RCW 23B.11A.050

319 words·~1 min read·/wa/title-23b/chapter-23b-11a/23b-11a-050·

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)A domestic corporation or other entity that owns shares of a domestic corporation that are entitled to cast votes comprising at least 90 percent of the voting power of each class and series of the outstanding voting shares of that subsidiary corporation may:

(a)Merge the subsidiary corporation into itself or into

(i)another domestic corporation in which the parent entity owns shares that are entitled to cast votes comprising at least 90 percent of the voting power of each class and series of the outstanding voting shares of that other domestic corporation or

(ii)an other entity in which the parent entity owns interests that are entitled to cast votes comprising at least 90 percent of the total number of votes entitled to be cast by all outstanding interests of that other entity, or

(b)merge itself into that subsidiary corporation, in either case without the approval of the board of directors or shareholders of the subsidiary corporation, unless the articles of incorporation or organic rules of the parent entity or the articles of incorporation of the subsidiary corporation provide otherwise. RCW 23B.11A.040

(7)applies to a merger under this section. The articles of merger relating to a merger under this section do not need to be executed by the subsidiary corporation.

(2)A parent entity must, within 10 days after a merger under subsection

(1)of this section becomes effective, notify each of the subsidiary corporation's other shareholders that the merger has become effective. The notice must contain or be accompanied by a copy of the plan of merger or a summary of the material terms and conditions of the merger and the consideration to be received by shareholders.

(3)Except as provided in subsections

(1)and

(2)of this section, a merger under this section will be governed by the provisions of this chapter applicable to mergers generally.

[ 2024 c 22 s 7 .]