District of Columbia § 29-809.05 Effect of merger.

District of Columbia Statutes

§ 29-809.05 — Effect of merger.

District of Columbia § 29-809.05

Title 29Business Organizations. [Enacted title]

Ch. 8Limited Liability Companies.

Subch. IXMerger and Domestication.

This text of District of Columbia § 29-809.05 (Effect of merger.) 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 § 29-809.05 (2026).

Text

(a)When a merger becomes effective:

(1)The surviving company shall continue or come into existence;

(2)Each constituent company that merges into the surviving company shall cease to exist as a separate entity;

(3)All property owned by each constituent company that ceases to exist shall vest in the surviving company;

(4)All debts, obligations, or other liabilities of each constituent company that ceases to exist shall continue as debts, obligations, or other liabilities of the surviving company;

(5)An action or proceeding pending by or against any constituent company that ceases to exist may be continued as if the merger had not occurred;

(6)Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent company

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(a) When a merger becomes effective:

(1) The surviving company shall continue or come into existence;

(2) Each constituent company that merges into the surviving company shall cease to exist as a separate entity;

(3) All property owned by each constituent company that ceases to exist shall vest in the surviving company;

(4) All debts, obligations, or other liabilities of each constituent company that ceases to exist shall continue as debts, obligations, or other liabilities of the surviving company;

(5) An action or proceeding pending by or against any constituent company that ceases to exist may be continued as if the merger had not occurred;

(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent company that ceases to exist shall vest in the surviving company;

(7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and

(8) Except as otherwise agreed, if a constituent company ceases to exist, the merger shall not dissolve the limited liability company for the purposes of subchapter VII of this chapter ;

(9) If the surviving company is created by the merger, the certificate of organization shall become effective; and

(10) If the surviving company preexisted the merger, any amendments provided for in the articles of merger for its certificate or organization shall become effective.

(b) A surviving company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by a constituent company, if before the merger the constituent company was subject to suit in the District on the debt, obligation, or other liability. A surviving company that is a foreign limited liability company and not authorized to do business in the District may be served with process for the purposes of enforcing a debt, obligation, or other liability under this subsection in the same manner and with the same consequences as in § 29-104.12 .