RCW 25.10.840
Merger -- Foreign and domestic. (Effective
until July 1, 2010.)
(1) One or more foreign limited
partnerships, foreign partnerships, foreign limited liability
companies, and one or more foreign corporations may merge with
one or more domestic partnerships, domestic limited partnerships,
domestic limited liability companies, or domestic corporations
if:
(a) The merger is permitted by the law of the jurisdiction
under which each foreign limited partnership was organized, and
each foreign corporation was incorporated, and each foreign
partnership, foreign limited partnership, foreign limited
liability company, and foreign corporation complies with that law
in effecting the merger;
(b) The surviving entity complies with RCW 25.10.820 and 25.05.380;
(c) Each domestic limited partnership complies with RCW 25.10.810;
(d) Each domestic corporation complies with RCW 23B.11.080;
and
(e) Each domestic limited liability company complies with
RCW 25.15.400.
(2) Upon the merger taking effect, a surviving foreign
partnership, foreign limited partnership, foreign limited
liability company, or foreign 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 partnership, domestic
limited partnership, domestic limited liability company, or
domestic corporation party to the merger.
[1998 c 103 § 1318; 1991 c 269 § 16.]