(1) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders, if required by RCW 23B.11.030, approve a plan of merger.
(2) The plan of merger must include:
(a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(b) The terms and conditions of the merger; and
(c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or part.
(3) The plan of merger may include:
(a) Amendments to the articles of incorporation of the surviving corporation; and
(b) Other provisions relating to the merger.
(4) The terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with RCW 23B.01.200(3).
[ 2020 c 194 § 11; 1989 c 165 § 131.]