(a) A domestic entity may become a party to a merger under this subchapter by approving a plan of merger. The plan shall be in a record and contain:
(1) As to each merging entity, its name, jurisdiction of formation, and type;
(2) If the surviving entity is to be created in the merger, a statement to that effect and its name, jurisdiction of formation, and type;
(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing;
(4) If the surviving entity exists before the merger, any proposed amendments to its public organic record or to its private organic rules that are, or are proposed to be, in a record;
(5) If the surviving entity is to be created in the merger, its proposed public organic record, if any, and the full text of its private organic rules that are proposed to be in a record;
(6) The other terms and conditions of the merger; and
(7) Any other provision required by the law of a merging entity’s jurisdiction of formation or the organic rules of a merging entity.
(b) A plan of merger may contain any other provision not prohibited by law.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(6), 59 DCR 13171.)
This section is referenced in § 29-201.02.
The 2013 amendment by D.C. Law 19-210 substituted “formation” for “organization” in (a)(1), (a)(2), and (a)(7); substituted “money” for “cash” in (a)(3) and substituted “record” for “document” in (a)(4) and (a)(5).
Section 2(b)(4)(B) of D.C. Law 19-210 purported to amend § 29-202.02(c). Because this section does not have a subsection (c), the amendment could not be implemented.
Application of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.