Form DNP-4 is the Articles of Merger or Membership Exchange form published by the Corporations Division of the District of Columbia Department of Licensing and Consumer Protection (DLCP). A domestic nonprofit corporation uses it to apply for a Certificate of Merger or Membership Exchange under Title 29 of the D.C. Code (Business Organizations Act). It records the parties, any amendments to the survivor's articles, the effective date and how the plan was approved. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the original form is published by DLCP.
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What is DNP-4?
Form DNP-4 is the D.C. Corporations Division form that a domestic nonprofit corporation uses to apply for a Certificate of Merger or Membership Exchange under Title 29 of the D.C. Code (Business Organizations Act).
The printed form is titled Articles of Merger or Membership Exchange of Domestic Non-Profit Corporation. DLCP's download listing and file name use the title "DNP-4 Articles of Merger or Membership Exchange of Domestic For-Profit Corporation", but the text of the form and its filing authority, § 29–409.06 for a domestic nonprofit corporation, concern nonprofit corporations.
The form covers two transactions:
- A merger: one or more domestic nonprofit corporations merge with one or more domestic or foreign nonprofit corporations under a plan of merger, or two or more foreign or domestic nonprofit corporations merge into a new domestic nonprofit corporation created in the merger.
- A membership exchange: a domestic nonprofit corporation acquires, under a plan of membership exchange, all the memberships of one or more classes of another domestic or foreign nonprofit corporation, or all eligible interests of one or more classes or series, in exchange for memberships, eligible interests, securities, obligations, rights, cash, other property or other consideration.
If you searched for a DC business license, note that this form does not request a license: it requests a Certificate of Merger or Membership Exchange. A filing fee applies; the form refers you to the Corporate Fee Schedule posted online.
Who needs to file DNP-4?
A domestic nonprofit corporation that is a party to a merger or a membership exchange uses Form DNP-4. The form's own wording says it is for the domestic filing entity applying for the certificate.
- Domestic nonprofit corporations merging with one or more domestic or foreign nonprofit corporations under a plan of merger.
- Two or more foreign or domestic nonprofit corporations merging into a new domestic nonprofit corporation to be created in the merger.
- A domestic nonprofit corporation acquiring memberships or eligible interests of another domestic or foreign nonprofit corporation under a plan of membership exchange.
If a foreign corporation takes part, a foreign entity must also submit a copy of its articles of merger duly accepted by the authorized officer of its jurisdiction of formation. The form is signed by the Governor or Authorized Person, whose name is entered in item 6 and who signs in item 6A.
The printed form addresses nonprofit corporations only, even though DLCP's listing title says "For-Profit".
When to file DNP-4
File Form DNP-4 once the plan of merger or membership exchange has been adopted, because item 4 of the form states the manner in which the plan was adopted. The form prints no separate filing deadline.
Item 3 asks for the effective date of the merger or membership exchange, so decide it before you complete the form. If you file by mail, send the required payment with the form; the form refers to the Corporate Fee Schedule posted online for the fee. For timing questions, call the Corporations Division at (202) 442-4432.
Documents you need
- For a foreign entity that is a party: a copy of its articles of merger duly accepted by the authorized officer of its jurisdiction of formation.
- If the survivor's or exchanging corporation's articles are amended, or a new corporation is created: the amendments or the new corporation's articles, which the form says may be attached as a statement.
- Payment of the filing fee shown in the Corporate Fee Schedule posted online, when you file by mail; online filings are paid by credit card.
How to fill out DNP-4
Confirm the form fits your entity
Form DNP-4 is for a domestic nonprofit corporation applying for a Certificate of Merger or Membership Exchange. Check that your transaction is a merger or a membership exchange under a plan.
List the parties in item 1
Enter the names of the parties to the merger or membership exchange. Indicate the survivor and the jurisdiction of each party.
Add amendments or new articles in item 2
If the survivor's or exchanging corporation's articles are amended, or a new corporation is created by 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
Write the effective date of the merger or membership exchange.
Select 4A or 4B in item 4
Select 4A if the members approved the plan, including each required separate voting group. Select 4B if the plan did not require approval by the members of a domestic nonprofit corporation party to it.
Address foreign participation in item 5
Item 5 states that a foreign corporation's participation was duly authorized under the laws of its jurisdiction. A foreign entity submits a copy of its articles of merger accepted by the authorized officer of its jurisdiction of formation.
Enter the signer's name in item 6
Write the name of the Governor or Authorized Person who will sign the form.
Sign in item 6A
The Governor or Authorized Person signs in 6A. Signing means agreeing that false statements can be punished under DCOC § 22-2405.
Review and download the completed PDF
Check every item, then download or print the completed PDF from FillingPDF. Assemble the payment and any attachments and submit them through the channels described under How to submit.
How to submit DNP-4
You can file Form DNP-4 by mail, and the form states that many corporate filings are available online through DLCP's CorpOnline site.
- By mail: Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. The form says to mail all forms and the required payment together.
- Online: go to https://corponline.dlcp.dc.gov and sign in with Access DC to proceed. Online filings are paid by credit card. The form does not say which filings can be made online, so confirm with DLCP that this one can.
- Questions: call the Corporations Division at (202) 442-4432.
A filing fee applies; the amount is in the Corporate Fee Schedule posted online by DLCP. If a foreign entity is a party, include the 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
- Treating the form as a business license application; it requests a Certificate of Merger or Membership Exchange.
- Assuming the form covers for-profit corporations because DLCP's listing title says "For-Profit"; the printed form is for domestic nonprofit corporations.
- Not indicating the survivor and the jurisdiction of each party in item 1.
- Selecting both 4A and 4B, or neither; the form says to select one.
- Omitting the amendments to the articles, or the new corporation's articles, in item 2 when they apply.
- 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 participates.
- Mailing the form without the required payment; the form says to mail all forms and required payment together to PO Box 712300.
- Signing without checking the statements: the form warns that false statements can be punished under DCOC § 22-2405.
Frequently asked questions
What is Form DNP-4 used for?
Form DNP-4 is used by a domestic nonprofit corporation to apply to the DC Corporations Division for a Certificate of Merger or Membership Exchange. It states the parties, any amendments to articles, the effective date and how the plan was adopted.
Is Form DNP-4 the same as a DC business license?
No. The form applies for a Certificate of Merger or Membership Exchange under Title 29 of the D.C. Code. It is a corporate filing handled by the DLCP Corporations Division, not a license application.
Is Form DNP-4 for for-profit or nonprofit corporations?
The printed form is for domestic nonprofit corporations, citing § 29–409.06. DLCP's download listing and file name say "For-Profit", but the form's own text and filing authority concern nonprofit corporations.
Can I file Form DNP-4 online?
The form says many corporate filings are available online through CorpOnline at https://corponline.dlcp.dc.gov, using Access DC, with payment by credit card. It does not say which filings qualify, so confirm with DLCP at (202) 442-4432 that this one can be filed there.
Where do I mail Form DNP-4?
Mail the form and the required payment to Department of Licensing and Consumer Protection, Corporations Division, PO Box 712300, Philadelphia, PA 19171-2300. The Corporations Division phone number on the form is (202) 442-4432.
Is there a filing fee for Form DNP-4?
Yes. The form refers to the Corporate Fee Schedule posted online by DLCP; check it for the current amount. Mailed filings go with the required payment, and online filings are paid by credit card.
What do I attach if a foreign corporation is a party?
A foreign entity must submit a copy of its articles of merger duly accepted by the authorized officer of its jurisdiction of formation. The form also says the foreign corporation's participation must be authorized under the laws of that jurisdiction.
What is the difference between 4A and 4B on Form DNP-4?
Item 4A says the members approved the plan, including any required separate voting group. Item 4B says the plan did not require approval by the members of a domestic nonprofit corporation that was a party. You select one.
Can I fill out Form DNP-4 on FillingPDF?
You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is an independent service and does not file the form with DLCP; you submit it by mail or through the agency's CorpOnline site.
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