D.C. Code § 29-204.03: Approval of conversion.

(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.