For the purposes of this subchapter, the term:
(1) "General partner" means a partner in a partnership and a general partner in a limited partnership.
(2) "Limited partner" means a limited partner in a limited partnership.
(3) "Limited partnership" means a limited partnership created under Chapter 2 of this title, predecessor law, or comparable law of another jurisdiction.
(4) "Partner" includes both a general partner and a limited partner.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
1981 Ed., § 41-159.1.
2001 Ed., § 33-109.01.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 901 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, a partnership may be merged with one or more partnerships.
(b) The plan of merger shall set forth:
(1) The name of each partnership that is a party to the merger;
(2) The name of the surviving partnership into which the other partnerships will merge;
(3) The terms and conditions of the merger;
(4) The manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving partnership, or into money or other property in whole or part; and
(5) The street address of the surviving partnership's principal office.
(c) The plan of merger shall be approved by all of the partners, or a number or percentage specified for merger in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger shall be effective on the later of:
(1) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(2) Any effective date specified in the plan of merger.
(f) A merger in which a partnership 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.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
1981 Ed., § 41-159.5.
2001 Ed., § 33-109.05.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 905 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) When a merger takes effect:
(1) The separate existence of every partnership that is a party to the merger, other than the surviving partnership, shall cease;
(2) All property owned by each of the merged partnerships vests in the surviving partnership;
(3) All obligations of every partnership that is a party to the merger shall be the obligations of the surviving partnership;
(4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving partnership may be substituted as a party to the action or proceeding; and
(5) If the plan of merger provides for a person to become a partner in a surviving domestic partnership, the person becomes a partner without the need for the consent that would otherwise be required by § 29-604.01(i).
(b) Service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger may be served pursuant to § 29-104.12.
(c) A partner of the surviving partnership shall be liable for:
(1) All obligations of a party to the merger for which the partner was personally liable before the merger;
(2) All other obligations of the surviving partnership incurred before the merger by a party to the merger, but those obligations shall be satisfied only out of property of the partnership; and
(3) Except as otherwise provided in § 29-603.06, all obligations of the surviving partnership incurred after the merger takes effect.
(d) Except as otherwise provided in § 29-603.06, if the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving partnership, in the manner provided in § 29-608.07 as if the merged party were dissolved.
(e) A partner of a party to a merger who is not a partner of the surviving partnership shall be dissociated from the partnership of which that partner was a partner, as of the date the merger takes effect. A surviving domestic partnership shall be bound under § 29-607.02 by an act of a general partner dissociated under this subsection, and the partner shall be liable under § 29-607.03 for transactions entered into by the surviving partnership after the merger takes effect.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
1981 Ed., § 41-159.6.
2001 Ed., § 33-109.06.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 906 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) After a merger, the surviving partnership may file a statement that the parties to the merger have merged into the surviving partnership.
(b) A statement of merger shall contain:
(1) The name of each partnership that is a party to the merger;
(2) The name of the surviving partnership into which the other partnerships were merged; and
(3) The street address of the surviving partnership's principal office and of an office in the District, if any.
(c) Except as otherwise provided in subsection (d) of this section, for the purposes of § 29-603.02, property of the surviving partnership that before the merger was held in the name of another party to the merger shall be property held in the name of the surviving partnership upon filing a statement of merger.
(d) For the purposes of § 29-603.02, real property of the surviving partnership that before the merger was held in the name of another party to the merger shall be property held in the name of the surviving partnership upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to § 29-601.05(c), stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving partnership, but not containing all of the other information required by subsection (b) of this section, shall operate with respect to the partnerships named to the extent provided in subsections (c) and (d) of this section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
1981 Ed., § 41-159.7.
2001 Ed., § 33-109.07.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 907 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
(a) One or more domestic or foreign partnerships may adopt a plan of interest exchange by which a domestic or foreign partnership acquires all of the outstanding partnership interests of one or more domestic partnerships in exchange for cash or securities of the acquiring domestic or foreign partnership, if:
(1) Each domestic or foreign partnership, the partnership interests of which are to be acquired under the plan of exchange, approves the plan of exchange in the manner prescribed in its partnership agreement; and
(2) Each acquiring domestic or foreign partnership takes all action that may be required by the laws of the state under which it was formed and as required by its partnership agreement in order to effect the exchange.
(b) A statement of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the Mayor in accordance with § 29-102.03(a). When an interest exchange takes effect as provided in the plan of exchange:
(1) The partnership interest of each domestic partnership that is to be acquired under the plan of exchange shall be considered exchanged as provided in the plan of exchange;
(2) The former holders of the partnership interests exchanged under the plan of exchange shall be entitled only to the exchange rights provided in the plan of exchange; and
(3) The acquiring domestic or foreign partnership shall be entitled to all rights, title, and interest with respect to the partnership interests so acquired and exchanged, subject to the provisions in the plan of exchange.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
1981 Ed., § 41-159.8.
2001 Ed., § 33-109.08.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
This subchapter shall not be exclusive. Partnerships may merge or engage in interest exchanges in any other manner provided or permitted by law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.)
HISTORICAL AND STATUTORY NOTES
Prior Codifications
1981 Ed., § 41-159.9.
2001 Ed., § 33-109.09.
Legislative History of Laws
For history of Law 18-378, see notes under § 29-101.01.
Uniform Law
This section is based on § 909 of the Uniform Partnership Act (1997 Act). See Vol. 6, Part I , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
