reglab/housing_qa huggingface dataset:
WA Rev Code § 25.15.411 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.411 - Definitions.

RCW 25.15.411 Definitions.In this article:(1) "Constituent limited liability company" means a limited liability company that is a party to a merger.(2) "Constituent organization" means an organization that is party to a merger.(3) "Converted organization" means the organization into which a converting organization converts under RCW 25.15.436 through 25.15.451.(4) "Converting limited liability company" means a converting organization that is a limited liability company.(5) "Converting organization" means an organization that converts into another organization pursuant to RCW 25.15.436.(6) "Governing statute" of an organization means the statute that governs the organization's internal affairs.(7) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not formed for profit.(8) "Organizational documents" means:(a) For a domestic or foreign general partnership, its partnership agreement;(b) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;(c) For a domestic or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable records as provided in its governing statute;(d) For a business trust, its agreement of trust and declaration of trust;(e) For a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and(f) For any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.(9) "Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:(a) By the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or(b) By the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.(10) "Surviving organization" means an organization into which one or more other organizations are merged.[ 2015 c 188 § 79.]
WA Rev Code § 25.15.416 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.416 - Merger—Plan.

RCW 25.15.416 Merger—Plan.(1) A limited liability company may merge with one or more other constituent organizations pursuant to this section and RCW 25.15.421 through 25.15.431 and a plan of merger, if:(a) The governing statute of each of the other organizations authorizes the merger;(b) The merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and(c) Each of the other organizations complies with its governing statute in effecting the merger.(2) The plan of merger must be in a record and must set forth:(a) The name and form of each constituent organization;(b) The name and form of the surviving organization;(c) The terms and conditions of the merger, including the manner and basis of converting the interests in each constituent organization into any combination of the interests, shares, obligations, or other securities of the surviving organization or any other organization or into cash or other property in whole or part; and(d) Any amendments to be made by the merger to the surviving organization's organizational documents.(3) The plan of merger may set forth other provisions relating to the merger.[ 2015 c 188 § 80.]
WA Rev Code § 25.15.421 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.421 - Merger—Plan—Approval.

RCW 25.15.421 Merger—Plan—Approval.(1) A plan of merger of a constituent limited liability company must be approved, and such approval shall occur when:(a) The plan is approved by a majority of the members; and(b) Any written consents required by RCW 25.15.456 have been obtained.(2) Subject to RCW 25.15.456 and any contractual rights, after a merger is approved, and at any time before a filing is made under RCW 25.15.426, a constituent limited liability company may amend the plan or abandon the planned merger:(a) As provided in the plan; and(b) Except as prohibited by the plan, with the same approval as was required to approve the plan.(3) If a domestic limited partnership is a party to the merger, the plan of merger must be adopted and approved as provided in RCW  25.10.781.(4) If a domestic corporation is a party to the merger, the plan of merger must be adopted and approved as provided in chapter 23B.11 RCW.(5) If a domestic partnership is a party to the merger, the plan of merger must be approved as provided in RCW 25.05.375.[ 2015 c 188 § 81.]
WA Rev Code § 25.15.426 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.426 - Articles of merger—Filing—Effective date.

RCW 25.15.426 Articles of merger—Filing—Effective date.(1) After each constituent organization has approved a merger, articles of merger must be executed on behalf of each constituent organization by an authorized representative.(2) The articles of merger must include:(a) The name and form of each constituent organization and the jurisdiction of its governing statute;(b) The name and form of the surviving organization and the jurisdiction of its governing statute;(c) The date the merger is effective under the governing statute of the surviving organization;(d) Any amendments provided for in the plan of merger for the organizational document that created the surviving organization;(e) A statement as to each constituent organization that the merger was approved as required by the organization's governing statute;(f) If the surviving organization is a foreign organization not registered to transact business in this state, the street and mailing address of the surviving organization's principal office for the purposes of service of process under RCW 23.95.450; and(g) Any additional information required by the governing statute of any constituent organization.(3) The surviving organization must deliver the articles of merger for filing in the office of the secretary of state.(4) The effective time of a merger is:(a) If the surviving organization is a limited liability company, upon the later of:(i) Filing of the articles of merger in the office of the secretary of state; or(ii) Subject to subsection (5) of this section, as specified in the articles of merger; or(b) If the surviving organization is not a limited liability company, as provided by the governing statute of the surviving organization.(5) If the articles of merger do not specify a delayed effective date, the articles of merger become effective upon filing as provided in RCW 23.95.210. The articles of merger may specify a delayed effective time and date in accordance with RCW 23.95.210.[ 2015 c 176 § 7128; 2015 c 188 § 82.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.431 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.431 - Effect of merger.

RCW 25.15.431 Effect of merger.(1) When a merger becomes effective:(a) The surviving organization continues;(b) Each constituent organization that merges into the surviving organization ceases to exist as a separate entity;(c) The title to all real estate and other property owned by each constituent organization is vested in the surviving organization without reversion or impairment;(d) The surviving organization has all liabilities of each constituent organization;(e) A proceeding pending by or against any constituent organization may be continued as if the merger did not occur or the surviving organization may be substituted in the proceeding for the constituent organization whose existence ceased;(f) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;(g) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;(h) The organizational documents of the surviving organization are amended to the extent provided in the articles of merger; and(i) The former holders of interests of every constituent limited liability company are entitled only to the rights provided in the plan of merger and to their rights under article XII of this chapter.(2) A merger of a limited liability company, including a limited liability company which is not the surviving organization in the merger, does not require the limited liability company to wind up its affairs under RCW 25.15.297 or pay its liabilities and distribute its assets under RCW 25.15.305.(3) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not registered to transact business in this state may be served with process pursuant to RCW 23.95.450 for the purposes of enforcing an obligation under this subsection.[ 2015 c 176 § 7129; 2015 c 188 § 83.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.436 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.436 - Conversion.

RCW 25.15.436 Conversion.(1) An organization other than a limited liability company may convert into a limited liability company, and a limited liability company may convert into an organization pursuant to this section and RCW 25.15.441 through 25.15.451 and a plan of conversion, if:(a) The other organization's governing statute authorizes the conversion;(b) The conversion is not prohibited by the law of the jurisdiction that enacted the other organization's governing statute; and(c) The other organization complies with its governing statute in effecting the conversion.(2) A plan of conversion must be in a record and must include:(a) The name and form of the organization before conversion;(b) The name and form of the organization after conversion;(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of the interests, shares, obligations, or other securities of the converted organization or any other organization or into cash or other property in whole or part; and(d) The organizational documents of the converted organization.[ 2015 c 188 § 84.]
WA Rev Code § 25.15.441 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.441 - Action on plan of conversion by converting limited liability company.

RCW 25.15.441 Action on plan of conversion by converting limited liability company.(1) Subject to RCW 25.15.456, a plan of conversion must be consented to by all the members of a converting limited liability company.(2) Subject to RCW 25.15.456 and any contractual rights, after a conversion is approved, and at any time before a filing is made under RCW 25.15.446, a converting limited liability company may amend the plan or abandon the planned conversion:(a) As provided in the plan; and(b) Except as prohibited by the plan, by the same approval as was required to approve the plan.[ 2015 c 188 § 85.]
WA Rev Code § 25.15.446 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.446 - Filing required for conversion—Effective date.

RCW 25.15.446 Filing required for conversion—Effective date.(1) After a plan of conversion is approved, the converting organization must make one of the following filings to complete the conversion:(a) A converting limited liability company must deliver to the secretary of state for filing articles of conversion, which must include:(i) A statement that the limited liability company has been converted into another organization;(ii) The name and form of the converted organization and the jurisdiction of its governing statute;(iii) The date the conversion is effective under the governing statute of the converted organization;(iv) A statement that the conversion was approved as required by this chapter;(v) A statement that the conversion was approved as required by the governing statute of the converted organization; and(vi) If the converted organization is a foreign organization not registered to transact business in this state, the street and mailing address of the converted organization's principal office for the purposes of service of process under RCW 23.95.450; or(b) A converting organization that is not a limited liability company must deliver to the secretary of state for filing a certificate of formation, together with articles of conversion, which must include:(i) A statement that the limited liability company was converted from another organization;(ii) The name and form of the converting organization and the jurisdiction of its governing statute; and(iii) A statement that the conversion was approved in a manner that complied with the converting organization's governing statute.(2) The effective time of a conversion is either:(a) If the converted organization is a limited liability company, when the certificate of formation takes effect; or(b) If the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.(3) If the certificate of formation filed pursuant to this section does not specify a delayed effective date, it becomes effective upon filing as provided in RCW 23.95.210. The certificate of formation may specify a delayed effective time and date in accordance with RCW 23.95.210.[ 2015 c 176 § 7130; 2015 c 188 § 86.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.451 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.451 - Effect of conversion.

RCW 25.15.451 Effect of conversion.(1) An organization that has been converted pursuant to this article is for all purposes the same entity that existed before the conversion.(2) When a conversion takes effect:(a) The title to all real estate and other property owned by the converting organization remains vested in the converted organization without reversion or impairment;(b) All debts, liabilities, and other obligations of the converting organization continue as obligations of the converted organization;(c) An action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;(d) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;(e) Except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and(f) Except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of article VIII of this chapter.(3) A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by the converting limited liability company, if before the conversion the converting limited liability company was subject to suit in this state on the obligation. A converted organization that is a foreign organization and not registered to transact business in this state may be served with process in accordance with RCW 23.95.450 for purposes of enforcing an obligation under this subsection.[ 2015 c 176 § 7131; 2015 c 188 § 87.]NOTES:Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
WA Rev Code § 25.15.456 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.456 - Restrictions on approval of conversions.

RCW 25.15.456 Restrictions on approval of conversions.If a member of a converting limited liability company or constituent limited liability company will have personal liability with respect to a converted organization or surviving organization, then, in addition to the applicable approval requirements in RCW 25.15.441(1) or 25.15.421(1)(a), approval of a plan of conversion or plan of merger must also require the execution, by each such member, of a separate written consent to become subject to such personal liability.[ 2015 c 188 § 88.]
WA Rev Code § 25.15.466 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.466 - Definitions.

RCW 25.15.466 Definitions.In this article:(1) "Dissenter" means a member who is entitled to dissent from a plan of merger and who exercises that right when and in the manner required by this article.(2) "Fair value," with respect to a dissenter's limited liability company interest, means the value of the member's limited liability company interest immediately before the effectuation of the merger to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the merger unless exclusion would be inequitable.(3) "Interest" means interest from the effective date of the merger until the date of payment, at the average rate currently paid by the limited liability company on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.(4) "Limited liability company" means the limited liability company in which the dissenter holds or held a membership interest, or the surviving organization by merger, whether foreign or domestic, of that limited liability company.[ 2015 c 188 § 89.]
WA Rev Code § 25.15.471 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.471 - Member—Dissent—Payment of fair value.

RCW 25.15.471 Member—Dissent—Payment of fair value.(1) Except as provided in RCW 25.15.481 or 25.15.491(2), or in a written limited liability company agreement, a member of a limited liability company is entitled to dissent from, and obtain payment of, the fair value of the member's interest in a limited liability company in the event of consummation of a plan of merger to which the limited liability company is a party as permitted by RCW 25.15.416.(2) A member entitled to dissent and obtain payment for the member's interest in a limited liability company under this article may not challenge the merger creating the member's entitlement unless the merger fails to comply with the procedural requirements imposed by this chapter, Title 23B RCW, chapter 25.05 RCW, chapter 25.10 RCW, or the limited liability company agreement, or is fraudulent with respect to the member or the limited liability company.(3) The right of a dissenting member in a limited liability company to obtain payment of the fair value of the member's interest in the limited liability company terminates upon the occurrence of any one of the following events:(a) The proposed merger is abandoned or rescinded;(b) A court having jurisdiction permanently enjoins or sets aside the merger; or(c) The member's demand for payment is withdrawn with the written consent of the limited liability company.[ 2015 c 188 § 90.]
WA Rev Code § 25.15.476 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.476 - Dissenters' rights—Notice—Timing.

RCW 25.15.476 Dissenters' rights—Notice—Timing.(1) Not less than ten days prior to the approval of a plan of merger, the limited liability company must send a written notice to all members who are entitled to vote on or approve the plan of merger that they may be entitled to assert dissenters' rights under this article. Such notice shall be accompanied by a copy of this article.(2) The limited liability company must notify in writing all members not entitled to vote on or approve the plan of merger that the plan of merger was approved, and send them the dissenters' notice as required by RCW 25.15.486.[ 2015 c 188 § 91.]
WA Rev Code § 25.15.481 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.481 - Member—Dissent—Voting restriction.

RCW 25.15.481 Member—Dissent—Voting restriction.A member of a limited liability company who is entitled to vote on or approve the plan of merger and who wishes to assert dissenters' rights must not vote in favor of or approve the plan of merger. A member who does not satisfy the requirements of this section is not entitled to payment for the member's interest in the limited liability company under this article.[ 2015 c 188 § 92.]
WA Rev Code § 25.15.486 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.486 - Members—Dissenters' notice—Requirement.

RCW 25.15.486 Members—Dissenters' notice—Requirement.(1) If the plan of merger is approved, the limited liability company shall deliver a written dissenters' notice to all members who satisfied the requirements of RCW 25.15.481.(2) The dissenters' notice required by RCW 25.15.476(2) or by subsection (1) of this section must be sent within ten days after the approval of the plan of merger, and must:(a) State where the payment demand must be sent;(b) Inform members as to the extent transfer of the member's interest in the limited liability company will be restricted as permitted by RCW 25.15.496 after the payment demand is received;(c) Supply a form for demanding payment;(d) Set a date by which the limited liability company must receive the payment demand, which date may not be fewer than thirty nor more than sixty days after the date the notice under this section is delivered; and(e) Be accompanied by a copy of this article.[ 2015 c 188 § 93.]
WA Rev Code § 25.15.491 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.491 - Member—Payment demand—Entitlement.

RCW 25.15.491 Member—Payment demand—Entitlement.(1) A member of a limited liability company who demands payment retains all other rights of a member of such limited liability company until the proposed merger becomes effective.(2) A member of a limited liability company sent a dissenters' notice who does not demand payment by the date set in the dissenters' notice is not entitled to payment for the member's interest in the limited liability company under this article.[ 2015 c 188 § 94.]
WA Rev Code § 25.15.496 (2021)
2021 Revised Code of Washington|Title 25 - Partnerships|Chapter 25.15 - Limited Liability Companies.|25.15.496 - Members' interests—Transfer restriction.

RCW 25.15.496 Members' interests—Transfer restriction.The limited liability company may restrict the transfer of members' interests in the limited liability company from the date the demand for their payment is received until the proposed merger becomes effective or the restriction is released under this article.[ 2015 c 188 § 95.]