reglab/housing_qa huggingface dataset:
DC Code § 29-107.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 1 - General Provisions|Subchapter VII - Miscellaneous Provisions|§ 29-107.05. Savings clause

The repeal of a law by this title shall not affect: (1) The operation of the law or any action taken under it before its repeal; (2) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal; (3) Any violation of the law or any penalty, forfeiture, or punishment incurred because of the violation before its repeal; or (4) Any proceeding, reorganization, or dissolution commenced under the law before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-201.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter I - General Provisions|§ 29-201.01. Short title

This chapter may be cited as the “Entity Transactions Act of 2010”.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-201.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter I - General Provisions|§ 29-201.03. Relationship of chapter to other laws

(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) This chapter shall not authorize an act prohibited by, and does not affect the application or requirements of, law other than this chapter. (c) A transaction effected under this chapter shall not create or impair any right or obligation on the part of a person under a provision of the law of the District other than this chapter relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic merging, acquired, converting, or domesticating corporation unless: (1) If the corporation does not survive the transaction, the transaction satisfies any requirements of the provision; or (2) If the corporation survives the transaction, the approval of the plan is by a vote of the shareholders or directors which would be sufficient to create or impair the right or obligation directly under the provision.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-201.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter I - General Provisions|§ 29-201.04. Required notice or approval

(a) A domestic or foreign entity that is required to give notice to, or obtain the approval of, a governmental agency or District Government Official to be a party to a merger shall give the notice, or obtain the approval, to be a party to an interest exchange, conversion, or domestication. (b) Property held for a charitable purpose under the law of the District by a domestic or foreign entity immediately before a transaction under this chapter becomes effective shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred, unless, to the extent required by or pursuant to the law of the District concerning cy pres or other law dealing with nondiversion of charitable assets, the entity obtains an appropriate order of the Superior Court specifying the disposition of the property. (c) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity that is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity. A trust obligation that would govern property if transferred to the nonsurviving entity applies to property that is transferred to the surviving entity under this section.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(2), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “District Government official” for “officer” in (a); substituted “devised, or otherwise transferred” for “or devised” in (b); and added (c). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-201.05 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter I - General Provisions|§ 29-201.05. Status of filings

A filing under this chapter signed by a domestic entity shall become part of the public organic record of the entity if the entity’s organic law provides that similar filings under that law become part of the public organic record of the entity.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(3), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 twice substituted “record” for “document.” Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-201.06 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter I - General Provisions|§ 29-201.06. Nonexclusivity

The fact that a transaction under this chapter produces a certain result shall not preclude the same result from being accomplished in any other manner permitted by law other than this chapter.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-201.07 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter I - General Provisions|§ 29-201.07. Reference to external facts

A plan may refer to facts ascertainable outside of the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-201.08 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter I - General Provisions|§ 29-201.08. Alternative means of approval of transactions

Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of its interest holders shall satisfy this chapter for approval of the transaction.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
DC Code § 29-201.09 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter I - General Provisions|§ 29-201.09. Appraisal rights

(a) An interest holder of a domestic merging, acquired, converting, or domesticating entity shall be entitled to appraisal rights in connection with the transaction if the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted, or exchanged unless: (1) The organic law permits the organic rules to limit the availability of appraisal rights; and (2) The organic rules provide such limit. (b) An interest holder of a domestic merging, acquired, converting, or domesticating entity shall be entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided: (1) In the entity’s organic rules; (2) In the plan; or (3) In the case of a business corporation, by action of its governors. (c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, subchapter XI of Chapter 3 of this title shall apply to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)  Section References This section is referenced in § 29-202.06, § 29-203.06, § 29-204.06, and § 29-205.06.
DC Code § 29-202.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter II - Merger|§ 29-202.01. Merger authorized

(a) Except as otherwise provided in this section, by complying with this subchapter: (1) One or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity; and (2) Two or more foreign entities may merge into a domestic entity. (b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities a foreign entity may be a party to a merger under this subchapter or may be the surviving entity in such merger if the merger is authorized by the law of the foreign entity’s jurisdiction of formation. (c) This subchapter shall not apply to a transaction under: (1) Subchapter IX of Chapter 3 of this title; (2) Subchapter IX of Chapter 4 of this title; (3) Section 29-512; (4) Subchapter IX of Chapter 6 of this title; (5) Subchapter X of Chapter 7 of this title; (6) Subchapter IX of Chapter 8 of this title; (7) Subchapter XV of Chapter 10 of this title; (8) Section 29-1126; or (9) Subchapter VII of Chapter 12 of this title.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(4), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “formation” for “organization” in (b); and substituted “Subchapter VII” for “Subchapter XII” in (c)(9). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-202.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter II - Merger|§ 29-202.02. Plan of merger

(a) A domestic entity may become a party to a merger under this subchapter by approving a plan of merger. The plan shall be in a record and contain: (1) As to each merging entity, its name, jurisdiction of formation, and type; (2) If the surviving entity is to be created in the merger, a statement to that effect and its name, jurisdiction of formation, and type; (3) The manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing; (4) If the surviving entity exists before the merger, any proposed amendments to its public organic record or to its private organic rules that are, or are proposed to be, in a record; (5) If the surviving entity is to be created in the merger, its proposed public organic record, if any, and the full text of its private organic rules that are proposed to be in a record; (6) The other terms and conditions of the merger; and (7) Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity. (b) A plan of merger may contain any other provision not prohibited by law.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(6), 59 DCR 13171.)  Section References This section is referenced in § 29-201.02. Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “formation” for “organization” in (a)(1), (a)(2), and (a)(7); substituted “money” for “cash” in (a)(3) and substituted “record” for “document” in (a)(4) and (a)(5). Editor's Notes Section 2(b)(4)(B) of D.C. Law 19-210 purported to amend § 29-202.02(c). Because this section does not have a subsection (c), the amendment could not be implemented. Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-202.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter II - Merger|§ 29-202.03. Approval of merger

(a) A plan of merger shall not be effective unless it has been approved: (1) By a domestic merging entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of: (i) In the case of an entity that is not a business corporation, a merger; or (ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation; or (B) If its organic law or organic rules do not provide for approval of a merger described in subparagraph (A)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and (2) In a record, by each interest holder of a domestic merging entity that will have interest holder liability for debts, obligations, and other liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation: (A) The organic rules of the entity provide in a record for the approval of an merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and (B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision. (b) A merger under this chapter involving a foreign merging is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(7), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “debts, obligations, and other liabilities” for “liabilities” in (a)(2); and in (b), added “under this chapter” following “merger”, and substituted “is not effective” for “shall not be effective”, and “formation” for “organization.” Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-202.04 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter II - Merger|§ 29-202.04. Amendment or abandonment of plan of merger

(a) A plan of merger may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. A domestic merging entity may approve an amendment of a plan of merger: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) By the governors or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the merger shall be entitled to vote on or consent to any amendment of the plan that will change: (A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing, to be received by the interest holders of any party to the plan; (B) The public organic record, if any, or private organic rules of the surviving entity that will be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or (C) Any other terms or conditions of the plan, if the change would adversely affect the interest holder in any material respect. (b) After a plan of merger has been approved and before a statement of merger becomes effective, the plan may be abandoned: (1) As provided in the plan; or (2) Unless prohibited by the plan, by a domestic merging entity in the same manner as the plan was approved. (c) If a plan of merger is abandoned after a statement of merger has been delivered to the Mayor for filing and before the statement of merger becomes effective, a statement of abandonment, signed by a party to the plan, shall be delivered to the Mayor for filing before the time the statement of merger becomes effective. The statement of abandonment shall be effective upon filing by the Mayor, and the merger shall be abandoned and shall not become effective. The statement of abandonment shall contain: (1) The name of each party to the plan of merger; (2) The date on which the statement of merger was filed; and (3) A statement that the merger has been abandoned in accordance with this section.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(8), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 rewrote the section. Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-203.01 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter III - Interest Exchange|§ 29-203.01. Interest exchange authorized

(a) Except as otherwise provided in this section, by complying with this subchapter: (1) A domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing; or (2) All of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing. (b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities a foreign entity may be the acquiring or acquired entity in an interest exchange under this subchapter if the interest exchange is authorized by the law of the foreign entity’s jurisdiction of formation. (c) If a protected agreement contains a provision that applies to a merger of a domestic entity, but does not refer to an interest exchange, the provision shall apply to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after the effective date of this chapter. (d) This subchapter shall not apply to a transaction under: (1) Subchapter IX of Chapter 3 of this title; or (2) Section 29-609.05, to the extent inconsistent with that section.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(11), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “money” for “cash” in (a)(2); and substituted “formation” for “organization” in (b). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-203.02 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter III - Interest Exchange|§ 29-203.02. Plan of interest exchange

(a) A domestic entity may be the acquired entity in an interest exchange under this subchapter by approving a plan of interest exchange. The plan shall be in a record and contain: (1) The name and type of entity of the acquired entity; (2) The name, jurisdiction of formation, and type of the acquiring entity; (3) The manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing; (4) Any proposed amendments to the public organic record, if any, or private organic rules that are, or are proposed to be, in a record of the acquired entity; (5) The other terms and conditions of the interest exchange; and (6) Any other provision required by the law of the District or the organic rules of the acquired entity. (b) A plan of interest exchange may contain any other provision not prohibited by law.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(12), 59 DCR 13171.)  Section References This section is referenced in § 29-201.02. Effect of Amendments The 2013 amendment by D.C. Law 19-210 inserted “of entity” following “type” in (a)(1); substituted “formation, and type” for “organization, and type” in (a)(2); substituted “money” for “cash” in (a)(3); and substituted “record, if any” for “document” in (a)(4). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.
DC Code § 29-203.03 (2021)
2021 District of Columbia Code|Title 29 - Business Organizations. [Enacted title]|Chapter 2 - Entity Transactions|Subchapter III - Interest Exchange|§ 29-203.03. Approval of interest exchange

(a) A plan of interest exchange shall not be effective unless it has been approved: (1) By a domestic acquired entity: (A) In accordance with the requirements, if any, in its organic law and organic rules for approval of an interest exchange; (B) Except as otherwise provided in subsection (d) of this section, if its organic law or organic rules do not provide for approval of an interest exchange in accordance with the requirements, if any, in its organic law and organic rules for approval of: (i) In the case of an entity that is not a business corporation, a merger, as if the interest exchange were a merger; or (ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the interest exchange were that type of merger; or (C) If its organic law or organic rules do not provide for approval of an interest exchange or a merger described in subparagraph (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and (2) In a record, by each interest holder of a domestic acquired entity that will have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation: (A) The organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and (B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision. (b) An interest exchange involving a foreign acquired entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation. (c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity shall not be required to approve the interest exchange. (d) A provision of the organic law of a domestic acquired entity that would permit a merger between the acquired entity and the acquiring entity to be approved without the vote or consent of the interest holders of the acquired entity because of the percentage of interests in the acquired entity held by the acquiring entity shall not apply to approval of an interest exchange under subsection (a)(1)(B) of this section.  (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(13), 59 DCR 13171.)  Effect of Amendments The 2013 amendment by D.C. Law 19-210 substituted “formation” for “organization” in (b). Editor's Notes Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.