LLC Merger Approval and Filing Requirements in Washington
At a glance
| Governing law, route name, and transaction scope | Mergers of a Washington LLC are governed by Article XI of the Washington Limited Liability Company Act, chapter 25.15 RCW, at §§ 25.15.411 through 25.15.431, with the mechanics of the filing itself supplied by the Washington Uniform Business Organizations Code, chapter 23.95 RCW. § 25.15.416 states the authorization: a limited liability company may merge with one or more other constituent organizations pursuant to that section, the sections that follow it, and a plan of merger. Scope is set by three conditions that all must hold, each of which looks outward to the other side of the deal: the governing statute of each of the other organizations authorizes the merger, the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes, and each of the other organizations complies with its governing statute in effecting the merger. § 25.15.801 supplies the interpretive posture, declaring it the policy of the chapter to give maximum effect to the principle of freedom of contract and to the enforceability of LLC agreements, which is why so many of the merger defaults below yield to the agreement while a small number do not. |
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| Eligible domestic, foreign, and other-form constituents and survivors | Washington uses an open entity list, which is the single most permissive feature of its merger statute and the sharpest contrast with closed-list states. § 25.15.411 defines organization as a general partnership including a limited liability partnership, a limited partnership including a limited liability limited partnership, a limited liability company, a business trust, a corporation, or any other person having a governing statute, and the term expressly includes domestic and foreign organizations whether or not formed for profit. The trailing catchall means the statute does not have to be amended each time a new entity form appears. Foreign constituents are contemplated throughout: § 25.15.426 requires the articles to name the jurisdiction of each constituent governing statute, and § 25.15.431 addresses the case where the survivor is a foreign organization. For the filing chapter, § 23.95.105 supplies a narrower seven-item definition of entity and defines limited liability company as a domestic LLC formed under or subject to chapter 25.15 RCW or a foreign LLC. Cross-type deals therefore turn on the other entity law: a domestic limited partnership approves under RCW 25.10.781, a domestic partnership under RCW 25.05.375, and a domestic corporation under the corporate merger chapter. |
| Plan of merger contents, consideration, and survivor governing documents | § 25.15.416 requires that the plan of merger be in a record and set forth four items: the name and form of each constituent organization, the name and form of the surviving organization, the terms and conditions of the merger, and any amendments to be made by the merger to the surviving organization organizational documents. Consideration is drafted broadly. The terms and conditions must include the manner and basis of converting the interests in each constituent organization into any combination of the interests, shares, obligations, or other securities of the surviving organization or any other organization, or into cash or other property in whole or part. That language permits cash-out mergers, securities of a third organization that is not even a party, and mixed consideration. The plan may also set forth other provisions relating to the merger, so the four required items are a floor rather than a ceiling. Survivor documents are handled in two places: the plan states the amendments, and § 25.15.431 then provides that on effectiveness the organizational documents of the surviving organization are amended to the extent provided in the articles of merger. § 25.15.411 defines organizational documents form by form, including certificate of formation and LLC agreement for an LLC. |
| Member approval threshold, operating-agreement control, and other constituents' approvals | The default threshold is a majority, not unanimity. § 25.15.421 provides that a plan of merger of a constituent LLC must be approved, and that approval occurs when the plan is approved by a majority of the members and any written consents required by § 25.15.456 have been obtained. § 25.15.121 corroborates this from the other direction: it sets a majority as the general rule for actions requiring member approval, then lists thirteen actions requiring the affirmative vote of all members, and merger is not among them even though approving a plan of conversion is. Agreement control is broad. § 25.15.801 gives maximum effect to freedom of contract, § 25.15.121 lets the agreement create classes and groups with different rights, provide that any member or class does not have voting rights at all, and allow voting on a per capita, profit share, class, group, or any other basis. Each other constituent approves under its own governing statute: § 25.15.421 routes a domestic limited partnership to RCW 25.10.781, a domestic partnership to RCW 25.05.375, and a domestic corporation to the corporate merger chapter, which a reviser note records was repealed in its entirety by 2024 c 22 s 13 with a later enactment at chapter 23B.11A RCW. |
| Meeting notice, written consent, waiver, and new-personal-liability consent | Washington imposes no statutory meeting or quorum procedure for approving a merger. § 25.15.121 instead leaves it to the agreement, which may set provisions on notice of the time, place, or purpose of any meeting, waiver of notice, action by consent without a meeting, record dates, quorum requirements, and voting in person or by proxy. What the statute does require is a dissenters-rights warning and a personal-liability consent. § 25.15.476 requires that not less than ten days prior to approval of a plan of merger the LLC send written notice to all members entitled to vote that they may be entitled to assert dissenters rights, accompanied by a copy of the dissent article. The personal-liability rule is the hard gate. § 25.15.456 provides that if a member will have personal liability with respect to a surviving organization, then in addition to the ordinary approval requirement, approval must also require the execution by each such member of a separate written consent to become subject to such personal liability. § 25.15.411 defines personal liability precisely, as liability imposed solely by reason of co-owning, having an interest in, or being a member. § 25.15.018 makes this nonwaivable: an LLC agreement may not restrict that member right. |
| Merger filing contents, signers, companion filings, and filing offices | § 25.15.426 requires articles of merger executed on behalf of each constituent organization by an authorized representative, containing seven items: the name, form and governing-statute jurisdiction of each constituent; the same for the survivor; the date the merger is effective under the survivor governing statute; any amendments provided for in the plan to the organizational document that created the survivor; a statement as to each constituent that the merger was approved as required by its governing statute; the street and mailing address of the survivor principal office if the survivor is a foreign organization not registered to transact business in Washington; and any additional information required by any constituent governing statute. The surviving organization must deliver the articles to the secretary of state, which is the single filing office. § 25.15.086 adds the signature rule for a surviving domestic LLC: at least one manager, or a member if management is reserved to the members, with a foreign survivor signing through an authorized person. § 23.95.200 adds generic requirements, including that the filing state the name and capacity of each individual who executed it but need not contain a seal, attestation, acknowledgment, or verification. § 23.95.240 makes a knowingly false filing a gross misdemeanor. § 23.95.225 makes the filing duty ministerial and requires a refusal within fifteen business days. No fee amount appears in either chapter: §§ 25.15.806 and 23.95.260 set fees by rule. |
| Effective time, delayed date, plan amendment, abandonment, and correction | Under § 25.15.426, where the survivor is an LLC the merger is effective on the later of filing of the articles with the secretary of state or the time specified in the articles; where the survivor is not an LLC, the survivor governing statute controls. § 23.95.210 supplies the outer limits: a filing is effective on the date of filing at the time specified, or at a specified delayed effective date and time which may not be more than ninety days after the date of filing, and if a delayed date is specified with no time, at twelve-oh-one a.m. on that date. Amendment and abandonment are governed by § 25.15.421, which allows a constituent LLC to amend the plan or abandon the planned merger after approval and at any time before a filing is made, as provided in the plan and, except as prohibited by the plan, with the same approval as was required to approve the plan, still subject to the personal-liability consent rule. Two further retreat routes sit in the filing chapter. § 23.95.215 permits a filed record to be withdrawn before it takes effect, and on filing of the statement of withdrawal the transaction evidenced by the original record shall not take effect. § 23.95.220 permits correction of an inaccurate or defectively executed record; a statement of correction may not state a delayed effective date and relates back except as to persons who relied and were adversely affected. § 23.95.260 confirms neither withdrawal nor correction earns a refund. |
| Survivor existence, property, debts, proceedings, records, and registrations | § 25.15.431 lists nine effects. The surviving organization continues and each constituent that merges into it ceases to exist as a separate entity. Title to all real estate and other property owned by each constituent vests in the survivor without reversion or impairment, and the survivor has all liabilities of each constituent. A pending proceeding by or against a constituent may be continued as if the merger did not occur, or the survivor may be substituted. Except as prohibited by other law, all rights, privileges, immunities, powers and purposes of each disappearing constituent vest in the survivor. The plan terms take effect, and the survivor organizational documents are amended to the extent provided in the articles. Former holders of interests in a constituent LLC are entitled only to the rights provided in the plan and to their dissenters rights. § 25.15.431 also confirms that a merger does not require a disappearing LLC to wind up its affairs or distribute assets. On registration, the filing chapter has no merger-specific withdrawal route: § 23.95.530 covers voluntary withdrawal of a registered foreign entity, and § 23.95.540 covers withdrawal on dissolution or conversion, so a foreign constituent that disappears in a merger is handled through the survivor articles address and the service rules instead. |
| Appraisal or dissent, creditor protection, and foreign-survivor service | Washington grants full statutory appraisal, which distinguishes it sharply from states offering none. Article XII, §§ 25.15.466 through 25.15.521, supplies the regime. § 25.15.471 entitles a member to dissent from and obtain payment of the fair value of the member interest on consummation of a merger, except as the LLC agreement provides otherwise in writing, and bars challenges to the merger itself unless it fails procedural requirements or is fraudulent; entitlement terminates if the merger is abandoned or rescinded, a court enjoins or sets it aside, or the demand is withdrawn with consent. § 25.15.466 defines fair value as value immediately before effectuation, excluding appreciation or depreciation in anticipation of the merger unless exclusion would be inequitable, with interest at the average rate paid on the LLC principal bank loans. The clock: ten days advance notice under § 25.15.476; no vote in favor under § 25.15.481; a dissenters notice within ten days after approval setting a demand date not fewer than thirty nor more than sixty days out under § 25.15.486; demand under § 25.15.491; optional transfer restrictions under § 25.15.496; payment within thirty days under § 25.15.501; release and repeat if the merger misses sixty days under § 25.15.506; a dissenter counter-estimate under § 25.15.511; a court proceeding the LLC must commence within sixty days under § 25.15.516; and costs under § 25.15.521. A foreign survivor consents to Washington jurisdiction under § 25.15.431 and may be served under § 23.95.450. |
| Short-form and other statutory routes and special-entity boundaries | Washington has no short-form merger. The phrases short form, short-form, wholly owned, ninety percent, nonexclusive and not exclusive appear nowhere in either chapter 25.15 RCW or chapter 23.95 RCW, and the word parent does not appear in the LLC act at all, so there is no parent- subsidiary route permitting a merger without a member vote and no statutory declaration that the merger article is nonexclusive. Every merger runs through § 25.15.416 and § 25.15.421 regardless of how lopsided the ownership is. The adjacent statutory route is conversion, not a short- form merger: § 25.15.436 allows an organization other than an LLC to convert into an LLC and an LLC to convert into an organization under a separate plan of conversion, and that route carries a stricter vote, since § 25.15.121 lists approving a plan of conversion among the actions requiring all members while merger is absent from that list. § 25.15.456 applies its personal-liability consent requirement to both routes. On special entities, § 25.15.046 subjects a professional LLC to chapter 18.100 RCW and makes its members personally liable to the extent a professional liability policy, bond, or other evidence of financial responsibility of at least one million dollars would have covered the liability, so professional practices carry an extra layer. |
Washington runs LLC mergers through Article XI of the Washington Limited Liability Company Act, chapter 25.15 RCW, and borrows the filing machinery from the Washington Uniform Business Organizations Code, chapter 23.95 RCW. Three features set the state apart. The list of entities an LLC may merge with is open-ended rather than closed. The default member vote is a majority, not unanimity. And Washington grants a complete statutory dissent and fair-value remedy, where many states give LLC members none at all. What Washington does not have is a short-form parent-subsidiary merger; no such route exists anywhere in either chapter.
Requirements one by one
Where the law lives
§ 25.15.416 carries the authorization, and §§ 25.15.421 through 25.15.431 carry approval, filing and effect. § 25.15.411 supplies the definitions the article runs on. The dissent regime occupies its own article at §§ 25.15.466 through 25.15.521. Filing mechanics, effective dates, corrections and service live in chapter 23.95 RCW. § 25.15.801 sets the reading posture, declaring it the policy of the chapter to give maximum effect to the principle of freedom of contract and to the enforceability of LLC agreements, which explains why most defaults here yield to the agreement and why the few that do not are worth identifying precisely.
Who may merge with whom
§ 25.15.416 permits an LLC to merge with one or more other constituent organizations, subject to three conditions that all look outward: the governing statute of each of the other organizations authorizes the merger, the merger is not prohibited by the law of the jurisdiction that enacted any of those governing statutes, and each of the other organizations complies with its own governing statute. The breadth comes from § 25.15.411, which defines organization as a general partnership including an LLP, a limited partnership including an LLLP, an LLC, a business trust, a corporation, or any other person having a governing statute, including domestic and foreign organizations whether or not formed for profit. That trailing catchall is the operative language: Washington does not maintain a closed list that must be amended whenever a new entity form appears. § 23.95.105, which governs the filing side, is narrower, listing seven entity types.
What the plan must contain
§ 25.15.416 requires the plan to be in a record and to set forth the name and form of each constituent, the name and form of the survivor, the terms and conditions of the merger, and any amendments the merger makes to the survivor organizational documents. The consideration clause is deliberately wide: terms and conditions must include the manner and basis of converting interests in each constituent into any combination of the interests, shares, obligations or other securities of the survivor or of any other organization, or into cash or other property in whole or part. Cash-out mergers, paper of a third entity that is not itself a party, and blended consideration all fit. The plan may add other provisions, so the four items are a floor. § 25.15.411 defines organizational documents separately for each entity form.
The member vote
§ 25.15.421 sets the default at a majority of the members, and conditions approval on obtaining any written consents required by § 25.15.456. § 25.15.121 confirms the point from the other side: a majority is the general rule, and the list of actions requiring every member does not include merger, though it does include approving a plan of conversion. The LLC agreement has wide room to change this. § 25.15.121 allows classes and groups with differing rights, permits an agreement to provide that a member or class has no voting rights at all, and allows voting on a per capita, profit share, class, group or any other basis. Each other constituent approves under its own law: § 25.15.421 points a domestic limited partnership to RCW 25.10.781, a domestic partnership to RCW 25.05.375, and a domestic corporation to the corporate merger chapter, which a reviser note records was repealed in its entirety by 2024 c 22 s 13, with a later enactment at chapter 23B.11A RCW.
Notice and the personal-liability consent
There is no statutory meeting or quorum procedure; § 25.15.121 leaves notice, waiver, action by written consent, record dates, quorum and proxies to the agreement. Two things the statute does require. First, § 25.15.476 requires written notice, not less than ten days before approval, to every member entitled to vote, telling them they may be entitled to assert dissenters rights and enclosing a copy of the dissent article; members not entitled to vote get a post-approval notice instead. Second, and this is the provision most easily missed, § 25.15.456 provides that where a member will have personal liability with respect to the surviving organization, approval must additionally include that member separate written consent to become subject to that liability. § 25.15.411 defines personal liability narrowly, as liability imposed solely by reason of membership. § 25.15.018 places this beyond the agreement reach, barring any LLC agreement provision that restricts the right.
Articles of merger and where they go
§ 25.15.426 requires articles of merger executed on behalf of each constituent by an authorized representative, with seven contents: each constituent name, form and governing-statute jurisdiction; the same for the survivor; the effective date under the survivor governing statute; any organizational-document amendments from the plan; a statement for each constituent that the merger was approved as its governing statute required; the street and mailing address of the survivor principal office where the survivor is a foreign organization not registered in Washington; and anything else a constituent governing statute demands. The survivor delivers them to the secretary of state, the only filing office. § 25.15.086 supplies the signature rule for a surviving domestic LLC: at least one manager, or a member where management is reserved to members. § 23.95.200 adds that the filing must name each executing individual and their capacity but needs no seal, attestation, acknowledgment or verification. § 23.95.240 makes a knowingly false filing a gross misdemeanor. § 23.95.225 makes the secretary duty ministerial and requires any refusal within fifteen business days, with a brief written explanation and a right to petition the superior court. Neither chapter states a dollar fee: §§ 25.15.806 and 23.95.260 set fees by rule.
Effective time, backing out, and fixing mistakes
§ 25.15.426 makes the merger effective, where the survivor is an LLC, on the later of filing or the time specified in the articles; otherwise the survivor governing statute controls. § 23.95.210 caps a delayed effective date at ninety days after filing and defaults an unspecified time to twelve-oh-one a.m. Before filing, § 25.15.421 allows amendment or abandonment as the plan provides and, unless the plan forbids it, with the same approval used to adopt the plan. After filing but before effectiveness, § 23.95.215 allows a statement of withdrawal, after which the transaction evidenced by the original record shall not take effect. § 23.95.220 allows correction of an inaccurate statement, a defective execution or a defective electronic transmission; the statement of correction may not carry a delayed effective date and relates back except as to persons who relied on the uncorrected record and were adversely affected. § 23.95.260 confirms that neither withdrawal nor correction produces a refund.
What happens to the survivor
§ 25.15.431 sets out nine consequences. The survivor continues and each merging constituent ceases to exist. Property vests in the survivor without reversion or impairment. The survivor takes all liabilities of every constituent. Pending proceedings continue, with substitution available. Rights, privileges, immunities, powers and purposes vest in the survivor except as other law prohibits. Plan terms take effect and the survivor organizational documents are amended as the articles provide. Former interest holders of a constituent LLC keep only their plan rights and their dissenters rights. The section also confirms no winding up or asset distribution is triggered for a disappearing LLC. On registration, neither § 23.95.530, covering voluntary withdrawal by a registered foreign entity, nor § 23.95.540, covering withdrawal on dissolution or conversion, provides a merger-specific exit, so a vanishing foreign constituent is handled through the survivor address in the articles and the service rules instead.
Dissenters rights in full
This is where Washington diverges most from states that give LLC members nothing. § 25.15.471 entitles a member to dissent and obtain fair value on consummation of a merger, subject to a written LLC agreement providing otherwise, and confines challenges to the merger itself to procedural failures or fraud; the right terminates if the merger is abandoned or rescinded, a court enjoins or sets it aside, or the demand is withdrawn with written consent. § 25.15.466 defines fair value as value immediately before effectuation, excluding appreciation or depreciation anticipating the merger unless that would be inequitable, with interest at the average rate paid on the LLC principal bank loans. The sequence is strict. Ten days advance notice under § 25.15.476. No vote in favor, under § 25.15.481. A dissenters notice within ten days after approval, under § 25.15.486, setting a demand deadline not fewer than thirty nor more than sixty days out and supplying a demand form. Demand under § 25.15.491, which forfeits the right if missed. Optional transfer restrictions under § 25.15.496. Payment of the LLC estimate within thirty days under § 25.15.501. If the merger misses sixty days, release and restart under § 25.15.506. A dissenter counter-estimate under § 25.15.511, waived unless made within thirty days of payment. If a demand stays unsettled the LLC must petition the superior court within sixty days under § 25.15.516, or pay the amount demanded; the court may appoint appraisers. § 25.15.521 assesses costs against the LLC unless dissenters acted arbitrarily, vexatiously or in bad faith. A foreign survivor consents to Washington jurisdiction under § 25.15.431 and is served under § 23.95.450.
No short form, and the conversion boundary
The negatives are worth stating plainly because practitioners coming from Delaware or California expect otherwise. The phrases short form, short-form, wholly owned, ninety percent, nonexclusive and not exclusive appear nowhere in chapter 25.15 RCW or chapter 23.95 RCW, and the word parent appears nowhere in the LLC act. There is no parent-subsidiary merger that skips the member vote, and no provision declaring the merger article nonexclusive. Every merger runs through § 25.15.416 and § 25.15.421. The neighbouring route is conversion rather than a short-form merger: § 25.15.436 lets a non-LLC organization convert into an LLC and an LLC convert into another organization under a separate plan of conversion, and it is the stricter route, because § 25.15.121 puts approving a plan of conversion on the all-members list while merger stays off it. § 25.15.456 applies its personal-liability consent to both. For professional practices, § 25.15.046 applies chapter 18.100 RCW and makes members personally liable to the extent that a professional liability policy, bond or other evidence of financial responsibility of at least one million dollars would have covered the liability.
Statutes and sources
- Wash. Rev. Code § 25.15.411 Definitions for the merger article, including the open-ended organization list ending in any other person having a governing statute, and the narrow meaning of personal liability that triggers the separate consent requirement. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.416 The authorization, its three outward-looking conditions, and the four required plan terms with the broad consideration clause permitting cash, property, or securities of a non-party organization. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.421 Majority-of-members default, the cross-reference to the personal-liability consents, the pre-filing amendment and abandonment right, and the reviser note recording repeal of the corporate merger chapter. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.426 Seven required contents of the articles of merger, delivery by the survivor to the secretary of state as the only filing office, and the effective-time rule keyed to whether the survivor is an LLC. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.431 The nine statutory effects of a merger, the confirmation that no winding up is triggered, and the consent to Washington jurisdiction imposed on a foreign survivor. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.436 Conversion, the separate statutory route that sits alongside merger and carries its own plan and a stricter member vote. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.456 The personal-liability gate: a member who will become personally liable in the survivor must sign a separate written consent, on top of the ordinary approval. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.466 Valuation definitions for the dissent article, fixing the measurement date immediately before effectuation and tying interest to the LLC own borrowing rate. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.471 The core entitlement to dissent, subject to a contrary written LLC agreement, together with the limits on challenging the merger itself and the three events that end the right. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.476 The ten-day advance warning to voting members, which must enclose a copy of the dissent article, and the post-approval notice owed to non-voting members. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.481 The voting restriction: a member who votes for the plan forfeits the fair-value remedy. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.486 The dissenters notice due within ten days after approval, its five required contents, and the thirty-to-sixty-day window for the payment demand deadline. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.491 The payment demand: making one preserves all other membership rights until effectiveness, and missing the deadline forfeits the remedy. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.496 The optional transfer restriction the LLC may impose between demand and effectiveness. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.501 The thirty-day payment obligation running from the later of effectiveness or demand, and the five items that must accompany payment. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.506 The sixty-day stall rule requiring release of transfer restrictions and a full restart of the notice and demand procedure if the merger later closes. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.511 The dissenter counter-estimate, its three triggers, and the thirty-day waiver deadline running from the LLC payment. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.516 The judicial appraisal proceeding the LLC must start within sixty days, the venue rule, and the sanction of owing the full amount demanded if it does not. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.521 Cost allocation defaulting against the LLC, with fee shifting available where the LLC did not substantially comply or where a party litigated in bad faith. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.121 The general majority rule, the list of actions requiring every member, which includes conversion but omits merger, and the wide latitude given to the LLC agreement over classes, voting rights and meeting mechanics. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.018 The nonwaivable-provisions list, which places the personal-liability consent right beyond the reach of the LLC agreement. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.086 The execution rule for articles of merger, distinguishing a surviving domestic LLC signed by a manager or member from a foreign survivor signing through an authorized person. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.046 Professional LLCs, which take on the professional corporation regime and a financial- responsibility floor whose absence exposes members to personal liability. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.806 The fee referral, which is why no dollar amount for articles of merger appears in the LLC act itself. Accessed September 11, 2026.
- Wash. Rev. Code § 25.15.801 The construction rule favouring freedom of contract, the backdrop against which the merger defaults yield to the LLC agreement. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.105 Definitions for the filing chapter, whose seven-item entity list is narrower than the open-ended organization definition used by the merger article. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.200 Generic entity filing requirements applying to articles of merger, including the signer-identification rule and the express absence of any seal or notarisation requirement. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.210 The effective-date rules, capping a delayed effective date at ninety days after filing and supplying a default time where none is stated. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.215 Withdrawal of a filed record before effectiveness, the route for backing out of a merger between filing and a delayed effective date. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.220 Correction of a filed record on three grounds, with relation back to the original effective date except against persons who relied and were adversely affected. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.225 The ministerial filing duty, the fifteen-business-day deadline for a refusal with written reasons, and the rule that filing or refusal decides nothing about validity. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.240 Criminal exposure for a knowingly false filing and the authority affirmation made by anyone who signs as agent. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.260 Fees set by administrative rule rather than by statute, the short list of no-fee filings, and the express denial of refunds on withdrawal or correction. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.450 The service cascade running from registered agent to mail at the principal office to hand delivery and finally to the secretary of state, used to reach a foreign survivor. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.530 Voluntary withdrawal of a foreign registration, which survives as a service channel for claims arising while the entity was registered. Accessed September 11, 2026.
- Wash. Rev. Code § 23.95.540 Withdrawal on dissolution or conversion, which together with the voluntary route shows the filing chapter has no merger-specific withdrawal for a disappearing foreign constituent. Accessed September 11, 2026.
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