D.C. Code § 31-4444 – Procedure for merger of domestic companies. | Midpage

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Code of the District of Columbia

§ 31-4444

D.C. Code § 31-4444

Procedure for merger of domestic companies.

Effective Mar 14, 1985June 19, 1934, ch. 672, ch. III, § 43; as added Mar. 14, 1985, D.C. Law 5-160, § 3(c), 32 DCR 39

(a) Two or more domestic life companies may merge into 1 company.
(b) The board of directors of each company shall, by resolution adopted by a majority vote of the members of the boards, approve a plan of merger that lists the following:
1. (1) The names of the companies proposing to merge.
2. (2) The name of the surviving company the merging companies would become.
3. (3) The terms and the conditions of the proposed merger.
4. (4) The manner and the basis of converting the shares or memberships of each merging company into:
  1. (A) Shares, memberships, or other securities of the surviving company.
  2. (B) Shares or other securities of another company.
  3. (C) Cash or property.
5. (5) Changes in the articles of incorporation of the surviving company.
6. (6) Other provisions with respect to the proposed merger as are deemed necessary or desirable.

History

June 19, 1934, ch. 672, ch. III, § 43

as added Mar. 14, 1985, D.C. Law 5-160, § 3(c), 32 DCR 39

Prior Codifications

1981 Ed., § 35-641.