{"data":{"id":"us-dc/d.c.-code-29-309.02","jurisdiction":"us-dc","citation":"D.C. Code § 29-309.02","heading":"Merger.","body":"(a)\nOne or more domestic business corporations may merge with one or more domestic or foreign business corporations pursuant to a plan of merger, or 2 or more foreign business corporations or domestic may merge into a new domestic business corporation to be created in the merger, in the manner provided in this subchapter.\n\n(b)\nA foreign business may be a party to a merger with a domestic business corporation, or may be the survivor in such a merger, if the merger is permitted by the jurisdiction of the foreign business corporation is incorporated.\n\n(c)\nIf the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this subchapter and subchapter XI of this chapter. For the purposes of applying this subchapter and subchapter XI of this chapter:\n(1)\nThe eligible entity, its members or interest holders, eligible interests and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and\n(2)\nIf the activities and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group shall be deemed to be the board of directors.\n\n(d)\nThe plan of merger shall include:\n(1)\nThe name of each domestic or foreign business corporation that will merge and the name of the domestic or foreign business corporation that will be the survivor of the merger;\n(2)\nThe terms and conditions of the merger;\n(3)\nThe manner and basis of converting the shares of each merging domestic or foreign business corporation into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property, or any combination of the foregoing;\n(4)\nThe articles of incorporation of any domestic or foreign business corporation to be created by the merger, or if a new domestic or foreign business corporation is not to be created by the merger, any amendments to the survivor’s articles of incorporation; and\n(5)\nAny other provisions required by the laws under which any party to the merger is incorporated, or by the articles of incorporation of any such party.\n\n(e)\nTerms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with § 29-301.04.\n\n(f)\nThe plan of merger may also include a provision that the plan may be amended by the directors or shareholders of a domestic business corporation; provided, that the shareholders that were entitled to vote on the plan shall be entitled to vote on any amendment of the plan that will change:\n(1)\nThe amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property to be received under the plan by the shareholders of any party to the merger;\n(2)\nThe articles of incorporation of any corporation that will survive or be created as a result of the merger, except for changes permitted by § 29-308.05; or\n(3)\nAny of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.\n\n(g)\nA merger in which a business corporation and another form of entity are parties shall be governed by Chapter 2 of this title.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 3. Business Corporations.","Subchapter IX. Merger and Share Exchanges."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-309.02","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"c1428d7f6c488a03688b84bfdf0d4a81a80d363f57b484772a5ba91785585a23","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-309.01","next":"us-dc/d.c.-code-29-309.03"},"notice":"GroundRules: Original legal text. Not legal advice."}