Ohio Code 1706.72 – Conversion to or from LLC form
(A) An entity other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an entity other than a limited liability company pursuant to sections 1706.72 to 1706.723 of the Revised Code and a written declaration of conversion if all of the following apply:
Terms Used In Ohio Code 1706.72
- 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
- Converted entity: means the entity into which a converting entity converts pursuant to sections 1706. See Ohio Code 1706.01
- Converting entity: means an entity that converts into a converted entity pursuant to sections 1706. 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
- 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.
(1) The governing statute of the entity that is not a limited liability company authorizes the conversion;
(2) The law of the jurisdiction governing the converting entity and the converted entity does not prohibit the conversion;
(3) The converting entity and the converted entity comply with their respective governing statutes and organizational documents in effecting the conversion.
(B) A written declaration of conversion shall be in a record and include all of the following:
(1) The name and form of the converting entity before conversion;
(2) The name and form of the converted entity after conversion;
(3) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration allowed under division (C) of this section.
(4) The organizational documents of the converted entity that are, or are proposed to be, in a record.
(C) In connection with a conversion, rights or securities of or interests in the converting entity may be any of the following:
(1) Exchanged for or converted into cash, property, or rights or securities of or interests in the converted 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.