{"data":{"id":"us-dc/d.c.-code-29-309.03","jurisdiction":"us-dc","citation":"D.C. Code § 29-309.03","heading":"Share exchange.","body":"(a)\nThrough a share exchange:\n(1)\nA domestic business corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign business corporation in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or\n(2)\nAll of the shares of one or more classes or series of shares of a domestic business corporation may be acquired by another domestic or foreign business corporation in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.\n\n(b)\nA foreign business corporation may be a party to a share exchange only if the share exchange is permitted by the laws under which the corporation is incorporated.\n\n(c)\nThe plan of share exchange shall include:\n(1)\nThe name of the acquired corporation and the name of the acquiring corporation;\n(2)\nThe terms and conditions of the share exchange;\n(3)\nThe manner and basis of exchanging shares of the acquired 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; and\n(4)\nAny other provisions required by the laws under which any party to the share exchange is incorporated or by the articles of incorporation of any party.\n\n(d)\nTerms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with § 29-301.04.\n\n(e)\nThe plan of share exchange may also include a provision that the plan may be amended by the directors or shareholders of a domestic acquired 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 issued by the corporation or to be received under the plan by the shareholders of the acquired corporation; or\n(2)\nAny of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.\n\n(f)\nThis section shall not limit the power of a domestic corporation to acquire shares of another corporation in a transaction other than a share exchange.\n\n(g)\nA share exchange or interest exchange 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/29-309.03","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"d9d9e8efc7811651b13f7f09622d1f4302b47447d936334a77d2d674cf8b7382","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-309.02","next":"us-dc/d.c.-code-29-309.04"},"notice":"GroundRules: Original legal text. Not legal advice."}