Ohio Code 1706.71 – Merger authority, conditions, and conversion of ownership interests
(A) A limited liability company may merge with one or more other constituent entities pursuant to sections 1706.71 to 1706.713 of the Revised Code and to an agreement of merger if all of the following conditions are met:
Terms Used In Ohio Code 1706.71
- Another: when used to designate the owner of property which is the subject of an offense, includes not only natural persons but also every other owner of property. See Ohio Code 1.02
- Constituent entity: means an entity that is party to a merger. See Ohio Code 1706.01
- Entity: means a general partnership, limited partnership, limited liability partnership, limited liability company, association, corporation, professional corporation, professional association, nonprofit corporation, business trust, real estate investment trust, common law trust, statutory trust, cooperative association, or any similar organization that has a governing statute, in each case, whether foreign or domestic. See Ohio Code 1706.01
- Governing statute: means the law that governs an entity's internal affairs. See Ohio Code 1706.01
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Organizational documents: means any of the following:
(1) For a general partnership or foreign general partnership, its partnership agreement;
(2) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(3) For a limited liability limited partnership or foreign limited liability limited partnership, its certificate of limited partnership and partnership agreement;
(4) For a limited liability company or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;
(5) For a business or statutory trust or foreign business or statutory trust, its trust instrument, or comparable records as provided in its governing statute;
(6) For a for-profit corporation or foreign for-profit corporation, its articles of incorporation, regulations, and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute;
(7) For a nonprofit corporation or foreign nonprofit corporation, its articles of incorporation, regulations, and other agreements that are authorized by its governing statute or comparable records as provided in its governing statute;
(8) For a professional association, its articles of incorporation, regulations, and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute;
(9) For any other entity, the basic records that create the entity, determine its internal governance, and determine the relations among the persons that own it, are members of it, or govern it. See Ohio Code 1706.01
- Property: means real and personal property. See Ohio Code 1.59
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in written or paper form through an automated process. See Ohio Code 1706.01
- Statute: A law passed by a legislature.
- Surviving entity: means an entity into which one or more other entities are merged, whether the entity pre-existed the merger or was created pursuant to the merger. See Ohio Code 1706.01
(1) The governing statute of each of the other entities authorizes the merger.
(2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes.
(3) Each of the other entities complies with its governing statute in effecting the merger.
(B) An agreement of merger shall be in a record and shall include all of the following:
(1) The name and form of each constituent entity;
(2) The name and form of the surviving entity and, if the surviving entity is to be created pursuant to the merger, a statement to that effect;
(3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration as permitted under division (C) of this section;
(4) If the surviving entity is to be created pursuant to the merger, the surviving entity’s organizational documents that are proposed to be in a record;
(5) If the surviving entity is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving entity’s organizational documents that are, or are proposed to be, in a record.
(C) In connection with a merger, rights or securities of or interests in the constituent entity may be any of the following:
(1) Exchanged for or converted into cash, property, or rights or securities of or interests in the surviving entity;
(2) In addition to or in lieu of division (C)(1) of this section, exchanged for or converted into cash, property, or rights or securities of or interests in another entity;
(3) Canceled.