RCW 25.05.385
Effect of merger. (Effective until July 1,
2010.)
(1) When a merger takes effect:
(a) Every other partnership, limited liability company,
limited partnership, or corporation that is party to the merger
merges into the surviving partnership, limited liability company,
limited partnership, or corporation and the separate existence of
every partnership, limited liability company, limited
partnership, or corporation except the surviving partnership,
limited liability company, limited partnership, or corporation
ceases;
(b) The title to all real estate and other property owned by
each partnership, limited liability company, limited partnership,
and corporation party to the merger is vested in the surviving
partnership, limited liability company, limited partnership, or
corporation without reversion or impairment;
(c) The surviving partnership, limited liability company,
limited partnership, or corporation has all liabilities of each
partnership, limited liability company, limited partnership, and
corporation that is party to the merger;
(d) A proceeding pending against any partnership, limited
liability company, limited partnership, or corporation that is
party to the merger may be continued as if the merger did not
occur or the surviving partnership, limited liability company,
limited partnership, or corporation may be substituted in the
proceeding for the partnership, limited liability company,
limited partnership, or corporation whose existence ceased;
(e) The certificate of formation of the surviving limited
liability company is amended to the extent provided in the plan
of merger;
(f) The partnership agreement of the surviving limited
partnership is amended to the extent provided in the plan of
merger;
(g) The articles of incorporation of the surviving
corporation are amended to the extent provided in the plan of
merger; and
(h) The former members of every limited liability company
party to the merger, the former holders of the partnership
interests of every domestic partnership or limited partnership
that is party to the merger, and the former holders of the shares
of every domestic corporation that is party to the merger are
entitled only to the rights provided in the plan of merger, or to
their rights under this article, to their rights under RCW 25.10.900 through 25.10.955, or to their rights under chapter 23B.13 RCW.
(2) Unless otherwise agreed, a merger of a domestic
partnership, including a domestic partnership which is not the
surviving entity in the merger, shall not require the domestic
partnership to wind up its affairs under article 8 of this
chapter.
(3) Unless otherwise agreed, a merger of a domestic limited
partnership, including a domestic limited partnership which is
not the surviving entity in the merger, shall not require the
domestic limited partnership to wind up its affairs under RCW 25.10.460 or pay its liabilities and distribute its assets under
RCW 25.10.470.
(4) Unless otherwise agreed, a merger of a domestic limited
liability company, including a domestic limited liability company
which is not the surviving entity in the merger, shall not
require the domestic limited liability company to wind up its
affairs under RCW 25.15.295 or pay its liabilities and distribute
its assets under RCW 25.15.300.
[1998 c 103 § 908.]
RCW 25.05.385
Effect of merger. (Effective July 1, 2010.)
(1) When a merger takes effect:
(a) Every other partnership, limited liability company,
limited partnership, or corporation that is party to the merger
merges into the surviving partnership, limited liability company,
limited partnership, or corporation and the separate existence of
every partnership, limited liability company, limited
partnership, or corporation except the surviving partnership,
limited liability company, limited partnership, or corporation
ceases;
(b) The title to all real estate and other property owned by
each partnership, limited liability company, limited partnership,
and corporation party to the merger is vested in the surviving
partnership, limited liability company, limited partnership, or
corporation without reversion or impairment;
(c) The surviving partnership, limited liability company,
limited partnership, or corporation has all liabilities of each
partnership, limited liability company, limited partnership, and
corporation that is party to the merger;
(d) A proceeding pending against any partnership, limited
liability company, limited partnership, or corporation that is
party to the merger may be continued as if the merger did not
occur or the surviving partnership, limited liability company,
limited partnership, or corporation may be substituted in the
proceeding for the partnership, limited liability company,
limited partnership, or corporation whose existence ceased;
(e) The certificate of formation of the surviving limited
liability company is amended to the extent provided in the plan
of merger;
(f) The partnership agreement of the surviving limited
partnership is amended to the extent provided in the plan of
merger;
(g) The articles of incorporation of the surviving
corporation are amended to the extent provided in the plan of
merger; and
(h) The former members of every limited liability company
party to the merger, the former holders of the partnership
interests of every domestic partnership or limited partnership
that is party to the merger, and the former holders of the shares
of every domestic corporation that is party to the merger are
entitled only to the rights provided in the plan of merger, or to
their rights under this article, to their rights under RCW 25.10.831 through 25.10.886, or to their rights under chapter 23B.13 RCW.
(2) Unless otherwise agreed, a merger of a domestic
partnership, including a domestic partnership which is not the
surviving entity in the merger, shall not require the domestic
partnership to wind up its affairs under article 8 of this
chapter.
(3) Unless otherwise agreed, a merger of a domestic limited
partnership, including a domestic limited partnership which is
not the surviving entity in the merger, shall not require the
domestic limited partnership to wind up its affairs under RCW 25.10.581 or pay its liabilities and distribute its assets under
RCW 25.10.621.
(4) Unless otherwise agreed, a merger of a domestic limited
liability company, including a domestic limited liability company
which is not the surviving entity in the merger, shall not
require the domestic limited liability company to wind up its
affairs under RCW 25.15.295 or pay its liabilities and distribute
its assets under RCW 25.15.300.
[2009 c 188 § 1407; 1998 c 103 § 908.]
NOTES:
Effective date -- 2009 c 188: See note following RCW 23B.11.080.