Form GN-8, Statement of Abandonment of A Plan of Merger of Domestic Filing Entity, is the District of Columbia form that a domestic filing entity uses to abandon a plan or statement of merger. It is published by the Corporations Division of the Department of Licensing and Consumer Protection (DLCP) and can be used only before the statement of merger becomes effective. On this page you can fill out the form online on FillingPDF and download or print the completed PDF; the form itself and the filing channels belong to DLCP.
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What is GN-8?
Form GN-8, Statement of Abandonment of A Plan of Merger of Domestic Filing Entity, is the District of Columbia Corporations Division form used to abandon a plan or statement of merger, by which the domestic filing entity applies for a Certificate of Abandonment.
The form is issued by the Corporations Division of the Department of Licensing and Consumer Protection (DLCP). It is filed under Title 29 of the D.C. Code (Business Organizations Act), and the authority printed on it for the Domestic Filing Entity type is § 29–202.04.
The statement is short. It asks for the name of each merging or surviving entity that is a domestic entity or a foreign filing entity (item 1) and the date on which the statement of merger was filed (item 2). Item 3 is a preprinted declaration that the merger has been abandoned in accordance with section § 29-202.04. The form then has signature blocks for the Governor or Authorized Person (items 4 and 5).
Two limits are printed on the form. It can be used only before a statement of merger becomes effective, and the statement of abandonment is effective upon filing. It does not carry out a merger: it is the opposite step, which undoes a merger that has been planned and a statement of merger already filed but not yet effective.
Who needs to file GN-8?
A domestic filing entity that has filed a statement of merger, and wants to abandon the merger before that statement becomes effective, uses Form GN-8. The form lists the entity type as Domestic Filing Entity.
Points the form itself makes:
- The form is for a plan or statement of merger that has not yet become effective. It cannot be used after the statement of merger takes effect.
- Item 1 asks for the name of each merging or surviving entity that is a domestic entity or a foreign filing entity, so every entity party to the merger is listed.
- The form is signed by the Governor or Authorized Person. It provides two name and signature blocks (items 4 and 5).
- Anyone who signs agrees that a person who makes a false statement can be punished by criminal penalties, including a fine, imprisonment up to 180 days, or both, under DCOC § 22-2405.
The form does not say who may sign on behalf of the entity beyond the title "Governor or Authorized Person".
When to file GN-8
File Form GN-8 while the statement of merger has not yet become effective. The form states that it can be used only before a statement of merger becomes effective, so the effective date of the merger sets your limit.
The statement of abandonment is effective upon filing. Item 2 asks for the date the statement of merger was filed, so have that date available when you complete the form. The form prints no other deadline and no processing time.
How to fill out GN-8
Confirm the merger is not yet effective
Use Form GN-8 only if the statement of merger has not yet become effective. The form states it cannot be used afterward.
Review the entity type and authority
The form is for a Domestic Filing Entity under § 29–202.04 of Title 29 of the D.C. Code (Business Organizations Act). Check that your entity fits before you continue.
List each entity in item 1
Enter the name of each merging or surviving entity that is a domestic entity or a foreign filing entity.
Enter the merger filing date
In item 2, enter the date on which the statement of merger was filed.
Read the abandonment statement
Item 3 is preprinted: the merger has been abandoned in accordance with section § 29-202.04. Read it, and the false-statement warning under DCOC § 22-2405, before signing.
Enter the signer names
In items 4 and 5, enter the name of the Governor or Authorized Person in each block you complete.
Sign in items 4A and 5A
Each named person signs in the matching signature block, 4A or 5A.
Review and download the completed PDF
Check every entry and the signatures, then download or print the completed PDF from FillingPDF. Assemble it with the payment and submit it through one of the channels described under How to submit.
How to submit GN-8
Form GN-8 can be filed with the DLCP Corporations Division online or by mail.
- Online: the form notes that many corporate filings are available online through the CorpOnline site at https://corponline.dlcp.dc.gov. Sign in with Access DC to proceed. 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 directs you to the Corporate Fee Schedule posted online for the amount; it is not written here. Questions can go to the Corporations Division at (202) 442-4432. FillingPDF lets you fill out and download the PDF; submission follows the channels above.
Common mistakes to avoid
- Filing Form GN-8 after the statement of merger has become effective; the form can be used only before that point.
- Leaving out any merging or surviving entity in item 1, which asks for the name of each domestic entity or foreign filing entity.
- Omitting the date the statement of merger was filed (item 2).
- Leaving the Governor or Authorized Person name or signature blocks (items 4, 4A, 5, 5A) incomplete.
- Signing without noting the false-statement warning: the form says a person who makes a false statement can face criminal penalties under DCOC § 22-2405.
- Mailing the form without the required payment; the form says to mail all forms and required payment to the Corporations Division PO box.
- Sending the form to a street address instead of PO Box 712300, Philadelphia, PA 19171-2300.
Frequently asked questions
What is Form GN-8 used for?
Form GN-8 is the DLCP Corporations Division form used to abandon a plan or statement of merger of a domestic filing entity. By filing it, the entity applies for a Certificate of Abandonment under § 29-202.04 of Title 29 of the D.C. Code.
Can I file Form GN-8 after the merger takes effect?
No. The form states it can be used only before a statement of merger becomes effective. The statement of abandonment itself is effective upon filing.
Who signs Form GN-8?
The Governor or Authorized Person signs. The form has two blocks, items 4 and 5, each with a name line and a signature line (4A and 5A). Signers agree that false statements can bring criminal penalties under DCOC § 22-2405.
Where do I mail Form GN-8?
Mail it with the required payment to 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.
Can I file Form GN-8 online in DC?
The form says many corporate filings are available online through CorpOnline at https://corponline.dlcp.dc.gov, where you sign in with Access DC and pay by credit card. Check CorpOnline to confirm this filing is offered there.
Is there a fee to file Form GN-8?
Yes, a filing fee applies. The form refers you to the Corporate Fee Schedule posted online by DLCP for the current amount. Mailed filings must include the required payment, and online filings are paid by credit card.
What information does Form GN-8 ask for?
It asks for the name of each merging or surviving entity (item 1), the date the statement of merger was filed (item 2), and the names and signatures of the Governor or Authorized Person (items 4 to 5A). Item 3 is a preprinted abandonment statement.
Can I fill out Form GN-8 on FillingPDF?
Yes. You can fill out the PDF online on FillingPDF and download or print it. FillingPDF is independent of DLCP and does not file the form; you submit it through the DLCP channels described on this page.
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