Section 35-5 Merger and Plan of Share Exchange
35-5.01 Merger.
(a) One or more corporations may merge into another corporation if the Board of Directors of each
corporation adopts and its shareholders, if required by Section 35-5.03 of this Code, approve a
plan of merger.
(b) The plan of merger must set forth:
(1) The name of each corporation planning to merge and the name of the surviving
corporation into which each other corporation plans to merge;
(2) The terms and conditions of the merger; and
(3) 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.
(c) The plan of merger may set forth:
(1) Amendments to the Articles of Incorporation of the surviving corporation; and
(2) Other provisions relating to the merger.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-5.02 Share Exchange.
(a) A corporation may acquire all of the outstanding shares of 1 or more classes or series of another
corporation if the Board of Directors of each corporation adopts and its shareholders, if required
by Section 35-5.03 of this Code, approve the exchange.
(b) The plan of exchange must set forth:
(1) The name of the corporation whose shares will be acquired and the name of the
acquiring corporation;
(2) The terms and conditions of the exchange;
(3) The manner and basis of exchanging the shares to be acquired for shares, obligations,
or other securities of the acquiring or any other corporation or for cash or other property
in whole or part.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) This section does not limit the power of a corporation to acquire all or part of the shares of 1 or
more classes or series of another corporation through a voluntary exchange or otherwise.
Legislative History-Enacted, 5/19/03, Resolu. 2003-337; Readopted 8/01/06, Resolu. 2006-524.
35-5.03 Action On Plan of Merger or Share Exchange.
(a) After adopting a plan of merger or share exchange, the Board of Directors of each corporation
party to the merger, and the Board of Directors of the corporation whose shares will be acquired
in the share exchange, shall submit the plan of merger, except as provided in subsection (f) of
this section, or share exchange for approval by its shareholders.
(b) For a plan of merger or share exchange to be approved:
(1) The Board of Directors must recommend the plan of merger or share exchange to the
shareholders, unless the Board of Directors determines that because of conflict of
interest or other special circumstances it should make no recommendation and
communicates the basis for its determination to the shareholders with the plan; and
(2) The shareholders entitled to vote must approve the plan.
(c) The Board of Directors may condition its submission of the proposed merger or share exchange
on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed
shareholders’ meeting in accordance with Section 35-3.09 of this Code.
(e) The notice also must state that the purpose, or 1 of the purposes, of the meeting is to consider
the plan of merger or share exchange and contain or be accompanied by a copy or summary of
the plan.
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Revised Spokane Law & Order Code, 5/14/2013