Title 23B — Title 23B WASHINGTON BUSINESS CORPORATION ACT
22 chapters · 253 sections in this title.
RCW 23B.11A.010 Definitions.
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The definitions in this section apply throughout this chapter unless the context clearly requires otherwise.(1) "Acquired entity" means the domestic corporation that will have all of one or more classes or series of its shares acquired in a share exchange.(2) "Acquiring entity" m…
RCW 23B.11A.020 Merger.
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(1) By complying with this chapter, one or more domestic corporations may merge with one or more domestic corporations or other entities in accordance with a plan of merger, resulting in a surviving entity.(2) By complying with the provisions of this chapter applicable to other e…
RCW 23B.11A.030 Share exchange.
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(1) By complying with this chapter:(a) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation in exchange for shares or other securities, obligations, rights to acquire shares or other securities, cash, othe…
RCW 23B.11A.040 Approval of plan of merger or share exchange.
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In the case of a domestic corporation that is a party to a merger or the acquired entity in a share exchange, the plan of merger or share exchange must be approved in the following manner:(1) The plan of merger or share exchange must first be approved by the board of directors.(2…
RCW 23B.11A.041 Voting on plan of merger or share exchange—Separate voting groups.
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(1) Subject to subsection (2) of this section, separate voting by voting groups is required:(a) On a plan of merger, by each class or series of shares of a domestic corporation that is a party to the merger that:(i) Is to be converted under the plan into shares, other securities,…
RCW 23B.11A.045 Without approval of plan of merger or share exchange—Tender offer—Definitions.
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(1) Unless the articles of incorporation provide otherwise, approval by a corporation's shareholders of a plan of merger or share exchange is not required if:(a) The plan of merger or share exchange expressly (i) permits or requires the merger or share exchange to be effected und…
RCW 23B.11A.050 Merger between parent and subsidiary or between subsidiaries.
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(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 sub…
RCW 23B.11A.060 Articles of merger or share exchange.
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(1)(a) After a plan of merger has been approved (i) as required by this title, and (ii) in the case of each other entity, if any, that is party to the merger, as required by the organic law or organic rules governing such other entity or by RCW 23B.11A.020(3), as applicable, then…
RCW 23B.11A.070 Effect of merger or share exchange.
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(1) When a merger becomes effective:(a) The domestic corporation or other entity that is designated in the plan of merger as the surviving entity continues;(b) The separate existence of every domestic corporation or other entity that is merged into the surviving entity ceases;(c)…
RCW 23B.11A.080 Abandonment of merger or share exchange.
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(1) After a plan of merger or share exchange has been approved as required by this chapter, and before articles of merger or share exchange have become effective, the plan of merger or share exchange may be abandoned by a domestic corporation that is a party to the plan of merger…
RCW 23B.11A.090 Merger to effect a holding company reorganization—Definitions.
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(1) As used in this section:(a) "Holding company" means the corporation that is or becomes the direct parent of the surviving corporation of a merger accomplished under this section and whose capital stock is issued in that merger;(b) "Parent constituent corporation" means the pa…