(a) Except as otherwise provided in this section, by complying with this subchapter, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities, a foreign entity may become a domestic entity of the same type in the District if the domestication is authorized by the law of the foreign entity's jurisdiction of organization.
(c) When the term "domestic entity" is used in this subchapter with reference to a foreign jurisdiction, it means an entity whose internal affairs are governed by the law of the foreign jurisdiction.
(d) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision shall apply to a domestication of the entity as if the domestication were a merger until the provision is amended after the effective date of this chapter.
(e) The following entities shall not engage in a domestication under this subchapter:
(1) A business corporation subject to subchapter VII of Chapter 3 of this title;
(2) A nonprofit corporation subject to subchapter VII of Chapter 4 of this title; or
(3) A limited liability company subject to subchapter IX of Chapter 8 of this title.
(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.
(a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan shall be in a record and contain:
(1) The name and type of the domesticating entity;
(2) The name and jurisdiction of organization of the domesticated entity;
(3) The manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing;
(4) The proposed public organic document of the domesticated entity if it is a filing entity;
(5) The full text of the private organic rules of the domesticated entity that are proposed to be in a record;
(6) The other terms and conditions of the domestication; and
(7) Any other provision required by the law of the District or the organic rules of the domesticating entity.
(b) A plan of domestication may contain any other provision not prohibited by law.
(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.
(a) A plan of domestication shall not be effective unless it has been approved:
(1) By a domestic domesticating entity:
(A) In accordance with the requirements, if any, in its organic rules for approval of a domestication;
(B) If its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of:
(i) In the case of an entity that is not a business corporation, a merger as if the domestication were a merger; or
(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation as if the domestication were that type of merger; or
(C) If its organic law or organic rules do not provide for approval of a domestication or a merger described in subparagraph (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) In a record, by each interest holder of a domestic domesticating entity that will have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation:
(A) The organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and
(B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A domestication of a foreign domesticating entity shall not be effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of 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.
(a) A plan of domestication of a domestic domesticating entity may be amended:
(1) In the same manner as the plan was approved if the plan does not provide for the manner in which it may be amended; or
(2) By the governors or interest holders of the entity in the manner provided in the plan, but an interest holder that was entitled to vote on or consent to approval of the domestication shall be entitled to vote on or consent to any amendment of the plan that will change:
(A) The amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing, to be received by any of the interest holders of the domesticating entity under the plan;
(B) The public organic document or private organic rules of the domesticated entity that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or
(C) Any other terms or conditions of the plan if the change would adversely affect the interest holder in any material respect.
(b) After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned:
(1) As provided in the plan; or
(2) Unless prohibited by the plan, in the same manner as the plan was approved.
(c) If a plan of domestication is abandoned after a statement of domestication has been filed with the Mayor and before the filing becomes effective, a statement of abandonment, signed on behalf of the entity, shall be filed with the Mayor before the time the statement of domestication becomes effective. The statement of abandonment shall be effective upon filing, and the domestication shall be abandoned and shall not become effective. The statement of abandonment shall contain:
(1) The name of the domesticating entity;
(2) The date on which the statement of domestication was filed; and
(3) A statement that the domestication has been abandoned in accordance with this section.
(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.
(a) A statement of domestication shall be signed on behalf of the domesticating entity and filed with the Mayor.
(b) A statement of domestication shall contain:
(1) The name, jurisdiction of organization, and type of the domesticating entity;
(2) The name and jurisdiction of organization of the domesticated entity;
(3) If the statement of domestication is not to be effective upon filing, the later date and time on which it will become effective, which shall not be more than 90 days after the date of filing;
(4) If the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this subchapter or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization;
(5) If the domesticated entity is a domestic filing entity, its public organic document as an attachment; and
(6) If the domesticated entity is a domestic limited liability partnership, its statement of qualification as an attachment; and
(7) If the domesticated entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the process may be served pursuant to § 29-205.06(e).
(c) In addition to the requirements of subsection (b) of this section, a statement of domestication may contain any other provision not prohibited by law.
(d) If the domesticated 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 domestication that is signed on behalf of a domesticating domestic entity and meets all of the requirements of subsection (b) of this section may be filed with the Mayor instead of a statement of domestication and, upon filing, shall have the same effect. If a plan of domestication is filed as provided in this subsection, references in this chapter to a statement of domestication shall refer to the plan of domestication filed under this subsection.
(f) A statement of domestication shall be effective upon the date and time of filing or the later date and time specified in the statement of domestication.
(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.
(a) When a domestication becomes effective:
(1) The domesticated entity shall be:
(A) Organized under and subject to the organic law of the domesticated entity; and
(B) The same entity without interruption as the domesticating entity;
(2) All property of the domesticating entity shall continue to be vested in the domesticated entity without assignment, reversion, or impairment;
(3) All liabilities of the domesticating entity shall continue as liabilities of the domesticated entity;
(4) Except as otherwise provided by law other than this chapter or the plan of domestication, all of the rights, privileges, immunities, powers, and purposes of the domesticating entity shall remain in the domesticated entity;
(5) The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;
(6) If the domesticated entity is a filing entity, its public organic document shall be effective and shall be binding on its interest holders;
(7) If the domesticated entity is a limited liability partnership, its statement of qualification shall be effective simultaneously;
(8) The private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication shall be effective and shall be binding on and enforceable by:
(A) Its interest holders; and
(B) In the case of a domesticated entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the domesticated entity's private organic rules; and
(9) The interests in the domesticating entity shall be converted to the extent and as approved in connection with the domestication, and the interest holders of the domesticating entity shall be entitled only to the rights provided to them under the plan of domestication, and to any appraisal rights they have under § 29-201.09 and the domesticating entity's organic law.
(b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication shall not give rise to any rights that an interest holder, governor, or third party would otherwise have upon a dissolution, liquidation, or winding-up of the domesticating entity.
(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the domestication becomes effective.
(d) When a domestication becomes effective:
(1) The domestication shall not discharge any interest holder liability under the organic law of a domesticating domestic entity to the extent the interest holder liability arose before the domestication became effective;
(2) A person shall not have interest holder liability under the organic law of a domestic domesticating entity for any liability that arises after the domestication becomes effective;
(3) The organic law of a domestic domesticating entity shall continue to apply to the release, collection, or discharge of any interest holder liability preserved under paragraph (1) of this subsection as if the domestication had not occurred; and
(4) A person shall have whatever rights of contribution from any other person as are provided by the organic law or organic rules of a domestic domesticating entity with respect to any interest holder liability preserved under paragraph (1) of this subsection as if the domestication had not occurred.
(e) When a domestication becomes effective, a foreign entity that is the domesticated entity may be served with process in the District for the collection and enforcement of any of its liabilities in the manner provided in § 29-104.12.
(f) If the domesticating entity is a qualified foreign entity, the certificate of registration or other foreign qualification of the domesticating entity shall be canceled when the domestication becomes effective.
(g) A domestication shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.
(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.
