04. Filings required for merger; effective date. (a) After each constituent company has approved a merger, articles of merger shall be signed on behalf of each constituent company, as provided in § 29-802.03(a). (b) Articles of merger under this section shall include: (1) The name of each constituent company and the jurisdiction of its governing statute; (2) The name of the surviving company, the jurisdiction of its governing statute, and, if the surviving company is created by the merger, a statement to that effect; (3) The date the merger is effective under the governing statute of the surviving company; (4) If the surviving company is to be created by the merger, the company’s certificate of organization; (5) If the surviving company preexists the merger, any amendments provided for in the plan of merger for its certificate of organization; (6) A statement as to each constituent company that the merger was approved as required by the company’s governing statute; (7) If the surviving company is a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § the surviving company is a foreign limited liability company not authorized to do business in the District, the street and mailing addresses of an office that the Mayor may use for the purposes of § 29-809.05(b); and (8) Any additional information required by the governing statute of any constituent company. (c) Each constituent company shall deliver the articles of merger for filing with the Mayor. (d) A merger shall be effective under this chapter upon the later of: (1) Compliance with subsection (c) of this section; or (2) Subject to § 29-802.05(c) and subchapter II of Chapter 2 of this title, as specified in the articles of merger. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.) Section References This section is referenced in § 29-809.03. Editor's Notes Uniform Law: This section is based on § 1004 of the Uniform Limited Company Act (2006 Act).
District of Columbia Legal Code