Washington § 25.15.421 Merger—Plan—Approval.

Washington Statutes

§ 25.15.421 — Merger—Plan—Approval.

Washington § 25.15.421

Title 25PARTNERSHIPS

Ch. 25.15LIMITED LIABILITY COMPANIES

This text of Washington § 25.15.421 (Merger—Plan—Approval.) is published on Counsel Stack Legal Research, covering Washington primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Wash. Rev. Code § 25.15.421 (2026).

Text

(1)A plan of merger of a constituent limited liability company must be approved, and such approval shall occur when:

(a)The plan is approved by a majority of the members; and

(b)Any written consents required by RCW 25.15.456 have been obtained.

(2)Subject to RCW 25.15.456 and any contractual rights, after a merger is approved, and at any time before a filing is made under RCW 25.15.426 , a constituent limited liability company may amend the plan or abandon the planned merger:

(a)As provided in the plan; and

(b)Except as prohibited by the plan, with the same approval as was required to approve the plan.

(3)If a domestic limited partnership is a party to the merger, the plan of merger must be adopted and approved as provided in RCW 25.10.781 .

(4)If a domestic corporation is a

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(1) A plan of merger of a constituent limited liability company must be approved, and such approval shall occur when:

(a) The plan is approved by a majority of the members; and

(b) Any written consents required by RCW 25.15.456 have been obtained.

(2) Subject to RCW 25.15.456 and any contractual rights, after a merger is approved, and at any time before a filing is made under RCW 25.15.426 , a constituent limited liability company may amend the plan or abandon the planned merger:

(a) As provided in the plan; and

(b) Except as prohibited by the plan, with the same approval as was required to approve the plan.

(3) If a domestic limited partnership is a party to the merger, the plan of merger must be adopted and approved as provided in RCW 25.10.781 .

(4) If a domestic corporation is a party to the merger, the plan of merger must be adopted and approved as provided in *chapter 23B.11 RCW.

(5) If a domestic partnership is a party to the merger, the plan of merger must be approved as provided in RCW 25.05.375 .

*Reviser's note: Chapter 23B.11 RCW was repealed in its entirety by 2024 c 22 s 13 . For later enactment, see chapter 23B.11A RCW.