D.C. Mun. Regs. tit. 17, r. 17-726

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

Rule 17-726 - ENTITY TRANSACTIONS: GOOD STANDING FOR MERGING ENTITIES

726.1

A business corporation planning an interest exchange with another business corporation shall comply with Subchapter IX (Merger and Share Exchanges) of Chapter 3 (Business Corporations) of the Act.

726.2

A general partnership planning an interest exchange with another general partnership must comply with D.C. Official Code § 29-609.05 (2011 Repl.) and, to the extent not consistent with that section, shall comply with Chapter 2 (Entity Transactions) of the Act.

726.3

An entity planning an interest exchange other than an interest exchange described in §§ 725.1 and 725.2 shall comply with Chapter 2 (Entity Transactions) of the Act.

726.4

In addition to the requirements set forth in this section:

(a) A foreign entity shall be in good standing in the state of domicile before filing its statement of merger with the Superintendent.

(b) A registered foreign entity shall be in good standing before filing its statement of merger with the Superintendent.

(c) A nonregistered foreign 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. 17-726

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.