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Merger and Domestication.

D.C. Code div. V, tit. 29, ch. 8, subch. IX
in effect

D.C. Code § 29-809.01 Definitions.

29-809.01. Definitions. For the purposes of this subchapter, the term: (1) “Constituent company” means a limited liability company that is a party to a merger. (2) “Domesticated company” means the company that exists after a domesticating foreign limited liability company or limited liability company effects a domestication pursuant to §§ 29-809.06 through 29-809.09. (3) “Domesticating company” means the company that effects a domestication pursuant to §§ 29-809.06 through 29-809.09. (4) “Governing statute” means the statute that governs the internal affairs of a foreign limited liability company or limited liability company. (5) “Personal liability” means liability for a debt, obligation, or other liability of a foreign limited liability company or limited liability company which is imposed on a person that co-owns, has an interest in, or is a member of the company by the: (A) Governing statute solely by reason of the person co-owning, having an interest in, or being a member of the company; or (B) Company’s certificate or articles of organization and operating agreement, or comparable records as provided in its governing statute, under a provision of the governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, obligations, or other liabilities of the company solely by reason of the person or persons co-owning, having an interest in, or being a member of the company. (6) “Surviving company” means a foreign limited liability company or limited liability company into which one or more other foreign limited liability companies or limited liability companies are merged whether the company preexisted the merger or was created by the merger. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.02 Merger.

29-809.02. Merger. (a) A limited liability company may merge with one or more other constituent companies pursuant to this section, §§ 29-809.03 through 29-809.05, and a plan of merger, if: (1) The governing statute of each of the other companies authorizes the merger; (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and (3) Each of the other companies complies with its governing statute in effecting the merger. (b) A plan of merger shall be in a record and shall include: (1) The name and form of each constituent company; (2) The name and form of the surviving company and, if the surviving company is to be created by the merger, a statement to that effect; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent company into any combination of money, interests in the surviving company, and other consideration; (4) If the surviving company is to be created by the merger, the surviving company’s organizational documents that are proposed to be in a record; and (5) If the surviving company is not to be created by the merger, any amendments to be made by the merger to the surviving company’s certificate of organization and any amendments to its operating agreement that are, or are proposed to be, in a record. (c) A merger in which a limited liability company and another form of entity are parties shall be governed by Chapter 2 of this title. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.03 Action on plan of merger by constituent company.

29-809.03. Action on plan of merger by constituent company. (a) A plan of merger shall be consented to by all the members of a constituent company. (b) Subject to any contractual rights, after a merger is approved, and at any time before articles of merger are delivered to the Mayor for filing under § 29-809.04, a constituent company may amend the plan or abandon the merger: (1) As provided in the plan; or (2) Except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.04 Filings required for merger; effective date.

29-809.04. Filings required for merger; effective date. (a) After each constituent company has approved a merger, articles of merger shall be signed on behalf of each constituent company, as provided in § 29-802.03(a). (b) Articles of merger under this section shall include: (1) The name of each constituent company and the jurisdiction of its governing statute; (2) The name of the surviving company, the jurisdiction of its governing statute, and, if the surviving company is created by the merger, a statement to that effect; (3) The date the merger is effective under the governing statute of the surviving company; (4) If the surviving company is to be created by the merger, the company’s certificate of organization; (5) If the surviving company preexists the merger, any amendments provided for in the plan of merger for its certificate of organization; (6) A statement as to each constituent company that the merger was approved as required by the company’s governing statute; (7) If the surviving company is a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § 29-809.05(b); and (8) Any additional information required by the governing statute of any constituent company. (c) Each constituent company shall deliver the articles of merger for filing with the Mayor. (d) A merger shall be effective under this chapter upon the later of: (1) Compliance with subsection (c) of this section; or (2) Subject to § 29-802.05(c) and subchapter II of Chapter 2 of this title, as specified in the articles of merger. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.05 Effect of merger.

29-809.05. Effect of merger. (a) When a merger becomes effective: (1) The surviving company shall continue or come into existence; (2) Each constituent company that merges into the surviving company shall cease to exist as a separate entity; (3) All property owned by each constituent company that ceases to exist shall vest in the surviving company; (4) All debts, obligations, or other liabilities of each constituent company that ceases to exist shall continue as debts, obligations, or other liabilities of the surviving company; (5) An action or proceeding pending by or against any constituent company that ceases to exist may be continued as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent company that ceases to exist shall vest in the surviving company; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and (8) Except as otherwise agreed, if a constituent company ceases to exist, the merger shall not dissolve the limited liability company for the purposes of subchapter VII of this chapter; (9) If the surviving company is created by the merger, the certificate of organization shall become effective; and (10) If the surviving company preexisted the merger, any amendments provided for in the articles of merger for its certificate or organization shall become effective. (b) A surviving company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by a constituent company, if before the merger the constituent company was subject to suit in the District on the debt, obligation, or other liability. A surviving company that is a foreign limited liability company and not authorized to do business in the District may be served with process for the purposes of enforcing a debt, obligation, or other liability under this subsection in the same manner and with the same consequences as in § 29-104.12. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.06 Domestication.

29-809.06. Domestication. (a) A foreign limited liability company may become a limited liability company pursuant to this section, §§ 29-809.07 through 29-809.09, and a plan of domestication, if: (1) The foreign limited liability company’s governing statute authorizes the domestication; (2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) The foreign limited liability company complies with its governing statute in effecting the domestication. (b) A limited liability company may become a foreign limited liability company pursuant to this section, §§ 29-809.07 through 29-809.09, and a plan of domestication, if: (1) The foreign limited liability company’s governing statute authorizes the domestication; (2) The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) The foreign limited liability company complies with its governing statute in effecting the domestication. (c) A plan of domestication shall be in a record and shall include: (1) The name of the domesticating company before domestication and the jurisdiction of its governing statute; (2) The name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) The terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and (4) The organizational documents of the domesticated company that are, or are proposed to be, in a record. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.07 Action on plan of domestication by domesticating limited liability company.

29-809.07. Action on plan of domestication by domesticating limited liability company. (a) A plan of domestication shall be consented to: (1) By all the members if the domesticating company is a limited liability company; and (2) As provided in the domesticating company’s governing statute, if the company is a foreign limited liability company. (b) Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are delivered to the Mayor for filing under § 29-809.08, a domesticating limited liability company may amend the plan or abandon the domestication: (1) As provided in the plan; or (2) Except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.08 Filings required for domestication; effective date.

29-809.08. Filings required for domestication; effective date. (a) After a plan of domestication is approved, a domesticating company shall deliver to the Mayor for filing articles of domestication, which shall include: (1) A statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2) The name of the domesticating company and the jurisdiction of its governing statute; (3) The name of the domesticated company and the jurisdiction of its governing statute; (4) The date the domestication is effective under the governing statute of the domesticated company; (5) If the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter; (6) If the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and (7) If the domesticated company was a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § 29-809.09(b). (b) A domestication shall be effective: (1) When the certificate of organization takes effect, if the domesticated company is a limited liability company; and (2) According to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.09 Effect of domestication.

29-809.09. Effect of domestication. (a) When a domestication takes effect: (1) The domesticated company shall be for all purposes the company that existed before the domestication; (2) All property owned by the domesticating company shall remain vested in the domesticated company; (3) All debts, obligations, or other liabilities of the domesticating company shall continue as debts, obligations, or other liabilities of the domesticated company; (4) An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company shall remain vested in the domesticated company; (6) Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication shall take effect; and (7) Except as otherwise agreed, the domestication shall not dissolve a domesticating limited liability company for the purposes of subchapter VII of this chapter. (b) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in the District on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to do business in the District may be served with process as provided in § 29-404.12 for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the Mayor under this subsection shall be made in the same manner and has the same consequences as in § 29-104.12. (c) If a limited liability company has adopted and approved a plan of domestication under § 29-809.06 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company’s certificate of organization shall be delivered to the Mayor for filing setting forth: (1) The name of the company; (2) A statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) A statement the domestication was approved as required by this chapter; and (4) The jurisdiction of formation of the domesticated foreign limited liability company. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.10 Restrictions on approval of mergers and domestications.

29-809.10. Restrictions on approval of mergers and domestications. (a) If a member of a constituent or domesticating limited liability company will have personal liability with respect to a surviving or domesticated organization, approval or amendment of a plan of merger or domestication shall be ineffective without the consent of the member, unless the: (1) Company’s operating agreement provides for approval of a merger or domestication with the consent of fewer than all the members; and (2) Member has consented to the provision of the operating agreement. (b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)

D.C. Code § 29-809.11 Subchapter not exclusive.

29-809.11. Subchapter not exclusive. This subchapter shall not preclude a limited liability company from being merged under law other than this chapter. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
Source: Council of the District of Columbia (code.dccouncil.gov)URL: https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/8/subchapters/IXFetched: 10/21/2026

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