reglab/statecodes huggingface dataset:
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.09 - Corporate Entities—Conversions. › 23B.09.020 - Plan of entity conversion.

RCW 23B.09.020
Plan of entity conversion.
(1) A plan of entity conversion must include:
(a) The name of the domestic corporation before conversion;
(b) The name and form of the surviving entity after conversion;
(c) The terms and conditions of the conversion, including the manner and basis for converting interests in the domestic corporation into any combination of the interests, shares, obligations, or other securities of the surviving entity or any other entity or into cash or other property in whole or part; and
(d) The organic documents of the surviving entity as they will be in effect immediately after consummation of the conversion.
(2) The terms of a plan of [entity] conversion may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200(3).
[ 2020 c 194 § 9; 2020 c 57 § 64; 2014 c 83 § 10.]
NOTES:
Reviser's note: This section was amended by 2020 c 57 § 64 and by 2020 c 194 § 9, 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).
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.09 - Corporate Entities—Conversions. › 23B.09.040 - Articles of entity conversion.

RCW 23B.09.040
Articles of entity conversion.
(1) After a plan of entity conversion by a domestic corporation converting into an other entity has been adopted and approved as required by this chapter, articles of entity conversion must be executed on behalf of the domestic corporation by any officer or other duly authorized representative and must be delivered to the secretary of state for filing.
(2) After the conversion of an other entity into a domestic corporation has been adopted and approved as required by the organic law of the converting entity, articles of entity conversion must be executed on behalf of the converting entity by any officer or other duly authorized representative and must be delivered to the secretary of state for filing.
(3) The articles of entity conversion must set forth:
(a) A statement that the converting entity has been converted into the surviving entity;
(b) The name and form of the converting entity before conversion;
(c) The name and form of the surviving entity after conversion, which must be a name that satisfies the requirements of Article 3 of chapter 23.95 RCW if the surviving entity after conversion is a domestic corporation;
(d) Articles of incorporation that comply with RCW 23B.02.020 if the surviving entity after conversion is a domestic corporation;
(e) The date the conversion is effective under the organic law of the surviving entity;
(f) If the converting entity is a domestic corporation, a statement that the conversion was duly approved by the shareholders of the domestic corporation pursuant to RCW 23B.09.030;
(g) If the converting entity is an other entity, a statement that the conversion was duly approved as required by the organic law of the converting entity; and
(h) If the surviving entity is a foreign other entity not authorized to transact business in this state: (i) A statement that the surviving entity consents to service of process pursuant to RCW 23.95.450 in a proceeding to enforce any obligation or the rights of dissenting shareholders of the domestic corporation; and (ii) the street and mailing address of the entity's principal office that may be used for service of process under RCW 23.95.450.
(4) The articles of entity conversion take effect at the effective time provided in RCW 23.95.210. Articles of entity conversion under subsection (1) or (2) of this section may be combined with any required conversion filing under the organic law of the other entity if the combined filing satisfies the requirements of both this section and the organic law of the other entity.
[ 2020 c 57 § 66; 2015 c 176 § 2121; 2014 c 83 § 12.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.09 - Corporate Entities—Conversions. › 23B.09.050 - Effect of entity conversion.

RCW 23B.09.050
Effect of entity conversion.
(1) An entity that has been converted pursuant to this chapter is, for all purposes of the laws of the state of Washington, deemed to be the same entity that existed before the conversion and, unless otherwise agreed or as required under applicable non-Washington law, the converting entity is not required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion is not deemed to constitute a dissolution of the converting entity.
(2) When any conversion becomes effective under this chapter:
(a) The title to all real estate and other property, both tangible and intangible, owned by the converting entity remains vested in the surviving entity without reversion or impairment;
(b) All rights of creditors and all liens upon any property of the converting entity must be preserved unimpaired, and all debts, liabilities, and other obligations of the converting entity continue as obligations of the surviving entity, remain attached to the surviving entity, and may be enforced against it to the same extent as if the debts, liabilities, and other obligations had originally been incurred or contracted by it in its capacity as the surviving entity;
(c) An action or proceeding pending by or against the converting entity may be continued by or against the surviving entity 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 entity remain vested in the surviving entity; and
(e) Except as otherwise provided in the plan of entity conversion, the terms and conditions of the plan of entity conversion take effect.
(3) When a conversion of a domestic corporation to a foreign other entity becomes effective, the surviving entity is deemed:
(a) To consent to the jurisdiction of the courts of this state to enforce any obligation owed by the converting entity, if before the conversion the converting entity was subject to suit in this state on the obligation;
(b) 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 of the domestic corporation in connection with the conversion; and
(c) To agree that it will promptly pay to the dissenting shareholders of the domestic corporation the amount, if any, to which they are entitled under chapter 23B.13 RCW.
[ 2015 c 176 § 2122; 2014 c 83 § 13.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.09 - Corporate Entities—Conversions. › 23B.09.060 - Abandonment of entity conversion.

RCW 23B.09.060
Abandonment of entity conversion.
(1) Unless otherwise provided in a plan of entity conversion of a domestic corporation, after the plan of entity conversion has been adopted and approved as required by this chapter, and at any time before the articles of entity conversion have become effective, the planned conversion may be abandoned by the board of directors without action by the shareholders.
(2) If any entity conversion is abandoned after articles of entity conversion have been filed with the secretary of state but before the entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section, executed by an officer or other duly authorized representative, must be delivered to the secretary of state for filing prior to the effective date of the entity conversion and in accordance with RCW 23.95.215. Upon filing, the statement takes effect and the entity conversion is deemed abandoned and may not become effective.
[ 2020 c 57 § 67; 2015 c 176 § 2123; 2014 c 83 § 14.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.010 - Authority to amend articles of incorporation.

RCW 23B.10.010
Authority to amend articles of incorporation.
(1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(2) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
[ 1989 c 165 § 120.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.012 - Certificate of authority as insurance company—Filing of records.

RCW 23B.10.012
Certificate of authority as insurance company—Filing of records.
For those corporations that have a certificate of authority, are applying for, or intend to apply for a certificate of authority from the insurance commissioner as an insurance company under chapter 48.05 RCW, whenever under this chapter corporate records are required to be filed with the secretary of state, the records shall be filed with the insurance commissioner rather than the secretary of state.
[ 2002 c 297 § 33; 1998 c 23 § 9.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.020 - Amendment of articles of incorporation by board of directors.

RCW 23B.10.020
Amendment of articles of incorporation by board of directors.
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder approval:
(1) If the corporation has only one class of shares outstanding, to provide, change, or eliminate any provision with respect to the par value of any class of shares;
(2) To delete the names and addresses of the initial directors;
(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(4) If the corporation has only one class of shares outstanding, solely to:
(a) Effect a forward stock split of, or change the number of authorized shares of that class in proportion to a forward stock split of, or share dividend in, the corporation's outstanding shares; or
(b) Effect a reverse stock split of the corporation's outstanding shares if the number of authorized shares of that class is proportionately reduced by the amendment;
(5) To change the corporate name; or
(6) To make any other change expressly permitted by this title to be made without shareholder approval.
[ 2023 c 432 § 4; 2009 c 189 § 31; 2003 c 35 § 3; 1989 c 165 § 121.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.030 - Amendment of articles of incorporation by board of directors and shareholders.

RCW 23B.10.030
Amendment of articles of incorporation by board of directors and shareholders.
(1) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.
(2) For the amendment to be adopted:
(a) The board of directors must recommend the amendment to the shareholders unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) RCW 23B.08.245 applies, and in either case the board of directors communicates the basis for so proceeding to the shareholders; and
(b) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (5) of this section.
(3) The board of directors may condition its submission of the proposed amendment on any basis, including the affirmative vote of holders of a specified percentage of shares held by any group of shareholders not otherwise entitled under this title or the articles of incorporation to vote as a separate voting group on the proposed amendment.
(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with RCW 23B.07.050. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.
(5) In addition to any other voting conditions imposed by the board of directors under subsection (3) of this section, the amendment to be adopted must be approved by two-thirds, or, in the case of a public company, a majority, of the voting group comprising all the votes entitled to be cast on the proposed amendment, and of each other voting group entitled under RCW 23B.10.040 or the articles of incorporation to vote separately on the proposed amendment. The articles of incorporation may require a greater vote than that provided for in this subsection. The articles of incorporation of a corporation other than a public company may require a lesser vote than that provided for in this subsection, or may require a lesser vote by separate voting groups, so long as the required vote is not less than a majority of all the votes entitled to be cast on the proposed amendment and of each other voting group entitled to vote separately on the proposed amendment. Separate voting by additional voting groups is required on a proposed amendment under the circumstances described in RCW 23B.10.040.
[ 2011 c 328 § 5; 2003 c 35 § 4; 1989 c 165 § 122.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.050 - Amendment of articles of incorporation before issuance of shares.

RCW 23B.10.050
Amendment of articles of incorporation before issuance of shares.
If a corporation has not yet issued shares, its board of directors, or incorporators if initial directors were not named in the articles of incorporation and have not been elected, may adopt one or more amendments to the corporation's articles of incorporation.
[ 1989 c 165 § 124.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.060 - Articles of amendment.

RCW 23B.10.060
Articles of amendment.
A corporation amending its articles of incorporation must deliver to the secretary of state for filing articles of amendment stating:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment's adoption;
(5) If an amendment was adopted by the incorporators or board of directors without shareholder approval, a statement to that effect and that shareholder approval was not required;
(6) If shareholder approval was required, a statement that the amendment was duly approved by the shareholders in accordance with the provisions of RCW 23B.10.030 and 23B.10.040; and
(7) If an amendment is being filed pursuant to RCW 23B.01.200(3)(e), a statement to that effect.
[ 2020 c 194 § 10; 2009 c 189 § 32; 1989 c 165 § 125.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.070 - Restated articles of incorporation.

RCW 23B.10.070
Restated articles of incorporation.
(1) Any officer of the corporation may restate its articles of incorporation at any time.
(2) A restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment not requiring shareholder approval, it must be adopted by the board of directors. If the restatement includes an amendment requiring shareholder approval, it must be adopted in accordance with RCW 23B.10.030.
(3) If the board of directors submits a restatement for shareholder approval, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with RCW 23B.07.050. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.
(4) A corporation restating its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(a) If the restatement does not include an amendment to the articles of incorporation, a statement to that effect;
(b) If the restatement contains an amendment to the articles of incorporation not requiring shareholder approval, a statement that the board of directors adopted the restatement and the date of such adoption;
(c) If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by RCW 23B.10.060; and
(d) Both the articles of restatement and the certificate must be executed.
(5) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(6) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (4) of this section.
[ 2009 c 189 § 33; 1991 c 72 § 36; 1989 c 165 § 126.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.080 - Amendment of articles of incorporation pursuant to reorganization.

RCW 23B.10.080
Amendment of articles of incorporation pursuant to reorganization.
(1) A corporation's articles of incorporation may be amended without approval by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by RCW 23B.02.020.
(2) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(a) The name of the corporation;
(b) The text of each amendment approved by the court;
(c) The date of the court's order or decree approving the articles of amendment;
(d) The title of the reorganization proceeding in which the order or decree was entered; and
(e) A statement that the court had jurisdiction of the proceeding under federal statute.
(3) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
(4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
[ 2009 c 189 § 34; 1989 c 165 § 127.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.090 - Effect of amendment of articles of incorporation.

RCW 23B.10.090
Effect of amendment of articles of incorporation.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
[ 1989 c 165 § 128.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.200 - Amendment of bylaws by board of directors or shareholders.

RCW 23B.10.200
Amendment of bylaws by board of directors or shareholders.
(1) A corporation's board of directors, subject to the limitations set forth in *RCW 23B.02.060(4), may amend or repeal the corporation's bylaws, or adopt new bylaws, except to the extent that:
(a) This power is reserved exclusively to the shareholders pursuant to the articles of incorporation or a shareholders' agreement authorized by RCW 23B.07.320, or pursuant to RCW 23B.10.205, 23B.10.210, or any other provision of this title; or
(b) The shareholders, in amending, repealing, or adopting a particular bylaw under subsection (2) of this section, provide expressly that the board of directors may not amend or repeal that bylaw.
(2) A corporation's shareholders, subject to the limitations set forth in *RCW 23B.02.060(4), may amend or repeal the corporation's bylaws, or adopt new bylaws, even though the bylaws may also be amended or repealed, or new bylaws may also be adopted, by its board of directors.
[ 2011 c 328 § 3; 2009 c 189 § 35; 2007 c 467 § 7; 1989 c 165 § 129.]
NOTES:
*Reviser's note: RCW 23B.02.060 was amended by 2020 c 194 § 3, changing subsection (4) to subsection (2).
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.10 - Amendment of Articles of Incorporation and Bylaws. › 23B.10.210 - Bylaw increasing quorum or voting requirements for directors.

RCW 23B.10.210
Bylaw increasing quorum or voting requirements for directors.
(1) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(a) If originally adopted by the shareholders, only by the shareholders; or
(b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
(2) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(3) If the corporation is a public company, approval by the board of directors under subsection (1)(b) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the quorum requirement and be approved by the vote required for approval under the quorum and voting requirement then in effect.
(4) If the corporation is not a public company, approval by the board of directors under subsection (1)(b) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be approved by the same vote required for approval under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
[ 2009 c 189 § 37; 1989 c 165 § 130.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.11 - Merger and Share Exchange. › 23B.11.010 - Merger.

RCW 23B.11.010
Merger.
(1) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders, if required by RCW 23B.11.030, approve a plan of merger.
(2) The plan of merger must include:
(a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or part, or of canceling some or all of such shares.
(3) The plan of merger may include:
(a) Amendments to the articles of incorporation of the surviving corporation, or a restatement that includes one or more amendments to the surviving corporation's articles of incorporation; and
(b) Other provisions relating to the merger.
(4) The terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200(3).
[ 2022 c 42 § 107; 2020 c 194 § 11; 1989 c 165 § 131.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.11 - Merger and Share Exchange. › 23B.11.020 - Share exchange.

RCW 23B.11.020
Share exchange.
(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders, if required by RCW 23B.11.030, approve the exchange.
(2) The plan of exchange must include:
(a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(b) The terms and conditions of the exchange; and
(c) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
(3) The plan of exchange may include other provisions relating to the exchange.
(4) Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200(3).
(5) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
[ 2020 c 194 § 12; 1989 c 165 § 132.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.11 - Merger and Share Exchange. › 23B.11.040 - Merger of or into subsidiary.

RCW 23B.11.040
Merger of or into subsidiary.
(1) A parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may (a) merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary, or (b) merge itself into the subsidiary without approval of the shareholders of the subsidiary. A merger of a parent corporation into its subsidiary otherwise will be governed by the provisions of chapter 23B.11 RCW applicable to mergers generally.
(2) The board of directors of the parent shall approve a plan of merger that sets forth:
(a) The names of the parent and subsidiary; and
(b) The manner and basis of converting the shares of the subsidiary or parent corporation, as applicable, into shares, obligations, or other securities of the surviving corporation or any other corporation or into cash or other property in whole or part.
(3) Within ten days after the corporate action becomes effective, the surviving corporation shall deliver a notice to each other shareholder of the subsidiary, which notice must include a copy of the plan of merger.
(4) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in RCW 23B.10.020.
[ 2017 c 28 § 17; 2009 c 189 § 39; 2002 c 297 § 34; 1989 c 165 § 134.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.11 - Merger and Share Exchange. › 23B.11.050 - Articles of merger or share exchange.

RCW 23B.11.050
Articles of merger or share exchange.
(1) After a plan of merger is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving entity shall deliver to the secretary of state for filing articles of merger stating:
(a) The name and jurisdiction of organization of each party to the merger;
(b) The name and jurisdiction of organization of the surviving entity;
(c) If the surviving entity of the merger is a domestic corporation and its articles of incorporation are amended or amended and restated, the amendments to the surviving entity's articles of incorporation or the amended and restated articles of incorporation of the surviving entity;
(d) If shareholder approval of any domestic corporation party to the merger was not required, a statement to that effect;
(e) If approval of the shareholders of one or more domestic corporations party to the merger was required, a statement that the merger was duly approved by the shareholders of such domestic corporation pursuant to RCW 23B.11.030; and
(f) If approval of the shareholders of one or more other entities party to the merger was required, a statement that the merger was duly approved by the interest holders of such other entity in accordance with the organic law of such other entity.
(2) After a plan of share exchange has been approved by the shareholders of the corporation whose shares will be acquired in the share exchange, the acquiring corporation shall deliver to the secretary of state for filing articles of share exchange, executed by the acquiring corporation and the corporation whose shares will be acquired in the share exchange, stating:
(a) The name of the corporation whose shares will be acquired in the share exchange;
(b) The name of the acquiring corporation; and
(c) A statement that the plan of share exchange was duly approved by the shareholders of the corporation whose shares will be acquired in the share exchange pursuant to RCW 23B.11.030.
(3) The definitions in RCW 23B.09.005 apply to this section unless the context clearly requires otherwise.
[ 2022 c 42 § 109; 1989 c 165 § 135.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.11 - Merger and Share Exchange. › 23B.11.060 - Effect of merger or share exchange.

RCW 23B.11.060
Effect of merger or share exchange.
(1) When a merger takes effect:
(a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(b) The title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;
(c) The surviving corporation has all liabilities of each corporation party to the merger;
(d) A proceeding pending against any corporation 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 whose existence ceased;
(e) The articles of incorporation of the surviving corporation are amended, or amended and restated, to the extent provided in the articles of merger; and
(f) The former holders of the shares of every corporation party to the merger are entitled only to the rights provided in the articles of merger or to their rights under chapter 23B.13 RCW.
(2) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under chapter 23B.13 RCW.
[ 2022 c 42 § 110; 1989 c 165 § 136.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.11 - Merger and Share Exchange. › 23B.11.070 - Merger or share exchange with foreign corporation.

RCW 23B.11.070
Merger or share exchange with foreign corporation.
(1) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if:
(a) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(b) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;
(c) The foreign corporation complies with RCW 23B.11.050 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and
(d) Each domestic corporation complies with the applicable provisions of RCW 23B.11.010 through 23B.11.040 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with RCW 23B.11.050.
(2) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange 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 of each domestic corporation party to the merger or share exchange; and
(b) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under chapter 23B.13 RCW.
(3) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
[ 2015 c 176 § 2124; 1989 c 165 § 137.]
NOTES:
Effective date—Contingent effective date—2015 c 176: See note following RCW 23.95.100.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.11 - Merger and Share Exchange. › 23B.11.080 - Merger.

RCW 23B.11.080
Merger.
(1) One or more domestic corporations may merge with one or more limited liability companies, partnerships, or limited partnerships if:
(a) The board of directors of each corporation adopts and the shareholders of each corporation approve, if approval would be necessary, the plan of merger as required by RCW 23B.11.030;
(b) The partners of each limited partnership approve the plan of merger as required by RCW 25.10.781;
(c) The partners of each partnership approve the plan of merger as required by RCW 25.05.375; and
(d) The members of each limited liability company approve, if approval is necessary, the plan of merger as required by RCW 25.15.421.
(2) The plan of merger must set forth:
(a) The name of each limited liability company, partnership, corporation, and limited partnership planning to merge and the name of the surviving limited liability company, partnership, corporation, or limited partnership into which each other limited liability company, partnership, corporation, or limited partnership plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the shares of each corporation, the member interests of each limited liability company, and the partnership interests in each partnership and each limited partnership into shares, limited liability company member interests, partnership interests, obligations, or other securities of the surviving limited liability company, partnership, corporation, or limited partnership, or into cash or other property, including shares, obligations, or securities of any other limited liability company, partnership, or corporation, and partnership interests, obligations, or securities of any other limited partnership, in whole or in part.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of the surviving corporation;
(b) Amendments to the certificate of limited partnership of the surviving limited partnership; and
(c) Other provisions relating to the merger.
[ 2015 c 188 § 110; 2009 c 188 § 1401; 1998 c 103 § 1310; 1991 c 269 § 38.]
NOTES:
Effective date—2015 c 188: See RCW 25.15.903.
Effective date—2009 c 188: "Sections 1401 through 1416 of this act take effect July 1, 2010." [ 2009 c 188 § 1417.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.11 - Merger and Share Exchange. › 23B.11.090 - Articles of merger.

RCW 23B.11.090
Articles of merger.
After a plan of merger for one or more corporations and one or more limited partnerships, one or more partnerships, or one or more limited liability companies is approved by the shareholders of each corporation (or adopted by the board of directors of any corporation for which shareholder approval is not required), is approved by the partners for each limited partnership as required by RCW 25.10.781, is approved by the partners of each partnership as required by RCW 25.05.380, or is approved by the members of each limited liability company as required by RCW 25.15.421, the surviving entity must:
(1) If the surviving entity is a corporation, file with the secretary of state articles of merger setting forth:
(a) The name and jurisdiction of organization of each party to the merger;
(b) The name of the surviving corporation;
(c) If the surviving corporation's articles of incorporation are amended or amended and restated, the amendments to the surviving corporation's articles of incorporation or the amended and restated articles of incorporation of the surviving corporation;
(d) A statement that the merger was duly approved by the shareholders of each corporation that is a party to the merger pursuant to RCW 23B.11.030 (or a statement that shareholder approval was not required for a merging corporation); and
(e) A statement that the merger was duly approved as required by the organic law of each other party that is a party to the merger.
(2) If the surviving entity is a limited partnership, comply with the requirements in RCW 25.10.786.
(3) If the surviving entity is a partnership, comply with the requirements in RCW 25.05.380.
(4) If the surviving entity is a limited liability company, comply with the requirements in RCW 25.15.426.
(5) The definitions in RCW 23B.09.005 apply to this section unless the context clearly requires otherwise.
[ 2022 c 42 § 111; 2015 c 188 § 111; 2009 c 188 § 1402; 1998 c 103 § 1311; 1991 c 269 § 39.]
NOTES:
Effective date—2015 c 188: See RCW 25.15.903.
Effective date—2009 c 188: See note following RCW 23B.11.080.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.11 - Merger and Share Exchange. › 23B.11.100 - Merger—Corporation is surviving entity.

RCW 23B.11.100
Merger—Corporation is surviving entity.
(1) When a merger of one or more corporations or one or more other entities takes effect, and a corporation is the surviving entity:
(a) Every other corporation and every other entity party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation, and every other entity, ceases;
(b) The title to all real estate and other property owned by each entity party to the merger is vested in the surviving corporation without reversion or impairment;
(c) The surviving corporation has all the liabilities of each entity party to the merger;
(d) A proceeding pending against any entity 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 entity whose existence ceased;
(e) The articles of incorporation of the surviving corporation are amended, or amended and restated, to the extent provided in the articles of merger;
(f) 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
(g) The former interest holders of every other entity party to the merger are entitled only to the rights provided in the plan of merger or to their rights under the organic law of that other entity.
(2) The definitions in RCW 23B.09.005 apply to this section unless the context clearly requires otherwise.
[ 2022 c 42 § 112; 1998 c 103 § 1312; 1991 c 269 § 40.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 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.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.12 - Sale of Assets. › 23B.12.010 - Sale of property and assets in usual and regular course of business or for benefit of creditors.

RCW 23B.12.010
Sale of property and assets in usual and regular course of business or for benefit of creditors.
(1) Unless the articles of incorporation provide otherwise, approval by a corporation's shareholders is not required:
(a) To sell, lease, exchange, or otherwise dispose of any or all of the corporation's property and assets in the usual and regular course of its business; or
(b) To mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's property and assets, regardless of whether or not these actions are in the usual and regular course of its business.
(2) Unless the articles of incorporation provide otherwise, approval by a corporation's shareholders is not required to dedicate the corporation's property and assets to the repayment of its creditors through an assignment for the benefit of creditors in accordance with chapter 7.08 RCW that is approved by the board of directors, or by the appointment of a general receiver in a proceeding under chapter 7.60 RCW that is approved by the board of directors. The assumption of control over the corporation's property and assets by an assignee for the benefit of creditors or by a general receiver relieves the directors of any further duties with respect to the liquidation of the corporation's property and assets or the application of any property and assets or proceeds toward satisfaction of the claims of creditors.
[ 2019 c 141 § 6; 2017 c 28 § 10; 2006 c 52 § 4; 1990 c 178 § 12; 1989 c 165 § 138.]
NOTES:
Effective date—1990 c 178: See note following RCW 23B.01.220.
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.010 - Definitions.

RCW 23B.13.010
Definitions.
As used in this chapter:
(1) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer.
(2) "Dissenter" means a shareholder who is entitled to dissent from corporate action under RCW 23B.13.020 and who exercises that right when and in the manner required by RCW 23B.13.200 through 23B.13.280.
(3) "Fair value," with respect to a dissenter's shares, means the value of the shares immediately before the effective date of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.
(4) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
(5) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.
(6) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.
(7) "Shareholder" means the record shareholder or the beneficial shareholder.
[ 1989 c 165 § 140.]
2023 Revised Code of Washington › Title 23B - Washington Business Corporation Act › Chapter 23B.13 - Dissenters' Rights. › 23B.13.030 - Dissent by nominees and beneficial owners.

RCW 23B.13.030
Dissent by nominees and beneficial owners.
(1) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in the shareholder's name only if the shareholder dissents with respect to all shares beneficially owned by any one person and delivers to the corporation a notice of the name and address of each person on whose behalf the shareholder asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which the dissenter dissents and the dissenter's other shares were registered in the names of different shareholders.
(2) A beneficial shareholder may assert dissenters' rights as to shares held on the beneficial shareholder's behalf only if:
(a) The beneficial shareholder delivers to the corporation the record shareholder's executed written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and
(b) The beneficial shareholder does so with respect to all shares of which such shareholder is the beneficial shareholder or over which such shareholder has power to direct the vote.
[ 2020 c 57 § 68; 2002 c 297 § 35; 1989 c 165 § 142.]