24.03.207 - Merger or consolidation of domestic and foreign corporation.

Merger or consolidation of domestic and foreign corporation.

One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, if such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized:

     (1) Each domestic corporation shall comply with the provisions of this title with respect to the merger or consolidation as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.

     (2) If the surviving or new corporation in a merger or consolidation is to be governed by the laws of any state other than this state, it shall comply with the provisions of this title with respect to foreign corporations if it is to transact business in this state, and in every case it shall file with the secretary of state of this state:

     (a) An agreement that it may be served with process in this state in any proceeding for the enforcement of any obligation of any domestic corporation which is a party to the merger or consolidation and in any proceeding for the enforcement of the rights, if any, of a member of any such domestic corporation against the surviving or new corporation; and

     (b) An irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding.

     The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except as the laws of the other state provide otherwise.

     (3) At any time prior to the effective date of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provision therefor, if any, set forth in the plan of merger or consolidation. In the event the merger or consolidation is abandoned, the parties thereto shall execute a notice of abandonment in triplicate executed by an officer for each corporation executing the notice, which must be in the form of a record. If the secretary of state finds the notice conforms to law, the secretary of state shall:

     (a) Endorse on each of the originals the word "Filed" and the date of the filing;

     (b) File one of the triplicate originals in the secretary of state's office; and

     (c) Issue the other triplicate originals to the respective parties or their representatives.

[2004 c 265 § 21; 1986 c 240 § 35; 1982 c 35 § 91.]

Notes: Intent -- Severability -- Effective dates -- Application -- 1982 c 35: See notes following RCW 43.07.160.