District of Columbia § 29-809.10 Restrictions on approval of mergers and domestications.

District of Columbia Statutes

§ 29-809.10 — Restrictions on approval of mergers and domestications.

District of Columbia § 29-809.10

Title 29Business Organizations. [Enacted title]

Ch. 8Limited Liability Companies.

Subch. IXMerger and Domestication.

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Bluebook

D.C. Code § 29-809.10 (2026).

Text

(a)If a member of a constituent or domesticating limited liability company will have personal liability with respect to a surviving or domesticated organization, approval or amendment of a plan of merger or domestication shall be ineffective without the consent of the member, unless the:

(1)Company’s operating agreement provides for approval of a merger or domestication with the consent of fewer than all the members; and

(2)Member has consented to the provision of the operating agreement.

(b)A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.

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(a) If a member of a constituent or domesticating limited liability company will have personal liability with respect to a surviving or domesticated organization, approval or amendment of a plan of merger or domestication shall be ineffective without the consent of the member, unless the:

(1) Company’s operating agreement provides for approval of a merger or domestication with the consent of fewer than all the members; and

(2) Member has consented to the provision of the operating agreement.

(b) A member does not give the consent required by subsection (a) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.