SENATOR Jacobson

To amend sections 111.16, 1775.20, and 1782.433 and to

1

enact sections 1775.45 to 1745.52, 1782.241, and

2

1782.242 of the Revised Code to modify the Uniform

3

Partnership Law relative to the accounting a

4

partner must make to the partnership and mergers

5

and consolidations involving a general partnership,

6

and to modify the Limited Partnerships Law relative

7

to the standard of care owed a partnership by the

8

general partners and self-dealing by a partner.

9

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

Section 1. That sections 111.16, 1775.20, and 1782.433 be	10
amended and sections 1775.45, 1775.46, 1775.47, 1775.48, 1775.49,	11
1775.50, 1775.51, 1775.52, 1782.241, and 1782.242 of the Revised	12
Code be enacted to read as follows:	13

Sec. 111.16.  The secretary of state shall charge and	14
collect, for the benefit of the state, the following fees:	15

(A) For filing and recording articles of incorporation of a	16
domestic corporation, including designation of agent:	17

(1) Wherein the corporation shall not be authorized to issue	18
any shares of capital stock, one hundred twenty-five dollars;	19

(2) Wherein the corporation shall be authorized to issue	20
shares of capital stock, with or without par value:	21

(a) Ten cents for each share authorized up to and including	22
one thousand shares;	23

(b) Five cents for each share authorized in excess of one	24
thousand shares up to and including ten thousand shares;	25

(c) Two cents for each share authorized in excess of ten	26
thousand shares up to and including fifty thousand shares;	27

(d) One cent for each share authorized in excess of fifty	28
thousand shares up to and including one hundred thousand shares;	29

(e) One-half cent for each share authorized in excess of one	30
hundred thousand shares up to and including five hundred thousand	31
shares;	32

(f) One-quarter cent for each share authorized in excess of	33
five hundred thousand shares; provided no fee shall be less than	34
one hundred twenty-five dollars or greater than one hundred	35
thousand dollars.	36

(B) For filing and recording a certificate of amendment to	37
or amended articles of incorporation of a domestic corporation, or	38
for filing and recording a certificate of reorganization, a	39
certificate of dissolution, or an amendment to a foreign license	40
application:	41

(1) If the domestic corporation is not authorized to issue	42
any shares of capital stock, fifty dollars;	43

(2) If the domestic corporation is authorized to issue	44
shares of capital stock, fifty dollars, and in case of any	45
increase in the number of shares authorized to be issued, a	46
further sum computed in accordance with the schedule set forth in	47
division (A)(2) of this section less a credit computed in the same	48
manner for the number of shares previously authorized to be issued	49
by the corporation; provided no fee under division (B)(2) of this	50
section shall be greater than one hundred thousand dollars;	51

(3) If the foreign corporation is not authorized to issue	52
any shares of capital stock, fifty dollars;	53

(4) If the foreign corporation is authorized to issue shares	54
of capital stock, fifty dollars.	55

(C) For filing and recording articles of incorporation of a	56
savings and loan association, one hundred twenty-five dollars; and	57
for filing and recording a certificate of amendment to or amended	58
articles of incorporation of a savings and loan association,	59
fifty dollars;	60

(D) For filing and recording a certificate of merger or	61
consolidation, one hundred twenty-five dollars and, in the case	62
of any new corporation resulting from a consolidation or any	63
surviving corporation that has an increased number of shares	64
authorized to be issued resulting from a merger, an additional sum	65
computed in accordance with the schedule set forth in division	66
(A)(2) of this section less a credit computed in the same manner	67
for the number of shares previously authorized to be issued or	68
represented in this state by each of the corporations for which a	69
consolidation or merger is effected by the certificate;	70

(E) For filing and recording articles of incorporation of a	71
credit union or the American credit union guaranty association,	72
one hundred twenty-five dollars, and for filing and recording a	73
certificate of increase in capital stock or any other amendment of	74
the articles of incorporation of a credit union or the	75
association, fifty dollars;	76

(F) For filing and recording articles of organization of a	77
limited liability company, for filing and recording an application	78
to become a registered foreign limited liability company, for	79
filing and recording a registration application to become a	80
domestic limited liability partnership, or for filing and	81
recording an application to become a registered foreign limited	82
liability partnership, one hundred twenty-five dollars;	83

(G) For filing and recording a certificate of limited	84
partnership or an application for registration as a foreign	85
limited partnership, one hundred twenty-five dollars.	86

(H) For filing a copy of papers evidencing the incorporation	87
of a municipal corporation or of annexation of territory by a	88
municipal corporation, five dollars, to be paid by the municipal	89
corporation, the petitioners therefor, or their agent;	90

(I) For filing and recording any of the following:

91

(1) A license to transact business in this state by a	92
foreign corporation for profit pursuant to section 1703.04 of the	93
Revised Code or a foreign nonprofit corporation pursuant to	94
section 1703.27 of the Revised Code, one hundred twenty-five	95
dollars;	96

(2) An annual report or annual statement pursuant to section	97
1775.63 or 1785.06 of the Revised Code, twenty-five dollars;	98

(3) Except as otherwise provided in this section or any	99
other section of the Revised Code, any other certificate or paper	100
that is required to be filed and recorded or is permitted to be	101
filed and recorded by any provision of the Revised Code with the	102
secretary of state, twenty-five dollars.	103

(J) For filing any certificate or paper not required to be	104
recorded, five dollars;	105

(K)(1) For making copies of any certificate or other paper	106
filed in the office of the secretary of state, a fee not to	107
exceed one dollar per page, except as otherwise provided in the	108
Revised Code, and for creating and affixing the seal of the office	109
of the secretary of state to any good standing or other	110
certificate, five dollars. For copies of certificates or papers	111
required by state officers for official purpose, no charge shall	112
be made.	113

(2) For creating and affixing the seal of the office of the	114
secretary of state to the certificates described in division (E)	115
of section 1701.81, division (E) of section 1705.38, or division	116
(D) of section 1702.43, division (E) of section 1775.47, or	117
division (E) of section 1782.433 of the Revised Code, twenty-five	118
dollars.	119

(L) For a minister's license to solemnize marriages, ten	120
dollars;	121

(M) For examining documents to be filed at a later date for	122
the purpose of advising as to the acceptability of the proposed	123
filing, fifty dollars;	124

(N) Fifty dollars for filing and recording any of the	125
following:	126

(1) A certificate of dissolution and accompanying documents,	127
or a certificate of cancellation, under section 1701.86, 1702.47,	128
1705.43, or 1782.10 of the Revised Code;	129

(2) A notice of dissolution of a foreign licensed	130
corporation or a certificate of surrender of license by a foreign	131
licensed corporation under section 1703.17 of the Revised Code;	132

(3) The withdrawal of registration of a foreign or domestic	133
limited liability partnership under section 1775.61 or 1775.64 of	134
the Revised Code, or the certificate of cancellation of	135
registration of a foreign limited liability company under section	136
1705.57 of the Revised Code;	137

(4) The filing of a cancellation of disclaimer of general	138
partner status under Chapter 1782. of the Revised Code.	139

(O) For filing a statement of continued existence by a	140
nonprofit corporation, twenty-five dollars;	141

(P) For filing a restatement under section 1705.08 or	142
1782.09 of the Revised Code, an amendment to a certificate of	143
cancellation under section 1782.10 of the Revised Code, an	144
amendment under section 1705.08 or 1782.09 of the Revised Code, or	145
a correction under section 1705.55, 1775.61, 1775.64, or 1782.52	146
of the Revised Code, fifty dollars;	147

(Q) For filing for reinstatement of an entity cancelled by	148
operation of law, by the secretary of state, by order of the	149
department of taxation, or by order of a court, twenty-five	150
dollars;	151

(R) For filing a change of agent, resignation of agent, or	152
change of agent's address under section 1701.07, 1702.06,	153
1703.041, 1703.27, 1705.06, 1705.55, 1746.04, 1747.03, or 1782.04	154
of the Revised Code, twenty-five dollars;	155

(S) For filing and recording any of the following:

156

(1) An application for the exclusive right to use a name or	157
an application to reserve a name for future use under section	158
1701.05, 1702.05, 1703.31, 1705.05, or 1746.06 of the Revised	159
Code, fifty dollars;	160

(2) A trade name or fictitious name registration or report,	161
fifty dollars;	162

(3) An application to renew any item covered by division	163
(S)(1) or (2) of this section that is permitted to be renewed,	164
twenty-five dollars;	165

(4) An assignment of rights for use of a name covered by	166
division (S)(1), (2), or (3) of this section, the cancellation of	167
a name registration or name reservation that is so covered, or	168
notice of a change of address of the registrant of a name that is	169
so covered, twenty-five dollars.	170

(T) For filing and recording a report to operate a business	171
trust or a real estate investment trust, either foreign or	172
domestic, one hundred twenty-five dollars; and for filing and	173
recording an amendment to a report or associated trust instrument,	174
or a surrender of authority, to operate a business trust or real	175
estate investment trust, fifty dollars;	176

(U)(1) For filing and recording the registration of a	177
trademark, service mark, or mark of ownership, one hundred	178
twenty-five dollars;	179

(2) For filing and recording the change of address of a	180
registrant, the assignment of rights to a registration, a renewal	181
of a registration, or the cancellation of a registration	182
associated with a trademark, service mark, or mark of ownership,	183
twenty-five dollars.	184

Fees specified in this section may be paid by cash, check, or	185
money order, by credit cardincard in accordance with section	186
113.40 of the Revised Code, or by an alternative payment program	187
in accordance with division (B) of section 111.18 of the Revised	188
Code. Any credit card number or the expiration date of any credit	189
card is not subject to disclosure under Chapter 149. of the	190
Revised Code.	191

Sec. 1775.20.  (A) Every partner must, other than a general	192
partner of a limited partnership, shall account to the partnership	193
for any benefit and hold as trustee for it any profits derived by	194
himthe partner without the consent of the other partners from any	195
transaction connected with the formation, conduct, or liquidation	196
of the partnership or from any use by himthe partner of its	197
property.	198

(B) This section applies also to the representatives of a	199
deceased partner engaged in the liquidation of the affairs of the	200
partnership as the personal representatives of the last surviving	201
partner.	202

Sec. 1775.45.  (A) Pursuant to a written agreement of merger	203
between the constituent entities as provided in this section, a	204
domestic general partnership and one or more additional domestic	205
general partnerships or other domestic or foreign entities may be	206
merged into a surviving domestic general partnership. Pursuant to	207
a written agreement of consolidation between the constituent	208
entities as provided in this section, two or more domestic or	209
foreign entities may be consolidated into a new domestic general	210
partnership formed by such consolidation. If any constituent	211
entity is formed or organized under the laws of any state other	212
than this state or under any chapter of the Revised Code other	213
than this chapter, the merger or consolidation also must be	214
permitted by the chapter of the Revised Code under which each	215
domestic constituent entity exists and by the laws under which	216
each foreign constituent entity exists.	217

(B) The written agreement of merger or consolidation of	218
constituent entities into a surviving or new domestic general	219
partnership shall set forth all of the following:	220

(1) The name and the form of entity of each constituent	221
entity, the state under the laws of which each constituent entity	222
exists, and the name of the surviving or new domestic general	223
partnership;	224

(2) In the case of a merger, that one or more specified	225
constituent entities will be merged into a specified surviving	226
domestic general partnership, and, in the case of a	227
consolidation, that the constituent entities will be consolidated	228
into a new domestic general partnership;	229

(3) All statements and matters required to be set forth in	230
such an agreement of merger or consolidation by the laws under	231
which each constituent entity exists;	232

(4) In the case of a consolidation, the partnership	233
agreement of the new domestic general partnership or a provision	234
that the written partnership agreement of a specified constituent	235
general partnership, a copy of which shall be attached to the	236
agreement of consolidation, with any amendments that are set forth	237
in the agreement of consolidation, shall be the agreement of	238
general partnership of the new domestic general partnership;	239

(5) The name and address of the statutory agent upon whom	240
any process, notice, or demand against any constituent entity, the	241
surviving domestic general partnership, or the new domestic	242
general partnership may be served;	243

(6) In the case of a merger, any changes in the general	244
partners of the surviving domestic general partnership and, in the	245
case of a consolidation, the general partners of the new domestic	246
general partnership or a provision specifying the general partners	247
of one or more specified constituent partnerships that shall	248
constitute the initial general partners of the new domestic	249
general partnership;	250

(7) The terms of the merger or consolidation; the mode of	251
carrying them into effect; and the manner and basis of converting	252
the interests or shares in the constituent entities into, or	253
substituting the interests or shares in the constituent entities	254
for, interests, evidences of indebtedness, other securities,	255
cash, rights, or any other property or any combination of	256
interests, evidences of indebtedness, securities, cash, rights,	257
or any other property of the surviving domestic general	258
partnership, of the new domestic general partnership, or of any	259
other entity. No such conversion or substitution shall be	260
effected if there are reasonable grounds to believe that the	261
conversion or substitution would render the surviving or new	262
domestic general partnership unable to pay its obligations as they	263
become due in the usual course of its affairs.	264

(C) The written agreement of merger or consolidation of	265
constituent entities into a surviving or new domestic general	266
partnership may set forth any of the following:	267

(1) The effective date of the merger or consolidation, which	268
date may be on or after the date of the filing of the certificate	269
of merger or consolidation;	270

(2) A provision authorizing one or more of the constituent	271
entities to abandon the proposed merger or consolidation prior to	272
filing the certificate of merger or consolidation pursuant to	273
section 1775.47 of the Revised Code by action of the general	274
partners of a constituent partnership, the directors of a	275
constituent corporation, or the comparable representatives of any	276
other constituent entity;	277

(3) In the case of a merger, any amendments to the agreement	278
of general partnership of the surviving domestic general	279
partnership, or a provision that the written partnership agreement	280
of a specified constituent general partnership other than the	281
surviving domestic general partnership, with any amendments that	282
are set forth in the agreement of merger, shall be the partnership	283
agreement of the surviving domestic general partnership;	284

(4) A statement of, or a statement of the method of	285
determining, the fair value of the assets to be owned by the	286
surviving domestic general partnership;	287

(5) The parties to the agreement of merger or consolidation	288
in addition to the constituent entities;	289

(6) Any additional provision necessary or desirable with	290
respect to the proposed merger or consolidation.	291

(D) To effect the merger or consolidation, the agreement of	292
merger or consolidation shall be adopted by the general partners	293
of each constituent domestic general partnership, including the	294
surviving domestic general partnership in the case of a merger,	295
and shall be adopted by or otherwise authorized by or on behalf of	296
each other constituent entity in accordance with the laws under	297
which it exists.	298

(E) All partners, whether or not they are entitled to vote	299
or act, shall be given written notice of any meeting of general	300
partners of a constituent domestic general partnership or of any	301
proposed action by general partners of a constituent domestic	302
general partnership, which meeting or action is to adopt an	303
agreement of merger or consolidation. The notice shall be given	304
to the partners either by mail at their addresses as they appear	305
on the records of the partnership or in person and, unless the	306
partnership agreement provides a shorter or longer period, shall	307
be given not less than seven and not more than sixty days before	308
the meeting or the effective date of the action. The notice shall	309
be accompanied by a copy or a summary of the material provisions	310
of the agreement of merger or consolidation.	311

(F) The vote or action of the general partners of a	312
constituent domestic general partnership that is required to adopt	313
an agreement of merger or consolidation is the unanimous vote or	314
action of the general partners or such different number or	315
proportion as provided in writing in the partnership agreement. If	316
the agreement of merger or consolidation would have an effect or	317
authorize any action that under any applicable provision of law or	318
the partnership agreement could be effected or authorized only by	319
or pursuant to a specified vote or action of the partners, or of	320
any class or group of partners, the agreement of merger or	321
consolidation also shall be adopted or approved by the same vote	322
or action as would be required to effect that change or authorize	323
that action. Each person who will continue to be or who will	324
become a general partner of a partnership that is the surviving or	325
new entity in a merger or consolidation shall specifically agree	326
in writing to continue or to become, as the case may be, a general	327
partner of the partnership that is the surviving or new entity.	328

(G) At any time before the filing of the certificate of	329
merger or consolidation pursuant to section 1775.47 of the Revised	330
Code, the merger or consolidation may be abandoned by the general	331
partners of any constituent partnership, the directors of any	332
constituent corporation, or the comparable representatives of any	333
other constituent entity if the general partners, directors, or	334
other representatives are authorized to do so by the agreement of	335
merger or consolidation or by the same vote or action as was	336
required to adopt the agreement of merger or consolidation. The	337
agreement of merger or consolidation may contain a provision	338
authorizing less than all of the general partners of any	339
constituent partnership, the directors of any constituent	340
corporation, or the comparable representatives of any other	341
constituent entity to amend the agreement of merger or	342
consolidation at any time before the filing of the certificate of	343
merger or consolidation, except that, after the adoption of the	344
agreement of merger or consolidation by the general partners of	345
any constituent domestic general partnership, less than all of the	346
general partners shall not be authorized to amend the agreement of	347
merger or consolidation to do any of the following:	348

(1) Alter or change the amount or kind of interests, shares,	349
evidences of indebtedness, other securities, cash, rights, or any	350
other property to be received by general partners of the	351
constituent domestic general partnership in conversion of, or in	352
substitution for, their interests;	353

(2) Alter or change any term of the partnership agreement of	354
the surviving or new domestic general partnership, except for	355
alterations or changes that could otherwise be adopted by the	356
general partners of the surviving or new domestic general	357
partnership;	358

(3) Alter or change any other terms and conditions of the	359
agreement of merger or consolidation if any of the alterations or	360
changes, alone or in the aggregate, would materially adversely	361
affect the general partners or any class or group of general	362
partners of the constituent domestic general partnership.	363

Sec. 1775.46.  (A) Pursuant to a written agreement of merger	364
or consolidation between the constituent entities as provided in	365
this section, a domestic general partnership and one or more	366
additional domestic or foreign entities may be merged into a	367
surviving entity other than a domestic general partnership, or a	368
domestic general partnership together with one or more additional	369
domestic or foreign entities may be consolidated into a new entity	370
other than a domestic general partnership to be formed by such	371
consolidation. The merger or consolidation must be permitted by	372
the chapter of the Revised Code under which each domestic	373
constituent entity exists and by the laws under which each foreign	374
constituent entity exists.	375

(B) The written agreement of merger or consolidation shall	376
set forth all of the following:	377

(1) The name and the form of entity of each constituent	378
entity and the state under the laws of which each constituent	379
entity exists;	380

(2) In the case of a merger, that one or more specified	381
constituent domestic general partnerships and other specified	382
constituent entities will be merged into a specified surviving	383
foreign entity or surviving domestic entity other than a domestic	384
general partnership, or, in the case of a consolidation, that the	385
constituent entities will be consolidated into a new foreign	386
entity or a new domestic entity other than a domestic general	387
partnership;	388

(3) If the surviving or new entity is a foreign general	389
partnership, all statements and matters that would be required by	390
section 1775.45 of the Revised Code if the surviving or new entity	391
were a domestic general partnership;	392

(4) The name and the form of entity of the surviving or new	393
entity, the state under the laws of which the surviving entity	394
exists or the new entity is to exist, and the location of the	395
principal office of the surviving or new entity;	396

(5) All additional statements and matters required to be set	397
forth in such an agreement of merger or consolidation by the laws	398
under which each constituent entity exists and, in the case of a	399
consolidation, the new entity is to exist;	400

(6) The consent of the surviving or new foreign entity to be	401
sued and served with process in this state and the irrevocable	402
appointment of the secretary of state as its agent to accept	403
service of process in any proceeding in this state to enforce	404
against the surviving or new foreign entity any obligation of any	405
constituent domestic general partnership or to enforce the rights	406
of a dissenting partner of any constituent domestic general	407
partnership;	408

(7) If the surviving or new entity is a foreign corporation	409
that desires to transact business in this state as a foreign	410
corporation, a statement to that effect, together with a statement	411
regarding the appointment of a statutory agent and service of any	412
process, notice, or demand upon that statutory agent or the	413
secretary of state, as required when a foreign corporation applies	414
for a license to transact business in this state;	415

(8) If the surviving or new entity is a foreign limited	416
partnership that desires to transact business in this state as a	417
foreign limited partnership, a statement to that effect, together	418
with all of the information required under section 1782.49 of the	419
Revised Code when a foreign limited partnership registers to	420
transact business in this state;	421

(9) If the surviving or new entity is a foreign limited	422
liability company that desires to transact business in this state	423
as a foreign limited liability company, a statement to that	424
effect, together with all of the information required under	425
section 1705.54 of the Revised Code when a foreign limited	426
liability company registers to transact business in this state.	427

(C) The written agreement of merger or consolidation also	428
may set forth any additional provision permitted by the laws of	429
any state under the laws of which any constituent entity exists,	430
consistent with the laws under which the surviving entity exists	431
or the new entity is to exist.	432

(D) To effect the merger or consolidation, the agreement of	433
merger or consolidation shall be adopted by the general partners	434
of each constituent domestic general partnership, in the same	435
manner and with the same notice to and vote or action of partners	436
or of a particular class or group of partners as is required by	437
section 1775.45 of the Revised Code. The agreement of merger or	438
consolidation also shall be approved or otherwise authorized by or	439
on behalf of each constituent entity in accordance with the laws	440
under which it exists. Each person who will continue to be or who	441
will become a general partner of a partnership that is the	442
surviving or new entity in a merger or consolidation shall	443
specifically agree in writing to continue or to become, as the	444
case may be, a general partner of the surviving or new entity.	445

(E) At any time before the filing of the certificate of	446
merger or consolidation pursuant to section 1775.47 of the Revised	447
Code, the merger or consolidation may be abandoned by the general	448
partners of any constituent partnership, the directors of any	449
constituent corporation, or the comparable representatives of any	450
other constituent entity if the general partners, directors, or	451
comparable representatives are authorized to do so by the	452
agreement of merger or consolidation. The agreement of merger or	453
consolidation may contain a provision authorizing less than all of	454
the general partners of any constituent partnership, the directors	455
of any constituent corporation, or the comparable representatives	456
of any other constituent entity to amend the agreement of merger	457
or consolidation at any time before the filing of the certificate	458
of merger or consolidation, except that after the adoption of the	459
agreement of merger or consolidation by the general partners of	460
any constituent domestic general partnership, less than all of the	461
general partners shall not be authorized to amend the agreement of	462
merger or consolidation to do any of the following:	463

(1) Alter or change the amount or kind of interests, shares,	464
evidences of indebtedness, other securities, cash, rights, or any	465
other property to be received by general partners of the	466
constituent domestic general partnership in conversion of or in	467
substitution for their interests;	468

(2) If the surviving or new entity is a partnership, alter	469
or change any term of the partnership agreement of the surviving	470
or new partnership, except for alterations or changes that	471
otherwise could be adopted by the general partners of the	472
surviving or new partnership;	473

(3) If the surviving or new entity is a corporation or any	474
other entity other than a partnership, alter or change any term of	475
the articles or comparable instrument of the surviving or new	476
corporation or entity, except for alterations or changes that	477
otherwise could be adopted by the directors or comparable	478
representatives of the surviving or new corporation or entity;	479

(4) Alter or change any other terms and conditions of the	480
agreement of merger or consolidation if any of the alterations or	481
changes, alone or in the aggregate, would materially adversely	482
affect the general partners or any class or group of general	483
partners of the constituent domestic general partnership.	484

Sec. 1775.47.  (A) Upon the adoption by each constituent	485
entity of an agreement of merger or consolidation pursuant to	486
section 1775.45 or 1775.46 of the Revised Code, a certificate of	487
merger or consolidation shall be filed with the secretary of state	488
that is signed by an authorized representative of each constituent	489
entity. The certificate shall be on a form prescribed by the	490
secretary of state and shall set forth only the information	491
required by this section.	492

(B)(1) The certificate of merger or consolidation shall set	493
forth all of the following:	494

(a) The name and the form of entity of each constituent	495
entity and the state under the laws of which each constituent	496
entity exists;	497

(b) A statement that each constituent entity has complied	498
with all of the laws under which it exists and that the laws	499
permit the merger or consolidation;	500

(c) The name and mailing address of the person or entity	501
that is to provide, in response to any written request made by a	502
shareholder, partner, or other equity holder of a constituent	503
entity, a copy of the agreement of merger or consolidation;	504

(d) The effective date of the merger or consolidation, which	505
date may be on or after the date of the filing of the certificate;	506

(e) The signature of the representative or representatives	507
authorized to sign the certificate on behalf of each constituent	508
entity and the office held or the capacity in which the	509
representative is acting;	510

(f) A statement that the agreement of merger or	511
consolidation is authorized on behalf of each constituent entity	512
and that the persons who signed the certificate on behalf of each	513
entity are authorized to do so;	514

(g) In the case of a merger, a statement that one or more	515
specified constituent entities will be merged into a specified	516
surviving entity or, in the case of a consolidation, a statement	517
that the constituent entities will be consolidated into a new	518
entity;	519

(h) The name and form of the surviving entity in the case	520
of a merger or the name and form of the new entity in the case of	521
a consolidation;	522

(i) In the case of a merger, if the surviving entity is a	523
foreign entity not licensed to transact business in this state,	524
the name and address of the statutory agent upon whom any process,	525
notice, or demand may be served;	526

(j) In the case of a consolidation, the name and address of	527
the statutory agent upon whom any process, notice, or demand	528
against any constituent entity or the new entity may be served.	529

(2) In the case of a consolidation into a new domestic	530
corporation, limited liability company, or limited partnership,	531
the articles of incorporation, the articles of organization, or	532
the certificate of limited partnership of the new domestic entity	533
shall be filed with the certificate of consolidation.	534

(3) In the case of a merger into a domestic corporation,	535
limited liability company, or limited partnership, any amendments	536
to the articles of incorporation, articles of organization, or	537
certificate of limited partnership of the surviving domestic	538
entity shall be filed with the certificate of merger.	539

(4) If the surviving or new entity is a foreign entity that	540
desires to transact business in this state as a foreign	541
corporation, limited liability company, or limited partnership,	542
the certificate of merger or consolidation shall be accompanied by	543
the information required by division (B)(7), (8), or (9) of	544
section 1775.46 of the Revised Code.	545

(5) If a foreign or domestic corporation licensed to	546
transact business in this state is a constituent entity and the	547
surviving or new entity resulting from the merger or consolidation	548
is not a foreign or domestic corporation that is to be licensed to	549
transact business in this state, the certificate of merger or	550
consolidation shall be accompanied by the affidavits, receipts,	551
certificates, or other evidence required by division (H) of	552
section 1701.86 of the Revised Code, with respect to each domestic	553
constituent corporation, and by the affidavits, receipts,	554
certificates, or other evidence required by division (C) or (D) of	555
section 1703.17 of the Revised Code, with respect to each foreign	556
constituent corporation licensed to transact business in this	557
state.	558

(C) If any constituent entity in a merger or consolidation	559
is organized or formed under the laws of a state other than this	560
state or under any chapter of the Revised Code other than this	561
chapter, there also shall be filed in the proper office all	562
documents that are required to be filed in connection with the	563
merger or consolidation by the laws of that state or by that	564
chapter.	565

(D) Upon the filing of a certificate of merger or	566
consolidation and other filings as described in division (C) of	567
this section or at any later date that the certificate of merger	568
or consolidation specifies, the merger or consolidation is	569
effective, subject to the limitation specified in division (B)(7)	570
of section 1775.45 of the Revised Code.	571

(E) The secretary of state shall furnish, upon request and	572
payment of the fee specified in division (K)(2) of section 111.16	573
of the Revised Code, the secretary of state's certificate setting	574
forth: the name and form of entity of each constituent entity and	575
the states under the laws of which each constituent entity existed	576
prior to the merger or consolidation; the name and the form of	577
entity of the surviving or new entity and the state under the laws	578
of which the surviving entity exists or the new entity is to	579
exist; the date of filing of the certificate of merger or	580
consolidation with the secretary of state; and the effective date	581
of the merger or consolidation. The certificate of the secretary	582
of state, or a copy of the certificate of merger or consolidation	583
certified by the secretary of state, may be filed for record in	584
the office of the recorder of any county in this state and, if	585
filed, shall be recorded in the records of deeds for that county.	586
For that recording, the county recorder shall charge and collect	587
the same fee as in the case of deeds.	588

Sec. 1775.48.  (A) When a merger or consolidation becomes	589
effective, all of the following apply:	590

(1) The separate existence of each constituent entity other	591
than the surviving entity in a merger shall cease, except that	592
whenever a conveyance, assignment, transfer, deed, or other	593
instrument or act is necessary to vest property or rights in the	594
surviving or new entity, the general partners, officers, or other	595
authorized representatives of the respective constituent entities	596
shall execute, acknowledge, and deliver such instruments and do	597
such acts. For these purposes, the existence of the constituent	598
entities and the authority of their respective general partners,	599
officers, directors, or other representatives are continued	600
notwithstanding the merger or consolidation.	601

(2) In the case of a consolidation, the new entity exists	602
when the consolidation becomes effective and, if the new entity is	603
a domestic general partnership, the written partnership agreement	604
contained in or provided for in the agreement of consolidation	605
shall be its original partnership agreement.	606

(3) In the case of a merger in which the surviving entity	607
is a general partnership, the written partnership agreement of the	608
surviving general partnership in effect immediately prior to the	609
time the merger becomes effective shall be its partnership	610
agreement after the merger except as otherwise provided in the	611
agreement of merger.	612

(4) The surviving or new entity possesses all of the	613
following, and all of the following are vested in the surviving or	614
new entity without further act or deed:	615

(a) Except to the extent limited by the mandatory provisions	616
of applicable law, the following:	617

(i) All assets and property of every description of each	618
constituent entity, and every interest in the assets and property	619
of each constituent entity, wherever the assets, property, and	620
interests are located. Title to any real estate or any interest	621
in real estate that was vested in any constituent entity shall	622
not revert or in any way be impaired by reason of the merger or	623
consolidation.	624

(ii) The rights, privileges, immunities, powers, franchises,	625
and authority, whether of a public or private nature, of each	626
constituent entity.	627

(b) All obligations belonging to or due to each constituent	628
entity.	629

(5) The surviving or new entity is liable for all the	630
obligations of each constituent entity, including liability to	631
dissenting partners, dissenting shareholders, or other dissenting	632
equity holders. Any claim existing or any action or proceeding	633
pending by or against any constituent entity may be prosecuted to	634
judgment with right of appeal, as if the merger or consolidation	635
had not taken place, or the surviving or new entity may be	636
substituted in place of any constituent entity.	637

(6) All the rights of creditors of each constituent entity	638
are preserved unimpaired, and all liens upon the property of any	639
constituent entity are preserved unimpaired, on only the property	640
affected by such liens immediately before the effective date of	641
the merger or consolidation. If a general partner of a	642
constituent partnership is not a general partner of the entity	643
surviving or the new entity resulting from the merger or	644
consolidation, then the former general partner shall have no	645
liability for any obligation incurred after the merger or	646
consolidation except to the extent that a former creditor of the	647
constituent partnership in which the former general partner was a	648
general partner extends credit to the surviving or new entity	649
reasonably believing that the former general partner continued as	650
a general partner of the surviving or new entity.	651

(B) If a general partner of a constituent partnership is not	652
a general partner of the entity surviving or the new entity	653
resulting from the merger or consolidation, then unless that	654
general partner agrees otherwise in writing, the general partner	655
shall be indemnified by the surviving or new entity against all	656
present or future liabilities of the constituent partnership of	657
which the general partner was a general partner. Any amount	658
payable pursuant to section 1775.50 of the Revised Code to a	659
partner of the constituent partnership in which that general	660
partner was a partner shall be a present liability of that	661
constituent partnership.	662

(C) In the case of a merger of a constituent domestic	663
general partnership into a foreign surviving corporation, limited	664
liability company, or general partnership that is not licensed or	665
registered to transact business in this state or in the case of a	666
consolidation of a constituent domestic limited partnership into a	667
new foreign corporation, limited liability company, or limited	668
partnership, if the surviving or new entity intends to transact	669
business in this state and the certificate of merger or	670
consolidation is accompanied by the information described in	671
division (B)(4) of section 1775.47 of the Revised Code, then on	672
the effective date of the merger or consolidation the surviving or	673
new entity shall be considered to have complied with the	674
requirements for procuring a license or for registration to	675
transact business in this state as a foreign corporation, limited	676
liability company, or limited partnership, as the case may be. In	677
such a case, a copy of the certificate of merger or consolidation	678
certified by the secretary of state constitutes the license	679
certificate prescribed for a foreign corporation or the	680
application for registration prescribed for a foreign limited	681
liability company or foreign limited partnership.	682

(D) Any action to set aside any merger or consolidation on	683
the ground that any section of the Revised Code applicable to the	684
merger or consolidation has not been complied with shall be	685
brought within ninety days after the effective date of the merger	686
or consolidation or forever be barred.	687

(E) In the case of an entity organized or existing under the	688
laws of any state other than this state, this section is subject	689
to the laws of the state under the laws of which the entity exists	690
or in which it has property.	691

Sec. 1775.49.  (A) Unless otherwise provided in writing in	692
the partnership agreement of a constituent domestic general	693
partnership, the following are entitled to relief as dissenting	694
partners as provided in section 1775.50 of the Revised Code:	695

(1) Partners of a domestic general partnership that is being	696
merged or consolidated into a surviving or new entity, domestic or	697
foreign, pursuant to section 1775.45 or 1775.46 of the Revised	698
Code;	699

(2) In the case of a merger into a domestic general	700
partnership, partners of the surviving domestic general	701
partnership who under section 1775.45 of the Revised Code are	702
entitled to vote or act on the adoption of an agreement of merger,	703
but only as to the interests so entitling them to vote or act.	704

(B) Unless otherwise expressly agreed to in writing, a	705
general partner of any constituent partnership shall be liable to	706
the partners of the constituent partnership for any amount payable	707
to them pursuant to section 1775.50 of the Revised Code as if the	708
amount so payable were an existing liability of the constituent	709
partnership at the time of the merger or consolidation.	710

Sec. 1775.50.  (A) A partner of a domestic general	711
partnership is entitled to relief as a dissenting partner in	712
respect of the proposals described in section 1775.49 of the	713
Revised Code only in compliance with this section.	714

(B) If the proposal of merger or consolidation is to be	715
submitted to the partners at a meeting, the dissenting partner	716
shall be a partner and a record holder of the partnership	717
interests as to which the dissenting partner seeks relief as of	718
the date fixed for the determination of partners entitled to	719
notice of the meeting, and such interests shall not have been	720
voted in favor of the proposal. Not later than ten days after the	721
date on which the vote on the proposal was taken at the meeting of	722
the partners, the dissenting partner shall deliver to the general	723
partnership a written demand for payment to the dissenting partner	724
of the fair cash value of the interests as to which the dissenting	725
partner seeks relief that states the dissenting partner's address,	726
the number and class of those interests, and the amount claimed by	727
the dissenting partner as the fair cash value of the interests.	728

(C) If the proposal of merger or consolidation is to be	729
submitted to the partners for their written approval or other	730
action without a meeting, the dissenting partner shall be a	731
partner and a record holder of the interests of the partnership as	732
to which the dissenting partner seeks relief as of the date the	733
request for approval or action was sent to the partners entitled	734
to act or otherwise approve the proposal, and the dissenting	735
partner shall not have indicated approval of the proposal in the	736
dissenting partner's capacity as a holder of such interests. Not	737
later than fifteen days after the date on which the request for	738
approval of or action on the proposal was mailed to the partners,	739
the dissenting partner shall deliver to the partnership a written	740
demand for payment to the dissenting partner of the fair cash	741
value of the interests as to which the dissenting partner seeks	742
relief, which demand shall state the dissenting partner's address,	743
the number and class of such interests, and the amount claimed by	744
the dissenting partner as the fair cash value of those interests.	745

(D) In the case of a merger or consolidation, a demand	746
served on the constituent domestic general partnership involved	747
constitutes service on the surviving entity or the new entity,	748
whether the demand is served before, on, or after the effective	749
date of the merger or consolidation.	750

(E) If the interests as to which a dissenting partner seeks	751
relief are represented by certificates and if the domestic general	752
partnership sends to the dissenting partner, at the address	753
specified in the dissenting partner's demand, a request for	754
certificates representing the interests as to which the dissenting	755
partner seeks relief, the dissenting partner, within fifteen days	756
from the date on which the request was sent, shall deliver to the	757
general partnership the certificates requested so that the general	758
partnership may endorse on them a legend to the effect that a	759
demand for the fair cash value of such interests has been made.	760
The general partnership promptly shall return the endorsed	761
certificates to the dissenting partner. The failure of a	762
dissenting partner to deliver such certificates terminates rights	763
as a dissenting partner, at the option of the general partnership,	764
exercised by written notice sent to the dissenting partner within	765
twenty days after the lapse of the fifteen-day period, unless a	766
court for good cause shown otherwise directs. If interests	767
represented by a certificate on which such a legend has been	768
endorsed are transferred, each new certificate issued for them	769
shall bear a similar legend, together with the name of the	770
original dissenting holder of such interests. Upon receiving a	771
demand for payment from a dissenting partner who is a record	772
holder of uncertificated interests, the general partnership shall	773
make an appropriate notation of the demand for payment in its	774
records. If uncertificated interests for which payment has been	775
demanded are to be transferred, any writing sent to evidence the	776
transfer shall bear the legend required for certificated interests	777
as provided in this division. A transferee of the interests	778
receiving a certificate so endorsed, or of uncertificated	779
interests where such a notation has been made, acquires only such	780
rights in the general partnership as the original partner holding	781
such interests had immediately after the service of a demand for	782
payment of the fair cash value of the interests. A request under	783
this division by the general partnership is not an admission by it	784
that the holder of the interest is entitled to relief under this	785
section.	786

(F) Unless the partnership agreement of the constituent	787
domestic general partnership in which the dissenting partner was a	788
partner provides a reasonable basis for determining and paying the	789
fair cash value of the interests as to which the dissenting	790
partner seeks relief or unless that partnership and the dissenting	791
partner have come to an agreement on the fair cash value of the	792
interests as to which the dissenting partner seeks relief, the	793
dissenting partner or the general partnership, which in the case	794
of a merger or consolidation may be the surviving or new entity,	795
within ninety days after the service of the demand by the	796
dissenting partner, may file a complaint under section 1775.51 of	797
the Revised Code. The complaint shall be filed in the court of	798
common pleas of the county in which the principal office of the	799
general partnership that issued the interests is located or was	800
located when the proposal of merger or consolidation was adopted	801
by the partners of the general partnership. Other dissenting	802
partners, within that ninety-day period, may join as plaintiffs or	803
may be joined as defendants in any such proceeding, and any two or	804
more such proceedings may be consolidated.	805

(G) The right and obligation of a dissenting partner to	806
receive such fair cash value and to sell such interests as to	807
which the dissenting partner seeks relief and the right and	808
obligation of the domestic general partnership to purchase such	809
interests and to pay the fair cash value of them terminate if any	810
of the following applies:	811

(1) The dissenting partner has not complied with this	812
section, unless the general partnership waives such failure.	813

(2) The general partnership abandons the merger or	814
consolidation or is finally enjoined or prevented from carrying it	815
out, or the partners rescind their adoption or approval of the	816
merger or consolidation.	817

(3) The dissenting partner withdraws the dissenting	818
partner's demand, with the consent of the general partnership.	819

(4) All of the following apply:

820

(a) The partnership agreement of the constituent domestic	821
general partnership in which the dissenting partner was a partner	822
does not provide a reasonable basis for determining and paying the	823
dissenting partner the fair cash value of the dissenting partner's	824
interest.	825

(b) The general partnership and the dissenting partner have	826
not agreed upon the fair cash value of the interest.	827

(c) Neither the dissenting partner nor the general	828
partnership has filed or joined in a complaint under division (F)	829
of this section within the period provided in that division.	830

(H) Unless otherwise provided in the partnership agreement	831
of the constituent domestic general partnership in which the	832
dissenting partner was a partner, from the time the dissenting	833
partner gives the demand until either the termination of the	834
rights and obligations arising from it or the purchase of the	835
interests by the general partnership, all other rights accruing	836
from such interests, including voting or distribution rights, are	837
suspended. If, during the suspension, any distribution is paid in	838
money upon interests of such class or any dividend, distribution,	839
or interest is paid in money upon any securities issued in	840
extinguishment of, or in substitution for, such interest, an	841
amount equal to the dividend, distribution, or interest that,	842
except for the suspension, would have been payable upon such	843
interests or securities shall be paid to the holder of record as a	844
credit upon the fair cash value of the interests. If the right to	845
receive fair cash value is terminated other than by the purchase	846
of the interests by the general partnership, all rights of the	847
dissenting partner shall be restored and all distributions that,	848
except for the suspension, would have been made shall be made to	849
the holder of record of the interests at the time of termination.	850

Sec. 1775.51.  (A) When authorized by division (F) of	851
section 1775.50 of the Revised Code, a dissenting partner or	852
general partnership may file a complaint under this section	853
demanding the relief described in this section. A complaint filed	854
under this section shall contain a brief statement of the facts,	855
including the vote or action by the partners and the facts	856
entitling the dissenting partner to the relief demanded. No	857
answer to such a complaint is required. Upon the filing of such a	858
complaint, the court, on motion of the petitioner, shall enter an	859
order fixing a date for a hearing on the complaint and requiring	860
that a copy of the complaint and a notice of the filing and of the	861
date for the hearing be given to the respondent or defendant in	862
the manner in which summons is required to be served or	863
substituted service is required to be made in other cases. On the	864
date fixed for the hearing on the complaint or any adjournment of	865
it, the court shall determine from the complaint and from such	866
evidence as is submitted by either party whether the dissenting	867
partner is entitled to be paid the fair cash value of any	868
interests and, if so, the number and class of such interests. If	869
the court finds that the dissenting partner is so entitled, it may	870
appoint one or more persons as appraisers to receive evidence and	871
to recommend a decision on the amount of the fair cash value. The	872
appraisers have such power and authority as is specified in the	873
order of their appointment. The court thereupon shall make a	874
finding as to the fair cash value of the interests and shall	875
render judgment against the general partnership for the payment of	876
it, with interest at such rate and from such date as the court	877
considers equitable. The costs of the proceeding, including	878
reasonable compensation to the appraisers to be fixed by the	879
court, shall be assessed or apportioned as the court considers	880
equitable. The proceeding is a special proceeding and final	881
orders in it may be vacated, modified, or reversed on appeal	882
pursuant to the Rules of Appellate Procedure and, to the extent	883
not in conflict with those rules, Chapter 2505. of the Revised	884
Code. If, during the pendency of any proceeding under this	885
section, a suit or proceeding is or has been instituted to enjoin	886
or otherwise to prevent the carrying out of the action as to which	887
the partner has dissented, the proceeding instituted under this	888
section shall be stayed until the final determination of the other	889
suit or proceeding. Unless any provision of division (G) of	890
section 1775.50 of the Revised Code is applicable, the fair cash	891
value of the interests that is agreed upon by the parties or fixed	892
under this section shall be paid within thirty days after the date	893
of final determination of such value under this division or the	894
consummation of the merger or consolidation, whichever occurs	895
last. Upon the occurrence of the last such event, payment shall	896
be made immediately to a holder of uncertificated interests	897
entitled to such payment. In the case of holders of interests	898
represented by certificates, payment shall be made only upon and	899
simultaneously with the surrender to the domestic general	900
partnership of the certificates representing the interests for	901
which the payment is made.	902

(B) If the proposal of merger or consolidation was submitted	903
to the partners of the general partnership for a vote at a	904
meeting, fair cash value as to those partners shall be determined	905
as of the day before the day on which the vote by the partners was	906
taken. If the proposal was submitted to the partners for written	907
approval or other action, fair cash value as to those partners	908
shall be determined as of the day before the day on which the	909
request for the approval or action was sent. The fair cash value	910
of an interest for purposes of this section is the amount that a	911
willing seller who is under no compulsion to sell would be willing	912
to accept and that a willing buyer who is under no compulsion to	913
purchase would be willing to pay, but the fair cash value paid to	914
any partner shall not exceed the amount specified in the demand of	915
that partner. In computing such fair cash value, any appreciation	916
or depreciation in market value resulting from the merger or	917
consolidation shall be excluded.	918

Sec. 1775.52. If a domestic general partnership is a	919
constituent entity to a merger or consolidation that has become	920
effective, and the domestic general partnership is not the	921
surviving or resulting entity of the merger or consolidation, a	922
judgment creditor of a partner of that domestic general	923
partnership shall not levy execution against the assets of the	924
partner to satisfy a judgment based on a claim against the	925
surviving or resulting entity of the merger or consolidation	926
unless any of the following applies:	927

(A) The claim is for an obligation of the domestic general	928
partnership for which the partner is liable as provided in this	929
chapter and one of the following applies:	930

(1) A judgment based on the same claim has been obtained	931
against the surviving or resulting entity of the merger or	932
consolidation and a writ of execution on the judgment has been	933
returned unsatisfied in whole or in part.	934

(2) The surviving or resulting entity of the merger or	935
consolidation is a debtor in bankruptcy.	936

(3) The partner has agreed that the creditor need not	937
exhaust the assets of the domestic general partnership that was	938
not the surviving or resulting entity of the merger or	939
consolidation.	940

(4) The partner has agreed that the creditor need not	941
exhaust the assets of the surviving or resulting entity of the	942
merger or consolidation.	943

(B) A court grants permission to the judgment creditor to	944
levy execution against the assets of the partner based on a	945
finding that the assets of the surviving or resulting entity of	946
the merger or consolidation that are subject to execution are	947
clearly insufficient to satisfy the judgment, that exhaustion of	948
the assets of the surviving or resulting entity of the merger or	949
consolidation is excessively burdensome, or that the grant of	950
permission is an appropriate exercise of the court's equitable	951
powers.	952

(C) Liability is imposed on the partner by law or contract	953
independent of the existence of the surviving or resulting entity	954
of the merger or consolidation.	955

Sec. 1782.241. (A) A general partner shall perform the	956
duties of a general partner in good faith, in a manner the general	957
partner reasonably believes to be in or not opposed to the best	958
interests of the limited partnership, and with the care that an	959
ordinarily prudent person in a like position would use under	960
similar circumstances. In performing a general partner's duties,	961
a general partner is entitled to rely on information, opinions,	962
reports, or statements, including financial statements and other	963
financial data, that are prepared or presented by either of the	964
following:	965

(1) One or more general partners, employees of the limited	966
partnership, or employees of a general partner, who the general	967
partner reasonably believes are reliable and competent in the	968
matters prepared or presented;	969

(2) Legal counsel, public accountants, or other persons as	970
to matters that the general partner reasonably believes are within	971
the person's professional or expert competence.	972

(B) For purposes of division (A) of this section, the	973
following apply:	974

(1) A general partner shall not be found to have violated	975
the duties of a general partner under division (A) of this	976
section, unless it is proved by clear and convincing evidence that	977
the general partner has not acted in good faith, in a manner the	978
general partner reasonably believes to be in or not opposed to the	979
best interests of the limited partnership, or with the care that	980
an ordinarily prudent person in a like position would use under	981
similar circumstances, in any action brought against the general	982
partner, including actions involving or affecting the general	983
partner's service in any other position or relationship with the	984
limited partnership.	985

(2) A general partner shall not be considered to be acting	986
in good faith if the general partner has knowledge concerning the	987
matter in question that would cause reliance on information,	988
opinions, reports, or statements that are prepared or presented by	989
the persons described in divisions (A)(1) and (2) of this section	990
to be unwarranted.	991

Sec. 1782.242. No contract, action, or transaction shall be	992
void or voidable with respect to a limited partnership for the	993
reason that the contract, action, or transaction is among or	994
affects the limited partnership and one or more of its partners,	995
or that the contract, action, or transaction is among or affects	996
the limited partnership and any other person in which one or more	997
of the partners are directors, trustees, officers, or partners, or	998
have a financial or personal interest, if any of the following	999
applies:	1000

(A) The material facts as to the partner or partners and	1001
their relationship or interest and as to the contract, action, or	1002
transaction are disclosed in writing to every partner before that	1003
partner is admitted to the partnership.	1004

(B) The material facts as to the partner or partners and	1005
their relationship or interest and as to the contract, action, or	1006
transaction are disclosed in writing to all partners; the	1007
contract, action, or transaction is fair as to the limited	1008
partnership; and the disinterested general partners acting in good	1009
faith reasonably justified by the facts, authorize the contract,	1010
action, or transaction by a majority vote, even though the	1011
disinterested general partners constitute less than a majority of	1012
the general partners.	1013

(C) The contract, action, or transaction is fair as to the	1014
limited partnership as of the time the contract, action, or	1015
transaction is authorized and approved by a majority in interest	1016
of the disinterested limited partners.	1017

Sec. 1782.433.  (A) Upon the adoption by each constituent	1018
entity of an agreement of merger or consolidation pursuant to	1019
section 1782.431 or 1782.432 of the Revised Code, a certificate of	1020
merger or consolidation shall be filed with the secretary of state	1021
that is signed by an authorized representative of each constituent	1022
entity. The certificate shall be on a form prescribed by the	1023
secretary of state and shall set forth only the information	1024
required by this section.	1025

(B)(1) The certificate of merger or consolidation shall set	1026
forth all of the following:	1027

(a) The name and the form of entity of each constituent	1028
entity and the state under the laws of which each constituent	1029
entity exists;	1030

(b) A statement that each constituent entity has complied	1031
with all of the laws under which it exists and that the laws	1032
permit the merger or consolidation;	1033

(c) The name and mailing address of the person or entity	1034
that is to provide, in response to any written request made by a	1035
shareholder, partner, or other equity holder of a constituent	1036
entity, a copy of the agreement of merger or consolidation;	1037

(d) The effective date of the merger or consolidation, which	1038
date may be on or after the date of the filing of the certificate;	1039

(e) The signature of the representative or representatives	1040
authorized to sign the certificate on behalf of each constituent	1041
entity and the office held or the capacity in which the	1042
representative is acting;	1043

(f) A statement that the agreement of merger or	1044
consolidation is authorized on behalf of each constituent entity	1045
and that the persons who signed the certificate on behalf of each	1046
entity are authorized to do so;	1047

(g) In the case of a merger, a statement that one or more	1048
specified constituent entities will be merged into a specified	1049
surviving entity or, in the case of a consolidation, a statement	1050
that the constituent entities will be consolidated into a new	1051
entity;	1052

(h) In the case of a merger, if the surviving entity is a	1053
foreign entity not licensed to transact business in this state,	1054
the name and address of the statutory agent upon whom any process,	1055
notice, or demand may be served;	1056

(i) In the case of a consolidation, the name and address of	1057
the statutory agent upon whom any process, notice, or demand	1058
against any constituent entity or the new entity may be served.	1059

(2) In the case of a consolidation into a new domestic	1060
corporation, limited liability company, or limited partnership,	1061
the articles of incorporation, the articles of organization, or	1062
the certificate of limited partnership of the new domestic entity	1063
shall be filed with the certificate of merger or consolidation.	1064

(3) In the case of a merger into a domestic corporation,	1065
limited liability company, or limited partnership, any amendments	1066
to the articles of incorporation, articles of organization, or	1067
certificate of limited partnership of the surviving domestic	1068
entity shall be filed with the certificate of merger or	1069
consolidation.	1070

(4) If the surviving or new entity is a foreign entity that	1071
desires to transact business in this state as a foreign	1072
corporation, limited liability company, or limited partnership,	1073
the certificate of merger or consolidation shall be accompanied by	1074
the information required by division (B)(7), (8), or (9) of	1075
section 1782.432 of the Revised Code.	1076

(5) If a foreign or domestic corporation licensed to	1077
transact business in this state is a constituent entity and the	1078
surviving or new entity resulting from the merger or consolidation	1079
is not a foreign or domestic corporation that is to be licensed to	1080
transact business in this state, the certificate of merger or	1081
consolidation shall be accompanied by the affidavits, receipts,	1082
certificates, or other evidence required by division (H) of	1083
section 1701.86 of the Revised Code, with respect to each domestic	1084
constituent corporation, and by the affidavits, receipts,	1085
certificates, or other evidence required by division (C) or (D) of	1086
section 1703.17 of the Revised Code, with respect to each foreign	1087
constituent corporation licensed to transact business in this	1088
state.	1089

(C) If any constituent entity in a merger or consolidation	1090
is organized or formed under the laws of a state other than this	1091
state or under any chapter of the Revised Code other than this	1092
chapter, there also shall be filed in the proper office all	1093
documents that are required to be filed in connection with the	1094
merger or consolidation by the laws of that state or by that	1095
chapter.	1096

(D) Upon the filing of a certificate of merger or	1097
consolidation and other filings as described in division (C) of	1098
this section or at any later date that the certificate of merger	1099
or consolidation specifies, the merger or consolidation is	1100
effective.	1101

(E) The secretary of state shall furnish, upon request and	1102
payment of the fee specified in division (D)(K)(2) of section	1103
111.16 of the Revised Code, the secretary of state's certificate	1104
setting forth: the name and form of entity of each constituent	1105
entity and the states under the laws of which each constituent	1106
entity existed prior to the merger or consolidation; the name and	1107
the form of entity of the surviving or new entity and the state	1108
under the laws of which the surviving entity exists or the new	1109
entity is to exist; the date of filing of the certificate of	1110
merger or consolidation with the secretary of state; and the	1111
effective date of the merger or consolidation. The certificate of	1112
the secretary of state, or a copy of the certificate of merger or	1113
consolidation certified by the secretary of state, may be filed	1114
for record in the office of the recorder of any county in this	1115
state and, if filed, shall be recorded in the records of deeds for	1116
that county. For that recording, the county recorder shall charge	1117
and collect the same fee as in the case of deeds.	1118

Section 2. That existing sections 111.16, 1775.20, and	1119
1782.433 of the Revised Code are hereby repealed.	1120