{"data":{"id":"us-dc/d.c.-code-29-809.05","jurisdiction":"us-dc","citation":"D.C. Code § 29-809.05","heading":"Effect of merger.","body":"(a)\nWhen a merger becomes effective:\n(1)\nThe surviving company shall continue or come into existence;\n(2)\nEach constituent company that merges into the surviving company shall cease to exist as a separate entity;\n(3)\nAll property owned by each constituent company that ceases to exist shall vest in the surviving company;\n(4)\nAll debts, obligations, or other liabilities of each constituent company that ceases to exist shall continue as debts, obligations, or other liabilities of the surviving company;\n(5)\nAn action or proceeding pending by or against any constituent company that ceases to exist may be continued as if the merger had not occurred;\n(6)\nExcept as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent company that ceases to exist shall vest in the surviving company;\n(7)\nExcept as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and\n(8)\nExcept as otherwise agreed, if a constituent company ceases to exist, the merger shall not dissolve the limited liability company for the purposes of subchapter VII of this chapter;\n(9)\nIf the surviving company is created by the merger, the certificate of organization shall become effective; and\n(10)\nIf the surviving company preexisted the merger, any amendments provided for in the articles of merger for its certificate or organization shall become effective.\n\n(b)\nA surviving company that is a foreign limited liability company consents to the jurisdiction of the Superior Court to enforce any debt, obligation, or other liability owed by a constituent company, if before the merger the constituent company was subject to suit in the District on the debt, obligation, or other liability. A surviving company that is a foreign limited liability company and not authorized to do business in the District may be served with process for the purposes of enforcing a debt, obligation, or other liability under this subsection in the same manner and with the same consequences as in § 29-104.12.","path":["Title 29. Business Organizations. [Enacted title]","Chapter 8. Limited Liability Companies.","Subchapter IX. Merger and Domestication."],"source_url":"https://code.dccouncil.gov/us/dc/council/code/sections/29-809.05","current_through":"2026-08-20 (D.C. Law 26-175)","vintage":"","retrieved_at":"2026-08-29T05:44:07Z","sha256":"98db8a335b971d1f88bbb68ee10deaadd6034d2744fc3fe95635482db1509b1b","source_id":"us-dc","stale":false,"prev":"us-dc/d.c.-code-29-809.04","next":"us-dc/d.c.-code-29-809.06"},"notice":"GroundRules: Original legal text. Not legal advice."}