Code of the District of Columbia

§ 29–710.02. Merger.

(a) A limited partnership may merge with one or more other domestic or foreign limited partnerships and 2 or more foreign limited partnerships may merge into a domestic limited partnership pursuant to this section, §§ 29-710.03 through 29-710.05, and a plan of merger, if:

(1) The governing statute of each of the other constituent limited partnerships authorizes the merger; and

(2) Each of the other constituent limited partnerships 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 of each constituent limited partnership;

(2) The name of the surviving limited partnership and, if the surviving limited partnership 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 limited partnership into any combination of money, interests in the surviving limited partnership, interests in any other organization, and other consideration;

(4) If the surviving limited partnership is to be created by the merger, the certificate of limited partnership and partnership agreement of the surviving limited partnership; and

(5) If the surviving limited partnership is not to be created by the merger, any amendments to be made by the merger to the certificate of limited partnership and partnership agreement of the surviving limited partnership.

(c) A merger in which a limited partnership 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.)

Editor's Notes

Uniform Law: This section is based on § 1106 of the Uniform Limited Partnership Act (2001 Act).