Code of the District of Columbia

§ 29–710.04. Filings required for merger; effective date.

(a) After each constituent limited partnership has approved a merger, articles of merger shall be signed on behalf of each preexisting:

(1) Domestic limited partnership, by each general partner listed in the certificate of limited partnership; and

(2) Foreign limited partnership, by an authorized representative.

(b) The articles of merger shall include:

(1) The name of each constituent limited partnership and the jurisdiction of its governing statute;

(2) The name of the surviving limited partnership, the jurisdiction of its governing statute, and, if the surviving limited partnership is created by the merger, a statement to that effect;

(3) The date the merger is effective under the governing statute of the surviving limited partnership;

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

(5) If the surviving limited partnership preexists the merger, any amendments provided for in the plan of merger to its certificate of limited partnership;

(6) A statement as to each constituent limited partnership that the merger was approved as required by the limited partnership’s governing statute;

(7) If the surviving limited partnership is a foreign limited partnership not authorized to do business in the District, the street and mailing address of an office which the Mayor may use for the purposes of § 29-710.05(b); and

(8) Any additional information required by the governing statute of any constituent limited partnership.

(c) Each constituent limited partnership shall deliver the articles of merger for filing with the Mayor.

(d) A merger shall be effective under this subchapter upon the later of:

(1) Compliance with subsection (c) of this section; or

(2) Subject to 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.)

Section References

This section is referenced in § 29-702.04, § 29-710.03, and § 29-710.05.

Editor's Notes

Uniform Law: This section is based on § 1108 of the Uniform Limited Partnership Act (2001 Act).