09. Effect of domestication. (a) When a domestication takes effect: (1) The domesticated company shall be for all purposes the company that existed before the domestication; (2) All property owned by the domesticating company shall remain vested in the domesticated company; (3) All debts, obligations, or other liabilities of the domesticating company shall continue as debts, obligations, or other liabilities of the domesticated company; (4) An action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company shall remain vested in the domesticated company; (6) Except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication shall take effect; and (7) Except as otherwise agreed, the domestication shall not dissolve a domesticating limited liability company for the purposes of subchapter VII of this chapter. (b) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce bility company for the purposes of subchapter VII of this chapter. (b) A domesticated company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by the domesticating company, if, before the domestication, the domesticating company was subject to suit in the District on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to do business in the District may be served with process as provided in § 29-404.12 for purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the Mayor under this subsection shall be made in the same manner and has the same consequences as in § 29-104.12. (c) If a limited liability company has adopted and approved a plan of domestication under § 29-809.06 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company’s certificate of organization shall be delivered to the Mayor for filing setting forth: (1) The name of the company; (2) A statement that the certificate of organization is being surrendered company’s certificate of organization shall be delivered to the Mayor for filing setting forth: (1) The name of the company; (2) A statement that the certificate of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) A statement the domestication was approved as required by this chapter; and (4) The jurisdiction of formation of the domesticated foreign limited liability company. (July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.) Section References This section is referenced in § 29-809.08. Editor's Notes Uniform Law: This section is based on § 1013 of the Uniform Limited Company Act (2006 Act).
District of Columbia Legal Code