District of Columbia § 29-204.03 Approval of conversion.

District of Columbia Statutes

§ 29-204.03 — Approval of conversion.

District of Columbia § 29-204.03

Title 29Business Organizations. [Enacted title]

Ch. 2Entity Transactions.

Subch. IVConversion.

This text of District of Columbia § 29-204.03 (Approval of conversion.) is published on Counsel Stack Legal Research, covering District of Columbia primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

D.C. Code § 29-204.03 (2026).

Text

(a)A plan of conversion shall not be effective unless it has been approved:

(1)By a domestic converting entity:

(A)In accordance with the requirements, if any, in its organic rules for approval of a conversion;

(B)If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

(i)In the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or

(ii)In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation as if the conversion were that type of merger; or

(C)If its organic law or organic rules do not provide for approval of a conversion or

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(a) A plan of conversion shall not be effective unless it has been approved:

(1) By a domestic converting entity:

(A) In accordance with the requirements, if any, in its organic rules for approval of a conversion;

(B) If its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of:

(i) In the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or

(ii) In the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation as if the conversion were that type of merger; or

(C) If its organic law or organic rules do not provide for approval of a conversion or a merger described in subparagraph (B)(ii) of this paragraph, by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) In a record, by each interest holder of a domestic converting entity that will have interest holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation:

(A) The organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of less than all of the interest holders; and

(B) The interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) A conversion of a foreign converting entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of formation.