For the purposes of this subchapter, the term:
(1) "Constituent statutory trust" means a statutory trust that is party to a merger.
(2) "Governing law" means the law that governs the organization's internal affairs.
(3)(A) "Organization" means:
(i) A common-law trust that does not have a predominantly donative purpose;
(ii) General partnership, including a limited liability partnership;
(iii) Limited partnership, including a limited liability limited partnership;
(iv) Limited liability company;
(v) Corporation; or
(vi) Foreign statutory trust.
(B) The term "organization" shall include a domestic or foreign organization whether or not organized for profit.
(4) "Organizational documents" means the records that create an organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(5) "Surviving organization" means an organization into which one or more other organizations are merged, whether the surviving organization preexisted the merger or was created by the merger.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 701 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) A statutory trust may merge with one or more other constituent organizations pursuant to this section, §§ 29-1207.03 through 29-1207.05, and a plan of merger if:
(1) The merger is not prohibited by the governing law of any constituent organization; and
(2) Each of the other organizations complies with its governing law 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 organization;
(2) The name and form of the surviving organization and, if the surviving organization 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 or exchanging the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) If the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(5) If the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 702 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) A plan of merger shall be consented to by all trustees and all beneficial owners of a constituent statutory trust.
(b) After a merger is approved, and at any time before a filing is made under § 29-1207.04, a constituent statutory trust may amend the plan or abandon the planned merger:
(1) As provided in the plan; and
(2) Except as prohibited by the plan, with the same consent as was required to approve the plan.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 703 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of each:
(1) Constituent statutory trust, by one or more trustees or other authorized representative; and
(2) Other constituent organization, by an authorized representative.
(b) Articles of merger under this section shall include:
(1) The name and form of each constituent organization and the jurisdiction of its governing law;
(2) The name and form of the surviving organization, the jurisdiction of its governing law, and, if the surviving organization is created by the merger, a statement to that effect;
(3) If the surviving organization is to be created by the merger:
(A) If it will be a statutory trust, the trust's certificate of trust; or
(B) If it will be an organization other than a statutory trust, the organizational document that creates the organization;
(4) If the surviving organization preexisted the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(5) A statement as to each constituent organization that the merger was approved as required by the organization's governing law;
(6) If the surviving organization is a foreign organization not authorized to do business in the District, the street and mailing address of an office that the Mayor may use for the purposes of § 29-1207.05(b); and
(7) Any additional information required by the governing law of any constituent organization.
(c) The articles of merger shall be delivered to the office of the Mayor for filing.
(d) A merger shall be effective under this chapter:
(1) If the surviving organization is a statutory trust, upon the later of:
(A) Filing of the articles of merger by the Mayor; or
(B) Subject to § 29-102.03, as specified in the articles of merger; or
(2) If the surviving organization is not a statutory trust, as provided by the governing law of the surviving organization
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 704 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) When a merger becomes effective:
(1) The surviving organization shall continue or comes into existence;
(2) Each constituent organization that merges with the surviving organization shall cease to exist as a separate organization;
(3) All property owned by each constituent organization that ceases to exist shall vest in the surviving organization;
(4) All debts, obligations, and other liabilities of each constituent organization that ceases to exist, including those existing with respect to the property of a series thereof, shall continue as debts, obligations, or other liabilities of the surviving organization limited to the property thereof as provided for by the plan of merger and the governing law of the surviving organization;
(5) An action or proceeding pending by or against any constituent organization that ceases to exist shall continue as if the merger had not occurred;
(6) Except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist shall vest in the surviving organization;
(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger shall take effect;
(8) If the surviving organization is created by the merger and:
(A) If it is a statutory trust, the certificate of trust becomes effective; or
(B) If it is an organization other than a statutory trust, the organizational document that creates the organization shall become effective; and
(9) If the surviving organization preexisted the merger, any amendment provided for in the articles of merger for the organizational document that created the organization shall become effective.
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of the District to enforce any debt, obligation, or other liability owed by a constituent organization if, before the merger, the constituent organization was subject to suit in the District on the obligation. A surviving organization that is a foreign organization not authorized to do business in the District may be served in accordance with § 29-104.12.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 705 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
This chapter shall not preclude an organization from being merged under law other than this chapter.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 706 of the Uniform Statutory Trust Entity Act . See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
