RCW 25.10.791
323 words·~1 min read·
/wa/title-25/chapter-25-10/25-10-791·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(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 that ceases to exist vests in the surviving organization without reversion or impairment;
(d)All debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(e)An action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(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)Except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of article 8 of this chapter; and
(i)Any amendments provided for in the articles of merger for the organizational document that created the surviving organization become effective.
(2)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.
[ 2022 c 42 s 207 ; 2015 c 176 s 6129 ; 2009 c 188 s 1109 .]
Notes:
Effective date — Contingent effective date — 2015 c 176: See note following RCW 23.95.100 .