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Current through October 23, 2012
(a) A statement of merger shall be signed on behalf of each merging entity and filed with the Mayor.
(b) A statement of merger shall contain:
(1) The name, jurisdiction of organization, and type of each merging entity that is not the surviving entity;
(2) The name, jurisdiction of organization, and type 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 organization;
(5) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic document 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 qualified 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 document, 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 document.
(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 filed with the Mayor instead of a statement of merger and, upon filing, 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.)
HISTORICAL AND STATUTORY NOTES
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
