Ohio Code 1706.713 – Merger effect
(A) When a merger becomes effective, all of the following apply:
Terms Used In Ohio Code 1706.713
- Articles of organization: means the articles of organization described in section 1706. See Ohio Code 1706.01
- Constituent entity: means an entity that is party to a merger. See Ohio Code 1706.01
- Constituent limited liability company: means a constituent entity that is a limited liability company. 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
- Foreign limited liability company: means an entity that is all of the following:
(1) An unincorporated association;
(2) Organized under the laws of a state other than this state or under the laws of a foreign country;
(3) Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity;
(4) Not required to be registered, qualified, or organized under any statute of this state other than this chapter. 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Property: means real and personal property. See Ohio Code 1.59
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Ohio Code 1706.01
- 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 surviving entity continues or comes into existence.
(2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity.
(3) All property owned by each constituent entity, or series thereof, that ceases to exist vests in the surviving entity without reservation or impairment.
(4) All debts, obligations, or other liabilities of each constituent entity, or series thereof, that ceases to exist continue as debts, obligations, or other liabilities of the surviving entity.
(5) An action or proceeding pending by or against any constituent entity, or series thereof, that ceases to exist continues as if the merger had not occurred.
(6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent entity, or series thereof, that ceases to exist vest in the surviving entity.
(7) Except as otherwise provided in the agreement of merger, the terms and conditions of the agreement of merger take effect.
(8) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 1706.47 to 1706.475 of the Revised Code and does not dissolve a series for purposes of sections 1706.76 to 1706.7613 of the Revised Code.
(9) If the surviving entity is created pursuant to the merger:
(a) If it is a limited liability company, the articles of organization become effective;
(b) If it is an entity other than a limited liability company, the organizational document that creates the entity becomes effective.
(10) If the surviving entity existed before the merger, any amendments provided for in the certificate of merger for the organizational document that created the entity become effective.
(B) A surviving entity that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent entity, if before the merger the constituent entity was subject to suit in this state on the debt, obligation, or other liability. Service of process on a surviving entity that is a foreign entity and not authorized to transact business in this state for the purposes of enforcing a debt, obligation, or other liability may be made in the same manner and has the same consequences as provided in section 1706.09 of the Revised Code as if the surviving entity was a foreign limited liability company.