Restrictions on approval of mergers and domestications.
D.C. Code § 29-809.10
in effect29-809.10. 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.)
Source: Council of the District of Columbia (code.dccouncil.gov)URL: https://code.dccouncil.gov/us/dc/council/code/sections/29-809.10Fetched: 10/21/2026