Washington Corporation Merger Agreement and Approval Packet

WASHINGTON CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Washington domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or other-entity constituents, short-form or tender-offer mergers, holding-company reorganizations, regulated entities, public-company structures, conversions, insolvency, and contested control.

Current-chapter gate. Former Chapter 23B.11 merger provisions were repealed. The current merger spine is Chapter 23B.11A. Do not cite repealed RCW 23B.11.010 through 23B.11.090 as current authority.

1. Transaction Classification

☐ Reconcile articles, bylaws, stock ledgers, voting agreements, equity awards, and board records.

☐ Inventory debt, liens, contracts, permits, employees, benefits, taxes, litigation, property, intellectual property, data, insurance, and foreign qualifications.

☐ Identify every consent and approval outside the Washington Business Corporation Act.

2. Negotiated Transaction Agreement

This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the Plan and all required approvals, Merger Sub will merge into Target and Target will survive.

Schedule 2 states capitalization, share conversion, consideration, fractional interests, withholding, exchange mechanics, and equity-award treatment.

Schedules 3 through 5 contain selected representations, disclosure schedules, interim covenants, closing conditions, termination, expenses, remedies, and risk allocation. A contractual waiver cannot replace mandatory approval, dissent procedure, or filing.

3. Exhibit A — Plan of Merger

RCW 23B.11A.020 requires each party's name, jurisdiction, and entity type; the survivor; share-conversion or cancellation mechanics; and any other required terms. The Plan may amend or restate survivor articles.

PLAN OF MERGER

1. Parties and survivor. [TARGET] and [MERGER SUB] are Washington business corporations. [TARGET] will survive.

2. Jurisdiction and entity type. [________________________________]

3. Terms and conditions. [________________________________]

4. Share treatment.

5. Survivor articles and bylaws. ☐ unchanged ☐ amended or restated as Attachment A.

6. Amendment / abandonment. [Apply RCW 23B.11A.020(7) and the Plan's consent rules.]

7. Effective time. [________________________________]

4. Approval Record

Each board first approves the Plan and generally recommends shareholder approval. Meeting notice goes to every shareholder, voting or nonvoting, states that the meeting will consider the Plan, and contains the Plan or a summary of material terms, consideration, and the relevant survivor organic documents.

Formation-date vote split

• For a corporation formed before August 1, 2024, the default is two-thirds of all votes entitled to be cast by the general voting group and two-thirds within each separate group. Articles may set a different vote, but not below a majority of all votes entitled to be cast.
• For a corporation formed on or after August 1, 2024, the default is a majority of all votes entitled to be cast by the general voting group and each separate group, unless the articles or board require more.

RCW 23B.11A.041 supplies separate-group rules for converted or canceled classes and article-amendment groups, subject to valid articles limitations.

The survivor no-vote route requires that the corporation survive, its articles remain unchanged except permitted amendments, and every pre-merger shareholder hold the same number of shares with identical preferences, rights, and limitations. The current rule does not add a generic 20% issuance ceiling.

5. Dissent Workflow

Classify each holder under current RCW 23B.13.020. A merger can create rights when shareholder approval is required or would be required but for the tender-offer route, but rights are unavailable for shares of a class or series that remain outstanding after the merger. Specialized subsidiary-merger rules also apply.

☐ Meeting notice states that rights are or may be available and includes Chapter 23B.13 when required.

☐ Pre-vote written intent and no-favorable-vote requirements, post-effective notice, 30-to-60-day demand window, payments, supplemental demands, and court dates are calendared.

6. Articles of Merger

After approval, each merger party executes Articles of Merger under RCW 23B.11A.060 and delivers them to the Secretary of State.

Confirm current online or paper filing instructions and fees immediately before submission.

7. Closing and Post-Closing

☐ Final Plan matches the approved version and formation-date vote analysis.

☐ Articles are accepted and the effective time is independently confirmed.

☐ Consideration, dissent notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, intellectual property, data, foreign qualifications, stock ledger, and minute books are completed or updated.

8. Signatures

[TARGET]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

[MERGER SUB]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

Sources and References

• Washington Legislature — RCW Chapter 23B.11A
• Washington Legislature — RCW Chapter 23B.13
• Washington Legislature — 2025 SB 5006 session law
• Washington Secretary of State — business-entity filings and forms