D.C. Mun. Regs. tit. 17, r. 17-724

Current through Register Vol. 71, No. 49, December 6, 2024

Rule 17-724 - PROCEDURE AND EFFECT

724.1

The following provisions shall apply to business corporations:

(a) A business corporation that plans a merger or share exchange with one or more business corporations shall comply with Subchapter IX (Merger and Share Exchanges) of Chapter 3 (Business Corporations) of the Act.

(b) A business corporation that plans a merger with an entity other than a business corporation shall comply with Chapter 2 (Entity Transactions) of the Act.

724.2

The following provision shall apply to nonprofit corporations:

(a) A nonprofit corporation that plans a merger or membership exchange with one or more nonprofit corporations shall comply with Subchapter IX (Mergers and Membership Exchanges) of Chapter 4 (Nonprofit Corporations) of the Act.

724.3

The following provisions shall apply to professional corporations:

(a) A professional corporation that plans a merger with one or more professional corporations or limited liability companies shall comply with D.C. Official Code § 29-512 (2011 Repl.).

(b) A professional corporation that plans a merger with an entity other than a professional corporation or limited liability company shall comply with Chapter 2 (Entity Transactions) of the Act.

724.4

The following provisions shall apply to general partnerships:

(a) A general partnership that plans a merger with one or more general partnerships shall comply with Subchapter IX (Mergers and Interest Exchanges) of Chapter 6 (General Partnerships) of the Act.

(b) A general partnership that plans a merger with an entity other than a general partnership shall comply with Chapter 2 (Entity Transactions) of the Act.

724.5

The following provisions shall apply to limited partnerships:

(a) A limited partnership that plans a merger with one or more limited partnerships shall comply with Subchapter X (Merger) of Chapter 7 (Limited Partnerships) of the Act.

(b) A limited partnership plans a merger with an entity other than a limited partnership shall comply with Chapter 2 (Entity Transactions) of the Act.

724.6

The following provisions shall apply to limited liability companies:

(a) A limited liability company that plans a merger with one or more limited liability companies shall comply with Subchapter IX (Merger and Domestication) of Chapter 8 (Limited Liability Companies) of the Act.

(b) A limited liability company that plans a merger with one or more professional corporations shall comply with D.C. Official Code § 29-512 (2011 Repl.).

(c) A limited liability company that plans a merger with an entity other than a limited liability company or professional corporation shall comply with Chapter 2 (Entity Transactions) of the Act.

724.7

The following provision shall apply to general cooperative associations:

(a) A general cooperative association that plans a merger with one or more general cooperative associations shall comply with Chapter 2 (Entity Transactions) of the Act.

724.8

The following provisions shall apply to limited cooperative associations:

(a) A limited cooperative association that plans a merger with one or more limited cooperative associations shall comply with Subchapter XV (Merger) of Chapter 10 (Limited Cooperative Associations) of the Act.

(b) A limited cooperative association that plans a merger with an entity other than a limited cooperative association shall comply with Chapter 2 (Entity Transactions) of the Act.

724.9

The following provisions shall apply to unincorporated nonprofit associations:

(a) An unincorporated nonprofit association that plans a merger with one or more unincorporated nonprofit associations shall comply with D.C. Official Code § 29-1126 of Chapter 11 (Unincorporated Nonprofit Associations) of the Act.

(b) An unincorporated nonprofit association that plans a merger with an entity other than an unincorporated nonprofit association shall comply with Chapter 2 (Entity Transactions) of the Act.

724.10

The following provisions shall apply to statutory trusts:

(a) A statutory trust that plans a merger with one or more statutory trusts shall comply with Subchapter VII (Merger) of Chapter 12 (Statutory Trusts) of the Act.

(b) A statutory trust that plans a merger with an entity other than a statutory trust shall comply with Chapter 2 (Entity Transactions) of the Act.

724.11

An entity that plans a merger with one or more entities other than those described in the other provisions of this section shall comply with Chapter 2 (Entity Transactions) of the Act.

724.12

In addition to the requirements set forth in other provisions of this section:

(a) A foreign filing entity shall be in good standing in the state of domicile before filing its articles of merger or articles of share exchange.

(b) A registered foreign filing entity shall be in good standing in the state of domicile before filing its articles of merger or articles of share exchange with the Superintendent.

(c) A nonregistered foreign filing entity shall submit to the Superintendent a certificate of good standing, certificate of existence, or similar document dated within the last ninety (90) days from the Secretary of State or other authorized officer of the jurisdiction of formation.

D.C. Mun. Regs. tit. 17, r. 17-724

Final Rulemaking published at 60 DCR 13139 (September 20, 2013)

Authority: Section 2 of the District of Columbia Official Code Title 29 (Business Organizations) Enactment Act of 2009, effective July 2, 2011 (D.C. Law 18-378; D.C. Official Code § 29-101.05 (2011 Repl.)) and Mayor's Order 2011-178, dated October 25, 2011.