Title 23B, WASHINGTON BUSINESS CORPORATION ACT

(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 securitie…

(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 un…

(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…

(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…

(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; …

(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…

(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 …