Ohio Code 1776.75 – Effect of conversion – action to set aside
(A) Upon a conversion becoming effective, all of the following apply:
Terms Used In Ohio Code 1776.75
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Business: includes every trade, occupation, and profession. See Ohio Code 1776.01
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Entity: means any of the following:
(1) A for-profit corporation existing under the laws of this state or any other state;
(2) Any of the following organizations existing under the laws of this state, the United States, or any other state:
(a) A business trust or association;
(b) A real estate investment trust;
(c) A common law trust;
(d) An unincorporated business or for-profit organization including a general or limited partnership;
(e) A limited liability company;
(f) A nonprofit corporation. See Ohio Code 1776.01
- in writing: includes any representation of words, letters, symbols, or figures; this provision does not affect any law relating to signatures. See Ohio Code 1.59
- 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.
- Partner: means a person admitted to a partnership as a partner. See Ohio Code 1776.01
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two or more persons to carry on as co-owners a business for-profit formed under section 1776. See Ohio Code 1776.01
- Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Ohio Code 1776.01
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States, except that as used in sections 1776. See Ohio Code 1776.01
- Statement: means a statement of correction or corrected statement under section 1776. See Ohio Code 1776.01
(1) The converting entity is continued in the converted entity.
(2) The converted entity exists, and the converting entity ceases to exist.
(3) The converted entity possesses both of the following and both of the following continue in the converted entity without any further act or deed:
(a) Except to the extent limited by requirements of applicable law, both of the following:
(i) All assets and property of every description of the converting entity and every interest in the assets and property of the converting entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in the converting entity does not revert or in any way is impaired by reason of the conversion.
(ii) The rights, privileges, immunities, powers, franchises, and authority, whether of a public or a private nature, of the converting entity.
(b) All obligations belonging or due to the converting entity.
(4) All the rights of creditors of the converting entity are preserved unimpaired, and all liens upon the property of the converting entity are preserved unimpaired. A partner of a converting partnership who is not a general partner of the converted entity is not liable for any obligation incurred after the conversion except for either of the following:
(a) If the converted entity is a partnership, to the extent that a creditor of the converting partnership extends credit to the converted entity, reasonably believing that the former partner is a general partner of the converted entity;
(b) If the converted entity is not a partnership then to the extent provided in division (B) of section 1776.56 of the Revised Code, deeming for purposes of this division that a certificate of conversion constitutes a statement of dissociation under section 1776.57 of the Revised Code.
(B) If a partner of a converting partnership is not a general partner of the converted entity, unless that partner agrees otherwise in writing, the converted entity shall indemnify the partner against all present or future liabilities of the converting partnership of which the partner was a partner. Liabilities of the converting partnership, for purposes of this division, include any amount payable pursuant to section 1776.77 of the Revised Code to a partner of the converting partnership.
(C) In the case of a conversion into a foreign corporation, limited liability company, limited partnership, or limited liability partnership that is not licensed or registered to transact business in this state, if the converted entity intends to transact business in this state and the certificate of conversion is accompanied by the information described in division (B)(4) of section 1776.70 of the Revised Code, on the effective date of the conversion the converted entity is considered to have complied with the requirements for procuring a license or registration to transact business in this state as a foreign corporation, limited liability company, limited partnership, or limited liability partnership as the case may be. A copy of the certificate of conversion certified by the secretary of state constitutes the license certificate prescribed for a foreign corporation or the application for registration prescribed for a foreign limited liability company, foreign limited partnership, or foreign limited liability partnership.
(D) Any action to set aside a conversion on the grounds of noncompliance with a section of the Revised Code that is applicable to the conversion shall be forever barred unless that action is brought within ninety days after the effective date of the conversion.
(E) In the case of a converting or converted entity organized or existing under the laws of any state other than this state, this section is subject to the laws of the state under which that entity exists or in which it has property.