(a) Except as otherwise provided in this section, by complying with this subchapter, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction if the domestication is authorized by the law of the foreign jurisdiction.
(b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities, a foreign entity may become a domestic entity of the same type in the District if the domestication is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision shall apply to a domestication of the entity as if the domestication were a merger until the provision is amended after the effective date of this chapter.
(d) This subchapter does not apply to the domestication of the following entities:
(1) A business corporation subject to subchapter VII of Chapter 3 of this title;
(2) A nonprofit corporation subject to subchapter VII of Chapter 4 of this title; or
(3) A limited liability company subject to subchapter IX of Chapter 8 of this title.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(23), 59 DCR 13171.)
Effect of AmendmentsThe 2013 amendment by D.C. Law 19-210 substituted “formation” for “organization” in (b); repealed former (c), which read: “When the term ”domestic entity’ is used in this subchapter with reference to a foreign jurisdiction, it means an entity whose internal affairs are governed by the law of the foreign jurisdiction.”; redesignated former (d) and (e) as present (c) and (d), respectively; and substituted “This subchapter does not apply to the domestication of the following entities” for “The following entities shall not engage in a domestication under this subchapter” in the introductory language of (d).
Editor's NotesApplication of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.