Form DBU-5, Articles of Merger and Share Exchange of Domestic Business Corporation, is the District of Columbia form that a domestic business corporation files with the Corporations Division of the Department of Licensing and Consumer Protection (DLCP) to apply for a Certificate of Merger or Share Exchange. It is one of the DC business filing forms published by the DLCP, and it is used when a corporation merges with another corporation or acquires another corporation's shares under a plan of share exchange. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the original is published by the DLCP, and filing follows the DLCP's channels.
Last updated
What is DBU-5?
DBU-5 Articles of Merger and Share Exchange of Domestic Business Corporation is the District of Columbia form a domestic business corporation uses to apply for a Certificate of Merger or Share Exchange from the DLCP Corporations Division.
The form is printed under the title Articles of Merger or Share Exchange of Domestic For-Profit Corporation, Form DBU-5, Ver. 5, September 2023. It is filed under Title 29 of the D.C. Code (Business Organizations Act), and the authority printed for a domestic business corporation is § 29–309.06.
It covers two transactions. In a merger, one or more domestic business corporations merge with one or more domestic or foreign business corporations. In a share exchange, a corporation acquires all the shares of one or more classes or series 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 these, under a plan of share exchange.
The form is a short statement in seven numbered items: the parties, any amendments to the survivor's articles or the articles of a new corporation, the effective date, how shareholders approved the plan, the foreign corporation's authorization, and two signature blocks. A filing fee applies; the amount is set in the Corporate Fee Schedule that the DLCP posts online.
Who needs to file DBU-5?
A domestic business corporation that is a party to a merger or a share exchange files Form DBU-5. The form's own description covers three situations:
- one or more domestic business corporations merging with one or more domestic or foreign business corporations;
- a domestic business corporation acquiring all the shares of one or more classes or series of shares of another domestic or foreign business corporation under a plan of share exchange;
- a merger in which the survivor's articles of incorporation are amended, or a new corporation is created (item 2 then asks for the amendments or the new corporation's articles).
A foreign corporation that takes part must have been duly authorized by the laws of its own jurisdiction (item 5), and a foreign entity submits a copy of its articles of merger accepted by the authorized officer of its jurisdiction of formation.
The form is signed by a Governor or Authorized Person, with signature blocks in items 6A and 7A. It is a filing for domestic business corporations; the form prints no other category of filer.
When to file DBU-5
The triggering event is a merger or share exchange involving a domestic business corporation. The form prints no filing deadline of its own; the timing is tied to the transaction.
Item 3 asks for the effective date, and item 4 asks how the shareholders approved the plan, so the plan of merger or share exchange and its approval status need to be settled before anyone signs. If a foreign corporation takes part, its articles of merger must already have been accepted by the authorized officer of its jurisdiction of formation, because a copy is submitted with the filing. Check the DLCP Corporations Division at (202) 442-4432 for questions about timing or processing.
Documents you need
- Statement of amendments or new articles (item 2): if the survivor's articles of incorporation are amended, or a new corporation is created by the merger, the amendments or the new corporation's articles; the form says you may attach a statement.
- Copy of the foreign entity's articles of merger (item 5): required when a foreign corporation takes part, duly accepted by the authorized officer of its jurisdiction of formation.
How to fill out DBU-5
Review the entity type and authority
The header names the entity type, Domestic Business Corporation, with authority § 29–309.06, and refers you to the online Corporate Fee Schedule for the filing fee. Confirm that your corporation is the domestic filing entity the form applies to.
List the parties in item 1
Enter the names of the parties to the merger or share exchange.
Add amendments or new articles in item 2
If the survivor's articles of incorporation are amended, or a new corporation results from the merger, enter the amendments or the new corporation's articles. The form allows you to attach a statement.
Enter the effective date
In item 3, state the effective date of the merger or share exchange.
Select 4A or 4B in item 4
Select 4A if the shareholders, and any required separate voting group, duly approved the plan. Select 4B if the plan did not require approval by the shareholders of a domestic corporation that was a party.
Address any foreign corporation in item 5
Item 5 states that the foreign corporation's participation was duly authorized under its jurisdiction's laws. A foreign entity submits a copy of its articles of merger accepted by the authorized officer of its jurisdiction of formation.
Complete the signature blocks
Enter the name of the Governor or Authorized Person in item 6 and sign in 6A. Use item 7 and 7A for the second name and signature.
Review and download the completed PDF
Check items 1 through 7 against your plan, then download or print the completed PDF from FillingPDF. File it with the required payment through the channels described under How to submit.
How to submit DBU-5
Form DBU-5 can be filed online through CorpOnline or by mail to the DLCP Corporations Division.
- Online: the form states that many corporate filings are available online. Go to https://corponline.dlcp.dc.gov and sign in with Access DC. Online filings are paid by credit card.
- By mail: send the form and the required payment to: Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300.
A filing fee applies. The form refers you to the Corporate Fee Schedule posted online by the DLCP for the current amount. Questions go to the Corporations Division at (202) 442-4432.
If a foreign entity is a party, include a copy of its articles of merger accepted by the authorized officer of its jurisdiction of formation. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Selecting neither 4A nor 4B, or both, in item 4; the form says to select one.
- Choosing 4A without the approval it describes: the shareholders, and each required separate voting group, must have approved the plan in the manner required by § 29-309.06 and the articles of incorporation.
- Leaving out the copy of the foreign entity's articles of merger, accepted by the authorized officer of its jurisdiction of formation, when a foreign corporation takes part.
- Omitting the amendments or the new corporation's articles in item 2 when the survivor's articles are amended or a new corporation is created.
- Leaving the effective date in item 3 blank.
- Signing without the printed warning in mind: the form states that anyone who makes a false statement can be punished by criminal penalties under DCOC § 22-2405.
- Mailing the form without the required payment; the form says to mail all forms and required payment together.
- Sending a paper filing to a street address instead of PO Box 712300, Philadelphia, PA 19171-2300.
Frequently asked questions
What is Form DBU-5 used for?
Form DBU-5 is the DC Corporations Division form a domestic business corporation files to apply for a Certificate of Merger or Share Exchange. It covers a merger with one or more domestic or foreign business corporations and an acquisition of another corporation's shares under a plan of share exchange.
Is Form DBU-5 a DC business license?
The form applies for a Certificate of Merger or Share Exchange from the DLCP Corporations Division, and it does not mention a business license. If you searched for a DC business license, check the DLCP for the filing that fits your situation.
Can I file Form DBU-5 online?
Yes, through CorpOnline. The form says many corporate filings are available online: go to https://corponline.dlcp.dc.gov and sign in with Access DC; online filings are paid by credit card. On FillingPDF you can fill out and download the PDF, but FillingPDF does not file it with the DLCP.
Where do I mail Form DBU-5?
Mail the form and the required payment to the Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. The Corporations Division phone number printed on the form is (202) 442-4432.
Is there a filing fee for Form DBU-5?
Yes, a filing fee applies. The form directs you to the Corporate Fee Schedule posted online by the DLCP for the current amount. Online filings are paid by credit card, and paper filings are mailed with the required payment.
What is the difference between 4A and 4B on Form DBU-5?
Item 4A says the shareholders, and any required separate voting group, duly approved the plan in the manner required by § 29-309.06 and the articles of incorporation. Item 4B says the plan did not require approval by the shareholders of a domestic corporation that was a party. Select one.
What do I attach when a foreign corporation is part of the merger?
A foreign entity submits a copy of its articles of merger duly accepted by the authorized officer of its jurisdiction of formation. Item 5 also states that the foreign corporation's participation was duly authorized under the laws of that jurisdiction.
What happens if I make a false statement on Form DBU-5?
The form warns that signing means you agree that anyone who makes a false statement can be punished by criminal penalties, including a fine and imprisonment of up to 180 days, or both, under DCOC § 22-2405.
Ready to fill out DBU-5?
Fill out DBU-5 now