2023 District of Columbia Code › Title 29 - Business Organizations. [Enacted title] › Chapter 2 - Entity Transactions › Subchapter II - Merger › § 29–202.05. Statement of merger; effective date

§ 29–202.05. Statement of merger; effective date.
(a) A statement of merger shall be signed on behalf of each merging entity and delivered to the Mayor for filing.
(b) A statement of merger shall contain:
(1) The name, jurisdiction of formation, and type of entity of each merging entity that is not the surviving entity;
(2) The name, jurisdiction of formation, and type of entity of the surviving entity;
(3) If the statement of merger is not to be effective upon filing, the later date and time on which it will become effective, which may not be more than 90 days after the date of filing;
(4) A statement that the merger was approved by each domestic merging entity, if any, in accordance with this subchapter and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of formation;
(5) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic record approved as part of the plan of merger;
(6) If the surviving entity is created by the merger and is a domestic filing entity, its public organic document as an attachment;
(7) If the surviving entity is created by the merger and is a domestic limited liability partnership, its statement of qualification as an attachment; and
(8) If the surviving entity is a foreign entity that is not a registered foreign entity, a mailing address to which process may be served pursuant to § 29-202.06(e).
(c) In addition to the requirements of subsection (b) of this section, a statement of merger may contain any other provision not prohibited by law.
(d) If the surviving entity is a domestic entity, its public organic record, if any, shall satisfy the requirements of the law of the District, except that it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic record.
(e) A plan of merger that is signed on behalf of all of the merging entities and meets all of the requirements of subsection (b) of this section may be delivered to the Mayor for filing instead of a statement of merger and, upon filing by the Mayor, shall have the same effect. If a plan of merger is filed as provided in this subsection, references in this chapter to a statement of merger refer to the plan of merger filed under this subsection.
(f) A statement of merger shall be effective upon the date and time of filing or the later date and time specified in the statement of merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(9), 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 “delivered to the Mayor for filing” for “filed with the Mayor” in (a) and (e); substituted “formation” for “organization” and “and type of entity” for “type” throughout (b); substituted “record” for “document” in (b)(5) and throughout (d); substituted “registered” for “qualified” in (b)(8); and added “by the Mayor” after “filing” in (e).
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.