Current through codified legislation effective October 30, 2024
Section 29-1015.06 - Effect of merger(a) When a merger becomes effective:(1) The surviving limited cooperative association shall continue or come into existence;(2) Each constituent limited cooperative association that merges into the surviving association shall cease to exist as a separate entity;(3) All property owned by each constituent association that ceases to exist shall vest in the surviving association;(4) All debts, liabilities, and other obligations of each constituent association that ceases to exist shall continue as obligations of the surviving association;(5) An action or proceeding pending by or against any constituent association that ceases to exist may be continued as if the merger had not occurred;(6) Except as prohibited by law other than this chapter, all rights, privileges, immunities, powers, and purposes of each constituent association that ceases to exist shall vest in the surviving association;(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan shall take effect;(8) Except as otherwise provided in the plan of merger, if a merging limited cooperative association ceases to exist, the merger shall not dissolve the association for purposes of subchapter XII of this chapter;(9) If the surviving association is created by the merger, the articles of organization shall become effective; and(10) If the surviving association is not created by the merger, any amendments made by the articles of merger for the articles of organization of the surviving association shall become effective.(b) A surviving limited cooperative association that is organized under the laws of a jurisdiction other than the District consents to the jurisdiction of the Superior Court to enforce any obligation owed by a constituent limited cooperative association if, before the merger, the constituent association was subject to suit in the District on the obligation. A surviving association that is organized under the laws of a jurisdiction other than the District and not authorized to do business in the District may be served with process in the same manner and with the same consequences as in § 29-104.12.(c) A merger in which a limited cooperative and another form of entity are parties shall be governed by Chapter 2 of this title.July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720.Uniform Law: This section is based on § ,1610 of the Uniform Limited Cooperative Association Act.