Code of the District of Columbia

§ 29–809.02. Merger.

(a) A limited liability company may merge with one or more other constituent companies pursuant to this section, §§ 29-809.03 through 29-809.05, and a plan of merger, if:

(1) The governing statute of each of the other companies authorizes the merger;

(2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and

(3) Each of the other companies 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 and form of each constituent company;

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

(4) If the surviving company is to be created by the merger, the surviving company’s organizational documents that are proposed to be in a record; and

(5) If the surviving company is not to be created by the merger, any amendments to be made by the merger to the surviving company’s certificate of organization and any amendments to its operating agreement that are, or are proposed to be, in a record.

(c) A merger in which a limited liability company 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 § 1002 of the Uniform Limited Company Act (2006 Act).