW 25.15.421; and
(g) Each domestic partnership complies with RCW 25.05.375.
(2) Upon the merger taking effect, a surviving foreign corporation, foreign limited partnership, foreign limited liability corporation, or foreign partnership is deemed:
(a) To consent to service of process pursuant to RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting shareholders or partners of each domestic corporation, domestic limited partnership, domestic limited liability company, or domestic partnership party to the merger; and
(b) To agree that it will promptly pay to the dissenting shareholders or partners of each domestic corporation, domestic limited partnership, domestic limited liability company, or domestic partnership party to the merger the amount, if any, to which they are entitled under chapter 23B.13 RCW, in the case of dissenting shareholders, or under chapter 25.10, 25.15, or 25.05 RCW, in the case of dissenting partners.
[ 2015 c 188 § 112; 2015 c 176 § 2125; 2009 c 188 § 1403; 1998 c 103 § 1313; 1991 c 269 § 41.]
NOTES:
Reviser's note: This section was amended by 2015 c 176 § 2125 and by 2015 c 188 § 112, each without reference to the other. Both amendments are incorporated in the publication of this section under RCW 1.12.025(2). For rule of construction, see RCW 1.12.025(1).
Effective date—2015 c 188: See RCW 25.15.903.
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
Effective date—2009 c 188: See note following RCW 23B.11.080.
