(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 § 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.
CREDIT(S)
(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.
Uniform Law:
This section is based on § 1004 of the Uniform Limited Company Act (2006 Act). See Vol. 6B , Uniform Laws Annotated, Master Edition or ULA Database on Westlaw.
