As Introduced

126th General Assembly Regular Session 2005-2006

H. B. No. 301

Representatives Seitz, Fessler, Combs, Wagoner, Coley, Trakas, Reidelbach, Gilb, White, Schneider 

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A BILL

To amend sections 121.76, 1701.01, 1701.10, 1701.11,

1

1701.17, 1701.18, 1701.19, 1701.40, 1701.41,

2

1701.44, 1701.51, 1701.54, 1701.57, 1701.58,

3

1701.62, 1701.63, 1701.73, 1701.75, 1701.76,

4

1701.81, 1701.831, 1701.84, 1701.85, 1701.92,

5

1704.02, 1704.03, 1705.09, 1705.19, 1705.40,

6

1705.41, 1705.42, 1707.01, 1707.041, 1707.20,

7

1707.44, 1775.01, 1775.05, 1775.14, 1775.45 to

8

1775.52, 1782.435, 1782.436, and 1782.437 and to

9

enact sections 1701.782, 1701.792, 1701.802,

10

1701.811, 1701.821, 1705.361, 1705.371, 1705.381,

11

1705.391, 1707.142, 1775.53 to 1775.56, 1782.438,

12

1782.439, 1782.440, 1782.441, and 1782.65 of the

13

Revised Code to modify state agency rulemaking

14

authority to automatically include any future

15

amendments to federal laws incorporated by

16

reference into a rule; to authorize and specify

17

applicable provisions to conversions of business

18

entities by corporations, limited liability

19

companies, and general, limited liability, and

20

limited partnerships; to expand the limited

21

liability of registered limited liability

22

partnerships; to limit liability to limited

23

partnerships; to modify the Corporation Law

24

relating to regulations or articles, shareholder

25

rights, delegation authority, acceptable payments

26

for shares, director meetings, executive

27

committees, actions authorized after bankruptcy,

28

distributions to shareholders when the issuing

29

corporation "spins off" a subsidiary corporation,

30

reorganization and restructuring of holding

31

company corporations, and control share

32

acquisitions; to modify the Limited Liability

33

Company Law to specify acceptable forms of

34

contributions; and to modify the Securities Law

35

relating to dealer recordkeeping and filing

36

requirements, tender offers, and incorporation in

37

Ohio law of future amendments to federal

38

securities laws.

39

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

Section 1. That sections 121.76, 1701.01, 1701.10, 1701.11,	40
1701.17, 1701.18, 1701.19, 1701.40, 1701.41, 1701.44, 1701.51,	41
1701.54, 1701.57, 1701.58, 1701.62, 1701.63, 1701.73, 1701.75,	42
1701.76, 1701.81, 1701.831, 1701.84, 1701.85, 1701.92, 1704.02,	43
1704.03, 1705.09, 1705.19, 1705.40, 1705.41, 1705.42, 1707.01,	44
1707.041, 1707.20, 1707.44, 1775.01, 1775.05, 1775.14, 1775.45,	45
1775.46, 1775.47, 1775.48, 1775.49, 1775.50, 1775.51, 1775.52,	46
1782.435, 1782.436, and 1782.437 be amended and sections 1701.782,	47
1701.792, 1701.802, 1701.811, 1701.821, 1705.361, 1705.371,	48
1705.381, 1705.391, 1707.142, 1775.53, 1775.54, 1775.55, 1775.56,	49
1782.438, 1782.439, 1782.440, 1782.441, and 1782.65 of the Revised	50
Code be enacted to read as follows:	51

Sec. 121.76. (A) Sections 121.71 to 121.75 of the Revised	52
Code do not apply to the incorporation by reference of:	53

(1) A section of the Revised Code;

54

(2) An uncodified statute of this state; or

55

(3) A rule in the Administrative Code.

56

(B) Sections 121.71 to 121.75 of the Revised Code do not	57
apply to either:	58

(1) An internal management rule as defined in section 111.15	59
of the Revised Code; or	60

(2) A rule insofar as it is necessary to obtain or maintain	61
authorization of a federally delegated program in Ohio, or insofar	62
as it is necessary to maintain compliance with federal	63
requirements in order to receive federal funds for a federally	64
funded program, and, in regard to that authorization or	65
compliance, incorporates a text or other material by reference; or	66

(3) A rule that, under authority explicitly conferred by a	67
statute of this state, incorporates by reference a statute that is	68
part of, or a rule, regulation, or form that has been adopted,	69
promulgated, or prescribed under, a federal law, not only as that	70
statute, rule, regulation, or form exists at the time of its	71
incorporation by reference but also as it may exist at any time in	72
the future, provided that the incorporation by reference includes	73
a citation to the existing version of the statute, rule,	74
regulation, or form; the citation states that not only the	75
existing but also future versions of the statute, rule,	76
regulation, or form are being incorporated; and the citation will	77
be intelligible to the persons reasonably expected to be affected	78
by the rule.	79

It is recommended that a rule exempt from complying with	80
sections 121.71 to 121.75 of the Revised Code under division	81
(B)(2) of this section nevertheless incorporate by reference a	82
particular edition or other version of the text or other material.	83

Sec. 1701.01.  As used in sections 1701.01 to 1701.98 of the	84
Revised Code, unless the context otherwise requires:	85

(A) "Corporation" or "domestic corporation" means a	86
corporation for profit formed under the laws of this state.	87

(B) "Foreign corporation" means a corporation for profit	88
formed under the laws of another state, and "foreign entity" means	89
an entity formed under the laws of another state.	90

(C) "State" means the United States; any state, territory,	91
insular possession, or other political subdivision of the United	92
States, including the District of Columbia; any foreign country or	93
nation; and any province, territory, or other political	94
subdivision of such foreign country or nation.	95

(D) "Articles" includes original articles of incorporation,	96
certificates of reorganization, amended articles, and amendments	97
to any of these, and, in the case of a corporation created before	98
September 1, 1851, the special charter and any amendments to it	99
made by special act of the general assembly or pursuant to general	100
law.	101

(E) "Incorporator" means a person who signed the original	102
articles of incorporation.	103

(F) "Shareholder" means a person whose name appears on the	104
books of the corporation as the owner of shares of suchthe	105
corporation. Unless the articles, the regulations adopted by the	106
shareholders, the regulations adopted by the directors pursuant to	107
division (A)(1) of section 1701.10 of the Revised Code, or the	108
contract of subscription otherwise provides, "shareholder"	109
includes a subscriber to shares, whether the subscription is	110
received by the incorporators or pursuant to authorization by the	111
directors, and such shares shall be deemed to be outstanding	112
shares.	113

(G) "Person" includes, without limitation, a natural person,	114
a corporation, whether nonprofit or for profit, a partnership, a	115
limited liability company, an unincorporated society or	116
association, and two or more persons having a joint or common	117
interest.	118

(H) The location of the "principal office" of a corporation	119
is the place named as the principal office in its articles.	120

(I) The "express terms" of shares of a class are the	121
statements expressed in the articles with respect to such shares.	122

(J) Shares of a class are "junior" to shares of another class	123
when any of their dividend or distribution rights are subordinate	124
to, or dependent or contingent upon, any right of, or dividend on,	125
or distribution to, shares of such other class.	126

(K) "Treasury shares" means shares belonging to the	127
corporation and not retired that have been either issued and	128
thereafter acquired by the corporation or paid as a dividend or	129
distribution in shares of the corporation on treasury shares of	130
the same class; such shares shall be deemed to be issued, but they	131
shall not be considered as an asset or a liability of the	132
corporation, or as outstanding for dividend or distribution,	133
quorum, voting, or other purposes, except, when authorized by the	134
directors, for dividends or distributions in authorized but	135
unissued shares of the corporation of the same class.	136

(L) To "retire" a share means to restore it to the status of	137
an authorized but unissued share.	138

(M) "Redemption price of shares" means the amount required by	139
the articles to be paid on redemption of shares.	140

(N) "Liquidation price" means the amount or portion of assets	141
required by the articles to be distributed to the holders of	142
shares of any class upon dissolution, liquidation, merger, or	143
consolidation of the corporation, or upon sale of all or	144
substantially all of its assets.	145

(O) "Insolvent" means that the corporation is unable to pay	146
its obligations as they become due in the usual course of its	147
affairs.	148

(P) "Parent corporation" or "parent" means a domestic or	149
foreign corporation that owns and holds of record shares of	150
another corporation, domestic or foreign, entitling the holder of	151
the shares at the time to exercise a majority of the voting power	152
in the election of the directors of the other corporation without	153
regard to voting power that may thereafter exist upon a default,	154
failure, or other contingency; "subsidiary corporation" or	155
"subsidiary" means a domestic or foreign corporation of which	156
another corporation, domestic or foreign, is the parent.	157

(Q) "Combination" means a transaction, other than a merger or	158
consolidation, wherein either of the following applies:	159

(1) Voting shares of a domestic corporation are issued or	160
transferred in consideration in whole or in part for the transfer	161
to itself or to one or more of its subsidiaries, domestic or	162
foreign, of all or substantially all the assets of one or more	163
corporations, domestic or foreign, with or without good will or	164
the assumption of liabilities;	165

(2) Voting shares of a foreign parent corporation are issued	166
or transferred in consideration in whole or in part for the	167
transfer of such assets to one or more of its domestic	168
subsidiaries.	169

"Transferee corporation" in a combination means the	170
corporation, domestic or foreign, to which the assets are	171
transferred, and "transferor corporation" in a combination means	172
the corporation, domestic or foreign, transferring such assets and	173
to which, or to the shareholders of which, the voting shares of	174
the domestic or foreign corporation are issued or transferred.	175

(R) "Majority share acquisition" means the acquisition of	176
shares of a corporation, domestic or foreign, entitling the holder	177
of the shares to exercise a majority of the voting power in the	178
election of directors of such corporation without regard to voting	179
power that may thereafter exist upon a default, failure, or other	180
contingency, by either of the following:	181

(1) A domestic corporation in consideration in whole or in	182
part, for the issuance or transfer of its voting shares;	183

(2) A domestic or foreign subsidiary in consideration in	184
whole or in part for the issuance or transfer of voting shares of	185
its domestic parent.	186

(S) "Acquiring corporation" in a combination means the	187
domestic corporation whose voting shares are issued or transferred	188
by it or its subsidiary or subsidiaries to the transferor	189
corporation or corporations or the shareholders of the transferor	190
corporation or corporations; and "acquiring corporation" in a	191
majority share acquisition means the domestic corporation whose	192
voting shares are issued or transferred by it or its subsidiary in	193
consideration for shares of a domestic or foreign corporation	194
entitling the holder of the shares to exercise a majority of the	195
voting power in the election of directors of such corporation.	196

(T) When used in connection with a combination or a majority	197
share acquisition, "voting shares" means shares of a corporation,	198
domestic or foreign, entitling the holder of the shares to vote at	199
the time in the election of directors of such corporation without	200
regard to voting power which may thereafter exist upon a default,	201
failure, or other contingency.	202

(U) "An emergency" exists when the governor, or any other	203
person lawfully exercising the power and discharging the duties of	204
the office of governor, proclaims that an attack on the United	205
States or any nuclear, atomic, or other disaster has caused an	206
emergency for corporations, and such an emergency shall continue	207
until terminated by proclamation of the governor or any other	208
person lawfully exercising the powers and discharging the duties	209
of the office of governor.	210

(V) "Constituent corporation" means an existing corporation	211
merging into or into which is being merged one or more other	212
entities in a merger or an existing corporation being consolidated	213
with one or more other entities into a new entity in a	214
consolidation, whether any of the entities is domestic or foreign,	215
and "constituent entity" means any entity merging into or into	216
which is being merged one or more other entities in a merger, or	217
an existing entity being consolidated with one or more other	218
entities into a new entity in a consolidation, whether any of the	219
entities is domestic or foreign.	220

(W) "Surviving corporation" means the constituent domestic or	221
foreign corporation that is specified as the corporation into	222
which one or more other constituent entities are to be or have	223
been merged, and "surviving entity" means the constituent domestic	224
or foreign entity that is specified as the entity into which one	225
or more other constituent entities are to be or have been merged.	226

(X) "Close corporation agreement" means an agreement that	227
satisfies the three requirements of division (A) of section	228
1701.591 of the Revised Code.	229

(Y) "Issuing public corporation" means a domestic corporation	230
with fifty or more shareholders that has its principal place of	231
business, its principal executive offices, assets having	232
substantial value, or a substantial percentage of its assets	233
within this state, and as to which no valid close corporation	234
agreement exists under division (H) of section 1701.591 of the	235
Revised Code.	236

(Z)(1) "Control share acquisition" means the acquisition,	237
directly or indirectly, by any person of shares of an issuing	238
public corporation that, when added to all other shares of the	239
issuing public corporation in respect of which suchthe person may	240
exercise or direct the exercise of voting power as provided in	241
this division, would entitle suchthe person, immediately after	242
suchthe acquisition, directly or indirectly, alone or with	243
others, to exercise or direct the exercise of the voting power of	244
the issuing public corporation in the election of directors within	245
any of the following ranges of such voting power:	246

(a) One-fifth or more but less than one-third of such voting	247
power;	248

(b) One-third or more but less than a majority of such voting	249
power;	250

(c) A majority or more of such voting power.

251

A bank, broker, nominee, trustee, or other person whothat	252
acquires shares in the ordinary course of business for the benefit	253
of others in good faith and not for the purpose of circumventing	254
section 1701.831 of the Revised Code shall, however, be deemed to	255
have voting power only of shares in respect of which such person	256
would be able, without further instructions from others, to	257
exercise or direct the exercise of votes on a proposed control	258
share acquisition at a meeting of shareholders called under	259
section 1701.831 of the Revised Code.	260

(2) The acquisition by any person of any shares of an issuing	261
public corporation does not constitute a control share acquisition	262
for the purpose of section 1701.831 of the Revised Code if the	263
acquisition was or is consummated in, results from, or is the	264
consequence of any of the following circumstances:	265

(a) Prior to November 19, 1982;

266

(b) Pursuant to a contract existing prior to November 19,	267
1982;	268

(c) By bequest or inheritance, by operation of law upon the	269
death of an individual, or by any other transfer without valuable	270
consideration, including a gift, that is made in good faith and	271
not for the purpose of circumventing section 1701.831 of the	272
Revised Code;	273

(d) Pursuant to the satisfaction of a pledge or other	274
security interest created in good faith and not for the purpose of	275
circumventing section 1701.831 of the Revised Code;	276

(e) Pursuant to a merger or consolidation adopted, or a	277
combination or majority share acquisition authorized, by vote of	278
the shareholders of the issuing public corporation in compliance	279
with section 1701.78, 1701.781, 1701.79, 1701.791, or 1701.83 of	280
the Revised Code, or pursuant to a merger adopted in compliance	281
with section 1701.802 of the Revised Code;	282

(f) The person's being entitled, immediately thereafter, to	283
exercise or direct the exercise of voting power of the issuing	284
public corporation in the election of directors within the same	285
range theretofore attained by that person either in compliance	286
with the provisions of section 1701.831 of the Revised Code or as	287
a result solely of the issuing public corporation's purchase of	288
shares issued by it.	289

The acquisition by any person of shares of an issuing public	290
corporation in a manner described under division (Z)(2) of this	291
section shall be deemed a control share acquisition authorized	292
pursuant to section 1701.831 of the Revised Code within the range	293
of voting power under division (Z)(1)(a), (b), or (c) of this	294
section that such person is entitled to exercise after suchthe	295
acquisition, provided, in the case of an acquisition in a manner	296
described under division (Z)(2)(c) or (d) of this section, the	297
transferor of shares to such person had previously obtained any	298
authorization of shareholders required under section 1701.831 of	299
the Revised Code in connection with suchthe transferor's	300
acquisition of shares of the issuing public corporation.	301

(3) The acquisition of shares of an issuing public	302
corporation in good faith and not for the purpose of circumventing	303
section 1701.831 of the Revised Code from any person whose control	304
share acquisition previously had been authorized by shareholders	305
in compliance with section 1701.831 of the Revised Code, or from	306
any person whose previous acquisition of shares of an issuing	307
public corporation would have constituted a control share	308
acquisition but for division (Z)(2) or (3) of this section, does	309
not constitute a control share acquisition for the purpose of	310
section 1701.831 of the Revised Code unless such acquisition	311
entitles the person making the acquisition, directly or	312
indirectly, alone or with others, to exercise or direct the	313
exercise of voting power of the corporation in the election of	314
directors in excess of the range of such voting power authorized	315
pursuant to section 1701.831 of the Revised Code, or deemed to be	316
so authorized under division (Z)(2) of this section.	317

(AA) "Acquiring person" means any person who has delivered an	318
acquiring person statement to an issuing public corporation	319
pursuant to section 1701.831 of the Revised Code.	320

(BB) "Acquiring person statement" means a written statement	321
that complies with division (B) of section 1701.831 of the Revised	322
Code.	323

(CC)(1) "Interested shares" means the shares of an issuing	324
public corporation in respect of which any of the following	325
persons may exercise or direct the exercise of the voting power of	326
the corporation in the election of directors:	327

(a) An acquiring person;

328

(b) Any officer of the issuing public corporation elected or	329
appointed by the directors of the issuing public corporation;	330

(c) Any employee of the issuing public corporation who is	331
also a director of such corporation;	332

(d) Any person that acquires such shares for valuable	333
consideration during the period beginning with the date of the	334
first public disclosure of a proposal for, or expression of	335
interest in, a control share acquisition of the issuing public	336
corporation; a transaction pursuant to section 1701.76, 1701.78,	337
1701.781, 1701.79, 1701.791, 1701.83, or 1701.86 of the Revised	338
Code that involves the issuing public corporation or its assets;	339
or any action that would directly or indirectly result in a change	340
in control of the issuing public corporation or its assets, and	341
ending on the record date established by the directors pursuant to	342
section 1701.45 and division (D) of section 1701.831 of the	343
Revised Code, if either of the following applies:	344

(i) The aggregate consideration paid or given by the person	345
who acquired the shares, and any other persons acting in concert	346
with the person, for all such shares exceeds two hundred fifty	347
thousand dollars;	348

(ii) The number of shares acquired by the person who acquired	349
the shares, and any other persons acting in concert with the	350
person, exceeds one-half of one per cent of the outstanding shares	351
of the corporation entitled to vote in the election of directors.	352

(e) Any person that transfers such shares for valuable	353
consideration after the record date described in division	354
(CC)(1)(d) of this section as to shares so transferred, if	355
accompanied by the voting power in the form of a blank proxy, an	356
agreement to vote as instructed by the transferee, or otherwise.	357

(2) If any part of this division is held to be illegal or	358
invalid in application, the illegality or invalidity does not	359
affect any legal and valid application thereof or any other	360
provision or application of this division or section 1701.831 of	361
the Revised Code that can be given effect without the invalid or	362
illegal provision, and the parts and applications of this division	363
are severable.	364

(DD) "Certificated security" and "uncertificated security"	365
have the same meanings as in section 1308.01 of the Revised Code.	366

(EE) "Entity" means any of the following:

367

(1) A for profit corporation existing under the laws of this	368
state or any other state;	369

(2) Any of the following organizations existing under the	370
laws of this state, the United States, or any other state:	371

(a) A business trust or association;

372

(b) A real estate investment trust;

373

(c) A common law trust;

374

(d) An unincorporated business or for profit organization,	375
including a general or limited partnership;	376

(e) A limited liability company;

377

(f) A nonprofit corporation.

378

Sec. 1701.10.  (A) After incorporation, all of the following	379
apply:	380

(1) If the initial directors are named in the articles, the	381
initial directors shall hold an organizational meeting, at the	382
call of a majority of the directors, to complete the organization	383
of the corporation by receiving subscriptions, appointing	384
officers, adopting regulations, and carrying on any other business	385
brought before the meeting.	386

(2) If the initial directors are not named in the articles,	387
the incorporator or incorporators either shall receive	388
subscriptions as provided in division (A) of section 1701.09 of	389
the Revised Code or shall hold an organizational meeting at the	390
call of a majority of the incorporators to elect directors who	391
shall complete the organization of the corporation as provided in	392
division (A)(1) of this section. If subscriptions for shares are	393
received by the incorporators, the incorporators, or a majority of	394
them, shall give not less than seven days' written notice to the	395
shareholders, unless written notice is waived by the shareholders,	396
to meet at a specified time and place for the purposes of adopting	397
regulations, electing directors, and transacting any other	398
business. The shareholders shall meet for those purposes at the	399
time and place specified.	400

(3) Notwithstanding divisions (A)(1) and (2) of this section,	401
if regulations have not been adopted within ninety days after the	402
formation of the corporation, regulations may be adopted only by	403
the shareholders in either of the following ways:	404

(a) At a meeting of shareholders called for that purpose by	405
the directors or, if no directors have been named in the articles	406
or elected, at a meeting of shareholders called for that purpose	407
by at least a majority of the incorporators. The directors or	408
incorporators shall give not less than seven days' written notice	409
to the shareholders, unless written notice is waived by the	410
shareholders, to meet at a specified time and place for the	411
purposes of adopting regulations and transacting any other	412
business;	413

(b) Without a meeting, by the written consent of the holders	414
of shares entitling them to exercise two-thirds of the voting	415
power on the proposal.	416

(4) In no event may the directors take any action to adopt or	417
amend regulations after the shareholders have adopted regulations	418
as provided in section 1701.11 of the Revised Code.	419

(B) Action required or permitted by this chapter to be taken	420
by the incorporators at an organizational meeting may be taken	421
without a meeting if the action taken is evidenced by one or more	422
written consents describing the action taken and signed by each	423
incorporator.	424

(C) An organizational meeting may be held in or out of this	425
state.	426

Sec. 1701.11.  (A)(1) Regulations for the government of a	427
corporation, the conduct of its affairs, and the management of its	428
property, consistent with law and the articles, may be adopted,	429
amended, or repealed in any of the following ways:	430

(a) Within ninety days after the corporation is formed, by	431
the directors in accordance with division (A)(1) of section	432
1701.10 of the Revised Code;	433

(b) By the shareholders at a meeting held for that purpose,	434
by the affirmative vote of the holders of shares entitling them to	435
exercise a majority of the voting power of the corporation on the	436
proposal, or if the articles or regulations that have been adopted	437
so provide, by the affirmative vote of the holders entitling them	438
to exercise a greater proportion than a majority of the voting	439
power of the corporation on the proposal;	440

(c) Without a meeting, by the written consent of the holders	441
of shares entitling them to exercise two-thirds of the voting	442
power of the corporation on the proposal.	443

(2) Except as otherwise provided in division (A)(4) of this	444
section, the regulations may be amended, or new regulations may be	445
adopted, in either of the following ways:	446

(a) By the shareholders at a meeting held for that purpose,	447
by the affirmative vote of the holders of shares entitling them to	448
exercise a majority of the voting power of the corporation on the	449
proposal;	450

(b) Without a meeting, by the written consent of the holders	451
of shares entitling them to exercise two-thirds of the voting	452
power of the corporation on the proposal.	453

(3) Except as otherwise provided in division (A)(4) of this	454
section, or if the articles or regulations that have been adopted	455
so provide or permit, regulations may be adopted or amended or new	456
regulations may be adopted by the affirmative vote or written	457
consent of the holders of shares entitling them to exercise a	458
greater or lesser proportion but not less than a majority of the	459
voting power of the corporation on the proposal;	460

(d) If and to the extent that the articles or regulations so	461
provide or permit and unless a provision of the Revised Code	462
reserves such authority to shareholders, by the directors,	463
provided that no provision or permission in the articles or	464
regulations may divest shareholders of the power, or limit the	465
shareholders' power, to adopt, amend, or repeal regulations.	466

(4)(2) Any amendment of regulations and any amended or new	467
regulations adopted by shareholders of an issuing public	468
corporation whose directors are classified pursuant to section	469
1701.57 of the Revised Code that would change or eliminate the	470
classification of directors shall be adopted only by the	471
shareholders only at a meeting held for that purpose, by the	472
affirmative vote of holders of shares entitling them to exercise	473
the voting power of the corporation that is required for	474
shareholders at a meeting under division (A)(2)(a) or (3)(A)(1)(b)	475
of this section, and also by the affirmative vote of the holders	476
of a majority of disinterested shares voted on the proposal	477
determined as specified in division (C)(9) of section 1704.01 of	478
the Revised Code.	479

(B) Without limiting the generality of the authority	480
described in division (A) of this section, the regulations may	481
include provisions with respect to all of the following:	482

(1) The place, if any, and time for holding, the manner of	483
and authority for calling, giving notice of, and conducting, and	484
the requirements of a quorum for, meetings of shareholders;	485

(2) The taking of a record of shareholders or the temporary	486
closing of books against transfers of shares;	487

(3) The number, classification, manner of fixing or changing	488
the number, qualifications, term of office, and compensation or	489
manner of fixing compensation, of directors;	490

(4) The place, if any, and time for holding, the manner of	491
and authority for calling, giving notice of, and conducting, and	492
the requirements of a quorum for, meetings of the directors;	493

(5) The appointment of an executive and other committees of	494
the directors, and their authority;	495

(6) The titles, qualifications, duties, term of office,	496
compensation or manner of fixing compensation, and the removal, of	497
officers;	498

(7) The terms on which new certificates for shares may be	499
issued in the place of lost, stolen, or destroyed certificates;	500

(8) The manner in which and conditions upon which a	501
certificated security, and the conditions upon which an	502
uncertificated security, and the shares represented by a	503
certificated or uncertificated security, may be transferred,	504
restrictions on the right to transfer the shares, and reservations	505
of liens on the shares;	506

(9)(a) Restrictions on the transfer and the right to transfer	507
shares of either of the following:	508

(i) An issuing public corporation to any person in a control	509
share acquisition;	510

(ii) A corporation with fifty or more shareholders to any	511
person in an acquisition that would be a control share acquisition	512
if the corporation were an issuing public corporation.	513

(b) The restrictions on the transfer and the right to	514
transfer shares described in division (B)(9)(a)(i) and (ii) of	515
this section may include requirements and procedures for consent	516
to an acquisition of the shares by directors based on a	517
determination by the directors of the best interests of the	518
corporation and its shareholders, consent to an acquisition of the	519
shares by shareholders, and reasonable sanctions for a violation	520
of those requirements, including the right of the corporation to	521
refuse to transfer, to redeem, or to deny voting or other	522
shareholder rights appurtenant to shares acquired in an	523
acquisition of the shares.	524

(10) Defining, limiting, or regulating the exercise of the	525
authority of the corporation, the directors, or the officers, or	526
all the shareholders;	527

(11) Defining, limiting, or regulating the exercise of the	528
authority of the shareholders; provided, that any amendment of the	529
regulations that would change or eliminate any such provision	530
shall be adopted only by the shareholders.	531

(C) The shareholders of a corporation may adopt and may	532
authorize the directors to adopt, either before or during an	533
emergency, as that term is defined in division (U) of section	534
1701.01 of the Revised Code, emergency regulations that shall be	535
operative only during an emergency. The emergency regulations may	536
include any provisions that are authorized to be included in	537
regulations by divisions (A) and (B) of this section. In addition,	538
unless expressly prohibited by the articles or the regulations,	539
the emergency regulations may make any provision, notwithstanding	540
any different provisions in this chapter and notwithstanding any	541
different provisions in the articles or the regulations that are	542
not expressly stated to be operative during an emergency, that may	543
be practical or necessary with respect to the following:	544

(1) The place, if any, and time for holding, the manner of	545
and authority for calling, giving notice of, and conducting, and	546
the requirements of a quorum for, meetings of the directors;	547

(2) The creation and appointment of an executive and other	548
committees of the directors and the delegation of authority to the	549
committees by the board;	550

(3) The creation, existence, and filling of vacancies,	551
including temporary vacancies, in the office of director;	552

(4) The selection, by appointment, election, or otherwise, of	553
officers and other persons to serve as directors for a meeting of	554
the board in the absence from the meeting of one or more of the	555
directors;	556

(5) The creation, existence, and filling of vacancies,	557
including temporary vacancies, in any office;	558

(6) The order of rank and the succession to the duties and	559
authority of officers.	560

(D) If(1) Unless the corporation complies with division	561
(D)(2) of this section, if the regulations are amended or new	562
regulations are adopted, without a meeting of the shareholders	563
other than by the shareholders at a meeting held for that purpose,	564
the secretary of the corporation shall send a copy of the	565
amendment or the new regulations by mail, overnight delivery	566
service, or any other means of communication authorized by the	567
shareholder to whom a copy of the amendment or new regulations are	568
is sent, to each shareholder who would have been entitled to vote	569
on the adoption of the amendment or the new regulations and did	570
not participate inof record as of the date of the adoption of the	571
amendment or the new regulations.	572

(2) Any corporation that files periodic reports with the	573
United States securities and exchange commission pursuant to	574
section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881,	575
15 U.S.C. 78m, as amended, or section 15(d) of the "Securities	576
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended,	577
may satisfy the notice to shareholders of record requirement of	578
division (D)(1) of this section by including a copy of the	579
amendment or the new regulations in a report filed in accordance	580
with those sections within twenty days after the adoption of the	581
amendment or the new regulations.	582

(E) No person dealing with the corporation shall be charged	583
with constructive notice of the regulations.	584

(F) Unless expressly prohibited by the articles or the	585
regulations or unless otherwise provided by the emergency	586
regulations, the following special rules shall be applicable	587
during an emergency notwithstanding any different provision	588
elsewhere in this chapter:	589

(1) Meetings of the directors may be called by any officer or	590
director.	591

(2) Notice of the time and place of each meeting of the	592
directors shall be given to such of the directors as it may be	593
feasible to reach at the time and by the means of communication,	594
written or oral, personal or mass, as may be practicable at the	595
time.	596

(3) The director or directors present at any meeting of the	597
directors that has been duly called and notice of which has been	598
duly given shall constitute a quorum for the meeting, and, in the	599
absence of one or more of the directors, the director or directors	600
present may appoint one or more of the officers of the corporation	601
directors for the meeting.	602

(4) If none of the directors attends a meeting of the	603
directors that has been duly called and notice of which has been	604
duly given, the officers of the corporation who are present, not	605
exceeding three, in order of rank, shall be directors for the	606
meeting, shall constitute a quorum for the meeting, and may	607
appoint one or more of the other officers of the corporation	608
directors for the meeting.	609

(5) If the chief executive officer dies, is missing, or for	610
any other reason is temporarily or permanently incapable of	611
discharging the duties of the office, the next ranking officer who	612
is available shall assume the duties and authority of the office	613
of the deceased, missing, or incapacitated chief executive officer	614
until such time as the directors shall otherwise order.	615

(6) The offices of secretary and treasurer shall be deemed to	616
be of equal rank, and, within the same office and as between the	617
offices of secretary and treasurer, rank shall be determined by	618
priority in time of the first election to the office or, if two or	619
more persons have been first elected to the office at the same	620
time, by seniority in age.	621

Sec. 1701.17. (A) A corporation by its directors, upon such	622
terms as it may impose, may provide and carry out plans for the	623
issuance, offering, or sale, or for the grant of options, to	624
employees of the corporation or of subsidiary corporations, or to	625
a trustee on their behalf, during the period of their employment	626
or other period, of, or with respect to, any unissued shares,	627
treasury shares, or shares to be purchased, which plans may	628
provide for the payment for such shares at one time or in	629
installments, or for the establishment of special funds in which	630
employees may participate. Shares otherwise subject to pre-emptive	631
rights may be offered or sold under suchthese plans only when	632
released from pre-emptive rights.	633

(B)(1) The directors, or a committee of the directors, may	634
delegate the authority described in division (A) of this section	635
to one or more officers if the resolution authorizing the	636
delegation specifies the total number of shares or options that	637
the officer or officers may award and the terms on which any	638
shares may be issued, offered, or sold or the terms of any	639
options.	640

(2) The directors may not authorize any officer described in	641
division (B)(1) of this section to designate that officer as a	642
recipient of any shares or options with respect to shares.	643

Sec. 1701.18.  (A) Except as provided in the case of change	644
of shares, share dividends or distributions, reorganization,	645
merger, consolidation, combination, or conversion of shares or	646
obligations into shares, the following apply:	647

(1) Payment of consideration for shares shall be made with	648
money or other property of any description, or any interest in	649
property, actually transferred to the corporation, or labor or	650
services actually rendered to the corporationcash, property,	651
services rendered, a promissory note, or any other binding	652
obligation to contribute cash or property or to perform services;	653
by providing any other benefit to the corporation; or with any	654
combination of these.	655

(2) In the case of shares with par value, other than treasury	656
shares, the consideration shall be not less than the par value of	657
the shares, provided that the shares may be sold and paid for at	658
such a discount from the par value of the shares that would amount	659
to or not exceed reasonable compensation for the sale,	660
underwriting, or purchase of the shares, and, regardless of the	661
discount, the shares shall be deemed to be fully paid.	662

(3) In the case of treasury shares with par value, the	663
consideration may be less than the par value of the shares.	664

(B) Promissory notes, drafts, or other obligations of a	665
subscriber or purchaser do not constitute payment for shares.	666

(C) An agreement by a person to perform services as the	667
consideration for shares does not, of itself, constitute the	668
person a shareholder and does not, of itself, constitute payment	669
for such shares prior to the performance of the services.	670

(D) Except in the case of convertible shares or obligations,	671
shares with par value shall not be issued or disposed of upon	672
change of shares, share dividends or distributions,	673
reorganization, merger, consolidation, exchange of shares for	674
other shares or securities, or otherwise, if as a result the	675
aggregate liabilities of the corporation plus its stated capital	676
would exceed its aggregate assets or any existing excess would be	677
increased.	678

(E) When shares have been issued as provided in this chapter,	679
in the case of change of shares, share dividends or distributions,	680
reorganization, merger, consolidation, or conversion of shares or	681
obligations into shares, or when shares have been paid for in	682
conformity with this section, such shares shall be deemed fully	683
paid and nonassessable.	684

(F) Every person who subscribes for or purchases shares of a	685
corporation is liable to the corporation to pay or deliver to the	686
corporation the consideration agreed upon, and, except as provided	687
in division (A) of this section, if the shares are with par value,	688
the person is obligated to pay to the corporation for the shares	689
in money or other property or servicesconsideration not less than	690
the full par value of the shares. The person is not liable to the	691
corporation or its creditors in any other amount.	692

(G) Every holder, whether the original or a transferee, of	693
shares not paid for as provided in this section, who has acquired	694
them with actual knowledge of that fact, is personally liable to	695
the corporation for the amount unpaid on the shares, and the	696
holder's liability shall continue notwithstanding any transfer of	697
the shares, until the shares are paid in full; but no holder who	698
has acquired the shares without actual knowledge of the fact that	699
the shares are not paid for is under any liability in respect of	700
the shares.	701

(H) No pledgee or other holder of shares as collateral	702
security is personally liable as a shareholder.	703

(I) No person who in fact, whether disclosed on the records	704
of the corporation or otherwise, holds shares as executor,	705
administrator, guardian, trustee, trustee of a voting trust,	706
receiver, or in any other fiduciary capacity is personally liable	707
as a shareholder, but the estate or property in the hands of such	708
fiduciary is liable or the real or beneficial owner is liable	709
under this section as equity may require. This section does not	710
relieve a fiduciary from liability for a breach of trust.	711

(J) Except as set forth in any provision in Title LVII of the	712
Revised Code, neither a shareholder of a corporation nor a	713
subscriber to its shares is personally liable for any debts,	714
obligations, or liabilities of the corporation in the absence of a	715
written, enforceable agreement that is signed by the shareholder	716
or subscriber and that specifically undertakes liability for such	717
debts, obligations, or liabilities.	718

Sec. 1701.19.  (A) When a determination of the fair value to	719
a corporation of property other than money or of services is made	720
by the incorporators, directors, or shareholders with respect to	721
property transferred or to be transferred, or services rendered or	722
to be rendered,consideration, other than cash, paid or to be paid	723
to the corporation as consideration for shares; or made by the	724
directors with respect to property voluntarily contributed to the	725
corporation; or made by the directors with respect to physical	726
assets of the corporation whichthat are reckoned by the directors	727
to have a fair value to the corporation in excess of the amount at	728
which they are carried on its books; or provided for in a plan of	729
reorganization confirmeddecree or order as provided in section	730
1701.75 of the Revised Code or set forth in an agreement of merger	731
or consolidation adopted as provided in section 1701.78, 1701.79,	732
1701.80, or 1701.801 of the Revised Code, then suchthe	733
determination shall be conclusive in any action or proceeding in	734
which it is claimed that the fair value to the corporation of such	735
consideration or property or of such services is or was less than	736
the value so determined, unless the party asserting sucha claim	737
affirmatively proves by clear and convincing evidence, and	738
otherwise than by proving the difference between the value of such	739
consideration or property, or of such services, and the fair value	740
so determined, that suchthe determination was knowingly and	741
intentionally made, by the persons making the determination, at a	742
value greater than the fair value of such consideration or	743
property or of such services to the corporation.	744

(B) The making of an agreement to issue or dispose of shares	745
for property or consideration other than money or for services	746
cash or the issuance or disposition of shares in consummation of	747
any agreement or transaction referred to in division (A) of this	748
section shall be held to be a determination that the property or	749
the servicesother consideration involved havehas a fair value to	750
the corporation not less than the value required to justify the	751
issuance or disposition of such shares.	752

Sec. 1701.40.  (A) Meetings of shareholders may be called by	753
any of the following:	754

(1) The chairperson of the board, the president, or, in case	755
of the president's absence, death, or disability, the	756
vice-president authorized to exercise the authority of the	757
president;	758

(2) The directors by action at a meeting, or a majority of	759
the directors acting without a meeting;	760

(3) Persons who hold twenty-five per cent of all shares	761
outstanding and entitled to vote at the meeting, unless the	762
articles or, the regulations adopted by the shareholders, or the	763
regulations adopted by the directors pursuant to division (A)(1)	764
of section 1701.10 of the Revised Code specify for that purpose a	765
smaller or larger proportion but not in excess of fifty per cent;	766

(4) Such other officers or persons as the articles or the	767
regulations authorize to call the meetings.	768

(B) Meetings of shareholders may be held either within or	769
without this state if so provided in the articles or the	770
regulations. The articles or regulations may authorize the	771
directors to determine that the meeting shall not be held at any	772
physical place, but instead may be held solely by means of	773
communications equipment as authorized by division (C) of this	774
section. If the corporation is an issuing public corporation and	775
the articles or regulations do not require that a meeting be held	776
at a particular physical place and also authorize the directors to	777
fix the place of the meeting, the directors may determine that the	778
meeting shall not be held at any physical place, but instead may	779
be held solely by means of communications equipment as authorized	780
by division (C) of this section. In the absence of any such	781
provision, all meetings shall be held at the principal office of	782
the corporation in this state.	783

(C) If authorized by the directors, the shareholders and	784
proxyholders who are not physically present at a meeting of	785
shareholders may attend a meeting of shareholders by use of	786
communications equipment that enables the shareholder or	787
proxyholder an opportunity to participate in the meeting and to	788
vote on matters submitted to the shareholders, including an	789
opportunity to read or hear the proceedings of the meeting and to	790
speak or otherwise participate in the proceedings	791
contemporaneously with those physically present. Any shareholder	792
using communications equipment will be deemed present in person at	793
the meeting whether the meeting is to be held at a designated	794
place or solely by means of communications equipment. The	795
directors may adopt guidelines and procedures for the use of	796
communications equipment in connection with a meeting of	797
shareholders to permit the corporation to verify that a person is	798
a shareholder or proxyholder and to maintain a record of any vote	799
or other action.	800

Sec. 1701.41.  (A) Written notice stating the time, place, if	801
any, and purposes of a meeting of the shareholders, and the means,	802
if any, by which shareholders can be present and vote at the	803
meeting through the use of communications equipment shall be given	804
either by personal delivery or by mail, overnight delivery	805
service, or any other means of communication authorized by the	806
shareholder to whom the notice is given, not less than seven nor	807
more than sixty days before the date of the meeting unless the	808
articles or, the regulations adopted by the shareholders, or the	809
regulations adopted by the directors pursuant to division (A)(1)	810
of section 1701.10 of the Revised Code specify a longer period:	811
(1) to every shareholder of record entitled to notice of the	812
meeting; (2) by or at the direction of the president or the	813
secretary or any other person required or permitted by the	814
regulations to give that notice. If mailed or sent by overnight	815
delivery service, the notice shall be sent to the shareholder at	816
the shareholder's address as it appears on the records of the	817
corporation. If sent by another means of communication authorized	818
by the shareholder, the notice shall be sent to the address	819
furnished by the shareholder for those transmissions. Notice of	820
adjournment of a meeting need not be given if the time and place,	821
if any, to which it is adjourned and the means, if any, by which	822
shareholders can be present and vote at the adjourned meeting	823
through the use of communications equipment are fixed and	824
announced at the meeting.	825

(B) Upon request in writing delivered either in person or by	826
registered mail to the president or the secretary by any persons	827
entitled to call a meeting of shareholders, that officer shall	828
forthwith cause to be given to the shareholders entitled to notice	829
of a meeting to be held on a date not less than seven nor more	830
than sixty days after the receipt of the request, as the officer	831
may fix, unless the articles or, the regulations adopted by the	832
shareholders, or the regulations adopted by the directors pursuant	833
to division (A)(1) of section 1701.10 of the Revised Code specify	834
a longer period for this purpose. If the notice is not given	835
within fifteen days after the delivery or mailing of the request,	836
or that shorter or longer period as the articles or, the	837
regulations adopted by the shareholders, or the regulations	838
adopted by the directors pursuant to division (A)(1) of section	839
1701.10 of the Revised Code specify for this purpose, the persons	840
calling the meeting may fix the time of meeting and give notice of	841
the time of meeting as provided in division (A) of this section,	842
or cause the notice to be given by any designated representative.	843

(C) Any authorization by a shareholder to send notices given	844
pursuant to this chapter by any means other than in person or by	845
mail or overnight delivery service is revocable by written notice	846
to the corporation either by personal delivery or by mail,	847
overnight delivery service, or any other means of communication	848
authorized by the corporation. If sent by another means of	849
communication authorized by the corporation, the notice shall be	850
sent to the address furnished by the corporation for those	851
transmissions. Any authorization by a shareholder to send notices	852
given pursuant to this chapter by any means other than in person	853
or by mail or overnight delivery service will be deemed to have	854
been revoked by the shareholder if (1) the corporation has	855
attempted to make delivery of two consecutive notices in	856
accordance with that authorization, and (2) the secretary or an	857
assistant secretary of the corporation, or other person	858
responsible for giving of notice, has received notice that, or	859
otherwise believes that, delivery has not occurred. However, an	860
inadvertent failure to treat the inability to deliver notice as a	861
revocation will not invalidate any meeting of shareholders or	862
other action.	863

Sec. 1701.44.  (A) Except to the extent that the voting	864
rights of the shares of any class are increased, limited, or	865
denied by the express terms of such shares, and except as provided	866
in scrip issued in lieu of a certificate for a fraction of a	867
share, each outstanding share regardless of class shall entitle	868
the holder thereof to one vote on each matter properly submitted	869
to the shareholders for their vote, consent, waiver, release, or	870
other action, subject to the provisions with respect to cumulative	871
voting in section 1701.55 of the Revised Code.	872

(B) Unless the articles, the regulations adopted by the	873
shareholders, the regulations adopted by the directors pursuant to	874
division (A)(1) of section 1701.10 of the Revised Code, or the	875
contract of subscription for shares otherwise provides, a	876
shareholder shall be entitled to vote even though histhe	877
shareholder's shares have not been fully paid, but shares upon	878
which an installment of the consideration for such shares is	879
overdue and unpaid shall not be voted.	880

Sec. 1701.51. (A) Unless the articles or, the regulations	881
adopted by the shareholders, or the regulations adopted by the	882
directors pursuant to division (A)(1) of section 1701.10 of the	883
Revised Code otherwise provide:	884

(A) The, the shareholders present in person, by proxy, or by	885
the use of communications equipment at any meeting of shareholders	886
shall constitute a quorum for such meeting, but no action required	887
by law, the articles, or the regulations to be authorized or taken	888
by the holders of a designated proportion of the shares of any	889
particular class or of each class, may be authorized or taken by a	890
lesser proportion.	891

(B) TheUnless the articles or the regulations otherwise	892
provide, the holders of a majority of the voting shares	893
represented at a meeting, whether or not a quorum is present, may	894
adjourn such meeting from time to time.	895

Sec. 1701.54. (A) Unless the articles or, the regulations	896
adopted by the shareholders, or the regulations adopted by the	897
directors pursuant to division (A)(1) of section 1701.10 of the	898
Revised Code prohibit the authorization or taking of any action of	899
the shareholders or of the directors without a meeting, any action	900
that may be authorized or taken at a meeting of the shareholders	901
or of the directors, as the case may be, may be authorized or	902
taken without a meeting with the affirmative vote or approval of,	903
and in a writing or writings signed by all the shareholders who	904
would be entitled to notice of a meeting of the shareholders held	905
for such purpose, or all the directors, respectively, which	906
writing or writings shall be filed with or entered upon the	907
records of the corporation. Any certificate with respect to the	908
authorization or taking of any such action that is required to be	909
filed in the office of the secretary of state shall recite that	910
the authorization or taking of such action was in a writing or	911
writings approved and signed as specified in this section.	912

(B) A telegram, cablegram, electronic mail, or an electronic	913
or other transmission capable of authentication that appears to	914
have been sent by a person described in division (A) of this	915
section and that contains an affirmative vote or approval of that	916
person is a signed writing for the purposes of this section. The	917
date on which that telegram, cablegram, electronic mail, or	918
electronic or other transmission is sent is the date on which the	919
writing is signed.	920

Sec. 1701.57.  (A) Unless the articles or, the regulations	921
adopted by the shareholders, or the regulations adopted by the	922
directors pursuant to division (A)(1) of section 1701.10 of the	923
Revised Code provide for a different term (which may not exceed	924
three years from the date of his election and until hisa	925
successor is elected), each director shall hold office until the	926
next annual meeting of the shareholders and until hisa successor	927
is elected, or until histhe director's earlier resignation,	928
removal from office, or death.	929

(B) The articles or, the regulations adopted by the	930
shareholders, or the regulations adopted by the directors pursuant	931
to division (A)(1) of section 1701.10 of the Revised Code may	932
provide:	933

(1) For the classification of directors into either two or	934
three classes consisting of not less than three directors each,	935
provided that where all shares of a corporation entitled to elect	936
a class of directors are owned of record by one or two	937
shareholders, the number of directors of each class may be less	938
than three, but not less than the number of shareholders entitled	939
to elect directors of such class;	940

(2) That the terms of office of the several classes need not	941
be uniform, except that no term shall exceed the maximum period	942
specified in division (A) of this section.	943

Sec. 1701.58.  (A) The office of a director becomes vacant if	944
the director dies or resigns. A resignation shall take effect	945
immediately or at such other time as the director may specify.	946

(B) The directors may remove any director and thereby create	947
a vacancy in the board:	948

(1) If by order of court the director has been found to be of	949
unsound mind, or if the director is adjudicated a bankrupt;	950

(2) If within sixty days, or within suchany other period of	951
time as is prescribed in the articles or the regulations, from the	952
date of the director's election the director does not qualify by	953
accepting in writing the director's election to suchthat office	954
or by acting at a meeting of the directors, and by acquiring the	955
qualifications specified in the articles or the regulations; or	956
if, for such period as is prescribed in the articles or the	957
regulations, the director ceases to hold the required	958
qualifications.	959

(C) Except as otherwise provided in this division, if the	960
shareholders have a right to vote cumulatively in the election of	961
directors, then, unless the articles or, the regulations adopted	962
by the shareholders, or the regulations adopted by the directors	963
pursuant to division (A)(1) of section 1701.10 of the Revised Code	964
expressly provide that no director may be removed from office or	965
that removal of directors requires a greater vote than that	966
specified in this division, all the directors, all the directors	967
of a particular class, or any individual director may be removed	968
from office, without assigning any cause, by the vote of the	969
holders of a majority of the voting power entitling them to elect	970
directors in place of those to be removed, except that, unless all	971
the directors, or all the directors of a particular class, are	972
removed, no individual director shall be removed if the votes of a	973
sufficient number of shares are cast against the director's	974
removal that, if cumulatively voted at an election of all the	975
directors, or all the directors of a particular class, as the case	976
may be, would be sufficient to elect at least one director. In the	977
case of an issuing public corporation whose directors are	978
classified pursuant to section 1701.57 of the Revised Code, the	979
shareholders may effect a removal under this division only for	980
cause.	981

(D) If the shareholders do not have the right to vote	982
cumulatively as a result of an amendment to the articles permitted	983
by division (B)(10) of section 1701.69 of the Revised Code, then,	984
unless the articles or, the regulations adopted by the	985
shareholders, or the regulations adopted by the directors pursuant	986
to division (A)(1) of section 1701.10 of the Revised Code	987
expressly provide that no director may be removed from office or	988
that removal of directors requires a greater vote than that	989
specified in this division, all the directors, all the directors	990
of a particular class, or any individual director may be removed	991
from office, without assigning any cause, by the vote of the	992
holders of a majority of the voting power entitling them to elect	993
directors in place of those to be removed; except that in the case	994
of an issuing public corporation whose directors are classified	995
pursuant to section 1701.57 of the Revised Code, the shareholders	996
may effect that removal only for cause.	997

(E) In case of any removal pursuant to division (C) or (D) of	998
this section, a new director may be elected at the same meeting	999
for the unexpired term of each director removed. Failure to elect	1000
a director to fill the unexpired term of any director removed is	1001
deemed to create a vacancy in the board.	1002

(F) Unless the articles or the regulations otherwise provide,	1003
the remaining directors, though less than a majority of the whole	1004
authorized number of directors, may, by the vote of a majority of	1005
their number, fill any vacancy in the board for the unexpired	1006
term. Under this section, a vacancy exists if the shareholders	1007
increase the authorized number of directors but fail at the	1008
meeting at which such increase is authorized, or an adjournment of	1009
that meeting, to elect the additional directors provided for, or	1010
if the shareholders fail at any time to elect the whole authorized	1011
number of directors.	1012

Sec. 1701.62.  Unless the articles or, the regulations	1013
adopted by the shareholders, or the regulations adopted by the	1014
directors pursuant to division (A)(1) of section 1701.10 of the	1015
Revised Code otherwise provide, and subject to the exceptions,	1016
applicable during an emergency, as that term is defined in section	1017
1701.01 of the Revised Code, for which provision is made in	1018
division (F) of section 1701.11 of the Revised Code, a majority of	1019
the whole authorized number of directors is necessary to	1020
constitute a quorum for a meeting of the directors, except that a	1021
majority of the directors in office constitutes a quorum for	1022
filling a vacancy in the board. The act of a majority of the	1023
directors present at a meeting at which a quorum is present is the	1024
act of the board, unless the act of a greater number is required	1025
by the articles, the regulations adopted by the shareholders, the	1026
regulations adopted by the directors pursuant to division (A)(1)	1027
of section 1701.10 of the Revised Code, or the bylaws.	1028

Sec. 1701.63.  (A) The regulations may provide for the	1029
creation by the directors of an executive committee or any other	1030
committee of the directors, to consist of one or more directors,	1031
and may authorize the delegation to any such committee of any of	1032
the authority of the directors, however conferred, other than the	1033
authority of filling vacancies among the directors or in any	1034
committee of the directors and other than the authority to adopt,	1035
amend, or repeal regulations.	1036

(B) The directors may appoint one or more directors as	1037
alternate members of any committee described in division (A) of	1038
this section, who may take the place of any absent member or	1039
members at any meeting of the particular committee.	1040

(C) Each committee described in division (A) of this section	1041
shall serve at the pleasure of the directors, shall act only in	1042
the intervals between meetings of the directors, and shall be	1043
subject to the control and direction of the directors.	1044

(D) Unless otherwise provided in the regulations or ordered	1045
by the directors, any committee described in division (A) of this	1046
section may act by a majority of its members at a meeting or by a	1047
writing or writings signed by all of its members.	1048

(E) Unless participation by members of any committee	1049
described in division (A) of this section at a meeting by means of	1050
communications equipment is prohibited by the articles, the	1051
regulations, or an order of the directors, meetings of the	1052
particular committee may be held through any communications	1053
equipment if all persons participating can hear each other.	1054
Participation in a meeting pursuant to this division constitutes	1055
presence at the meeting.	1056

(F) An act or authorization of an act by any committee	1057
described in division (A) of this section within the authority	1058
delegated to it shall be as effective for all purposes as the act	1059
or authorization of the directors.	1060

(G) Unless otherwise provided in the articles, the	1061
regulations, or the resolution of the directors creating a	1062
committee described in division (A) of this section, a committee	1063
described in division (A) of this section may create one or more	1064
subcommittees, each subcommittee to consist of one or more members	1065
of the committee, and may delegate to a subcommittee any or all of	1066
the powers and authority of the committee.	1067

Sec. 1701.73.  (A)(1) Upon the adoption of any amendment or	1068
amended articles, a certificate containing a copy of the	1069
resolution adopting the amendment or amended articles, a statement	1070
of the manner of its adoption, and, in the case of adoption of the	1071
resolution by the incorporators or directors, a statement of the	1072
basis for such adoption, shall be filed with the secretary of	1073
state, and thereupon the articles shall be amended accordingly,	1074
any change of shares provided for in the amendment or amended	1075
articles shall become effective, and the amended articles shall	1076
supersede the existing articles. When	1077

(2) Except as provided in division (A)(3) of this section,	1078
when an amendment or amended articles are adopted by the directors	1079
pursuant to section 1701.70 of the Revised Code, the corporation	1080
shall send notice of the amendment or amended articles, and a copy	1081
or summary thereof, by mail, overnight delivery service, or any	1082
other means of communication authorized by the shareholder to whom	1083
the notice and copy or summary are sent, to each shareholder of	1084
the corporation of record as of the date on which the directors	1085
approved the amendment or amended articles. The notice shall be	1086
sent to the shareholders within twenty days after the filing of	1087
the certificate required by this division (A)(1) of this section.	1088

(3) Any corporation that files periodic reports with the	1089
United States securities and exchange commission pursuant to	1090
section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881,	1091
15 U.S.C. 78m, as amended, or section 15(d) of the "Securities	1092
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended,	1093
may satisfy the notice to shareholders of record requirement of	1094
division (A)(2) of this section by including a copy or summary of	1095
the amendment or amended articles in a report filed in accordance	1096
with those provisions within twenty days after the filing of the	1097
certificate required by division (A)(1) of this section.	1098

(B) When an amendment or amended articles are adopted by the	1099
incorporators, the certificate described in division (A)(1) of	1100
this section shall be signed by each of them.	1101

(C) When an amendment or amended articles are adopted by the	1102
directors or by the shareholders, the certificate described in	1103
division (A)(1) of this section shall be signed by any authorized	1104
officer.	1105

(D) A copy of an amendment or amended articles changing the	1106
name of a corporation or its principal office in this state,	1107
certified by the secretary of state, may be filed for record in	1108
the office of the county recorder of any county in this state, and	1109
for such recording, the county recorder shall charge and collect	1110
the same fee as provided for in division (A) of section 317.32 of	1111
the Revised Code. SuchThe copy shall be recorded in the records	1112
of deeds.	1113

Sec. 1701.75.  (A) A corporation,If an order of relief has	1114
been entered pursuant to the federal Bankruptcy Code, 11 U.S.C.	1115
101, as amended, or if a plan of reorganization of which shall	1116
havehas been confirmed by the decree or order of a court of	1117
competent jurisdiction pursuant to the provisions of any other	1118
applicable statute of the United States relating to reorganization	1119
of corporations, a corporation may put into effect and carry out	1120
the plan and theany decrees and orders of the court relative	1121
thereto,in the bankruptcy or reorganization proceeding and may	1122
take any proceeding and do any actcorporate action provided in	1123
the plan or directed by such decrees and orders, without further	1124
action by its directors or shareholders. Such authorityAuthority	1125
may be exercised, and such proceedings and actscorporate actions	1126
may be taken or done, as directed by such decrees or orders, by	1127
the trustee or trustees of suchthe corporation appointed or	1128
elected in the bankruptcy or reorganization proceedings (or a	1129
majority thereof), or if none shall have been appointed or elected	1130
and acting, by designated officers of the corporation, or by a	1131
master or other representative appointed by the court, with like	1132
effect as if exercised and taken by unanimous action of the	1133
directors and shareholders of the corporation.	1134

(B) A corporation,If authorized in the manner provided in	1135
division (A) of this section, but without limiting the generality	1136
thereof, a corporation may: amend its articles in any respect;	1137
amend or repeal its regulations or adopt new regulations; name,	1138
constitute, reconstitute, classify, or reclassify its directors	1139
and appoint directors and officers in place of or in addition to	1140
some or all of the directors or officers then in office; make any	1141
lawful change in its stated capital; make a determination of the	1142
fair value to the corporation of its assets; transfer all or a	1143
part of its assets; merge; consolidate; remove or appoint a	1144
statutory agent; authorize the granting of option rights in	1145
respect of shares and other securities; authorize the issuing of	1146
notes, bonds, and other evidences of indebtedness, whether or not	1147
convertible into shares or other securities; lease its property to	1148
any corporation; dissolve; or effect any other change authorized	1149
by this chapter.	1150

(C) If a plan of reorganization provides for or effects an	1151
amendment to the articles is adopted or the merger, consolidation,	1152
or dissolution of a corporation is authorized in the manner	1153
provided in division (A)(1) of this section, or if a plandecree	1154
or order having such a result is modified in respect of suchan	1155
amendment, merger, consolidation, or dissolution, then a	1156
certificate of reorganization or an amended certificate of	1157
reorganization, as the case may be, setting forth such portions of	1158
the plan of reorganizationdecree or order or modification thereof	1159
as would otherwise be required to be set forth in a certificate of	1160
amendment, an agreement of merger or consolidation, or a	1161
certificate of dissolution (and, if desired, any other portions	1162
thereof) shall be filed in the office of the secretary of state	1163
and shall operate to effect suchthe amendment, merger,	1164
consolidation, or dissolution. SuchThe certificate shall be made,	1165
subscribed, and filed as may be directed by suchthe decrees or	1166
orders, or, in the absence of such direction, by the president or	1167
a vice-president and the secretary or an assistant secretary. The	1168
certificate shall contain a statement that the plan of	1169
reorganizationprovision for making the certificate has been	1170
confirmedauthorized by the decree or order of the court	1171
designated in the certificate or that the plan so confirmeddecree	1172
or order has been modified by order of suchthe court, as the case	1173
may be.	1174

(D) If a decree or order by the court in a bankruptcy or	1175
reorganization proceeding provides for or effects an amendment to	1176
the articles or the merger, consolidation, or dissolution of a	1177
corporation, or if after the filing in the office of the secretary	1178
of state of a certificate of reorganization, or an amended	1179
certificate, a decree or order of court is entered whichthat has	1180
the effect of vacating saidthe plan, a certified copy of saidthe	1181
decree or order shall be filed by the corporation in the office of	1182
the secretary of state.	1183

(E) Nonassenting or dissenting shareholders shall have only	1184
such rights as are provided for in the plan of reorganization	1185
decree or order.	1186

Sec. 1701.76.  (A)(1) Provided the provisions of Chapter	1187
1704. of the Revised Code do not prevent the transaction from	1188
being effected, a lease, sale, exchange, transfer, or other	1189
disposition of all, or substantially all, of the assets, with or	1190
without the good will, of a corporation, if not made in the usual	1191
and regular course of its business, may be made upon the terms and	1192
conditions and for the consideration, that may consist, in whole	1193
or in part, of money or other property of any description,	1194
including shares or other securities or promissory obligations of	1195
any other corporation, domestic or foreign, that may be authorized	1196
as follows:	1197

(a) By the directors, either before or after authorization by	1198
the shareholders as required in this section; and	1199

(b) At a meeting of the shareholders held for that purpose,	1200
by the affirmative vote of the holders of shares entitling them to	1201
exercise two-thirds of the voting power of the corporation on the	1202
proposal, or, if the articles so provide or permit, by the	1203
affirmative vote of a greater or lesser proportion, but not less	1204
than a majority, of the voting power, and by the affirmative vote	1205
of the holders of shares of any particular class that is required	1206
by the articles.	1207

(2) At the shareholder meeting described in division	1208
(A)(1)(b) of this section or at any subsequent shareholder	1209
meeting, shareholders, by the same vote that is required to	1210
authorize the lease, sale, exchange, transfer, or other	1211
disposition of all, or substantially all, of the assets, with or	1212
without the good will, of the corporation, may grant authority to	1213
the directors to establish or amend any of the terms and	1214
conditions of the transaction, except that the shareholders shall	1215
not authorize the directors to do any of the following:	1216

(a) Alter or change the amount or kind of shares, securities,	1217
money, property, or rights to be received in exchange for the	1218
assets;	1219

(b) Alter or change to any material extent the amount or kind	1220
of liabilities to be assumed in exchange for the assets;	1221

(c) Alter or change any other terms and conditions of the	1222
transaction if any of the alterations or changes, alone or in the	1223
aggregate, would materially adversely affect the shareholders or	1224
the corporation.	1225

(3) Notice of the meeting of the shareholders described in	1226
division (A)(1)(b) of this section shall be given to all	1227
shareholders whether or not entitled to vote at the meeting and	1228
shall be accompanied by a copy or summary of the terms of the	1229
transaction.	1230

(B) The corporation by its directors may abandon the	1231
transaction under this section, subject to the contract rights of	1232
other persons, if the power of abandonment is conferred upon the	1233
directors either by the terms of the transaction or by the same	1234
vote of shareholders and at the same meeting of shareholders as	1235
that referred to in division (A)(1)(b) of this section or at any	1236
subsequent meeting.	1237

(C) Dissenting holders of shares of any class, whether or not	1238
entitled to vote, shall be entitled to relief under section	1239
1701.85 of the Revised Code.	1240

(D) An action to set aside a conveyance by a corporation, on	1241
the ground that any section of the Revised Code applicable to the	1242
lease, sale, exchange, transfer, or other disposition of all, or	1243
substantially all, of the assets of that corporation has not been	1244
complied with, shall be brought within ninety days after that	1245
transaction, or the action shall be forever barred.	1246

(E) If a resolution of dissolution is adopted pursuant to	1247
section 1701.86 of the Revised Code, the directors may dispose of	1248
all, or substantially all, of the corporation's assets without the	1249
necessity of a shareholders' authorization under this section.	1250

(F) The terms and conditions of any transaction under this	1251
section shall be subject to the limitations specified in section	1252
2307.97 of the Revised Code.	1253

(G) This section does not apply to the distribution, pursuant	1254
to section 1701.33 of the Revised Code, to the shareholders of an	1255
issuing public corporation of shares owned by the issuing public	1256
corporation in one or more of its domestic or foreign subsidiary	1257
corporations, unless either of the following applies:	1258

(1) The former subsidiary is a party to one or more	1259
agreements pursuant to which it is obligated to engage in an	1260
additional transaction that, if the transaction were authorized	1261
after the time at which the distribution becomes effective, would	1262
require the approval of its shareholders.	1263

(2) Immediately prior to the time at which the distribution	1264
becomes effective, the issuing public corporation has more than	1265
one class of shares outstanding.	1266

Sec. 1701.782. (A) Subject to division (B)(2) of this	1267
section, pursuant to a written declaration of conversion as	1268
provided in this section, a domestic or foreign entity that is not	1269
a domestic corporation and is not a nonprofit corporation may be	1270
converted into a domestic corporation.	1271

(B)(1) The written declaration of conversion shall set forth	1272
all of the following:	1273

(a) The name and form of entity that is being converted, the	1274
name of the entity into which the entity will be converted, and	1275
the jurisdiction of formation of the converting entity;	1276

(b) The articles of the converted corporation;

1277

(c) All statements and matters required to be set forth in an	1278
instrument of conversion by the laws under which the converting	1279
entity exists;	1280

(d) The terms of the conversion; the mode of carrying them	1281
into effect; and the manner and basis of converting the interests	1282
or shares of the converting entity into, or substituting the	1283
interests or shares in the converting entity for, interests,	1284
evidences of indebtedness, other securities, cash, rights, or any	1285
other property or any combination of interests, evidences of	1286
indebtedness, other securities, cash, rights, or any other	1287
property of the converted corporation.	1288

(2) No conversion or substitution described in this section	1289
shall be effected if there are reasonable grounds to believe that	1290
the conversion or substitution would render the converted	1291
corporation unable to pay its obligations as they become due in	1292
the usual course of its affairs.	1293

(C) The written declaration of conversion may set forth any	1294
of the following:	1295

(1) The effective date of the conversion, which date may be	1296
on or after the date of the filing of the certificate of	1297
conversion pursuant to section 1701.811 of the Revised Code;	1298

(2) A provision authorizing the converting entity to abandon	1299
the proposed conversion by action of authorized representatives of	1300
the converting entity taken prior to the filing of the certificate	1301
of conversion pursuant to section 1701.811 of the Revised Code;	1302

(3) A statement of, or a statement of the method to be used	1303
to determine, the fair value of the assets owned by the converting	1304
entity at the time of the conversion;	1305

(4) The regulations of the converted corporation;

1306

(5) The identity of the directors of the converted	1307
corporation;	1308

(6) The parties to the declaration of conversion in addition	1309
to the converting entity;	1310

(7) The stated capital, if any, of each class of shares of	1311
the converted corporation to be outstanding at the time that the	1312
conversion becomes effective;	1313

(8) Any additional provision necessary or desirable with	1314
respect to the proposed conversion or the converted entity.	1315

(D) At any time before the filing of the certificate of	1316
conversion pursuant to section 1701.811 of the Revised Code, the	1317
conversion may be abandoned by any representatives authorized to	1318
do so by the declaration of conversion, or by the same vote as was	1319
required to adopt the declaration of conversion.	1320

Sec. 1701.792. (A) Subject to division (B)(2) of this	1321
section, pursuant to a written declaration of conversion as	1322
provided in this section, a domestic corporation may be converted	1323
into a domestic or foreign entity other than a nonprofit	1324
corporation or a domestic corporation.	1325

(B)(1) The written declaration of conversion shall set forth	1326
all of the following:	1327

(a) The name and form of entity that is being converted, the	1328
name of the entity into which the entity will be converted, the	1329
form of the converted entity, and the jurisdiction of formation of	1330
the converted entity;	1331

(b) If the converted entity is a domestic entity, the	1332
complete terms of all documents required under the applicable	1333
chapter of the Revised Code to form the converted entity;	1334

(c) If the converted entity is a foreign entity, all of the	1335
following:	1336

(i) The complete terms of all documents required under the	1337
law of its formation to form the converted entity;	1338

(ii) The consent of the converted entity to be sued and	1339
served with process in this state, and the irrevocable appointment	1340
of the secretary of state as the agent of the converted entity to	1341
accept service of process in this state to enforce against the	1342
converted entity any obligation of the converting corporation or	1343
to enforce the rights of a dissenting shareholder of the	1344
converting corporation;	1345

(iii) If the converted entity desires to transact business in	1346
this state, the information required to qualify or to be licensed	1347
under the applicable chapter of the Revised Code.	1348

(d) All other statements and matters required to be set forth	1349
in the declaration of conversion by the applicable chapter of the	1350
Revised Code, if the converted entity is a domestic entity, or by	1351
the laws under which the converted entity will be formed, if the	1352
converted entity is a foreign entity;	1353

(e) The terms of the conversion; the mode of carrying them	1354
into effect; and the manner and basis of converting the interests	1355
or shares of the converting corporation into, or substituting the	1356
interests or shares in the converting corporation for, interests,	1357
evidences of indebtedness, other securities, cash, rights, or any	1358
other property or any combination of interests, evidences of	1359
indebtedness, other securities, cash, rights, or any other	1360
property of the converted entity.	1361

(2) No conversion or substitution described in this section	1362
shall be effected if there are reasonable grounds to believe that	1363
the conversion or substitution would render the converted entity	1364
unable to pay its obligations as they become due in the usual	1365
course of its affairs.	1366

(C) The written declaration of conversion may set forth any	1367
of the following:	1368

(1) The effective date of the conversion, which date may be	1369
on or after the date of the filing of the certificate of	1370
conversion;	1371

(2) A provision authorizing, prior to the filing of the	1372
certificate of conversion pursuant to section 1701.811 of the	1373
Revised Code, the converting corporation to abandon the proposed	1374
conversion by action of the directors of the converting	1375
corporation or by the same vote as was required to adopt the	1376
declaration of conversion;	1377

(3) A statement of, or a statement of the method to be used	1378
to determine, the fair value of the assets owned by the converting	1379
corporation at the time of the conversion;	1380

(4) The parties to the declaration of conversion in addition	1381
to the converting entity;	1382

(5) Any additional provision necessary or desirable with	1383
respect to the proposed conversion or the converted entity.	1384

(D) The directors of the domestic converting corporation must	1385
approve the declaration of conversion to effect the conversion,	1386
and the declaration of conversion must be adopted by the	1387
shareholders of the domestic converting corporation, at a meeting	1388
held for the purpose.	1389

(E) Notice of each meeting of shareholders of a domestic	1390
converting corporation at which a declaration of conversion is to	1391
be submitted shall be given to all shareholders of that	1392
corporation, whether or not they are entitled to vote, and shall	1393
be accompanied by a copy or a summary of the material provisions	1394
of the declaration of conversion.	1395

(F) The vote required to adopt a declaration of conversion at	1396
a meeting of the shareholders of a domestic converting corporation	1397
is the affirmative vote of the holders of shares of that	1398
corporation entitling them to exercise at least two-thirds of the	1399
voting power of the corporation on the proposal or a different	1400
proportion as provided in the articles, but not less than a	1401
majority, or, if the conversion is to a foreign corporation, a	1402
different proportion as the articles provide for a merger or	1403
consolidation, and the affirmative vote of the holders of shares	1404
of any particular class as required by the articles of the	1405
converting corporation.	1406

If the declaration of conversion would have an effect that,	1407
if accomplished through an amendment to the articles, would	1408
entitle the holders of shares of any particular class of a	1409
domestic converting corporation to vote as a class on the adoption	1410
of an amendment as provided in division (B) of section 1701.71 of	1411
the Revised Code, the declaration of conversion also must be	1412
adopted by the affirmative vote of the holders of at least	1413
two-thirds of the shares of such class, or a different proportion	1414
as the articles provide, but not less than a majority. However, if	1415
the declaration of conversion would have an effect that, if	1416
accomplished through an amendment to the articles, would entitle	1417
the holders of shares of any particular class of a domestic	1418
converting corporation to vote as a class on the adoption of an	1419
amendment pursuant to division (B)(2) or (4) of section 1701.71 of	1420
the Revised Code solely because those shares are to be converted	1421
into or substituted for the same number of shares of a class of a	1422
different corporation having express terms identical in all	1423
material respects to those of the class of shares so converted or	1424
substituted, the declaration of conversion does not need to be	1425
adopted by the affirmative vote of the holders of shares of that	1426
particular class voting as a class.	1427

If the declaration of conversion would authorize any	1428
particular corporate action that under any applicable provision of	1429
law or the articles could be authorized only by or pursuant to a	1430
specified vote of shareholders, the declaration of conversion also	1431
must be adopted by the same affirmative vote as required for such	1432
action.	1433

(G)(1) At any time before the filing of the certificate of	1434
conversion pursuant to section 1701.811 of the Revised Code, the	1435
conversion may be abandoned by the directors of the converting	1436
corporation, if the directors are authorized to do so by the	1437
declaration of conversion, or by the same vote of the shareholders	1438
as was required to adopt the declaration of conversion.	1439

(2) The declaration of conversion may contain a provision	1440
authorizing the directors of the converting corporation to amend	1441
the declaration of conversion at any time before the filing of the	1442
certificate of conversion pursuant to section 1701.811 of the	1443
Revised Code, except that, after the adoption of the declaration	1444
of conversion by the stockholders of the converting corporation,	1445
the directors may not amend the declaration of conversion to do	1446
any of the following:	1447

(a) Alter or change the amount or kind of interests, shares,	1448
evidences of indebtedness, other securities, cash, rights, or any	1449
other property to be received by the shareholders of the	1450
converting corporation in conversion of, or substitution for,	1451
their shares;	1452

(b) Alter or change any term of the organizational documents	1453
of the converted entity except for alterations or changes that are	1454
adopted with the vote or action of the persons, the vote or action	1455
of which would be required for the alteration or change after the	1456
conversion;	1457

(c) Alter or change any other terms and conditions of the	1458
declaration of conversion if any of the alterations or changes,	1459
alone or in the aggregate, materially and adversely would affect	1460
the holders of any class or series of shares of the converting	1461
corporation.	1462

Sec. 1701.802.  (A) For purposes of this section, a holding	1463
company is a domestic corporation that, from its formation until	1464
consummation of a merger governed by this section, was at all	1465
times a direct or indirect wholly owned subsidiary of the parent	1466
corporation and whose shares are issued in that merger solely to	1467
the shareholders of the parent corporation.	1468

(B) Pursuant to an agreement of merger between the	1469
constituent corporations as provided in this section and provided	1470
that the provisions of Chapter 1704. of the Revised Code do not	1471
prevent the merger from being effected, a direct or indirect	1472
wholly owned domestic subsidiary may be merged with or into a	1473
domestic parent corporation if all of the following apply:	1474

(1) The parent company and the direct or indirect wholly	1475
owned subsidiary are the only constituent entities to the merger.	1476

(2) Each share or fraction of a share of the outstanding	1477
shares of the parent corporation outstanding immediately prior to	1478
the time at which the merger becomes effective is converted in the	1479
merger into a share or fraction of a share of a holding company	1480
having express terms identical in all material respects to those	1481
that were converted in the merger.	1482

(3) The articles and regulations of the holding company	1483
immediately following the time at which the merger becomes	1484
effective contain provisions identical in all material respects to	1485
those contained in the articles and regulations of the parent	1486
corporation immediately prior to the time at which the merger	1487
becomes effective.	1488

(4) As a result of the merger, the parent corporation becomes	1489
a direct or indirect wholly owned subsidiary of the holding	1490
company.	1491

(5) The directors of the parent corporation become or remain	1492
the directors of the holding company immediately following the	1493
time at which the merger becomes effective.	1494

(C) A parent corporation, by action of its board of	1495
directors, may adopt a merger described in division (B) of this	1496
section without any vote of its shareholders. From and after the	1497
effective time of a merger adopted in this manner, all of the	1498
following apply:	1499

(1) To the extent the restrictions of Chapter 1704. of the	1500
Revised Code applied to the parent corporation and its	1501
shareholders at the effective time of the merger, such	1502
restrictions apply to the holding company and its shareholders	1503
immediately after the effective time of the merger as though it	1504
were the parent corporation. All shares of stock of the holding	1505
company acquired in the merger, for purposes of Chapter 1704. of	1506
the Revised Code, are deemed to have been acquired at the time	1507
that the shares of stock of the parent corporation converted in	1508
the merger were acquired, and any shareholder that immediately	1509
prior to the effective time of the merger was not an interested	1510
shareholder of the parent corporation within the meaning of	1511
Chapter 1704. of the Revised Code does not solely by reason of the	1512
merger become an interested shareholder of the holding company.	1513

(2) If the corporate name of the holding company immediately	1514
following the effective time of the merger is the same as the	1515
corporate name of the parent corporation immediately prior to the	1516
effective time of the merger, the shares of capital stock of the	1517
holding company into which the shares of capital stock of the	1518
parent corporation are converted in the merger shall be	1519
represented by the stock certificates that previously represented	1520
shares of capital stock of the parent corporation.	1521

(3) To the extent a shareholder of the parent corporation	1522
immediately prior to the time at which the merger became effective	1523
had standing to institute or maintain litigation by or in the	1524
right of the parent corporation, nothing in this section shall be	1525
deemed to limit or extinguish such standing.	1526

(D) If the agreement of merger is adopted pursuant to	1527
division (C) of this section, the secretary or assistant secretary	1528
of the parent corporation shall certify on the agreement that the	1529
agreement has been adopted pursuant to this section and that the	1530
conditions specified in this division have been satisfied.	1531

(E) The agreement of merger shall set forth the designation	1532
and the number of the outstanding shares of each class of the	1533
subsidiary constituent corporation and the number of shares of	1534
each such class owned by the surviving corporation. It also shall	1535
set forth any statements and matters that are required, and may	1536
set forth any provision that is permitted, in a merger under	1537
section 1701.78 of the Revised Code.	1538

(F)(1) Except as otherwise provided in division (F)(2) of	1539
this section, within twenty days after the approval of the	1540
agreement of merger by the directors of each domestic constituent	1541
corporation, the surviving corporation shall deliver or send	1542
notice of such approval and a copy or summary of the agreement to	1543
each shareholder of each domestic constituent corporation, other	1544
than the surviving corporation, of record as of the date on which	1545
the directors of the surviving corporation approved the agreement.	1546
The notice and copy or summary shall be delivered or sent by mail,	1547
overnight delivery service, or any other means of communication	1548
authorized by the shareholder to whom the notice and copy or	1549
summary are sent.	1550

(2) Any corporation that files periodic reports with the	1551
United States securities and exchange commission pursuant to	1552
section 13 of the "Securities Exchange Act of 1934," 116 Stat.	1553
787, 15 U.S.C. 78m, as amended, or section 15(d) of the	1554
"Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d),	1555
as amended, may satisfy the notice requirement of division (F)(1)	1556
of this section by including a copy of the agreement of merger in	1557
a report filed in accordance with those provisions within twenty	1558
days after the approval of the agreement of merger by the	1559
directors of the corporation.	1560

(G) The approval of the agreement of merger by the directors	1561
of a domestic constituent corporation under this section	1562
constitutes adoption by that corporation.	1563

Sec. 1701.81.  (A) Upon adoption by each constituent entity	1564
of an agreement of merger or consolidation pursuant to section	1565
1701.78, 1701.781, 1701.79, 1701.791, 1701.80, or 1701.801, or	1566
1701.802 of the Revised Code, a certificate of merger or	1567
consolidation shall be filed with the secretary of state that is	1568
signed by any authorized representative of each constituent	1569
corporation, partnership, or other entity. The certificate shall	1570
be on a form prescribed by the secretary of state and shall set	1571
forth only the information required by this section.	1572

(B)(1) The certificate of merger or consolidation shall set	1573
forth all of the following:	1574

(a) The name and the form of entity of each constituent	1575
entity and the state under the laws of which each constituent	1576
entity exists;	1577

(b) A statement that each constituent entity has complied	1578
with all of the laws under which it exists and that the laws	1579
permit the merger or consolidation;	1580

(c) The name and mailing address of the person or entity that	1581
is to provide, in response to any written request made by a	1582
shareholder, partner, or other equity holder of a constituent	1583
entity, a copy of the agreement of merger or consolidation;	1584

(d) The effective date of the merger or consolidation, which	1585
date may be on or after the date of the filing of the certificate;	1586

(e) The signature of each representative authorized to sign	1587
the certificate on behalf of each constituent entity and the	1588
office held or the capacity in which the representative is acting;	1589

(f) A statement that the agreement of merger or consolidation	1590
is authorized on behalf of each constituent entity and that each	1591
person who signed the certificate on behalf of each entity is	1592
authorized to do so;	1593

(g) In the case of a merger, a statement that one or more	1594
specified constituent entities will be merged into a specified	1595
surviving entity or, in the case of a consolidation, a statement	1596
that the constituent entities will be consolidated into a new	1597
entity;	1598

(h) In the case of a merger, if the surviving entity is a	1599
foreign entity not licensed to transact business in this state,	1600
the name and address of the statutory agent upon whom any process,	1601
notice, or demand against any constituent entity may be served;	1602

(i) In the case of a consolidation, the name and address of	1603
the statutory agent upon whom any process, notice, or demand	1604
against any constituent entity or the new entity may be served.	1605

(2) In the case of a consolidation into a new domestic	1606
corporation, limited liability company, or limited partnership,	1607
the articles of incorporation, the articles of organization, or	1608
the certificate of limited partnership of the new domestic entity	1609
shall be filed with the certificate of merger or consolidation.	1610

(3) In the case of a merger into a domestic corporation,	1611
limited liability company, or limited partnership, any amendments	1612
to the articles of incorporation, articles of organization, or	1613
certificate of limited partnership of the surviving domestic	1614
entity shall be filed with the certificate of merger or	1615
consolidation.	1616

(4) If the surviving or new entity is a foreign entity that	1617
desires to transact business in this state as a foreign	1618
corporation, limited liability company, or limited partnership,	1619
the certificate of merger or consolidation shall be accompanied by	1620
the information required by division (B)(8), (9), or (10) of	1621
section 1701.791 of the Revised Code.	1622

(5) If a foreign or domestic corporation licensed to transact	1623
business in this state is a constituent entity and the surviving	1624
or new entity resulting from the merger or consolidation is not a	1625
foreign or domestic corporation that is to be licensed to transact	1626
business in this state, the certificate of merger or consolidation	1627
shall be accompanied by the affidavits, receipts, certificates, or	1628
other evidence required by division (H) of section 1701.86 of the	1629
Revised Code, with respect to each domestic constituent	1630
corporation, and by the affidavits, receipts, certificates, or	1631
other evidence required by division (C) or (D) of section 1703.17	1632
of the Revised Code, with respect to each foreign constituent	1633
corporation licensed to transact business in this state.	1634

(C) If any constituent entity in a merger or consolidation is	1635
organized or formed under the laws of a state other than this	1636
state or under any chapter of the Revised Code other than this	1637
chapter, there also shall be filed in the proper office all	1638
documents that are required to be filed in connection with the	1639
merger or consolidation by the laws of that state or by that	1640
chapter.	1641

(D) Upon the filing of a certificate of merger or	1642
consolidation and other filings as described in division (C) of	1643
this section or at such later date as the certificate of merger or	1644
consolidation specifies, the merger or consolidation is effective.	1645

(E) The secretary of state shall furnish, upon request and	1646
payment of the fee specified in division (D) of section 111.16 of	1647
the Revised Code, the secretary of state's certificate setting	1648
forth the name and the form of entity of each constituent entity	1649
and the states under the laws of which each constituent entity	1650
existed prior to the merger or consolidation, the name and the	1651
form of entity of the surviving or new entity and the state under	1652
the laws of which the surviving entity exists or the new entity is	1653
to exist, the date of filing of the certificate of merger or	1654
consolidation with the secretary of state, and the effective date	1655
of the merger or consolidation. The certificate of the secretary	1656
of state, or a copy of the certificate of merger or consolidation	1657
certified by the secretary of state, may be filed for record in	1658
the office of the recorder of any county in this state and, if	1659
filed, shall be recorded in the records of deeds for that county.	1660
For that recording, the county recorder shall charge and collect	1661
the same fee as in the case of deeds.	1662

Sec. 1701.811. (A) Upon the adoption of a declaration of	1663
conversion pursuant to section 1701.782 or 1701.792 of the Revised	1664
Code, or at a later time as authorized by the declaration of	1665
conversion, a certificate of conversion that is signed by an	1666
authorized representative of the converting entity shall be filed	1667
with the secretary of state. The certificate shall be on a form	1668
prescribed by the secretary of state and shall set forth only the	1669
information required by this section.	1670

(B)(1) The certificate of conversion shall set forth all of	1671
the following:	1672

(a) The name and the form of entity of the converting entity	1673
and the state under the laws of which the converting entity	1674
exists;	1675

(b) A statement that the converting entity has complied with	1676
all of the laws under which it exists and that the laws permit the	1677
conversion;	1678

(c) The name and mailing address of the person or entity that	1679
is to provide a copy of the declaration of conversion in response	1680
to any written request made by a shareholder, partner, or member	1681
of the converting entity;	1682

(d) The effective date of the conversion, which date may be	1683
on or after the date of the filing of the certificate pursuant to	1684
this section;	1685

(e) The signature of the representative or representatives	1686
authorized to sign the certificate on behalf of the converting	1687
entity and the office held or the capacity in which the	1688
representative is acting;	1689

(f) A statement that the declaration of conversion is	1690
authorized on behalf of the converting entity and that each person	1691
signing the certificate on behalf of the converting entity is	1692
authorized to do so;	1693

(g) The name and the form of the converted entity and the	1694
state under the laws of which the converted entity will exist;	1695

(h) If the converted entity is a foreign entity that will not	1696
be licensed in this state, the name and address of the statutory	1697
agent upon whom any process, notice, or demand may be served.	1698

(2) In the case of a conversion into a new domestic	1699
corporation, limited liability company, limited partnership, or	1700
other partnership, any organizational document that would be filed	1701
upon the creation of the new entity shall be filed with the	1702
certificate of conversion.	1703

(3) If the converted entity is a foreign entity that desires	1704
to transact business in this state, the certificate of conversion	1705
shall be accompanied by the information required by division	1706
(B)(8), (9), (10), or (11) of section 1701.791 of the Revised	1707
Code.	1708

(4) If a foreign or domestic corporation licensed to transact	1709
business in this state is the converting entity, the certificate	1710
of conversion shall be accompanied by the affidavits, receipts,	1711
certificates, or other evidence required by division (H) of	1712
section 1701.86 of the Revised Code with respect to a converting	1713
domestic corporation, or by the affidavits, receipts,	1714
certificates, or other evidence required by division (C) or (D) of	1715
section 1703.17 of the Revised Code with respect to a foreign	1716
corporation.	1717

(C) If the converting entity or the converted entity is	1718
organized or formed under the laws of a state other than this	1719
state or under any chapter of the Revised Code other than this	1720
chapter, all documents required to be filed in connection with the	1721
conversion by the laws of that state or that chapter shall be	1722
filed in the proper office.	1723

(D) Upon the filing of a certificate of conversion and other	1724
filings required by division (C) of this section or at any later	1725
date that the certificate of conversion specifies, the conversion	1726
is effective, subject to the limitation that no conversion will be	1727
effective if there are reasonable grounds to believe that the	1728
conversion would render the converted entity unable to pay its	1729
obligations as they become due in the usual course of its affairs.	1730

(E) The secretary of state shall furnish, upon request and	1731
payment of the fee specified in division (K)(2) of section 111.16	1732
of the Revised Code, the secretary of state's certificate setting	1733
forth all of the following:	1734

(1) The name and form of entity of the converting entity and	1735
the state under the laws of which it existed prior to the	1736
conversion;	1737

(2) The name and the form of entity of the converted entity	1738
and the state under the laws of which it will exist;	1739

(3) The date of filing of the certificate of conversion with	1740
the secretary of state and the effective date of the conversion.	1741

(F) The certificate of the secretary of state, or a copy of	1742
the certificate of conversion certified by the secretary of state,	1743
may be filed for record in the office of the recorder of any	1744
county in this state and, if filed, shall be recorded in the	1745
records of deeds for that county. For the recording, the county	1746
recorder shall charge and collect the same fee as in the case of	1747
deeds.	1748

Sec. 1701.821. (A) Upon a conversion becoming effective, all	1749
of the following apply:	1750

(1) The converting entity is continued in the converted	1751
entity.	1752

(2) The converted entity exists, and the converting entity	1753
ceases to exist.	1754

(3) The converted entity possesses both of the following, and	1755
both of the following continue in the converted entity without any	1756
further act or deed:	1757

(a) Except to the extent limited by the requirements of	1758
applicable law, both of the following:	1759

(i) All assets and property of every description of the	1760
converting entity and every interest in the assets and property of	1761
the converted entity, wherever the assets, property, and interests	1762
are located. Title to any real estate or any interest in real	1763
estate that was vested in the converting entity does not revert or	1764
in any way is impaired by reason of the conversion.	1765

(ii) The rights, privileges, immunities, powers, franchises,	1766
and authority, whether of a public or a private nature, of the	1767
converting entity.	1768

(b) All obligations belonging or due to the converting	1769
entity.	1770

(4) All the rights of creditors of the converting entity are	1771
preserved unimpaired, and all liens upon the property of the	1772
converting entity are preserved unimpaired. If a general partner	1773
of a converting partnership is not a general partner of the entity	1774
resulting from the conversion, then the former general partner has	1775
no liability for any obligation incurred after the conversion	1776
except to the extent that a former creditor of the converting	1777
partnership in which the former general partner was a general	1778
partner extends credit to the converted entity reasonably	1779
believing that the former general partner continues as a general	1780
partner of the converted entity.	1781

(B) In the case of a conversion into a foreign corporation,	1782
limited liability company, or partnership that is not licensed or	1783
registered to transact business in this state, if the converted	1784
entity intends to transact business in this state, and the	1785
certificate of conversion is accompanied by the information	1786
described in division (B)(4) of section 1701.81 of the Revised	1787
Code, then on the effective date of the conversion, the converted	1788
entity is considered to have complied with the requirements for	1789
procuring a license or for registration to transact business in	1790
this state as a foreign corporation, limited liability company,	1791
limited partnership, or limited liability partnership as the case	1792
may be. In such a case, a copy of the certificate of conversion	1793
certified by the secretary of state constitutes the license	1794
certificate prescribed for a foreign corporation or the	1795
application for registration prescribed for a foreign limited	1796
liability company, foreign limited partnership, or foreign limited	1797
liability partnership.	1798

(C) Any action to set aside a conversion on the ground that	1799
any section of the Revised Code applicable to the conversion has	1800
not been complied with shall be brought within ninety days after	1801
the effective date of the conversion or is forever barred.	1802

(D) In the case of a converting or converted entity organized	1803
or existing under the laws of any state other than this state,	1804
this section is subject to the laws of the state under which that	1805
entity exists or in which it has property.	1806

Sec. 1701.831.  (A) Unless the articles or, the regulations	1807
adopted by the shareholders, or the regulations adopted by the	1808
directors pursuant to division (A)(1) of section 1701.10 of the	1809
Revised Code of the issuing public corporation provide that this	1810
section does not apply to control share acquisitions of shares of	1811
such corporation, any control share acquisition of an issuing	1812
public corporation shall be made only with the prior authorization	1813
of the shareholders of such corporation in accordance with this	1814
section.	1815

(B) Any person who proposes to make a control share	1816
acquisition shall deliver an acquiring person statement to the	1817
issuing public corporation at the issuing public corporation's	1818
principal executive offices. Such acquiring person statement shall	1819
set forth all of the following:	1820

(1) The identity of the acquiring person;

1821

(2) A statement that the acquiring person statement is given	1822
pursuant to this section;	1823

(3) The number of shares of the issuing public corporation	1824
owned, directly or indirectly, by the acquiring person;	1825

(4) The range of voting power, described in division	1826
(Z)(1)(a), (b), or (c) of section 1701.01 of the Revised Code,	1827
under which the proposed control share acquisition would, if	1828
consummated, fall;	1829

(5) A description in reasonable detail of the terms of the	1830
proposed control share acquisition;	1831

(6) Representations of the acquiring person, together with a	1832
statement in reasonable detail of the facts upon which they are	1833
based, that the proposed control share acquisition, if	1834
consummated, will not be contrary to law, and that the acquiring	1835
person has the financial capacity to make the proposed control	1836
share acquisition.	1837

(C)(1) Within ten days after receipt of an acquiring person	1838
statement that complies with division (B) of this section, the	1839
directors of the issuing public corporation shall call a special	1840
meeting of shareholders of the issuing public corporation for the	1841
purpose of voting on the proposed control share acquisition.	1842
Subject to division (C)(2) of this section, unless the acquiring	1843
person and the issuing public corporation agree in writing to	1844
another date, such special meeting of shareholders shall be held	1845
within fifty days after receipt by the issuing public corporation	1846
of the acquiring person statement. If the acquiring person so	1847
requests in writing at the time of delivery of the acquiring	1848
person statement, such special meetings shall be held no sooner	1849
than thirty days after receipt by the issuing public corporation	1850
of the acquiring person statement. Subject to division (C)(2) of	1851
this section, such special meeting of shareholders shall be held	1852
no later than any other special meeting of shareholders that is	1853
called, after receipt by the issuing public corporation of the	1854
acquiring person statement, in compliance with this section or	1855
section 1701.76, 1701.78, 1701.781, 1701.79, 1701.791, 1701.801,	1856
or 1701.83 of the Revised Code.	1857

(2) If, in connection with a proposed control share	1858
acquisition, the acquiring person changes the percentage of the	1859
class of shares being sought, the consideration offered, or the	1860
security dealer's soliciting fee; extends the expiration date of a	1861
tender offer for the shares being sought; or otherwise changes the	1862
terms of the proposed control share acquisition, then the	1863
directors of the issuing public corporation may reschedule the	1864
special meeting of shareholders required by division (C)(1) of	1865
this section. If the proposed control share acquisition is to be	1866
made pursuant to a tender offer, then the meeting may be	1867
rescheduled to a date that is not later than the expiration date	1868
of the offer. If the proposed control share acquisition is to be	1869
made other than pursuant to a tender offer, the meeting may be	1870
rescheduled to a date that is not later than ten business days	1871
after notice of the change is first given to the shareholders.	1872

(D) Notice of the special meeting of shareholders shall be	1873
given as promptly as reasonably practicable by the issuing public	1874
corporation to all shareholders of record as of the record date	1875
set for such meeting, whether or not entitled to vote at the	1876
meeting. The notice shall include or be accompanied by both of the	1877
following:	1878

(1) A copy of the acquiring person statement delivered to the	1879
issuing public corporation pursuant to this section;	1880

(2) A statement by the issuing public corporation, authorized	1881
by its directors, of its position or recommendation, or that it is	1882
taking no position or making no recommendation, with respect to	1883
the proposed control share acquisition.	1884

(E) The acquiring person may make the proposed control share	1885
acquisition if both of the following occur:	1886

(1) The shareholders of the issuing public corporation who	1887
hold shares as of the record date of such corporation entitling	1888
them to vote in the election of directors authorize the	1889
acquisition at the special meeting held for that purpose at which	1890
a quorum is present by an affirmative vote of a majority of the	1891
voting power of such corporation in the election of directors	1892
represented at the meeting in person or by proxy, and a majority	1893
of the portion of the voting power excluding the voting power of	1894
interested shares represented at the meeting in person or by	1895
proxy. A quorum shall be deemed to be present at the special	1896
meeting if at least a majority of the voting power of the issuing	1897
public corporation in the election of directors is represented at	1898
the meeting in person or by proxy.	1899

(2) The acquisition is consummated, in accordance with the	1900
terms so authorized, no later than three hundred sixty days	1901
following shareholder authorization of the control share	1902
acquisition.	1903

(F) Except as expressly provided in this section, nothing in	1904
this section shall be construed to affect or impair any right,	1905
remedy, obligation, duty, power, or authority of any acquiring	1906
person, any issuing public corporation, the directors of any	1907
acquiring person or issuing public corporation, or any other	1908
person under the laws of this or any other state or of the United	1909
States.	1910

(G) If any application of any provision of this section is	1911
for any reason held to be illegal or invalid, the illegality or	1912
invalidity shall not affect any legal and valid provision or	1913
application of this section, and the parts and applications of	1914
this section are severable.	1915

Sec. 1701.84.  The following are entitled to relief as	1916
dissenting shareholders under section 1701.85 of the Revised Code:	1917

(A) Shareholders of a domestic corporation that is being	1918
merged or consolidated into a surviving or new entity, domestic or	1919
foreign, pursuant to section 1701.78, 1701.781, 1701.79, 1701.791,	1920
or 1701.801 of the Revised Code;	1921

(B) In the case of a merger into a domestic corporation,	1922
shareholders of the surviving corporation who under section	1923
1701.78 or 1701.781 of the Revised Code are entitled to vote on	1924
the adoption of an agreement of merger, but only as to the shares	1925
so entitling them to vote;	1926

(C) Shareholders, other than the parent corporation, of a	1927
domestic subsidiary corporation that is being merged into the	1928
domestic or foreign parent corporation pursuant to section 1701.80	1929
of the Revised Code;	1930

(D) In the case of a combination or a majority share	1931
acquisition, shareholders of the acquiring corporation who under	1932
section 1701.83 of the Revised Code are entitled to vote on such	1933
transaction, but only as to the shares so entitling them to vote;	1934

(E) Shareholders of a domestic subsidiary corporation into	1935
which one or more domestic or foreign corporations are being	1936
merged pursuant to section 1701.801 of the Revised Code;	1937

(F) Shareholders of a domestic corporation that is being	1938
converted pursuant to section 1701.792 of the Revised Code.	1939

Sec. 1701.85.  (A)(1) A shareholder of a domestic corporation	1940
is entitled to relief as a dissenting shareholder in respect of	1941
the proposals described in sections 1701.74, 1701.76, and 1701.84	1942
of the Revised Code, only in compliance with this section.	1943

(2) If the proposal must be submitted to the shareholders of	1944
the corporation involved, the dissenting shareholder shall be a	1945
record holder of the shares of the corporation as to which hethe	1946
dissenting shareholder seeks relief as of the date fixed for the	1947
determination of shareholders entitled to notice of a meeting of	1948
the shareholders at which the proposal is to be submitted, and	1949
such shares shall not have been voted in favor of the proposal.	1950
Not later than ten days after the date on which the vote on the	1951
proposal was taken at the meeting of the shareholders, the	1952
dissenting shareholder shall deliver to the corporation a written	1953
demand for payment to himthe dissenting shareholder of the fair	1954
cash value of the shares as to which hethe dissenting shareholder	1955
seeks relief, which demand shall state histhe dissenting	1956
shareholder's address, the number and class of such shares, and	1957
the amount claimed by himthe dissenting shareholder as the fair	1958
cash value of the shares.	1959

(3) The dissenting shareholder entitled to relief under	1960
division (C) of section 1701.84 of the Revised Code in the case of	1961
a merger pursuant to section 1701.80 of the Revised Code and a	1962
dissenting shareholder entitled to relief under division (E) of	1963
section 1701.84 of the Revised Code in the case of a merger	1964
pursuant to section 1701.801 of the Revised Code shall be a record	1965
holder of the shares of the corporation as to which hethe	1966
dissenting shareholder seeks relief as of the date on which the	1967
agreement of merger was adopted by the directors of that	1968
corporation. Within twenty days after hethe dissenting	1969
shareholder has been sent the notice provided in section 1701.80	1970
or 1701.801 of the Revised Code, the dissenting shareholder shall	1971
deliver to the corporation a written demand for payment with the	1972
same information as that provided for in division (A)(2) of this	1973
section.	1974

(4) In the case of a merger or consolidation, a demand served	1975
on the constituent corporation involved constitutes service on the	1976
surviving or the new entity, whether the demand is served before,	1977
on, or after the effective date of the merger or consolidation. In	1978
the case of a conversion, a demand served on the converting	1979
corporation constitutes service on the converted entity, whether	1980
the demand is served before, on, or after the effective date of	1981
the conversion.	1982

(5) If the corporation sends to the dissenting shareholder,	1983
at the address specified in histhe dissenting shareholder's	1984
demand, a request for the certificates representing the shares as	1985
to which hethe dissenting shareholder seeks relief, the	1986
dissenting shareholder, within fifteen days from the date of the	1987
sending of such request, shall deliver to the corporation the	1988
certificates requested so that the corporation may forthwith	1989
endorse on them a legend to the effect that demand for the fair	1990
cash value of such shares has been made. The corporation promptly	1991
shall return suchthe endorsed certificates to the dissenting	1992
shareholder. A dissenting shareholder's failure to deliver such	1993
the certificates terminates histhe dissenting shareholder's	1994
rights as a dissenting shareholder, at the option of the	1995
corporation, exercised by written notice sent to the dissenting	1996
shareholder within twenty days after the lapse of the fifteen-day	1997
period, unless a court for good cause shown otherwise directs. If	1998
shares represented by a certificate on which such a legend has	1999
been endorsed are transferred, each new certificate issued for	2000
them shall bear a similar legend, together with the name of the	2001
original dissenting holder of suchthe shares. Upon receiving a	2002
demand for payment from a dissenting shareholder who is the record	2003
holder of uncertificated securities, the corporation shall make an	2004
appropriate notation of the demand for payment in its shareholder	2005
records. If uncertificated shares for which payment has been	2006
demanded are to be transferred, any new certificate issued for the	2007
shares shall bear the legend required for certificated securities	2008
as provided in this paragraph. A transferee of the shares so	2009
endorsed, or of uncertificated securities where such notation has	2010
been made, acquires only suchthe rights in the corporation as the	2011
original dissenting holder of such shares had immediately after	2012
the service of a demand for payment of the fair cash value of the	2013
shares. A request under this paragraph by the corporation is not	2014
an admission by the corporation that the shareholder is entitled	2015
to relief under this section.	2016

(B) Unless the corporation and the dissenting shareholder	2017
have come to an agreement on the fair cash value per share of the	2018
shares as to which the dissenting shareholder seeks relief, the	2019
dissenting shareholder or the corporation, which in case of a	2020
merger or consolidation may be the surviving or new entity, or in	2021
the case of a conversion maybe the converted entity, within three	2022
months after the service of the demand by the dissenting	2023
shareholder, may file a complaint in the court of common pleas of	2024
the county in which the principal office of the corporation that	2025
issued the shares is located or was located when the proposal was	2026
adopted by the shareholders of the corporation, or, if the	2027
proposal was not required to be submitted to the shareholders, was	2028
approved by the directors. Other dissenting shareholders, within	2029
that three-month period, may join as plaintiffs or may be joined	2030
as defendants in any such proceeding, and any two or more such	2031
proceedings may be consolidated. The complaint shall contain a	2032
brief statement of the facts, including the vote and the facts	2033
entitling the dissenting shareholder to the relief demanded. No	2034
answer to such a complaint is required. Upon the filing of such a	2035
complaint, the court, on motion of the petitioner, shall enter an	2036
order fixing a date for a hearing on the complaint and requiring	2037
that a copy of the complaint and a notice of the filing and of the	2038
date for hearing be given to the respondent or defendant in the	2039
manner in which summons is required to be served or substituted	2040
service is required to be made in other cases. On the day fixed	2041
for the hearing on the complaint or any adjournment of it, the	2042
court shall determine from the complaint and from such evidence as	2043
is submitted by either party whether the dissenting shareholder is	2044
entitled to be paid the fair cash value of any shares and, if so,	2045
the number and class of such shares. If the court finds that the	2046
dissenting shareholder is so entitled, the court may appoint one	2047
or more persons as appraisers to receive evidence and to recommend	2048
a decision on the amount of the fair cash value. The appraisers	2049
have such power and authority as is specified in the order of	2050
their appointment. The court thereupon shall make a finding as to	2051
the fair cash value of a share and shall render judgment against	2052
the corporation for the payment of it, with interest at sucha	2053
rate and from sucha date as the court considers equitable. The	2054
costs of the proceeding, including reasonable compensation to the	2055
appraisers to be fixed by the court, shall be assessed or	2056
apportioned as the court considers equitable. The proceeding is a	2057
special proceeding and final orders in it may be vacated,	2058
modified, or reversed on appeal pursuant to the Rules of Appellate	2059
Procedure and, to the extent not in conflict with those rules,	2060
Chapter 2505. of the Revised Code. If, during the pendency of any	2061
proceeding instituted under this section, a suit or proceeding is	2062
or has been instituted to enjoin or otherwise to prevent the	2063
carrying out of the action as to which the shareholder has	2064
dissented, the proceeding instituted under this section shall be	2065
stayed until the final determination of the other suit or	2066
proceeding. Unless any provision in division (D) of this section	2067
is applicable, the fair cash value of the shares that is agreed	2068
upon by the parties or fixed under this section shall be paid	2069
within thirty days after the date of final determination of such	2070
value under this division, the effective date of the amendment to	2071
the articles, or the consummation of the other action involved,	2072
whichever occurs last. Upon the occurrence of the last such event,	2073
payment shall be made immediately to a holder of uncertificated	2074
securities entitled to such payment. In the case of holders of	2075
shares represented by certificates, payment shall be made only	2076
upon and simultaneously with the surrender to the corporation of	2077
the certificates representing the shares for which the payment is	2078
made.	2079

(C) If the proposal was required to be submitted to the	2080
shareholders of the corporation, fair cash value as to those	2081
shareholders shall be determined as of the day prior to the day on	2082
which the vote by the shareholders was taken and, in the case of a	2083
merger pursuant to section 1701.80 or 1701.801 of the Revised	2084
Code, fair cash value as to shareholders of a constituent	2085
subsidiary corporation shall be determined as of the day before	2086
the adoption of the agreement of merger by the directors of the	2087
particular subsidiary corporation. The fair cash value of a share	2088
for the purposes of this section is the amount that a willing	2089
seller who is under no compulsion to sell would be willing to	2090
accept and that a willing buyer who is under no compulsion to	2091
purchase would be willing to pay, but in no event shall the fair	2092
cash value of a share exceed the amount specified in the demand of	2093
the particular shareholder. In computing such fair cash value, any	2094
appreciation or depreciation in market value resulting from the	2095
proposal submitted to the directors or to the shareholders shall	2096
be excluded.	2097

(D)(1) The right and obligation of a dissenting shareholder	2098
to receive such fair cash value and to sell such shares as to	2099
which hethe dissenting shareholder seeks relief, and the right	2100
and obligation of the corporation to purchase such shares and to	2101
pay the fair cash value of them terminates if any of the following	2102
applies:	2103

(a) The dissenting shareholder has not complied with this	2104
section, unless the corporation by its directors waives such	2105
failure;	2106

(b) The corporation abandons the action involved or is	2107
finally enjoined or prevented from carrying it out, or the	2108
shareholders rescind their adoption of the action involved;	2109

(c) The dissenting shareholder withdraws histhe dissenting	2110
shareholder's demand, with the consent of the corporation by its	2111
directors;	2112

(d) The corporation and the dissenting shareholder have not	2113
come to an agreement as to the fair cash value per share, and	2114
neither the shareholder nor the corporation has filed or joined in	2115
a complaint under division (B) of this section within the period	2116
provided in that division.	2117

(2) For purposes of division (D)(1) of this section, if the	2118
merger or, consolidation, or conversion has become effective and	2119
the surviving or, new, or converted entity is not a corporation,	2120
action required to be taken by the directors of the corporation	2121
shall be taken by the general partners of a surviving or, new, or	2122
converted partnership or the comparable representatives of any	2123
other surviving or, new, or converted entity.	2124

(E) From the time of the dissenting shareholder's giving of	2125
the demand until either the termination of the rights and	2126
obligations arising from it or the purchase of the shares by the	2127
corporation, all other rights accruing from such shares, including	2128
voting and dividend or distribution rights, are suspended. If	2129
during the suspension, any dividend or distribution is paid in	2130
money upon shares of such class or any dividend, distribution, or	2131
interest is paid in money upon any securities issued in	2132
extinguishment of or in substitution for such shares, an amount	2133
equal to the dividend, distribution, or interest which, except for	2134
the suspension, would have been payable upon such shares or	2135
securities, shall be paid to the holder of record as a credit upon	2136
the fair cash value of the shares. If the right to receive fair	2137
cash value is terminated other than by the purchase of the shares	2138
by the corporation, all rights of the holder shall be restored and	2139
all distributions which, except for the suspension, would have	2140
been made shall be made to the holder of record of the shares at	2141
the time of termination.	2142

Sec. 1701.92.  (A) A copy of the articles or amended articles	2143
filed in the office of the secretary of state, certified by the	2144
secretary of state, shall be conclusive evidence, except as	2145
against the state, that the corporation has been incorporated	2146
under the laws of this state; and a. A copy duly certified by the	2147
secretary of state of any certificate of amendment or other	2148
certificate filed in histhe secretary of state's office shall be	2149
prima-facie evidence of suchthe amendment or of the facts stated	2150
in any such certificate, and of the observance and performance of	2151
all antecedent conditions necessary to the action which such	2152
certificate purports to evidence.	2153

(B) A copy of amended articles filed in the office of the	2154
secretary of state, certified by the secretary of state, shall be	2155
accepted in this state and other jurisdictions in lieu of the	2156
original articles, amendments thereto, and prior amended articles.	2157

(C) The original or a copy of the record of minutes of the	2158
proceedings of the incorporators of a corporation, or of the	2159
proceedings or meetings of the shareholders or any class of	2160
shareholders, or of the directors, or of any committee thereof,	2161
including any written consent, waiver, release, or agreement	2162
entered in suchthe record orof minutes, or the original or a	2163
copy of a statement that no specified proceeding was had or that	2164
no specified consent, waiver, release, or agreement exists, shall,	2165
when certified to be true by the secretary or an assistant	2166
secretary of a corporation, be received in the courts as	2167
prima-facie evidence of the facts stated therein. Every meeting	2168
referred to in suchthe certified original or copy shall be deemed	2169
duly called and held, and all motions and resolutions adopted and	2170
proceedings had at such meeting shall be deemed duly adopted and	2171
had, and all elections of directors and all elections or	2172
appointments of officers chosen at such meeting shall be deemed	2173
valid, until the contrary is proved; and whenever. Whenever a	2174
person who is not a shareholder of a corporation has acted in good	2175
faith in reliance upon any such certified original or copy, it is	2176
conclusive in histhe person's favor.	2177

(D) A certificate issued by the secretary of state confirming	2178
that a corporation is in good standing, as defined in division (E)	2179
of this section, is, for seven days after the date on the	2180
certificate, conclusive evidence of both of the following:	2181

(1) The domestic corporation is in good standing as defined	2182
in division (E) of this section, provided that both of the	2183
following apply:	2184

(a) The person relying on the certificate had no knowledge	2185
that the corporation's articles had been canceled.	2186

(b) The certificate is not presented as evidence against the	2187
state.	2188

(2) A foreign corporation is qualified to do business in this	2189
state.	2190

(E) For purposes of division (D) of this section, "good	2191
standing" means that the authority of the corporation to carry on	2192
business is not limited by section 1701.88 of the Revised Code.	2193

Sec. 1704.02.  An issuing public corporation shall not engage	2194
in a Chapter 1704. transaction for three years after an interested	2195
shareholder's share acquisition date unless either of the	2196
following applies:	2197

(A) Prior to the interested shareholder's share acquisition	2198
date, the directors of the issuing public corporation have	2199
approved, for the purposes of this chapter, the Chapter 1704.	2200
transaction or the purchase of shares by the interested	2201
shareholder on the interested shareholder's share acquisition	2202
date;	2203

(B) Any of the provisions of section 1704.05 of the Revised	2204
Code makes this chapter inapplicable, except that if the Chapter	2205
1704. transaction is of a type described in section 1701.76,	2206
1701.78, 1701.79, 1701.80, 1701.801, 1701.802, or 1701.86 of the	2207
Revised Code, there also must be compliance with the provisions of	2208
that section.	2209

Sec. 1704.03.  (A) At any time after the three-year period	2210
described in section 1704.02 of the Revised Code, the issuing	2211
public corporation may engage in a Chapter 1704. transaction,	2212
provided that if the Chapter 1704. transaction is of a type	2213
described in section 1701.76, 1701.78, 1701.79, 1701.80, 1701.801,	2214
1701.802, or 1701.86 of the Revised Code, there is compliance with	2215
the provisions of that section, and provided that at least one of	2216
the following is satisfied:	2217

(1) Any of the provisions of section 1704.05 of the Revised	2218
Code makes this chapter inapplicable;	2219

(2) Prior to the interested shareholder's share acquisition	2220
date, the directors of the issuing public corporation had approved	2221
the purchase of shares by the interested shareholder on the	2222
interested shareholder's share acquisition date;	2223

(3) The Chapter 1704. transaction is approved, at a meeting	2224
held for that purpose, by the affirmative vote of the holders of	2225
shares of the issuing public corporation entitling them to	2226
exercise at least two-thirds of the voting power of the issuing	2227
public corporation in the election of directors, or of such	2228
different proportion as the articles may provide, provided the	2229
Chapter 1704. transaction also is also approved by the affirmative	2230
vote of the holders of at least a majority of the disinterested	2231
shares;	2232

(4) The Chapter 1704. transaction meets both of the following	2233
conditions:	2234

(a) It results in the receipt per share by the holders of all	2235
outstanding shares of the issuing public corporation not	2236
beneficially owned by the interested shareholder of an amount of	2237
cash that, when added to the fair market value, as of the	2238
consummation date of the Chapter 1704. transaction, of noncash	2239
consideration, aggregates at least the higher of the following:	2240

(i) The figure determined under division (B)(1) of this	2241
section;	2242

(ii) The preferential amount per share, if any, to which	2243
holders of shares of that class or series of shares are entitled	2244
upon voluntary or involuntary dissolution of the issuing public	2245
corporation, plus the aggregate amount per share of dividends	2246
declared or due that those holders are entitled to receive before	2247
payment of dividends on another class or series of shares, unless	2248
the aggregate amount per share of those dividends is included in	2249
the preferential amount.	2250

(b) The form of consideration to be received by holders of	2251
each particular class or series of outstanding shares of the	2252
issuing public corporation in the Chapter 1704. transaction, apart	2253
from any portion that is interest, is in cash or, if the	2254
interested shareholder previously purchased shares of that class	2255
or series, is in the same form the interested shareholder	2256
previously paid to acquire the largest number of shares of that	2257
class or series, but in no event shall the fair market value of	2258
the consideration received by a holder of a share of a particular	2259
class or series of outstanding shares in the Chapter 1704.	2260
transaction be less than the current fair market value of a share	2261
of the issuing public corporation of the same class or series.	2262

(B)(1) For purposes of making a determination under division	2263
(A)(4)(a) of this section, the figure to be used in division	2264
(A)(4)(a)(i) of this section shall be the highest, after taking	2265
into account interest to the extent provided in division (B)(2) of	2266
this section, of the following:	2267

(a) The fair market value per share on the announcement date	2268
of the Chapter 1704. transaction;	2269

(b) The fair market value per share on the interested	2270
shareholder's share acquisition date;	2271

(c) The highest price per share paid, including brokerage	2272
commissions, transfer taxes, and soliciting dealers' fees, by the	2273
interested shareholder, or by an affiliate or associate of the	2274
interested shareholder, for shares of the same class or series	2275
within the three years immediately before and including the	2276
announcement date of the Chapter 1704. transaction;	2277

(d) The highest price per share paid, including brokerage	2278
commissions, transfer taxes, and soliciting dealers' fees, by the	2279
interested shareholder, or by an affiliate or associate of the	2280
interested shareholder, for shares of the same class or series	2281
within the three years immediately before and including the	2282
interested shareholder's share acquisition date.	2283

(2) Each determination under division (B)(1)(a), (b), (c), or	2284
(d) of this section shall include interest compounded annually	2285
from the earliest date as of which the per share fair market value	2286
was determined or on which that highest per share purchase price	2287
was paid through the consummation date of the Chapter 1704.	2288
transaction, at the rate of interest paid on one-year United	2289
States treasury obligations from time to time in effect, less the	2290
aggregate amount of any cash and the fair market value, as of the	2291
payment date, of any noncash dividends or other distributions paid	2292
per share since that date, up to the amount of the interest.	2293

Sec. 1705.09.  (A) The contributions of a member may be made	2294
in cash, property, services rendered, a promissory note, or any	2295
other binding obligation to contribute cash or property or to	2296
perform services; by providing any other benefit to the limited	2297
liability company; or by any combination of these.	2298

(B) A promise by a member to contribute to the limited	2299
liability company is not enforceable unless it is set forth in a	2300
writing signed by the member.	2301

(C) Except as otherwise provided in the operating agreement,	2302
a member is obligated to the limited liability company to perform	2303
any enforceable promise to contribute cash or other property or to	2304
perform services, even if hethe member is unable to perform the	2305
promise because of death, disability, or another reason. If a	2306
member fails to make a required contribution of property or	2307
services, then, at the option of the limited liability company,	2308
the member is obligated to contribute cash equal to the portion of	2309
the value as stated in the records required to be kept under	2310
section 1705.28 of the Revised Code of the stated contribution	2311
that hethe member has failed to make. This right of the company	2312
is in addition to and not in lieu of any other rights, including,	2313
but not limited to, the right to specific performance, that the	2314
company may have against the member under the operating agreement	2315
or applicable law.	2316

(D) Unless otherwise provided in the operating agreement, the	2317
obligation of a member to make a contribution or to return money	2318
or other property paid or distributed in violation of this chapter	2319
may be compromised only by the consent of all of the members.	2320

Sec. 1705.19.  If any judgment creditor of a member of a	2321
limited liability company applies to a court of common pleas to	2322
charge the membership interest of the member with payment of the	2323
unsatisfied amount of the judgment with interest, the court may so	2324
charge the membership interest. To the extent the membership	2325
interest is so charged, the judgment creditor has only the rights	2326
of an assignee of the membership interest. Nothing in this chapter	2327
deprives a member of histhe member's statutory exemption.	2328

Sec. 1705.361. (A) Subject to division (B)(2) of this	2329
section, pursuant to a written declaration of conversion as	2330
provided in this section, a domestic or foreign entity other than	2331
a domestic limited liability company may be converted into a	2332
domestic limited liability company. The conversion also must be	2333
permitted by the chapter of the Revised Code or by the laws under	2334
which the converting entity exists.	2335

(B)(1) The written declaration of conversion shall set forth	2336
all of the following:	2337

(a) The name and form of entity that is being converted, the	2338
name of the entity into which the entity will be converted, and	2339
the jurisdiction of formation of the converting entity;	2340

(b) The articles of organization of the converted domestic	2341
limited liability company;	2342

(c) The operating agreement of the converted domestic limited	2343
liability company or a provision that a written agreement of the	2344
converting entity, a copy of which is attached to the declaration	2345
of conversion, with any amendments set forth in the declaration of	2346
conversion, will be the operating agreement of the converted	2347
entity;	2348

(d) If management of the converted entity is not reserved to	2349
its members, the names of the managers of the converted entity;	2350

(e) All statements and matters required to be set forth in an	2351
instrument of conversion by the laws under which the converting	2352
entity exists;	2353

(f) The terms of the conversion; the mode of carrying them	2354
into effect; and the manner and basis of converting the interests	2355
or shares of the converting entity into, or substituting the	2356
interests or shares in the converting entity for, interests,	2357
evidences of indebtedness, other securities, cash, rights, or any	2358
other property or any combination of interests, evidences of	2359
indebtedness, other securities, cash, rights, or any other	2360
property of the converted company.	2361

(2) No conversion or substitution described in this section	2362
shall be effected if there are reasonable grounds to believe that	2363
the conversion or substitution would render the converted company	2364
unable to pay its obligations as they become due in the usual	2365
course of its affairs.	2366

(C) The written declaration of conversion may set forth any	2367
of the following:	2368

(1) The effective date of the conversion, which date may be	2369
on or after the date of the filing of the certificate of	2370
conversion pursuant to section 1705.381 of the Revised Code;	2371

(2) A provision authorizing the converting entity to abandon	2372
the proposed conversion by action of authorized representatives of	2373
the converting entity taken prior to the filing of the certificate	2374
of conversion pursuant to section 1705.381 of the Revised Code;	2375

(3) A statement of, or a statement of the method to be used	2376
to determine, the fair value of the assets owned by the converting	2377
entity at the time of the conversion;	2378

(4) The parties to the declaration of conversion in addition	2379
to the converting entity;	2380

(5) Any additional provision necessary or desirable with	2381
respect to the proposed conversion or the converted entity.	2382

(D) At any time before the filing of the certificate of	2383
conversion pursuant to section 1705.381 of the Revised Code, the	2384
conversion may be abandoned by any representatives authorized to	2385
do so by the declaration of conversion, or by the same vote as was	2386
required to adopt the declaration of conversion.	2387

Sec. 1705.371. (A) Subject to division (B)(2) of this	2388
section, pursuant to a written declaration of conversion as	2389
provided in this section, a domestic limited liability company may	2390
be converted into a domestic or foreign entity other than a	2391
domestic limited liability company. The conversion also must be	2392
permitted by the chapter of the Revised Code or by the laws under	2393
which the converted entity will exist.	2394

(B)(1) The written declaration of conversion shall set forth	2395
all of the following:	2396

(a) The name of the domestic limited liability company that	2397
is being converted, the name of the entity into which the entity	2398
will be converted, the form of the converted entity, and the	2399
jurisdiction of formation of the converted entity;	2400

(b) If the converted entity is a domestic entity, the	2401
complete terms of all documents required under the applicable	2402
chapter of the Revised Code to form the converted entity;	2403

(c) If the converted entity is a foreign entity, all of the	2404
following:	2405

(i) The complete terms of all documents required under the	2406
law of its formation to form the converted entity;	2407

(ii) The consent of the converted entity to be sued and	2408
served with process in this state, and the irrevocable appointment	2409
of the secretary of state as the agent of the converted entity to	2410
accept service of process in this state to enforce against the	2411
converted entity any obligation of the converting company or to	2412
enforce the rights of a dissenting member of the converting	2413
company;	2414

(iii) If the converted entity desires to transact business in	2415
this state, the information required to qualify or be licensed	2416
under the applicable chapter of the Revised Code.	2417

(d) All other statements and matters required to be set forth	2418
in the declaration of conversion by the applicable chapter of the	2419
Revised Code if the converted entity is a domestic entity, or by	2420
the laws under which the converted entity will be formed, if the	2421
converted entity is a foreign entity;	2422

(e) The terms of the conversion; the mode of carrying them	2423
into effect; and the manner and basis of converting the interests	2424
or shares of the converting company into, or substituting the	2425
interests in the converting company for, interests, evidences of	2426
indebtedness, other securities, cash, rights, or any other	2427
property or any combination of interests, evidences of	2428
indebtedness, other securities, cash, rights, or any other	2429
property of the converted entity.	2430

(2) No conversion or substitution described in this section	2431
shall be effected if there are reasonable grounds to believe that	2432
the conversion or substitution would render the converted entity	2433
unable to pay its obligations as they become due in the usual	2434
course of its affairs.	2435

(C) The written declaration of conversion may set forth any	2436
of the following:	2437

(1) The effective date of the conversion, which date may be	2438
on or after the date of the filing of the certificate of	2439
conversion pursuant to section 1705.381 of the Revised Code;	2440

(2) A provision authorizing the converting company to abandon	2441
the proposed conversion by action of the members or managers of	2442
the converting company taken prior to the filing of the	2443
certificate of conversion pursuant to section 1705.381 of the	2444
Revised Code;	2445

(3) A statement of, or a statement of the method to be used	2446
to determine, the fair value of the assets owned by the converting	2447
company at the time of the conversion;	2448

(4) The parties to the declaration of conversion in addition	2449
to the converting company;	2450

(5) Any additional provision necessary or desirable with	2451
respect to the proposed conversion or the converted entity.	2452

(D) The members of the converting domestic limited liability	2453
company and, if management is not reserved to its members, the	2454
managers of the converting entity must adopt the declaration of	2455
conversion in order to effect the conversion.	2456

(E)(1) All members, whether or not they are entitled to vote	2457
or act, shall be given written notice of any meeting of members or	2458
of any proposed action by members, which meeting or action is to	2459
adopt a declaration of conversion. The notice shall be given to	2460
the members either as provided in writing in the operating	2461
agreement or by mail at the members' addresses as they appear on	2462
the records of the company, or in person. Unless the operating	2463
agreement provides a shorter or longer period, notice described in	2464
division (E)(1) of this section shall be given not less than seven	2465
and not more than sixty days before the meeting or the effective	2466
date of the action.	2467

(2) The notice described in division (E)(1) of this section	2468
shall be accompanied by a copy or a summary of the material	2469
provisions of the declaration of conversion.	2470

(F) The unanimous vote or action by the members of a	2471
converting company, or a different number or proportion as	2472
provided in writing in the operating agreement, is required to	2473
adopt a declaration of conversion.	2474

If the declaration of conversion would have an effect or	2475
authorize any action that under any applicable provision of law or	2476
the operating agreement could be effected or authorized only by or	2477
pursuant to a specified vote or action of the members, or of any	2478
class or group of members, the declaration of conversion also must	2479
be adopted or approved by the same vote or action as would be	2480
required to effect that change or to authorize that action.	2481

(G)(1) At any time before the filing of the certificate of	2482
conversion pursuant to section 1705.381 of the Revised Code, the	2483
conversion may be abandoned by all of the members of the	2484
converting company or by any representatives authorized to do so	2485
by the declaration of conversion, or by the same vote as was	2486
required to adopt the declaration of conversion.	2487

(2) The declaration of conversion may contain a provision	2488
authorizing less than all of the members to amend the declaration	2489
of conversion at any time before the filing of the certificate of	2490
conversion pursuant to section 1705.381 of the Revised Code,	2491
except that, after the adoption of the declaration of conversion	2492
by the members, less than all of the members are not authorized to	2493
amend the declaration of conversion to do any of the following:	2494

(a) Alter or change the amount or kind of interests, shares,	2495
evidences of indebtedness, other securities, cash rights, or any	2496
other property to be received by the members of the converting	2497
company in conversion of, or substitution for, their interests;	2498

(b) Alter or change any term of the organizational documents	2499
of the converted entity except for alterations or changes that are	2500
adopted with the vote or action of the persons the vote or action	2501
of which would be required for the alteration or change after the	2502
conversion;	2503

(c) Alter or change any other terms and conditions of the	2504
declaration of conversion if any of the alterations or changes,	2505
alone or in the aggregate, materially and adversely would affect	2506
the members or any class or group of members of the converting	2507
company.	2508

Sec. 1705.381. (A) Upon the adoption of a declaration of	2509
conversion pursuant to section 1705.361 or 1705.371 of the Revised	2510
Code, or at a later time as authorized by the declaration of	2511
conversion, a certificate of conversion that is signed by an	2512
authorized representative of the converting entity shall be filed	2513
with the secretary of state. The certificate shall be on a form	2514
prescribed by the secretary of state and shall set forth only the	2515
information required by this section.	2516

(B)(1) The certificate of conversion shall set forth all of	2517
the following:	2518

(a) The name and the form of entity of the converting entity	2519
and the state under the laws of which the converting entity	2520
exists;	2521

(b) A statement that the converting entity has complied with	2522
all of the laws under which it exists and that those laws permit	2523
the conversion;	2524

(c) The name and mailing address of the person or entity that	2525
is to provide a copy of the declaration of conversion in response	2526
to any written request made by a shareholder, partner, or member	2527
of the converting entity;	2528

(d) The effective date of the conversion, which date may be	2529
on or after the date of the filing of the certificate pursuant to	2530
this section;	2531

(e) The signature of the representative or representatives	2532
authorized to sign the certificate on behalf of the converting	2533
entity and the office held or the capacity in which the	2534
representative is acting;	2535

(f) A statement that the declaration of conversion is	2536
authorized on behalf of the converting entity and that each person	2537
signing the certificate on behalf of the converting entity is	2538
authorized to do so;	2539

(g) The name and the form of the converted entity and the	2540
state under the laws of which the converted entity will exist;	2541

(h) If the converted entity is a foreign entity that will not	2542
be licensed in this state, the name and address of the statutory	2543
agent upon whom any process, notice or demand may be served.	2544

(2) In the case of a conversion into a new domestic	2545
corporation, limited liability company, limited partnership, or	2546
other partnership, any organizational document that would be filed	2547
upon the creation of the converted entity shall be filed with the	2548
certificate of conversion.	2549

(3) If the converted entity is a foreign entity that desires	2550
to transact business in this state, the certificate of conversion	2551
shall be accompanied by the information required by division	2552
(B)(8), (9), (10), or (11) of section 1705.37 of the Revised Code.	2553

(4) If a foreign or domestic corporation licensed to transact	2554
business in this state is the converting entity, the certificate	2555
of conversion shall be accompanied by the affidavits, receipts,	2556
certificates, or other evidence required by division (H) of	2557
section 1701.86 of the Revised Code with respect to a converting	2558
domestic corporation or by the affidavits, receipts, certificates,	2559
or other evidence required by division (C) or (D) of section	2560
1703.17 of the Revised Code with respect to a foreign corporation.	2561

(C) If the converting entity or the converted entity is	2562
organized or formed under the laws of a state other than this	2563
state or under any chapter of the Revised Code other than this	2564
chapter, all documents required to be filed in connection with the	2565
conversion by the laws of that state or that chapter shall be	2566
filed in the proper office.	2567

(D) Upon the filing of a certificate of conversion and other	2568
filings required by division (C) of this section or at any later	2569
date that the certificate of conversion specifies, the conversion	2570
is effective, subject to the limitation that no conversion will be	2571
effective if there are reasonable grounds to believe that the	2572
conversion would render the converted entity unable to pay its	2573
obligations as they become due in the usual course of its affairs.	2574

(E) The secretary of state shall furnish, upon request and	2575
payment of the fee specified in division (K)(2) of section 111.16	2576
of the Revised Code, the secretary of state's certificate setting	2577
forth all of the following:	2578

(1) The name and form of entity of the converting entity and	2579
the state under the laws of which it existed prior to the	2580
conversion;	2581

(2) The name and the form of entity of the converted entity	2582
and the state under the law of which it will exist;	2583

(3) The date of filing of the certificate of conversion with	2584
the secretary of state and the effective date of the conversion.	2585

(F) The certificate of the secretary of state, or a copy of	2586
the certificate of conversion certified by the secretary of state,	2587
may be filed for record in the office of the recorder of any	2588
county in this state and, if filed, shall be recorded in the	2589
records of deeds for that county. For the recording, the county	2590
recorder shall charge and collect the same fee as in the case of	2591
deeds.	2592

Sec. 1705.391. (A) Upon a conversion becoming effective, all	2593
of the following apply:	2594

(1) The converting entity is continued in the converted	2595
entity.	2596

(2) The converted entity exists, and the converting entity	2597
ceases to exist.	2598

(3) The converted entity possesses both of the following, and	2599
both of the following continue in the converted entity without any	2600
further act or deed:	2601

(a) Except to the extent limited by the requirements of	2602
applicable law, both of the following:	2603

(i) All assets and property of every description of the	2604
converting entity and every interest in the assets and property of	2605
the converting entity, wherever the assets, property, and	2606
interests are located. Title to any real estate or any interest in	2607
real estate that was vested in the converting entity does not	2608
revert or in any way is impaired by reason of the conversion.	2609

(ii) The rights, privileges, immunities, powers, franchises,	2610
and authority, whether of a public or a private nature, of the	2611
converting entity.	2612

(b) All obligations belonging or due to the converting	2613
entity.	2614

(4) All the rights of creditors of the converting entity are	2615
preserved unimpaired, and all liens upon the property of the	2616
converting entity are preserved unimpaired. If a general partner	2617
of a converting partnership is not a general partner of the entity	2618
resulting from the conversion, then the former general partner has	2619
no liability for any obligation incurred after the conversion	2620
except to the extent that a former creditor of the converting	2621
partnership in which the former general partner was a general	2622
partner extends credit to the converted entity reasonably	2623
believing that the former general partner continues as a general	2624
partner of the converted entity.	2625

(B) In the case of a conversion into a foreign corporation,	2626
limited liability company, or partnership that is not licensed or	2627
registered to transact business in this state, if the converted	2628
entity intends to transact business in this state, and the	2629
certificate of conversion is accompanied by the information	2630
described in division (B)(4) of section 1705.38 of the Revised	2631
Code, then on the effective date of the conversion, the converted	2632
entity is considered to have complied with the requirements for	2633
procuring a license or for registration to transact business in	2634
this state as a foreign corporation, limited liability company,	2635
limited partnership, or limited liability partnership as the case	2636
may be. In such a case, a copy of the certificate of conversion	2637
certified by the secretary of state constitutes the license	2638
certificate prescribed for a foreign corporation or the	2639
application for registration prescribed for a foreign limited	2640
liability company, foreign limited partnership, or foreign limited	2641
liability partnership.	2642

(C) Any action to set aside any conversion on the ground that	2643
any section of the Revised Code applicable to the conversion has	2644
not been complied with shall be brought within ninety days after	2645
the effective date of the conversion or is forever barred.	2646

(D) In the case of a converting or converted entity organized	2647
or existing under the laws of any state other than this state,	2648
this section is subject to the laws of the state under which that	2649
entity exists or in which it has property.	2650

Sec. 1705.40.  Unless otherwise provided in writing in the	2651
operating agreement of a constituent domestic limited liability	2652
company, the following are entitled to relief as dissenting	2653
members as provided in section 1705.41 of the Revised Code:	2654

(A) Members of a domestic limited liability company that is	2655
being merged or consolidated into a surviving or new domestic or	2656
foreign entity pursuant to section 1705.36 or 1705.37 of the	2657
Revised Code;	2658

(B) In the case of a merger into a domestic limited liability	2659
company, members of the surviving domestic limited liability	2660
company who, under section 1705.36 of the Revised Code, are	2661
entitled to vote or act on the adoption or approval of the	2662
agreement of merger, but only as to the membership interests	2663
entitling them to so vote or act;	2664

(C) Members of a domestic limited liability company that is	2665
being converted pursuant to section 1705.371 of the Revised Code.	2666

Sec. 1705.41.  (A) A member of a domestic limited liability	2667
company is entitled to relief as a dissenting member as described	2668
in section 1705.40 of the Revised Code only in compliance with	2669
this section.	2670

(B) If a proposal of merger or, consolidation proposal, or	2671
conversion is to be submitted to the members of a domestic limited	2672
liability company at a meeting, a dissenting member must be a	2673
member and a record holder of the membership interests as to which	2674
hethe dissenting member seeks relief as of the date fixed for the	2675
determination of members entitled to notice of the meeting, and	2676
those membership interests must not have been voted in favor of	2677
the proposal. Not later than ten days after the date on which the	2678
vote on the proposal was taken at the meeting of the members, the	2679
dissenting member shall deliver to the company a written demand	2680
for payment to himthe dissenting member of the fair cash value of	2681
the membership interests as to which hethe dissenting member	2682
seeks relief. The demand shall state the address of the dissenting	2683
member, the number and class of the membership interests, and the	2684
amount claimed by the dissenting member as the fair cash value of	2685
the membership interests.	2686

(C) If the proposal of merger or, consolidation proposal, or	2687
conversion is to be submitted to the members of a domestic limited	2688
liability company for their written approval or other action	2689
without a meeting, a dissenting member must be a member and a	2690
record holder of the membership interests as to which hethe	2691
dissenting member seeks relief as of the date that the written	2692
request for approval or other action is sent to the members	2693
entitled to act or otherwise approve the proposal, and the	2694
dissenting member must not have indicated histhe dissenting	2695
member's approval of the proposal in histhe dissenting member's	2696
capacity as record holder of the membership interests. Not later	2697
than fifteen days after the date on which the request for approval	2698
or other action was mailed to the members, the dissenting member	2699
shall deliver to the company a written demand for payment to him	2700
the dissenting member of the fair cash value of the membership	2701
interests as to which hethe dissenting member seeks relief. The	2702
demand shall state the address of the dissenting member, the	2703
number and class of the membership interests, and the amount	2704
claimed by the dissenting member as the fair cash value of the	2705
membership interests.	2706

(D) A written demand for payment of the fair cash value of	2707
membership interests that is served on a domestic limited	2708
liability company under this section constitutes service on the	2709
surviving or new entity resulting from the merger or consolidation	2710
or on the entity resulting from a conversion, whether the demand	2711
is served before, on, or after the effective date of the merger	2712
or, consolidation, or conversion.	2713

(E)(1) If the membership interests as to which a dissenting	2714
member seeks relief are represented by certificates and if the	2715
domestic limited liability company sends to the dissenting member	2716
at the address specified in histhe dissenting member's demand for	2717
payment of the fair cash value of those interests a request for	2718
the certificates representing those interests, the dissenting	2719
member shall deliver the requested certificates to the company	2720
within fifteen days from the date on which the request is sent to	2721
himthe dissenting member so that the company may endorse a legend	2722
on the certificates to the effect that a demand for the fair cash	2723
value of those membership interests has been made. The company	2724
promptly shall return the endorsed certificates to the dissenting	2725
member.	2726

At the option of the company, the failure of the dissenting	2727
member to deliver the certificates as described in this division	2728
shall terminate histhe dissenting member's rights as a dissenting	2729
member. If exercised, the option shall be exercised by a written	2730
notice sent to the dissenting member within twenty days after the	2731
lapse of the fifteen-day period described in this division, unless	2732
a court for good cause shown otherwise directs.	2733

If membership interests represented by a certificate on which	2734
a legend has been endorsed under this division are transferred,	2735
each new certificate issued for the membership interests shall	2736
bear a similar legend and the name of the original dissenting	2737
holder of the membership interests.	2738

(2) Upon receiving from a dissenting member a demand for	2739
payment of the fair cash value of membership interests that are	2740
not represented by a certificate, a domestic limited liability	2741
company shall make an appropriate notation of the demand in its	2742
records. If uncertificated membership interests for which payment	2743
has been demanded are to be transferred, any writing sent to	2744
evidence the transfer shall bear the legend required for	2745
certificated membership interests as described in division (E)(1)	2746
of this section.	2747

(3) A transferee of membership interests who receives a	2748
certificate endorsed with a legend as described in division (E)(1)	2749
of this section and a transferee of uncertificated membership	2750
interests with respect to which a notation has been made as	2751
described in division (E)(2) of this section acquires only the	2752
rights in the domestic limited liability company that the original	2753
dissenting member had immediately after the serving of the demand	2754
for payment of the fair cash value of the membership interests.	2755

(4) A request for certificates under division (E)(1) of this	2756
section by a domestic limited liability company is not an	2757
admission by it that the member is entitled to relief under this	2758
section.	2759

(F) Unless the operating agreement of the domestic limited	2760
liability company in which the dissenting member was a member	2761
provides a reasonable basis for determining and paying the fair	2762
cash value of the membership interests as to which the dissenting	2763
member seeks relief or unless that company and the dissenting	2764
member have come to an agreement on the fair cash value of those	2765
interests, within three months after the service of the demand for	2766
payment of the fair cash value of those interests, the dissenting	2767
member, that company, or the surviving or new entity may file a	2768
complaint under section 1705.42 of the Revised Code.	2769

The complaint shall be filed in the court of common pleas of	2770
the county in which the principal office of the limited liability	2771
company that issued the membership interest is located or was	2772
located when the proposal for merger or, consolidation, or	2773
conversion was adopted or approved by the members of that company.	2774
Within three months after the service of the demand for payment of	2775
the fair cash value of the membership interests of the dissenting	2776
member, other dissenting members may join as plaintiffs or may be	2777
joined as defendants in the proceeding described in section	2778
1705.42 of the Revised Code, and any two or more proceedings	2779
commenced by dissenting members may be consolidated.	2780

(G) The right of a dissenting member to receive the fair cash	2781
value for the membership interests as to which hethe dissenting	2782
member seeks relief, the obligation of the dissenting member to	2783
sell those interests, the right of the domestic limited liability	2784
company to purchase those interests, and the obligation of the	2785
company to pay the fair cash value for those interests terminate	2786
if any of the following applies:	2787

(1) Unless the company waives the failure, the dissenting	2788
member fails to comply with this section.	2789

(2) The company abandons the merger or, consolidation, or	2790
conversion or is finally enjoined or prevented from carrying it	2791
out, or the members rescind their adoption or approval of the	2792
merger or, consolidation, or conversion.	2793

(3) The dissenting member withdraws histhe dissenting	2794
member's demand for payment of the fair cash value of the	2795
membership interests with the consent of the company.	2796

(4) All of the following apply:

2797

(a) The operating agreement of the domestic limited liability	2798
company in which the dissenting member was a member does not	2799
provide a reasonable basis for determining and paying the	2800
dissenting member the fair cash value of histhe dissenting	2801
member's membership interests.	2802

(b) The company and the dissenting member have not agreed	2803
upon the fair cash value of the membership interests.	2804

(c) Neither the dissenting member nor the company has filed,	2805
joined, or been joined in a complaint under division (F) of this	2806
section within the three-month period provided in that division.	2807

(H) Unless otherwise provided in the operating agreement of	2808
the domestic limited liability company in which the dissenting	2809
member was a member, from the time that the dissenting member	2810
delivers the demand for payment of the fair cash value of the	2811
membership interests as to which hethe dissenting member seeks	2812
relief until the termination of the rights and obligations arising	2813
from that demand or the purchase of those interests by the	2814
company, all other rights accruing from those interests, including	2815
voting or distribution rights, are suspended. If, during the	2816
suspension, any distribution is paid in money upon membership	2817
interests of the class of those interests or any dividend,	2818
distribution, or interest is paid in money upon any securities	2819
issued in extinguishment of or in substitution for those	2820
interests, an amount equal to the dividend, distribution, or	2821
interest that, except for the suspension, would have been payable	2822
upon those interests or those securities shall be paid to the	2823
record holder of those interests or securities as a credit upon	2824
the fair cash value of those interests. If the right to receive	2825
the fair cash value of those interests is terminated other than by	2826
the purchase of those interests by the company, all rights of the	2827
dissenting member shall be restored and all distributions that,	2828
except for the suspension, would have been made shall be made to	2829
the record holder of those interests at the time of termination.	2830

Sec. 1705.42.  (A)(1) When authorized by division (F) of	2831
section 1705.41 of the Revised Code, a dissenting member of a	2832
domestic limited liability company may file a complaint for the	2833
relief described in this section. The complaint shall contain a	2834
brief statement of the relevant facts, including the vote or	2835
action by the members of that company pertaining to the merger or,	2836
consolidation, or conversion and the facts entitling the	2837
dissenting member to the relief described in this section, and a	2838
demand for that relief. When authorized by division (F) of section	2839
1705.41 of the Revised Code, the company, or a surviving or new	2840
entity or converted entity, also may file a complaint under this	2841
section. Notwithstanding the Rules of Civil Procedure, no answer	2842
to a complaint filed under this section is required.	2843

(2) Upon the filing of the complaint and upon motion of the	2844
complainant, the court shall enter an order that fixes a date for	2845
a hearing on the complaint and that requires the service of a copy	2846
of the complaint and a notice of its filing and the date for the	2847
hearing on the defendants in the manner prescribed in the Rules of	2848
Civil Procedure for the service of process. On the date fixed for	2849
the hearing or any adjournment of the hearing, the court shall	2850
determine from the complaint and from all evidence submitted at	2851
the hearing by the parties whether the dissenting member is	2852
entitled to be paid the fair cash value of any membership	2853
interests and, if hethe dissenting member is to be so paid, the	2854
number and class of those interests. If the court finds that the	2855
dissenting member is to be so paid, it may appoint one or more	2856
persons as appraisers to receive evidence as to the fair cash	2857
value and to make recommendations to the court relative to the	2858
amount of the fair cash value. The appraisers shall have the power	2859
and authority that the court specifies in the order of	2860
appointment, and the court shall fix reasonable compensation for	2861
their services.	2862

After receiving the recommendations of any appointed	2863
appraisers or if appraisers are not appointed, the court shall	2864
make findings as to the fair cash value of the membership	2865
interests and render judgment against the limited liability	2866
company for the payment of that fair cash value and interest at	2867
the rate and from the date that the court considers equitable. The	2868
costs of the proceeding, including reasonable compensation to any	2869
appraisers as fixed by the court, shall be assessed or apportioned	2870
as the court considers equitable.	2871

(3) The proceeding described in this section is a special	2872
proceeding, and final orders in it may be vacated, modified, or	2873
reversed on appeal pursuant to the Rules of Appellate Procedure	2874
and, to the extent not in conflict with those rules, Chapter 2505.	2875
of the Revised Code. If, during the pendency of any proceeding	2876
described in this section, an action or proceeding is commenced to	2877
enjoin or otherwise prevent the carrying out of the merger or	2878
consolidation or other action as to which the member has	2879
dissented, the proceeding commenced under this section shall be	2880
stayed until the final determination of the other action or	2881
proceeding.	2882

(4) Unless division (G) of section 1705.41 of the Revised	2883
Code is applicable, the fair cash value of the membership	2884
interests that is agreed upon by the dissenting member and the	2885
limited liability company or fixed by a court in a proceeding	2886
under this section shall be paid within thirty days after the	2887
later of the final determination of the fair cash value in a	2888
proceeding under this section or the date of the consummation of	2889
the merger or, consolidation, or conversion. Upon the occurrence	2890
of the later event, payment of the fair cash value shall be made	2891
to those entitled to the payment as follows:	2892

(a) Immediately to the holders of uncertificated membership	2893
interests;	2894

(b) Upon and simultaneously with the surrender to the limited	2895
liability company of certificates representing the membership	2896
interests to the holders of certificated membership interests.	2897

(B) If the proposal of merger or, consolidation proposal, or	2898
conversion was submitted to the members of a domestic limited	2899
liability company at a meeting, the fair cash value of the	2900
membership interests as to any of those members that seek relief	2901
shall be determined as of the day before the day on which the vote	2902
on the proposal was taken. If the proposal of merger or,	2903
consolidation proposal, or conversion was submitted to the members	2904
of a domestic limited liability company for written approval or	2905
other action without a meeting, the fair cash value of the	2906
membership interests as to which those members seek relief shall	2907
be determined as of the day before the day on which the request	2908
for approval or other action was sent.	2909

The fair cash value of a membership interest for purposes of	2910
this section is the amount that a willing seller who is under no	2911
compulsion to sell would be willing to accept and that a willing	2912
buyer who is under no compulsion to purchase would be willing to	2913
pay, but the fair cash value paid to any member shall not exceed	2914
the amount specified in the demand for payment of that member. In	2915
computing the fair cash value of a membership interest, any	2916
appreciation or depreciation in market value resulting from the	2917
merger or, consolidation, or conversion shall be excluded.	2918

Sec. 1707.01.  As used in this chapter:

2919

(A) Whenever the context requires it, "division" or "division	2920
of securities" may be read as "director of commerce" or as	2921
"commissioner of securities."	2922

(B) "Security" means any certificate or instrument, or any	2923
oral, written, or electronic agreement, understanding, or	2924
opportunity, that represents title to or interest in, or is	2925
secured by any lien or charge upon, the capital, assets, profits,	2926
property, or credit of any person or of any public or governmental	2927
body, subdivision, or agency. It includes shares of stock,	2928
certificates for shares of stock, an uncertificated security,	2929
membership interests in limited liability companies, voting-trust	2930
certificates, warrants and options to purchase securities,	2931
subscription rights, interim receipts, interim certificates,	2932
promissory notes, all forms of commercial paper, evidences of	2933
indebtedness, bonds, debentures, land trust certificates, fee	2934
certificates, leasehold certificates, syndicate certificates,	2935
endowment certificates, interests in or under profit-sharing or	2936
participation agreements, interests in or under oil, gas, or	2937
mining leases, preorganization or reorganization subscriptions,	2938
preorganization certificates, reorganization certificates,	2939
interests in any trust or pretended trust, any investment	2940
contract, any life settlement interest, any instrument evidencing	2941
a promise or an agreement to pay money, warehouse receipts for	2942
intoxicating liquor, and the currency of any government other than	2943
those of the United States and Canada, but sections 1707.01 to	2944
1707.45 of the Revised Code do not apply to the sale of real	2945
estate.	2946

(C)(1) "Sale" has the full meaning of "sale" as applied by or	2947
accepted in courts of law or equity, and includes every	2948
disposition, or attempt to dispose, of a security or of an	2949
interest in a security. "Sale" also includes a contract to sell,	2950
an exchange, an attempt to sell, an option of sale, a solicitation	2951
of a sale, a solicitation of an offer to buy, a subscription, or	2952
an offer to sell, directly or indirectly, by agent, circular,	2953
pamphlet, advertisement, or otherwise.	2954

(2) "Sell" means any act by which a sale is made.

2955

(3) The use of advertisements, circulars, or pamphlets in	2956
connection with the sale of securities in this state exclusively	2957
to the purchasers specified in division (D) of section 1707.03 of	2958
the Revised Code is not a sale when the advertisements, circulars,	2959
and pamphlets describing and offering those securities bear a	2960
readily legible legend in substance as follows: "This offer is	2961
made on behalf of dealers licensed under sections 1707.01 to	2962
1707.45 of the Revised Code, and is confined in this state	2963
exclusively to institutional investors and licensed dealers."	2964

(4) The offering of securities by any person in conjunction	2965
with a licensed dealer by use of advertisement, circular, or	2966
pamphlet is not a sale if that person does not otherwise attempt	2967
to sell securities in this state.	2968

(5) Any security given with, or as a bonus on account of, any	2969
purchase of securities is conclusively presumed to constitute a	2970
part of the subject of that purchase and has been "sold."	2971

(6) "Sale" by an owner, pledgee, or mortgagee, or by a person	2972
acting in a representative capacity, includes sale on behalf of	2973
such party by an agent, including a licensed dealer or	2974
salesperson.	2975

(D) "Person," except as otherwise provided in this chapter,	2976
means a natural person, firm, partnership, limited partnership,	2977
partnership association, syndicate, joint-stock company,	2978
unincorporated association, trust or trustee except where the	2979
trust was created or the trustee designated by law or judicial	2980
authority or by a will, and a corporation or limited liability	2981
company organized under the laws of any state, any foreign	2982
government, or any political subdivision of a state or foreign	2983
government.	2984

(E)(1) "Dealer," except as otherwise provided in this	2985
chapter, means every person, other than a salesperson, who engages	2986
or professes to engage, in this state, for either all or part of	2987
the person's time, directly or indirectly, either in the business	2988
of the sale of securities for the person's own account, or in the	2989
business of the purchase or sale of securities for the account of	2990
others in the reasonable expectation of receiving a commission,	2991
fee, or other remuneration as a result of engaging in the purchase	2992
and sale of securities. "Dealer" does not mean any of the	2993
following:	2994

(a) Any issuer, including any officer, director, employee, or	2995
trustee of, or member or manager of, or partner in, or any general	2996
partner of, any issuer, that sells, offers for sale, or does any	2997
act in furtherance of the sale of a security that represents an	2998
economic interest in that issuer, provided no commission, fee, or	2999
other similar remuneration is paid to or received by the issuer	3000
for the sale;	3001

(b) Any licensed attorney, public accountant, or firm of such	3002
attorneys or accountants, whose activities are incidental to the	3003
practice of the attorney's, accountant's, or firm's profession;	3004

(c) Any person that, for the account of others, engages in	3005
the purchase or sale of securities that are issued and outstanding	3006
before such purchase and sale, if a majority or more of the equity	3007
interest of an issuer is sold in that transaction, and if, in the	3008
case of a corporation, the securities sold in that transaction	3009
represent a majority or more of the voting power of the	3010
corporation in the election of directors;	3011

(d) Any person that brings an issuer together with a	3012
potential investor and whose compensation is not directly or	3013
indirectly based on the sale of any securities by the issuer to	3014
the investor;	3015

(e) Any bank;

3016

(f) Any person that the division of securities by rule	3017
exempts from the definition of "dealer" under division (E)(1) of	3018
this section.	3019

(2) "Licensed dealer" means a dealer licensed under this	3020
chapter.	3021

(F)(1) "Salesman" or "salesperson" means every natural	3022
person, other than a dealer, who is employed, authorized, or	3023
appointed by a dealer to sell securities within this state.	3024

(2) The general partners of a partnership, and the executive	3025
officers of a corporation or unincorporated association, licensed	3026
as a dealer are not salespersons within the meaning of this	3027
definition, nor are such clerical or other employees of an issuer	3028
or dealer asthat are employed for work to which the sale of	3029
securities is secondary and incidental; but the division of	3030
securities may require a license from any such partner, executive	3031
officer, or employee if it determines that protection of the	3032
public necessitates the licensing.	3033

(3) "Licensed salesperson" means a salesperson licensed under	3034
this chapter.	3035

(G) "Issuer" means every person who has issued, proposes to	3036
issue, or issues any security.	3037

(H) "Director" means each director or trustee of a	3038
corporation, each trustee of a trust, each general partner of a	3039
partnership, except a partnership association, each manager of a	3040
partnership association, and any person vested with managerial or	3041
directory power over an issuer not having a board of directors or	3042
trustees.	3043

(I) "Incorporator" means any incorporator of a corporation	3044
and any organizer of, or any person participating, other than in a	3045
representative or professional capacity, in the organization of an	3046
unincorporated issuer.	3047

(J) "Fraud," "fraudulent," "fraudulent acts," "fraudulent	3048
practices," or "fraudulent transactions" means anything recognized	3049
on or after July 22, 1929, as such in courts of law or equity; any	3050
device, scheme, or artifice to defraud or to obtain money or	3051
property by means of any false pretense, representation, or	3052
promise; any fictitious or pretended purchase or sale of	3053
securities; and any act, practice, transaction, or course of	3054
business relating to the purchase or sale of securities that is	3055
fraudulent or that has operated or would operate as a fraud upon	3056
the seller or purchaser.	3057

(K) Except as otherwise specifically provided, whenever any	3058
classification or computation is based upon "par value," as	3059
applied to securities without par value, the average of the	3060
aggregate consideration received or to be received by the issuer	3061
for each class of those securities shall be used as the basis for	3062
that classification or computation.	3063

(L)(1) "Intangible property" means patents, copyrights,	3064
secret processes, formulas, services, good will, promotion and	3065
organization fees and expenses, trademarks, trade brands, trade	3066
names, licenses, franchises, any other assets treated as	3067
intangible according to generally accepted accounting principles,	3068
and securities, accounts receivable, or contract rights having no	3069
readily determinable value.	3070

(2) "Tangible property" means all property other than	3071
intangible property and includes securities, accounts receivable,	3072
and contract rights, when the securities, accounts receivable, or	3073
contract rights have a readily determinable value.	3074

(M) "Public utilities" means those utilities defined in	3075
sections 4905.02, 4905.03, 4907.02, and 4907.03 of the Revised	3076
Code; in the case of a foreign corporation, it means those	3077
utilities defined as public utilities by the laws of its domicile;	3078
and in the case of any other foreign issuer, it means those	3079
utilities defined as public utilities by the laws of the situs of	3080
its principal place of business. The term always includes	3081
railroads whether or not they are so defined as public utilities.	3082

(N) "State" means any state of the United States, any	3083
territory or possession of the United States, the District of	3084
Columbia, and any province of Canada.	3085

(O) "Bank" means any bank, trust company, savings and loan	3086
association, savings bank, or credit union that is incorporated or	3087
organized under the laws of the United States, any state of the	3088
United States, Canada, or any province of Canada and that is	3089
subject to regulation or supervision by that country, state, or	3090
province.	3091

(P) "Include," when used in a definition, does not exclude	3092
other things or persons otherwise within the meaning of the term	3093
defined.	3094

(Q)(1) "Registration by description" means that the	3095
requirements of section 1707.08 of the Revised Code have been	3096
complied with.	3097

(2) "Registration by qualification" means that the	3098
requirements of sections 1707.09 and 1707.11 of the Revised Code	3099
have been complied with.	3100

(3) "Registration by coordination" means that there has been	3101
compliance with section 1707.091 of the Revised Code. Reference in	3102
this chapter to registration by qualification also shall be deemed	3103
to includeincludes registration by coordination unless the	3104
context otherwise indicates.	3105

(R) "Intoxicating liquor" includes all liquids and compounds	3106
that contain more than three and two-tenths per cent of alcohol by	3107
weight and are fit for use for beverage purposes.	3108

(S) "Institutional investor" means any corporation, bank,	3109
insurance company, pension fund or pension fund trust, employees'	3110
profit-sharing fund or employees' profit-sharing trust, any	3111
association engaged, as a substantial part of its business or	3112
operations, in purchasing or holding securities, or any trust in	3113
respect of which a bank is trustee or cotrustee. "Institutional	3114
investor" does not include any business entity formed for the	3115
primary purpose of evading sections 1707.01 to 1707.45 of the	3116
Revised Code.	3117

(T) "Securities Act of 1933," 48 Stat. 74, 15 U.S.C. 77a,	3118
"Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78a,	3119
"Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1,	3120
"Investment Advisers Act of 1940," 54 Stat. 847, 15 U.S.C. 80b,	3121
and "Investment Company Act of 1940," 54 Stat. 789, 15 U.S.C. 80a	3122
mean the federal statutes of those names as amended before or	3123
after March 18, 1999A reference to a statute of the United States	3124
or to a rule, regulation, or form promulgated by the securities	3125
and exchange commission or by another federal agency means the	3126
statute, rule, regulation, or form as it exists at the time it is	3127
applied under this chapter.	3128

(U) "Securities and exchange commission" means the securities	3129
and exchange commission established by the Securities Exchange Act	3130
of 1934.	3131

(V)(1) "Control bid" means the purchase of or offer to	3132
purchase any equity security of a subject company from a resident	3133
of this state if either of the following applies:	3134

(a) After the purchase of that security, the offeror would be	3135
directly or indirectly the beneficial owner of more than ten per	3136
cent of any class of the issued and outstanding equity securities	3137
of the issuer.	3138

(b) The offeror is the subject company, there is a pending	3139
control bid by a person other than the issuer, and the number of	3140
the issued and outstanding shares of the subject company would be	3141
reduced by more than ten per cent.	3142

(2) For purposes of division (V)(1) of this section, "control	3143
bid" does not include any of the following:	3144

(a) A bid made by a dealer for the dealer's own account in	3145
the ordinary course of business of buying and selling securities;	3146

(b) An offer to acquire any equity security solely in	3147
exchange for any other security, or the acquisition of any equity	3148
security pursuant to an offer, for the sole account of the	3149
offeror, in good faith and not for the purpose of avoiding the	3150
provisions of this chapter, and not involving any public offering	3151
of the other security within the meaning of Section 4 of Title I	3152
of the "Securities Act of 1933," 48 Stat. 77, 15 U.S.C.A. 77d(2),	3153
as amended;	3154

(c) Any other offer to acquire any equity security, or the	3155
acquisition of any equity security pursuant to an offer, for the	3156
sole account of the offeror, from not more than fifty persons, in	3157
good faith and not for the purpose of avoiding the provisions of	3158
this chapter.	3159

(W) "Offeror" means a person who makes, or in any way	3160
participates or aids in making, a control bid and includes persons	3161
acting jointly or in concert, or who intend to exercise jointly or	3162
in concert any voting rights attached to the securities for which	3163
the control bid is made and also includes any subject company	3164
making a control bid for its own securities.	3165

(X)(1) "Investment adviser" means any person who, for	3166
compensation, engages in the business of advising others, either	3167
directly or through publications or writings, as to the value of	3168
securities or as to the advisability of investing in, purchasing,	3169
or selling securities, or who, for compensation and as a part of	3170
regular business, issues or promulgates analyses or reports	3171
concerning securities.	3172

(2) "Investment adviser" does not mean any of the following:

3173

(a) Any attorney, accountant, engineer, or teacher, whose	3174
performance of investment advisory services described in division	3175
(X)(1) of this section is solely incidental to the practice of the	3176
attorney's, accountant's, engineer's, or teacher's profession;	3177

(b) A publisher of any bona fide newspaper, news magazine, or	3178
business or financial publication of general and regular	3179
circulation;	3180

(c) A person who acts solely as an investment adviser	3181
representative;	3182

(d) A bank holding company, as defined in the "Bank Holding	3183
Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841, that is not an	3184
investment company;	3185

(e) A bank, or any receiver, conservator, or other	3186
liquidating agent of a bank;	3187

(f) Any licensed dealer or licensed salesperson whose	3188
performance of investment advisory services described in division	3189
(X)(1) of this section is solely incidental to the conduct of the	3190
dealer's or salesperson's business as a licensed dealer or	3191
licensed salesperson and who receives no special compensation for	3192
the services;	3193

(g) Any person, the advice, analyses, or reports of which do	3194
not relate to securities other than securities that are direct	3195
obligations of, or obligations guaranteed as to principal or	3196
interest by, the United States, or securities issued or guaranteed	3197
by corporations in which the United States has a direct or	3198
indirect interest, and that have been designated by the secretary	3199
of the treasury as exempt securities as defined in the "Securities	3200
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78c;	3201

(h) Any person that is excluded from the definition of	3202
investment adviser pursuant to section 202(a)(11)(A) to (E) of the	3203
"Investment Advisers Act of 1940," 15 U.S.C. 80b-2(a)(11), or that	3204
has received an order from the securities and exchange commission	3205
under section 202(a)(11)(F) of the "Investment Advisers Act of	3206
1940," 15 U.S.C. 80b-2(a)(11)(F), declaring that the person is not	3207
within the intent of section 202(a)(11) of the Investment Advisers	3208
Act of 1940.	3209

(i) A person who acts solely as a state retirement system	3210
investment officer;	3211

(j) Any other person that the division designates by rule, if	3212
the division finds that the designation is necessary or	3213
appropriate in the public interest or for the protection of	3214
investors or clients and consistent with the purposes fairly	3215
intended by the policy and provisions of this chapter.	3216

(Y)(1) "Subject company" means an issuer that satisfies both	3217
of the following:	3218

(a) Its principal place of business or its principal	3219
executive office is located in this state, or it owns or controls	3220
assets located within this state that have a fair market value of	3221
at least one million dollars.	3222

(b) More than ten per cent of its beneficial or record equity	3223
security holders are resident in this state, more than ten per	3224
cent of its equity securities are owned beneficially or of record	3225
by residents in this state, or more than one thousand of its	3226
beneficial or record equity security holders are resident in this	3227
state.	3228

(2) The division of securities may adopt rules to establish	3229
more specific application of the provisions set forth in division	3230
(Y)(1) of this section. Notwithstanding the provisions set forth	3231
in division (Y)(1) of this section and any rules adopted under	3232
this division, the division, by rule or in an adjudicatory	3233
proceeding, may make a determination that an issuer does not	3234
constitute a "subject company" under division (Y)(1) of this	3235
section if appropriate review of control bids involving the issuer	3236
is to be made by any regulatory authority of another jurisdiction.	3237

(Z) "Beneficial owner" includes any person who directly or	3238
indirectly through any contract, arrangement, understanding, or	3239
relationship has or shares, or otherwise has or shares, the power	3240
to vote or direct the voting of a security or the power to dispose	3241
of, or direct the disposition of, the security. "Beneficial	3242
ownership" includes the right, exercisable within sixty days, to	3243
acquire any security through the exercise of any option, warrant,	3244
or right, the conversion of any convertible security, or	3245
otherwise. Any security subject to any such option, warrant,	3246
right, or conversion privilege held by any person shall be deemed	3247
to be outstanding for the purpose of computing the percentage of	3248
outstanding securities of the class owned by that person, but	3249
shall not be deemed to be outstanding for the purpose of computing	3250
the percentage of the class owned by any other person. A person	3251
shall be deemed the beneficial owner of any security beneficially	3252
owned by any relative or spouse or relative of the spouse residing	3253
in the home of that person, any trust or estate in which that	3254
person owns ten per cent or more of the total beneficial interest	3255
or serves as trustee or executor, any corporation or entity in	3256
which that person owns ten per cent or more of the equity, and any	3257
affiliate or associate of that person.	3258

(AA) "Offeree" means the beneficial or record owner of any	3259
security that an offeror acquires or offers to acquire in	3260
connection with a control bid.	3261

(BB) "Equity security" means any share or similar security,	3262
or any security convertible into any such security, or carrying	3263
any warrant or right to subscribe to or purchase any such	3264
security, or any such warrant or right, or any other security	3265
that, for the protection of security holders, is treated as an	3266
equity security pursuant to rules of the division of securities.	3267

(CC)(1) "Investment adviser representative" means a	3268
supervised person of an investment adviser, provided that the	3269
supervised person has more than five clients who are natural	3270
persons other than excepted persons defined in division (EE) of	3271
this section, and that more than ten per cent of the supervised	3272
person's clients are natural persons other than excepted persons	3273
defined in division (EE) of this section. "Investment adviser	3274
representative" does not mean any of the following:	3275

(a) A supervised person that does not on a regular basis	3276
solicit, meet with, or otherwise communicate with clients of the	3277
investment adviser;	3278

(b) A supervised person that provides only investment	3279
advisory services described in division (X)(1) of this section by	3280
means of written materials or oral statements that do not purport	3281
to meet the objectives or needs of specific individuals or	3282
accounts;	3283

(c) Any other person that the division designates by rule, if	3284
the division finds that the designation is necessary or	3285
appropriate in the public interest or for the protection of	3286
investors or clients and is consistent with the provisions fairly	3287
intended by the policy and provisions of this chapter.	3288

(2) For the purpose of the calculation of clients in division	3289
(CC)(1) of this section, a natural person and the following	3290
persons are deemed a single client: Any minor child of the natural	3291
person; any relative, spouse, or relative of the spouse of the	3292
natural person who has the same principal residence as the natural	3293
person; all accounts of which the natural person or the persons	3294
referred to in division (CC)(2) of this section are the only	3295
primary beneficiaries; and all trusts of which the natural person	3296
or persons referred to in division (CC)(2) of this section are the	3297
only primary beneficiaries. Persons who are not residents of the	3298
United States need not be included in the calculation of clients	3299
under division (CC)(1) of this section.	3300

(3) If subsequent to March 18, 1999, amendments are enacted	3301
or adopted defining "investment adviser representative" for	3302
purposes of the Investment Advisers Act of 1940 or additional	3303
rules or regulations are promulgated by the securities and	3304
exchange commission regarding the definition of "investment	3305
adviser representative" for purposes of the Investment Advisers	3306
Act of 1940, the division of securities shall, by rule, adopt the	3307
substance of the amendments, rules, or regulations, unless the	3308
division finds that the amendments, rules, or regulations are not	3309
necessary for the protection of investors or in the public	3310
interest.	3311

(DD) "Supervised person" means a natural person who is any of	3312
the following:	3313

(1) A partner, officer, or director of an investment adviser,	3314
or other person occupying a similar status or performing similar	3315
functions with respect to an investment adviser;	3316

(2) An employee of an investment adviser;

3317

(3) A person who provides investment advisory services	3318
described in division (X)(1) of this section on behalf of the	3319
investment adviser and is subject to the supervision and control	3320
of the investment adviser.	3321

(EE) "Excepted person" means a natural person to whom any of	3322
the following applies:	3323

(1) Immediately after entering into the investment advisory	3324
contract with the investment adviser, the person has at least	3325
seven hundred fifty thousand dollars under the management of the	3326
investment adviser.	3327

(2) The investment adviser reasonably believes either of the	3328
following at the time the investment advisory contract is entered	3329
into with the person:	3330

(a) The person has a net worth, together with assets held	3331
jointly with a spouse, of more than one million five hundred	3332
thousand dollars.	3333

(b) The person is a qualified purchaser as defined in	3334
division (FF) of this section.	3335

(3) Immediately prior to entering into an investment advisory	3336
contract with the investment adviser, the person is either of the	3337
following:	3338

(a) An executive officer, director, trustee, general partner,	3339
or person serving in a similar capacity, of the investment	3340
adviser;	3341

(b) An employee of the investment adviser, other than an	3342
employee performing solely clerical, secretarial, or	3343
administrative functions or duties for the investment adviser,	3344
which employee, in connection with the employee's regular	3345
functions or duties, participates in the investment activities of	3346
the investment adviser, provided that, for at least twelve months,	3347
the employee has been performing such nonclerical, nonsecretarial,	3348
or nonadministrative functions or duties for or on behalf of the	3349
investment adviser or performing substantially similar functions	3350
or duties for or on behalf of another company.	3351

If subsequent to March 18, 1999, amendments are enacted or	3352
adopted defining "excepted person" for purposes of the Investment	3353
Advisers Act of 1940 or additional rules or regulations are	3354
promulgated by the securities and exchange commission regarding	3355
the definition of "excepted person" for purposes of the Investment	3356
Advisers Act of 1940, the division of securities shall, by rule,	3357
adopt the substance of the amendments, rules, or regulations,	3358
unless the division finds that the amendments, rules, or	3359
regulations are not necessary for the protection of investors or	3360
in the public interest.	3361

(FF)(1) "Qualified purchaser" means either of the following:

3362

(a) A natural person who owns not less than five million	3363
dollars in investments as defined by rule by the division of	3364
securities;	3365

(b) A natural person, acting for the person's own account or	3366
accounts of other qualified purchasers, who in the aggregate owns	3367
and invests on a discretionary basis, not less than twenty-five	3368
million dollars in investments as defined by rule by the division	3369
of securities.	3370

(2) If subsequent to March 18, 1999, amendments are enacted	3371
or adopted defining "qualified purchaser" for purposes of the	3372
Investment Advisers Act of 1940 or additional rules or regulations	3373
are promulgated by the securities and exchange commission	3374
regarding the definition of "qualified purchaser" for purposes of	3375
the Investment Advisers Act of 1940, the division of securities	3376
shall, by rule, adopt the amendments, rules, or regulations,	3377
unless the division finds that the amendments, rules, or	3378
regulations are not necessary for the protection of investors or	3379
in the public interest.	3380

(GG)(1) "Purchase" has the full meaning of "purchase" as	3381
applied by or accepted in courts of law or equity and includes	3382
every acquisition of, or attempt to acquire, a security or an	3383
interest in a security. "Purchase" also includes a contract to	3384
purchase, an exchange, an attempt to purchase, an option to	3385
purchase, a solicitation of a purchase, a solicitation of an offer	3386
to sell, a subscription, or an offer to purchase, directly or	3387
indirectly, by agent, circular, pamphlet, advertisement, or	3388
otherwise.	3389

(2) "Purchase" means any act by which a purchase is made.

3390

(3) Any security given with, or as a bonus on account of, any	3391
purchase of securities is conclusively presumed to constitute a	3392
part of the subject of that purchase.	3393

(HH) "Life settlement interest" means the entire interest or	3394
any fractional interest in an insurance policy or certificate of	3395
insurance, or in an insurance benefit under such a policy or	3396
certificate, that is the subject of a life settlement contract.	3397

For purposes of this division, "life settlement contract"	3398
means an agreement for the purchase, sale, assignment, transfer,	3399
devise, or bequest of any portion of the death benefit or	3400
ownership of any life insurance policy or contract, in return for	3401
consideration or any other thing of value that is less than the	3402
expected death benefit of the life insurance policy or contract.	3403
"Life settlement contract" includes a viatical settlement contract	3404
as defined in section 3916.01 of the Revised Code, but does not	3405
include any of the following:	3406

(1) A loan by an insurer under the terms of a life insurance	3407
policy, including, but not limited to, a loan secured by the cash	3408
value of the policy;	3409

(2) An agreement with a bank that takes an assignment of a	3410
life insurance policy as collateral for a loan;	3411

(3) The provision of accelerated benefits as defined in	3412
section 3915.21 of the Revised Code;	3413

(4) Any agreement between an insurer and a reinsurer;

3414

(5) An agreement by an individual to purchase an existing	3415
life insurance policy or contract from the original owner of the	3416
policy or contract, if the individual does not enter into more	3417
than one life settlement contract per calendar year;	3418

(6) The initial purchase of an insurance policy or	3419
certificate of insurance from its owner by a viatical settlement	3420
provider, as defined in section 3916.01 of the Revised Code, that	3421
is licensed under Chapter 3916. of the Revised Code.	3422

(II) "State retirement system" means the public employees	3423
retirement system, Ohio police and fire pension fund, state	3424
teachers retirement system, school employees retirement system,	3425
and state highway patrol retirement system.	3426

(JJ) "State retirement system investment officer" means an	3427
individual employed by a state retirement system as a chief	3428
investment officer, assistant investment officer, or the person in	3429
charge of a class of assets or in a position that is substantially	3430
equivalent to chief investment officer, assistant investment	3431
officer, or person in charge of a class of assets.	3432

Sec. 1707.041.  (A)(1) No control bid for any securities of a	3433
subject company shall be made pursuant to a tender offer or	3434
request or invitation for tenders until the offeror files with the	3435
division of securities the information prescribed in division	3436
(A)(2) of this section. The offeror shall deliver a copy of the	3437
information specified in division (A)(2) of this section, by	3438
personal service, to the subject company at its principal office	3439
not later than the time of the filing with the division. The	3440
offeror shall send or deliver to all offerees in this state, as	3441
soon as practicable after the filing, the material terms of the	3442
proposed offer and the information specified in division (A)(2) of	3443
this section.	3444

(2) The information to be filed with the division, with the	3445
subject company, and with any other offeror, pursuant to division	3446
(A)(1) of this section, shall include:	3447

(a) Copies of all prospectuses, brochures, advertisements,	3448
circulars, letters, or other matter by means of which the offeror	3449
proposes to disclose to offerees all information material to a	3450
decision to accept or reject the offer;	3451

(b) The identity and background of all persons on whose	3452
behalf the acquisition of any equity security of the subject	3453
company has been or is to be effected;	3454

(c) The source and amount of funds or other consideration	3455
used or to be used in acquiring any equity security, including a	3456
statement describing any securities, other than the existing	3457
capital stock or long term debt of the offeror, which are being	3458
offered in exchange for the equity securities of the subject	3459
company;	3460

(d) A statement of any plans or proposals that the offeror,	3461
upon gaining control, may have to liquidate the subject company,	3462
sell its assets, effect a merger or consolidation of it,	3463
establish, terminate, convert, or amend employee benefit plans,	3464
close any plant or facility of the subject company or of any of	3465
its subsidiaries or affiliates, change or reduce the work force of	3466
the subject company or any of its subsidiaries or affiliates, or	3467
make any other major change in its business, corporate structure,	3468
management personnel, or policies of employment;	3469

(e) The number of shares of any equity security of the	3470
subject company of which each offeror is beneficial or record	3471
owner or has a right to acquire, directly or indirectly, together	3472
with the name and address of each person defined in this section	3473
as an offeror;	3474

(f) Particulars as to any contracts, arrangements, or	3475
understandings to which an offeror is party with respect to any	3476
equity security of the subject company, including transfers of any	3477
equity security, joint ventures, loan or option arrangements, puts	3478
and calls, guarantees of loan, guarantees against loss, guarantees	3479
of profits, division of losses or profits, or the giving or	3480
withholding of proxies, naming the persons with whom such	3481
contracts, arrangements, or understandings have been entered into;	3482

(g) Complete information on the organization and operations	3483
of the offeror, including the year of organization; the form of	3484
organization; the jurisdiction in which it is organized; a	3485
description of each class of the offeror's capital stock and of	3486
its long term debt; financial statements for the current period	3487
and for the three most recent annual accounting periods, unless	3488
the division by rule determines that the financial statements are	3489
not material or permits the filing of financial statements for	3490
less than the three most recent annual accounting periods; a brief	3491
description of the location and general character of the principal	3492
physical properties of the offeror and its subsidiaries; a	3493
description of pending legal proceedings other than routine	3494
litigation to which the offeror or any of its subsidiaries is a	3495
party or of which any of their property is the subject; a brief	3496
description of the business done and projected by the offeror and	3497
its subsidiaries and the general development of such business over	3498
the past three years; the names of all directors and executive	3499
officers together with biographical summaries of each for the	3500
preceding three years to date; and the approximate amount of any	3501
material interest, direct or indirect, of any of the directors or	3502
officers in any material transaction during the past three years,	3503
or in any proposed material transactions, to which the offeror or	3504
any of its subsidiaries was or is to be a party;	3505

(h) Such other and further documents, exhibits, data, and	3506
information as may be required by regulations of the division, or	3507
as may be necessary to make fair, full, and effective disclosure	3508
to offerees of all information material to a decision to accept or	3509
reject the offer.	3510

(3) Within five calendar days of the date of filing by an	3511
offeror of information specified in division (A)(2) of this	3512
section, the division may by order summarily suspend the	3513
continuation of the control bid if the division determines that	3514
all of the information specified has not been provided by the	3515
offeror or that the control bid materials provided to offerees do	3516
not provide full disclosure to offerees of all material	3517
information concerning the control bid. Such a suspension shall	3518
remain in effect only until the determination following a hearing	3519
held pursuant to division (A)(4) of this section.	3520

(4) A hearing shall be scheduled and held by the division	3521
with respect to each suspension imposed under division (A)(3) of	3522
this section. The hearing shall be held within ten calendar days	3523
of the date on which the suspension is imposed. Chapter 119. of	3524
the Revised Code does not apply to a hearing held under this	3525
division (A)(4) of this section. The division may allow any	3526
interested party to appear at and participate in the hearing in a	3527
manner considered appropriate by the division. The determination	3528
of the division made following the hearing shall be made within	3529
three calendar days after the hearing has been completed, and no	3530
later than fourteen calendar days after the date on which the	3531
suspension is imposed. The division, by rule or order, may	3532
prescribe time limits for conducting the hearing and for the	3533
making of the determination that are shorter than those specified	3534
in this division. If, based upon the hearing, the division	3535
determines that all of the information required to be provided by	3536
division (A)(2) of this section has not been provided by the	3537
offeror, that the control bid materials provided to offerees do	3538
not provide full disclosure to offerees of all material	3539
information concerning the control bid, or that the control bid is	3540
in material violation of any provision of this chapter, the	3541
division shall maintain the suspension of the continuation of the	3542
control bid, subject to the right of the offeror to correct	3543
disclosure and other deficiencies identified by the division and	3544
to reinstitute the control bid by filing new or amended	3545
information pursuant to this section.	3546

(5)(a) If an offeror increases or decreases the percentage of	3547
the class of securities being sought, the consideration offered,	3548
or the dealer's soliciting fee in connection with a control bid	3549
for any securities of a subject company pursuant to a tender offer	3550
or request or invitation for tenders, or makes any other change in	3551
the terms or conditions of the tender offer or request or	3552
invitation for tenders that requires the offeror to hold the	3553
tender offer or request or invitation for tenders open for at	3554
least ten business days from the date that notice of the change is	3555
first published or sent to security holders in this state, the	3556
offeror shall file with the division both of the following:	3557

(i) All material information, including all information sent	3558
or otherwise provided to offerees in this state, pertaining to the	3559
increase, decrease, or other change;	3560

(ii) All material information required to update the	3561
information filed with the division pursuant to division (A)(2) of	3562
this section.	3563

(b) The offeror shall file the information described in	3564
division (A)(5)(a) with the division not later than the date on	3565
which the information regarding the increase, decrease, or other	3566
change first is published or sent to offerees in this state. The	3567
offeror shall deliver a copy of the information, by personal	3568
services, to the subject company at its principal office not later	3569
than the time of the filing with the division.	3570

(6) Within three calendar days of the date of filing by an	3571
offeror of the information specified in division (A)(5) of this	3572
section, the division, by order, may summarily suspend the	3573
continuation of the control bid if the division determines that	3574
all of the information specified has not been provided by the	3575
offeror or that the information provided to offerees does not	3576
provide full disclosure to offerees of all material information	3577
concerning the increase, decrease, or other change. The suspension	3578
shall remain in effect only until the determination following a	3579
hearing held pursuant to division (A)(7) of this section.	3580

(7) The division shall schedule and hold, within three	3581
calendar days of the date on which the suspension is imposed, a	3582
hearing with respect to each suspension imposed under division	3583
(A)(6) of this section. Chapter 119. of the Revised Code does not	3584
apply to a hearing held under division (A)(7) of this section. The	3585
division may allow any interested party to appear at and	3586
participate in the hearing in a manner considered appropriate by	3587
the division. The division shall make a determination following	3588
the hearing within three calendar days after the hearing has been	3589
completed, and not later than nine calendar days after the date on	3590
which the information regarding the increase, decrease, or other	3591
change first is published or sent to offerees in this state. The	3592
division, by rule or order, may prescribe time limits for	3593
conducting the hearing and for the making of the determination	3594
that are shorter than those specified in this division. If, based	3595
upon the hearing, the division determines that all of the	3596
information required to be provided by division (A)(5) of this	3597
section has not been provided by the offeror; that the information	3598
provided to offerees does not provide full disclosure to offerees	3599
of all material information concerning the increase, decrease, or	3600
other change; or that the control bid is in material violation of	3601
any provision of this chapter, the division shall maintain the	3602
suspension of the continuation of the control bid, subject to the	3603
right of the offeror to correct disclosure and other deficiencies	3604
identified by the division and to reinstate the control bid by	3605
filing new or amended information pursuant to this section.	3606

(B)(1) No control bid shall be made pursuant to a tender	3607
offer or request or invitation for tenders unless division (A) of	3608
section 1707.14 of the Revised Code has been complied with, and no	3609
offeror shall make a control bid that is not made to all holders	3610
residing in this state of the equity security that is the subject	3611
of the control bid, or that is not made to such holders on the	3612
same terms as the control bid is made to holders of such equity	3613
security not residing in this state.	3614

(2) No offeror may make a control bid pursuant to a tender	3615
offer or request or invitation for tenders or acquire any equity	3616
security in this state pursuant to a control bid at any time	3617
during which any proceeding by the division alleging a violation	3618
of any provision of this chapter is pending against the offeror.	3619

(3) No offeror may acquire from any resident of this state,	3620
in any manner, any equity security of any class of a subject	3621
company at any time within two years following the last	3622
acquisition of any security of the same class pursuant to a	3623
control bid pursuant to a tender offer or request or invitation	3624
for tenders by that offeror, whether the acquisition was made by	3625
purchase, exchange, merger, consolidation, partial or complete	3626
liquidation, redemption, reverse stock split, recapitalization,	3627
reorganization, or any other similar transaction, unless the	3628
resident is afforded, at the time of the later acquisition, a	3629
reasonable opportunity to dispose of the security to the offeror	3630
upon substantially the same terms as those provided in the earlier	3631
control bid.	3632

(4) If an offeror makes a tender offer or request or	3633
invitation for tenders not subject to Rule 14D-1 or Rule 14D-4 of	3634
the securities and exchange commission under the "Securities	3635
Exchange Act of 1934," for less than all the outstanding equity	3636
securities of a class, and if a greater number of securities is	3637
deposited pursuant thereto within ten days after copies of the	3638
offer or request or invitation for tenders are first published or	3639
sent or given to security holders than the offeror is bound or	3640
willing to take up and pay for, the securities shall be taken up	3641
as nearly as may be pro rata, disregarding fractions, according to	3642
the number of securities deposited by each offeree. The preceding	3643
sentence applies to securities deposited within ten days after	3644
notice of an increase in the consideration offered to security	3645
holders, as described in the next sentence, is first published or	3646
sent or given to security holders. If the terms of a control bid	3647
are changed before its expiration by increasing the consideration	3648
offered to offerees, the offeror shall pay the increased	3649
consideration for all equity securities taken up, whether the same	3650
are deposited or taken up before or after the change in the terms	3651
of the control bid.	3652

(C) If the offeror or the subject company is a banking	3653
corporation or savings and loan association subject to regulation	3654
by the division of financial institutions, or is a public utility	3655
corporation subject to regulation by the public utilities	3656
commission, the division of securities shall immediately, upon	3657
receipt of the filing required under division (A) of this section,	3658
furnish a copy of the filing to the regulatory body having	3659
jurisdiction over the offeror or subject company.	3660

(D) An offeror is subject to the liabilities and penalties	3661
applicable to a seller, and an offeree is entitled to the remedies	3662
applicable to a purchaser, as set forth in sections 1707.041 to	3663
1707.44 of the Revised Code.	3664

(E) The division of securities may, pursuant to Chapter 119.	3665
of the Revised Code, prescribe reasonable rules:	3666

(1) Defining fraudulent, evasive, deceptive, or grossly	3667
unfair practices in connection with control bids, and defining the	3668
terms used in this section;	3669

(2) Exempting from this section control bids not made for the	3670
purpose of, and not having the effect of, changing or influencing	3671
the control of a subject company;	3672

(3) Covering such other matters as are necessary to give	3673
effect to this section.	3674

(F) If the offeror or a subject company is an insurance	3675
company subject to regulation under Title XXXIX of the Revised	3676
Code, the superintendent of insurance shall for all purposes of	3677
this section be substituted for the division of securities. This	3678
section shall not be construed to limit or modify in any way any	3679
responsibility, authority, power, or jurisdiction of the division	3680
of securities or the superintendent of insurance pursuant to any	3681
other section of the Revised Code.	3682

(G) This section does not apply when:

3683

(1) The offeror or the subject company is a public utility or	3684
a public utility holding company as defined in section 2 of the	3685
"Public Utility Holding Company Act of 1935," 49 Stat. 803, 15	3686
U.S.C. 79, as amended, and the control bid is subject to approval	3687
by the appropriate federal agency as provided in such act;	3688

(2) The offeror or the subject company is a bank or a bank	3689
holding company as subject to the "Bank Holding Company Act of	3690
1956," 70 Stat. 133, 12 U.S.C. 1841, and subsequent amendments	3691
thereto, and the control bid is subject to approval by the	3692
appropriate federal agency as provided in such act;	3693

(3) The offeror or the subject company is a savings and loan	3694
holding company as defined in section 2 of the "Savings and Loan	3695
Holding Company Amendments of 1967," 82 Stat. 5, 12 U.S.C. 1730a,	3696
as amended, and the control bid is subject to approval by the	3697
appropriate federal agency as provided in such act;	3698

(4) The offeror and the subject company are banks and the	3699
offer is part of a merger transaction subject to approval by	3700
appropriate federal supervisory authorities.	3701

(H) If any application of any provision of this section is	3702
for any reason held to be illegal or invalid, the illegality or	3703
invalidity shall not affect any legal and valid provision or	3704
application of this section, and the parts and application of this	3705
section are severable.	3706

Sec. 1707.142.  (A) Every dealer required to be licensed	3707
under section 1707.14 of the Revised Code shall comply with all	3708
broker and dealer capital, custody, margin, financial	3709
responsibility, record-making, record-keeping, bonding, financial	3710
reporting, and operational reporting requirements contained in	3711
Section 15 of the "Securities Exchange Act of 1934," 48 Stat. 881,	3712
15 U.S.C. 78o, as amended, and section 17 of the "Securities	3713
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78q, as amended,	3714
and the rules of the securities and exchange commission	3715
promulgated under those sections.	3716

(B)(1) Subject to division (B)(2) of this section, every	3717
dealer required to be licensed under section 1707.14 of the	3718
Revised Code shall file with the division of securities any report	3719
or document that rules adopted pursuant to section 15 of the	3720
"Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o, as	3721
amended, and section 17 of the "Securities Exchange Act of 1934,"	3722
48 Stat. 881, 15 U.S.C. 78q, as amended, require federally	3723
registered brokers or dealers to file with the securities and	3724
exchange commission.	3725

(2) Except as otherwise provided by rule or order of the	3726
division, if a dealer has filed a report or document described in	3727
division (B)(2) of this section with the securities and exchange	3728
commission, the document or report shall be deemed to also have	3729
been filed with the division.	3730

(C) The division by order or rule may permit, but not	3731
require, a dealer that is not required by federal law or the law	3732
of this state to register as a broker or dealer with the	3733
securities and exchange commission to do both of the following:	3734

(1) Elect one or more alternative financial and reporting	3735
provisions that are acceptable to the division. For purposes of	3736
division (C)(1) of this section, "alternative financial and	3737
reporting provision" means any capital, custody, margin, financial	3738
responsibility, record-making, record-keeping, bonding, financial	3739
reporting, or operational reporting provision that differs from	3740
those established by the securities and exchange commission.	3741

(2) Elect an exemption, the scope of which is acceptable to	3742
the division, from all or a specified part of the capital,	3743
custody, margin, financial responsibility, record-making,	3744
record-keeping, bonding, financial reporting, or operational	3745
reporting requirements contained in section 15 of the "Securities	3746
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o, as amended, or	3747
section 17 of the "Securities Exchange Act of 1934," 48 Stat. 881,	3748
15 U.S.C. 78q, as amended, or the rules of the securities and	3749
exchange commission promulgated under those sections.	3750

(D) For purposes of division (C) of this section, in	3751
determining an acceptable alternative financial and reporting	3752
provision and in determining the acceptable scope of any exemption	3753
that is elected, the division shall consider the size, scope, and	3754
type of business of the dealers who will be permitted to elect the	3755
provision or exemption and shall consider the protection of	3756
investors and customers of the electing dealers.	3757

Sec. 1707.20.  (A)(1) The division of securities may adopt,	3758
amend, and rescind such rules, forms, and orders as are necessary	3759
to carry out sections 1707.01 to 1707.45 of the Revised Code,	3760
including rules and forms governing registration statements,	3761
applications, and reports, and defining any terms, whether or not	3762
used in sections 1707.01 to 1707.45 of the Revised Code, insofar	3763
as the definitions are not inconsistent with these sections. For	3764
the purpose of rules and forms, the division may classify	3765
securities, persons, and matters within its jurisdiction, and	3766
prescribe different requirements for different classes.	3767

(2) The division may incorporate by reference into its rules	3768
any statute enacted by the United States congress or any rule,	3769
regulation, or form promulgated by the securities and exchange	3770
commission, or by another federal agency, in a manner that also	3771
incorporates all future amendments to the statute, rule,	3772
regulation, or form.	3773

(B) No rule, form, or order may be made, amended, or	3774
rescinded unless the division finds that the action is necessary	3775
or appropriate in the public interest or for the protection of	3776
investors, clients, prospective clients, or state retirement	3777
systems and consistent with the purposes fairly intended by the	3778
policy and provisions of sections 1707.01 to 1707.45 of the	3779
Revised Code. In prescribing rules and forms and in otherwise	3780
administering sections 1707.01 to 1707.45 of the Revised Code, the	3781
division may cooperate with the securities administrators of the	3782
other states and the securities and exchange commission with a	3783
view of effectuating the policy of this section to achieve maximum	3784
uniformity in the form and content of registration statements,	3785
applications, reports, and overall securities regulation wherever	3786
practicable.	3787

(C) The division may by rule or order prescribe:

3788

(1) The form and content of financial statements required	3789
under sections 1707.01 to 1707.45 of the Revised Code;	3790

(2) The circumstances under which consolidated financial	3791
statements shallwill be filed;	3792

(3) Whether any required financial statements shall be	3793
certified by independent or certified public accountants. All	3794
financial statements shall be prepared in accordance with	3795
generally accepted accounting practices.	3796

(D) All rules and forms of the division shall be published;	3797
and in addition to fulfilling the requirements of Chapter 119. of	3798
the Revised Code, the division shall prescribe, and shall publish	3799
and make available its rules regarding the sale of securities, the	3800
administration of sections 1707.01 to 1707.45 of the Revised Code,	3801
and the procedure and practice before the division.	3802

(E)(1) No provision of sections 1707.01 to 1707.45 of the	3803
Revised Code imposing any liability applies to any act done or	3804
omitted in good faith in conformity with any rule, form, or order	3805
of the division of securities, notwithstanding that the rule,	3806
form, or order may later be amended or rescinded or be determined	3807
by judicial or other authority to be invalid for any reason,	3808
except that the issuance of an order granting effectiveness to a	3809
registration under section 1707.09 or 1707.091 of the Revised Code	3810
for the purposes of this division shall not be deemed an order	3811
other than as the establishment of the fact of registration.	3812

(2) No provision of sections 1707.01 to 1707.45 of the	3813
Revised Code imposing any liability, penalty, sanction, or	3814
disqualification applies to any act done or omitted in good faith	3815
in conformity with either of the following:	3816

(a) Any provision of sections 1707.01 to 1707.45 of the	3817
Revised Code that incorporates by reference a federal statute,	3818
rule, regulation, or form;	3819

(b) Any rule, form, or order of the division that	3820
incorporates by reference a federal statute, rule, regulation, or	3821
form.	3822

Division (E)(2) of this section applies notwithstanding that	3823
the incorporation by reference, or any application of the	3824
incorporated provision, is later determined by judicial or other	3825
authority to be unconstitutional or invalid for any reason.	3826

Sec. 1707.44.  (A)(1) No person shall engage in any act or	3827
practice that violates division (A), (B), or (C) of section	3828
1707.14 of the Revised Code, and no salesperson shall sell	3829
securities in this state without being licensed pursuant to	3830
section 1707.16 of the Revised Code.	3831

(2) No person shall engage in any act or practice that	3832
violates division (A) of section 1707.141 or section 1707.161 of	3833
the Revised Code.	3834

(3) No person shall engage in any act or practice that	3835
violates section 1707.162 of the Revised Code.	3836

(B) No person shall knowingly make or cause to be made any	3837
false representation concerning a material and relevant fact, in	3838
any oral statement or in any prospectus, circular, description,	3839
application, or written statement, for any of the following	3840
purposes:	3841

(1) Registering securities or transactions, or exempting	3842
securities or transactions from registration, under this chapter;	3843

(2) Securing the qualification of any securities under this	3844
chapter;	3845

(3) Procuring the licensing of any dealer, salesperson,	3846
investment adviser, investment adviser representative, or state	3847
retirement system investment officer under this chapter;	3848

(4) Selling any securities in this state;

3849

(5) Advising for compensation, as to the value of securities	3850
or as to the advisability of investing in, purchasing, or selling	3851
securities;	3852

(6) Submitting a notice filing to the division under division	3853
(X) of section 1707.03 or section 1707.092 or 1707.141 of the	3854
Revised Code.	3855

(C) No person shall knowingly sell, cause to be sold, offer	3856
for sale, or cause to be offered for sale, any security which	3857
comes under any of the following descriptions:	3858

(1) Is not exempt under section 1707.02 of the Revised Code,	3859
nor the subject matter of one of the transactions exempted in	3860
section 1707.03, 1707.04, or 1707.34 of the Revised Code, has not	3861
been registered by coordination or qualification, and is not the	3862
subject matter of a transaction that has been registered by	3863
description;	3864

(2) The prescribed fees for registering by description, by	3865
coordination, or by qualification have not been paid in respect to	3866
such security;	3867

(3) The person has been notified by the division, or has	3868
knowledge of the notice, that the right to buy, sell, or deal in	3869
such security has been suspended or revoked, or that the	3870
registration by description, by coordination, or by qualification	3871
under which it may be sold has been suspended or revoked;	3872

(4) The offer or sale is accompanied by a statement that the	3873
security offered or sold has been or is to be in any manner	3874
indorsed by the division.	3875

(D) No person who is an officer, director, or trustee of, or	3876
a dealer for, any issuer, and who knows such issuer to be	3877
insolvent in that the liabilities of the issuer exceed its assets,	3878
shall sell any securities of or for any such issuer, without	3879
disclosing the fact of the insolvency to the purchaser.	3880

(E) No person with intent to aid in the sale of any	3881
securities on behalf of the issuer, shall knowingly make any	3882
representation not authorized by such issuer or at material	3883
variance with statements and documents filed with the division by	3884
such issuer.	3885

(F) No person, with intent to deceive, shall sell, cause to	3886
be sold, offer for sale, or cause to be offered for sale, any	3887
securities of an insolvent issuer, with knowledge that suchthe	3888
issuer is insolvent in that the liabilities of the issuer exceed	3889
its assets, taken at their fair market value.	3890

(G) No person in purchasing or selling securities shall	3891
knowingly engage in any act or practice that is, in this chapter,	3892
declared illegal, defined as fraudulent, or prohibited.	3893

(H) No licensed dealer shall refuse to buy from, sell to, or	3894
trade with any person because the person appears on a blacklist	3895
issued by, or is being boycotted by, any foreign corporate or	3896
governmental entity, nor sell any securities of or for any issuer	3897
who is known in relation to the issuance or sale of the securities	3898
to have engaged in such practices.	3899

(I) No dealer in securities, knowing that the dealer's	3900
liabilities exceed the reasonable value of the dealer's assets,	3901
shall accept money or securities, except in payment of or as	3902
security for an existing debt, from a customer who is ignorant of	3903
the dealer's insolvency, and thereby cause the customer to lose	3904
any part of the customer's securities or the value of those	3905
securities, by doing either of the following without the	3906
customer's consent:	3907

(1) Pledging, selling, or otherwise disposing of such	3908
securities, when the dealer has no lien on or any special property	3909
in such securities;	3910

(2) Pledging such securities for more than the amount due, or	3911
otherwise disposing of such securities for the dealer's own	3912
benefit, when the dealer has a lien or indebtedness on such	3913
securities.	3914

It is an affirmative defense to a charge under this division	3915
that, at the time the securities involved were pledged, sold, or	3916
disposed of, the dealer had in the dealer's possession or control,	3917
and available for delivery, securities of the same kinds and in	3918
amounts sufficient to satisfy all customers entitled to the	3919
securities, upon demand and tender of any amount due on the	3920
securities.	3921

(J) No person, with purpose to deceive, shall make, issue,	3922
publish, or cause to be made, issued, or published any statement	3923
or advertisement as to the value of securities, or as to alleged	3924
facts affecting the value of securities, or as to the financial	3925
condition of any issuer of securities, when the person knows that	3926
suchthe statement or advertisement is false in any material	3927
respect.	3928

(K) No person, with purpose to deceive, shall make, record,	3929
or publish or cause to be made, recorded, or published, a report	3930
of any transaction in securities which is false in any material	3931
respect.	3932

(L) No dealer shall engage in any act that violates the	3933
provisions of section 15(c) or 15(g) of the "Securities Exchange	3934
Act of 1934," 48 Stat. 881, 15 U.S.C.A. 78o(c) or (g), or any rule	3935
or regulation promulgated by the securities and exchange	3936
commission thereunder. If, subsequent to October 11, 1994,	3937
additional amendments to section 15(c) or 15(g) are adopted, or	3938
additional rules or regulations are promulgated pursuant to such	3939
sections, the division of securities shall, by rule, adopt the	3940
amendments, rules, or regulations, unless the division finds that	3941
the amendments, rules, or regulations are not necessary for the	3942
protection of investors or in the public interest.	3943

(M)(1) No investment adviser or investment adviser	3944
representative shall do any of the following:	3945

(a) Employ any device, scheme, or artifice to defraud any	3946
person;	3947

(b) Engage in any act, practice, or course of business that	3948
operates or would operate as a fraud or deceit upon any person;	3949

(c) In acting as principal for the investment adviser's or	3950
investment adviser representative's own account, knowingly sell	3951
any security to or purchase any security from a client, or in	3952
acting as salesperson for a person other than such client,	3953
knowingly effect any sale or purchase of any security for the	3954
account of such client, without disclosing to the client in	3955
writing before the completion of the transaction the capacity in	3956
which the investment adviser or investment adviser representative	3957
is acting and obtaining the consent of the client to the	3958
transaction. Division (M)(1)(c) of this section does not apply to	3959
any investment adviser registered with the securities and exchange	3960
commission under section 203 of the "Investment Advisers Act of	3961
1940," 15 U.S.C. 80b-3, or to any transaction with a customer of a	3962
licensed dealer or salesperson if the licensed dealer or	3963
salesperson is not acting as an investment adviser or investment	3964
adviser representative in relation to the transaction.	3965

(d) Engage in any act, practice, or course of business that	3966
is fraudulent, deceptive, or manipulative. The division of	3967
securities may adopt rules reasonably designed to prevent such	3968
acts, practices, or courses of business that are fraudulent,	3969
deceptive, or manipulative.	3970

(2) No investment adviser or investment adviser	3971
representative licensed or required to be licensed under this	3972
chapter shall take or have custody of any securities or funds of	3973
any person, except as provided in rules adopted by the division.	3974

(3) In the solicitation of clients or prospective clients, no	3975
person shall make any untrue statement of a material fact or omit	3976
to state a material fact necessary in order to make the statements	3977
made not misleading in light of the circumstances under which the	3978
statements were made.	3979

(N) No person knowingly shall influence, coerce, manipulate,	3980
or mislead any person engaged in the preparation, compilation,	3981
review, or audit of financial statements to be used in the	3982
purchase or sale of securities for the purpose of rendering the	3983
financial statements materially misleading.	3984

(O) No state retirement system investment officer shall do	3985
any of the following:	3986

(1) Employ any device, scheme, or artifice to defraud any	3987
state retirement system;	3988

(2) Engage in any act, practice, or course of business that	3989
operates or would operate as a fraud or deceit on any state	3990
retirement system;	3991

(3) Engage in any act, practice, or course of business that	3992
is fraudulent, deceptive, or manipulative. The division of	3993
securities may adopt rules reasonably designed to prevent such	3994
acts, practices, or courses of business as are fraudulent,	3995
deceptive, or manipulative;	3996

(4) Knowingly fail to comply with any policy adopted	3997
regarding the officer established pursuant to section 145.094,	3998
742.104, 3307.043, 3309.043, or 5505.0665505.065 of the Revised	3999
Code.	4000

Sec. 1775.01.  As used in this chapter:

4001

(A) "Court" includes every court and judge having	4002
jurisdiction in the case.	4003

(B) "Business" includes every trade, occupation, or	4004
profession.	4005

(C) "Person" includes individuals, partnerships, trustees,	4006
executors, administrators, other fiduciaries, corporations, and	4007
other associations.	4008

(D) "Bankrupt" includes bankrupt under the federal bankruptcy	4009
act or insolvent under any state insolvency law.	4010

(E) "Conveyance" includes every assignment, lease, mortgage,	4011
or encumbrance.	4012

(F) "Real property" includes land and any interest or estate	4013
in land.	4014

(G) "Entity" means either of the following:

4015

(1) A for profit corporation existing under the laws of this	4016
state or any other state;	4017

(2) Any of the following organizations existing under the	4018
laws of this state, the United States, or any other state:	4019

(a) A business trust or association;

4020

(b) A real estate investment trust;

4021

(c) A common law trust;

4022

(d) An unincorporated business or for profit organization,	4023
including a general or limited partnership;	4024

(e) A limited liability company.

4025

Sec. 1775.05.  (A) A partnership is an associationentity of	4026
two or more persons to carry on as co-owners a business for profit	4027
and includes such an associationentity that has limited liability	4028
as provided in this chapter and that is registered under section	4029
1775.61 of the Revised Code.	4030

(B) Any associationentity formed under any other statute of	4031
this state, or any statute adopted by authority, other than the	4032
authority of this state, is not a partnership under sections	4033
1775.01 to 1775.65 of the Revised Code, unless such association	4034
the entity would have been a partnership in this state prior to	4035
September 14, 1949, but such sections apply to limited	4036
partnerships except in so far as the statutes relating to such	4037
these partnerships are inconsistent herewith.	4038

(C) Except as otherwise provided in the Ohio Constitution,	4039
the organization and internal affairs of a foreign limited	4040
liability partnership and the liability of the partners for the	4041
debts, obligations, or other liabilities of any kind of, or	4042
chargeable to, the foreign limited liability partnership shall be	4043
governed by the laws of the state under which the foreign limited	4044
liability partnership is organized.	4045

(D) For purposes of this chapter, "foreign limited liability	4046
partnership" means a limited liability partnership organized and	4047
registered as such pursuant to the laws of another state.	4048

Sec. 1775.14.  (A) Subject to section 1339.65 of the Revised	4049
Code and except as provided in division (B) of this section, all	4050
partners are liable as follows:	4051

(1) Jointly and severally for everything chargeable to the	4052
partnership under sections 1775.12 and 1775.13 of the Revised	4053
Code. This joint and several liability is not subject to section	4054
2307.22 or 2315.36 of the Revised Code with respect to a tort	4055
claim that otherwise is subject to either of those sections.	4056

(2) Jointly for all other debts and obligations of the	4057
partnership, but any partner may enter into a separate obligation	4058
to perform a partnership contract.	4059

(B) Subject to divisions (C)(1) and (2) of this section or as	4060
otherwise provided in a written agreement between the partners of	4061
a registered limited liability partnership, a partner in a	4062
registered limited liability partnership, solely by reason of	4063
being a partner; acting or failing to act as a partner; or	4064
participating as an employee, consultant, contractor, or otherwise	4065
in the conduct of the business or activities of the registered	4066
limited liability partnership while the partnership is a	4067
registered limited liability partnership, is not personally	4068
liable, directly or indirectly, by way of indemnification,	4069
contribution, assessment, or otherwise, for debts, obligations, or	4070
other liabilities of any kind of, or chargeable to, the	4071
partnership or another partner or partners arising from negligence	4072
or from wrongful acts, errors, omissions, or misconduct, whether	4073
or not intentional or characterized as tort, contract, or	4074
otherwise, committed or occurring while the partnership is a	4075
registered limited liability partnership andor committed or	4076
occurring in the course of the partnership business by another	4077
partner or an employee, agent, or representative of the	4078
partnership.	4079

(C)(1) Division (B) of this section does not affect the	4080
liability of a partner in a registered limited liability	4081
partnership for that partner's own negligence, wrongful acts,	4082
errors, omissions, or misconduct, including that partner's own	4083
negligence, wrongful acts, errors, omissions, or misconduct in	4084
directly supervising any other partner or any employee, agent, or	4085
representative of the partnership.	4086

(2) Division (B) of this section shall not affect the	4087
liability of a partner for liabilities imposed by Chapters 5735.,	4088
5739., 5743., and 5747. and section 3734.908 of the Revised Code.	4089

(D) A partner in a registered limited liability partnership	4090
is not a proper party to an action or proceeding by or against a	4091
registered limited liability partnership with respect to any debt,	4092
obligation, or other liability of any kind described in division	4093
(B) of this section, unless the partner is liable under divisions	4094
(C)(1) and (2) of this section.	4095

(E) A registered limited liability partnership is liable out	4096
of partnership assets for partnership debts, obligations, and	4097
liabilities.	4098

(F)(1) The personal liability of a partner solely by reason	4099
of being such a partner, or acting or omitting to act in such	4100
capacity, of a registered limited liability partnership organized	4101
and registered under the laws of this state shall be determined	4102
only under the laws of this state.	4103

(2) The only actions required of a registered limited	4104
liability partnership or of individual partners in such a	4105
partnership in order to avail themselves of the limited liability	4106
provisions of this section are those required by this chapter.	4107

Sec. 1775.45.  (A) Pursuant to a written agreement of merger	4108
between the constituent entities as provided in this section, a	4109
domestic general partnership and one or more additional domestic	4110
general partnerships or other domestic or foreign entities may be	4111
merged into a surviving domestic general partnership. Pursuant to	4112
a written agreement of consolidation between the constituent	4113
entities as provided in this section, two or more domestic or	4114
foreign entities may be consolidated into a new domestic general	4115
partnership formed by such consolidation. If any constituent	4116
entity is formed or organized under the laws of any state other	4117
than this state or under any chapter of the Revised Code other	4118
than this chapter, the merger or consolidation also must be	4119
permitted by the chapter of the Revised Code under which each	4120
domestic constituent entity exists and by the laws under which	4121
each foreign constituent entity exists.	4122

(B) The written agreement of merger or consolidation of	4123
constituent entities into a surviving or new domestic general	4124
partnership shall set forth all of the following:	4125

(1) The name and the form of entity of each constituent	4126
entity, the state under the laws of which each constituent entity	4127
exists, and the name of the surviving or new domestic general	4128
partnership;	4129

(2) In the case of a merger, that one or more specified	4130
constituent entities will be merged into a specified surviving	4131
domestic general partnership, and, in the case of a consolidation,	4132
that the constituent entities will be consolidated into a new	4133
domestic general partnership;	4134

(3) All statements and matters required to be set forth in	4135
such an agreement of merger or consolidation by the laws under	4136
which each constituent entity exists;	4137

(4) In the case of a consolidation, the partnership agreement	4138
of the new domestic general partnership or a provision that the	4139
written partnership agreement of a specified constituent general	4140
partnership, a copy of which shall be attached to the agreement of	4141
consolidation, with any amendments that are set forth in the	4142
agreement of consolidation, shall be the agreement of general	4143
partnership of the new domestic general partnership;	4144

(5) The name and address of the statutory agent upon whom any	4145
process, notice, or demand against any constituent entity, the	4146
surviving domestic general partnership, or the new domestic	4147
general partnership may be served;	4148

(6) In the case of a merger, any changes in the general	4149
partners of the surviving domestic general partnership and, in the	4150
case of a consolidation, the general partners of the new domestic	4151
general partnership or a provision specifying the general partners	4152
of one or more specified constituent partnerships that shall	4153
constitute the initial general partners of the new domestic	4154
general partnership;	4155

(7) The terms of the merger or consolidation; the mode of	4156
carrying them into effect; and the manner and basis of converting	4157
the interests or shares in the constituent entities into, or	4158
substituting the interests or shares in the constituent entities	4159
for, interests, evidences of indebtedness, other securities, cash,	4160
rights, or any other property or any combination of interests,	4161
evidences of indebtedness, securities, cash, rights, or any other	4162
property of the surviving domestic general partnership, of the new	4163
domestic general partnership, or of any other entity. No such	4164
conversion or substitution shall be effected if there are	4165
reasonable grounds to believe that the conversion or substitution	4166
would render the surviving or new domestic general partnership	4167
unable to pay its obligations as they become due in the usual	4168
course of its affairs.	4169

(C) The written agreement of merger or consolidation of	4170
constituent entities into a surviving or new domestic general	4171
partnership may set forth any of the following:	4172

(1) The effective date of the merger or consolidation, which	4173
date may be on or after the date of the filing of the certificate	4174
of merger or consolidation;	4175

(2) A provision authorizing one or more of the constituent	4176
entities to abandon the proposed merger or consolidation prior to	4177
filing the certificate of merger or consolidation pursuant to	4178
section 1775.47 of the Revised Code by action of the general	4179
partners of a constituent partnership, the directors of a	4180
constituent corporation, or the comparable representatives of any	4181
other constituent entity;	4182

(3) In the case of a merger, any amendments to the agreement	4183
of general partnership of the surviving domestic general	4184
partnership, or a provision that the written partnership agreement	4185
of a specified constituent general partnership other than the	4186
surviving domestic general partnership, with any amendments that	4187
are set forth in the agreement of merger, shall be the partnership	4188
agreement of the surviving domestic general partnership;	4189

(4) A statement of, or a statement of the method of	4190
determining, the fair value of the assets to be owned by the	4191
surviving domestic general partnership;	4192

(5) The parties to the agreement of merger or consolidation	4193
in addition to the constituent entities;	4194

(6) Any additional provision necessary or desirable with	4195
respect to the proposed merger or consolidation.	4196

(D) To effect the merger or consolidation, the agreement of	4197
merger or consolidation shall be adopted by the general partners	4198
of each constituent domestic general partnership, including the	4199
surviving domestic general partnership in the case of a merger,	4200
and shall be adopted by or otherwise authorized by or on behalf of	4201
each other constituent entity in accordance with the laws under	4202
which it exists.	4203

(E) All partners, whether or not they are entitled to vote or	4204
act, shall be given written notice of any meeting of general	4205
partners of a constituent domestic general partnership or of any	4206
proposed action by general partners of a constituent domestic	4207
general partnership, which meeting or action is to adopt an	4208
agreement of merger or consolidation. The notice shall be given to	4209
the partners either by mail at their addresses as they appear on	4210
the records of the partnership or in person and, unless the	4211
partnership agreement provides a shorter or longer period, shall	4212
be given not less than seven and not more than sixty days before	4213
the meeting or the effective date of the action. The notice shall	4214
be accompanied by a copy or a summary of the material provisions	4215
of the agreement of merger or consolidation.	4216

(F) The vote or action of the general partners of a	4217
constituent domestic general partnership that is required to adopt	4218
an agreement of merger or consolidation is the unanimous vote or	4219
action of the general partners or such different number or	4220
proportion as provided in writing in the partnership agreement. If	4221
the agreement of merger or consolidation would have an effect or	4222
authorize any action that under any applicable provision of law or	4223
the partnership agreement could be effected or authorized only by	4224
or pursuant to a specified vote or action of the partners, or of	4225
any class or group of partners, the agreement of merger or	4226
consolidation also shall be adopted or approved by the same vote	4227
or action as would be required to effect that change or authorize	4228
that action. Each person who will continue to be or who will	4229
become a general partner of a partnership that is the surviving or	4230
new entity in a merger or consolidation shall specifically agree	4231
in writing to continue or to become, as the case may be, a general	4232
partner of the partnership that is the surviving or new entity.	4233

(G) At any time before the filing of the certificate of	4234
merger or consolidation pursuant to section 1775.47 of the Revised	4235
Code, the merger or consolidation may be abandoned by the general	4236
partners of any constituent partnership, the directors of any	4237
constituent corporation, or the comparable representatives of any	4238
other constituent entity if the general partners, directors, or	4239
other representatives are authorized to do so by the agreement of	4240
merger or consolidation or by the same vote or action as was	4241
required to adopt the agreement of merger or consolidation. The	4242
agreement of merger or consolidation may contain a provision	4243
authorizing less than all of the general partners of any	4244
constituent partnership, the directors of any constituent	4245
corporation, or the comparable representatives of any other	4246
constituent entity to amend the agreement of merger or	4247
consolidation at any time before the filing of the certificate of	4248
merger or consolidation, except that, after the adoption of the	4249
agreement of merger or consolidation by the general partners of	4250
any constituent domestic general partnership, less than all of the	4251
general partners shall not be authorized to amend the agreement of	4252
merger or consolidation to do any of the following:	4253

(1) Alter or change the amount or kind of interests, shares,	4254
evidences of indebtedness, other securities, cash, rights, or any	4255
other property to be received by general partners of the	4256
constituent domestic general partnership in conversion of, or in	4257
substitution for, their interests;	4258

(2) Alter or change any term of the partnership agreement of	4259
the surviving or new domestic general partnership, except for	4260
alterations or changes that could otherwise be adopted by the	4261
general partners of the surviving or new domestic general	4262
partnership;	4263

(3) Alter or change any other terms and conditions of the	4264
agreement of merger or consolidation if any of the alterations or	4265
changes, alone or in the aggregate, would materially adversely	4266
affect the general partners or any class or group of general	4267
partners of the constituent domestic general partnership.	4268

Sec. 1775.46.  (A) Pursuant to a written agreement of merger	4269
or consolidation between the constituent entities as provided in	4270
this section, a domestic general partnership and one or more	4271
additional domestic or foreign entities may be merged into a	4272
surviving entity other than a domestic general partnership, or a	4273
domestic general partnership together with one or more additional	4274
domestic or foreign entities may be consolidated into a new entity	4275
other than a domestic general partnership to be formed by such	4276
consolidation. The merger or consolidation must be permitted by	4277
the chapter of the Revised Code under which each domestic	4278
constituent entity exists and by the laws under which each foreign	4279
constituent entity exists.	4280

(B) The written agreement of merger or consolidation shall	4281
set forth all of the following:	4282

(1) The name and the form of entity of each constituent	4283
entity and the state under the laws of which each constituent	4284
entity exists;	4285

(2) In the case of a merger, that one or more specified	4286
constituent domestic general partnerships and other specified	4287
constituent entities will be merged into a specified surviving	4288
foreign entity or surviving domestic entity other than a domestic	4289
general partnership, or, in the case of a consolidation, that the	4290
constituent entities will be consolidated into a new foreign	4291
entity or a new domestic entity other than a domestic general	4292
partnership;	4293

(3) If the surviving or new entity is a foreign general	4294
partnership, all statements and matters that would be required by	4295
section 1775.45 of the Revised Code if the surviving or new entity	4296
were a domestic general partnership;	4297

(4) The name and the form of entity of the surviving or new	4298
entity, the state under the laws of which the surviving entity	4299
exists or the new entity is to exist, and the location of the	4300
principal office of the surviving or new entity;	4301

(5) All additional statements and matters required to be set	4302
forth in such an agreement of merger or consolidation by the laws	4303
under which each constituent entity exists and, in the case of a	4304
consolidation, the new entity is to exist;	4305

(6) The consent of the surviving or new foreign entity to be	4306
sued and served with process in this state and the irrevocable	4307
appointment of the secretary of state as its agent to accept	4308
service of process in any proceeding in this state to enforce	4309
against the surviving or new foreign entity any obligation of any	4310
constituent domestic general partnership or to enforce the rights	4311
of a dissenting partner of any constituent domestic general	4312
partnership;	4313

(7) If the surviving or new entity is a foreign corporation	4314
that desires to transact business in this state as a foreign	4315
corporation, a statement to that effect, together with a statement	4316
regarding the appointment of a statutory agent and service of any	4317
process, notice, or demand upon that statutory agent or the	4318
secretary of state, as required when a foreign corporation applies	4319
for a license to transact business in this state;	4320

(8) If the surviving or new entity is a foreign limited	4321
partnership that desires to transact business in this state as a	4322
foreign limited partnership, a statement to that effect, together	4323
with all of the information required under section 1782.49 of the	4324
Revised Code when a foreign limited partnership registers to	4325
transact business in this state;	4326

(9) If the surviving or new entity is a foreign limited	4327
liability company that desires to transact business in this state	4328
as a foreign limited liability company, a statement to that	4329
effect, together with all of the information required under	4330
section 1705.54 of the Revised Code when a foreign limited	4331
liability company registers to transact business in this state;	4332

(10) If the surviving or new entity is a foreign limited	4333
liability partnership that desires to transact business in this	4334
state as a foreign limited liability partnership, a statement to	4335
that effect, together with all of the information required under	4336
section 1775.64 of the Revised Code when a foreign limited	4337
liability partnership registers to transact business in this	4338
state.	4339

(C) The written agreement of merger or consolidation also may	4340
set forth any additional provision permitted by the laws of any	4341
state under the laws of which any constituent entity exists,	4342
consistent with the laws under which the surviving entity exists	4343
or the new entity is to exist.	4344

(D) To effect the merger or consolidation, the agreement of	4345
merger or consolidation shall be adopted by the general partners	4346
of each constituent domestic general partnership, in the same	4347
manner and with the same notice to and vote or action of partners	4348
or of a particular class or group of partners as is required by	4349
section 1775.45 of the Revised Code. The agreement of merger or	4350
consolidation also shall be approved or otherwise authorized by or	4351
on behalf of each constituent entity in accordance with the laws	4352
under which it exists. Each person who will continue to be or who	4353
will become a general partner of a partnership that is the	4354
surviving or new entity in a merger or consolidation shall	4355
specifically agree in writing to continue or to become, as the	4356
case may be, a general partner of the surviving or new entity.	4357

(E) At any time before the filing of the certificate of	4358
merger or consolidation pursuant to section 1775.47 of the Revised	4359
Code, the merger or consolidation may be abandoned by the general	4360
partners of any constituent partnership, the directors of any	4361
constituent corporation, or the comparable representatives of any	4362
other constituent entity if the general partners, directors, or	4363
comparable representatives are authorized to do so by the	4364
agreement of merger or consolidation. The agreement of merger or	4365
consolidation may contain a provision authorizing less than all of	4366
the general partners of any constituent partnership, the directors	4367
of any constituent corporation, or the comparable representatives	4368
of any other constituent entity to amend the agreement of merger	4369
or consolidation at any time before the filing of the certificate	4370
of merger or consolidation, except that after the adoption of the	4371
agreement of merger or consolidation by the general partners of	4372
any constituent domestic general partnership, less than all of the	4373
general partners shall not be authorized to amend the agreement of	4374
merger or consolidation to do any of the following:	4375

(1) Alter or change the amount or kind of interests, shares,	4376
evidences of indebtedness, other securities, cash, rights, or any	4377
other property to be received by general partners of the	4378
constituent domestic general partnership in conversion of or in	4379
substitution for their interests;	4380

(2) If the surviving or new entity is a partnership, alter or	4381
change any term of the partnership agreement of the surviving or	4382
new partnership, except for alterations or changes that otherwise	4383
could be adopted by the general partners of the surviving or new	4384
partnership;	4385

(3) If the surviving or new entity is a corporation or any	4386
other entity other than a partnership, alter or change any term of	4387
the articles or comparable instrument of the surviving or new	4388
corporation or entity, except for alterations or changes that	4389
otherwise could be adopted by the directors or comparable	4390
representatives of the surviving or new corporation or entity;	4391

(4) Alter or change any other terms and conditions of the	4392
agreement of merger or consolidation if any of the alterations or	4393
changes, alone or in the aggregate, would materially adversely	4394
affect the general partners or any class or group of general	4395
partners of the constituent domestic general partnership.	4396

Sec. 1775.47.  (A) Upon the adoption by each constituent	4397
entity of an agreement of merger or consolidation pursuant to	4398
section 1775.45 or 1775.46 of the Revised Code, a certificate of	4399
merger or consolidation shall be filed with the secretary of state	4400
that is signed by an authorized representative of each constituent	4401
entity. The certificate shall be on a form prescribed by the	4402
secretary of state and shall set forth only the information	4403
required by this section.	4404

(B)(1) The certificate of merger or consolidation shall set	4405
forth all of the following:	4406

(a) The name and the form of entity of each constituent	4407
entity and the state under the laws of which each constituent	4408
entity exists;	4409

(b) A statement that each constituent entity has complied	4410
with all of the laws under which it exists and that the laws	4411
permit the merger or consolidation;	4412

(c) The name and mailing address of the person or entity that	4413
is to provide, in response to any written request made by a	4414
shareholder, partner, or other equity holder of a constituent	4415
entity, a copy of the agreement of merger or consolidation;	4416

(d) The effective date of the merger or consolidation, which	4417
date may be on or after the date of the filing of the certificate;	4418

(e) The signature of the representative or representatives	4419
authorized to sign the certificate on behalf of each constituent	4420
entity and the office held or the capacity in which the	4421
representative is acting;	4422

(f) A statement that the agreement of merger or consolidation	4423
is authorized on behalf of each constituent entity and that the	4424
persons who signed the certificate on behalf of each entity are	4425
authorized to do so;	4426

(g) In the case of a merger, a statement that one or more	4427
specified constituent entities will be merged into a specified	4428
surviving entity or, in the case of a consolidation, a statement	4429
that the constituent entities will be consolidated into a new	4430
entity;	4431

(h) The name and form of the surviving entity in the case of	4432
a merger or the name and form of the new entity in the case of a	4433
consolidation;	4434

(i) In the case of a merger, if the surviving entity is a	4435
foreign entity not licensed to transact business in this state,	4436
the name and address of the statutory agent upon whom any process,	4437
notice, or demand may be served;	4438

(j) In the case of a consolidation, the name and address of	4439
the statutory agent upon whom any process, notice, or demand	4440
against any constituent entity or the new entity may be served.	4441

(2) In the case of a consolidation into a new domestic	4442
corporation, limited liability company, or limited partnership,	4443
the articles of incorporation, the articles of organization, or	4444
the certificate of limited partnership of the new domestic entity	4445
shall be filed with the certificate of consolidation.	4446

(3) In the case of a merger into a domestic corporation,	4447
limited liability company, or limited partnership, any amendments	4448
to the articles of incorporation, articles of organization, or	4449
certificate of limited partnership of the surviving domestic	4450
entity shall be filed with the certificate of merger.	4451

(4) If the surviving or new entity is a foreign entity that	4452
desires to transact business in this state as a foreign	4453
corporation, limited liability company, or limited partnership,	4454
the certificate of merger or consolidation shall be accompanied by	4455
the information required by division (B)(7), (8), or (9), or (10)	4456
of section 1775.46 of the Revised Code.	4457

(5) If a foreign or domestic corporation licensed to transact	4458
business in this state is a constituent entity and the surviving	4459
or new entity resulting from the merger or consolidation is not a	4460
foreign or domestic corporation that is to be licensed to transact	4461
business in this state, the certificate of merger or consolidation	4462
shall be accompanied by the affidavits, receipts, certificates, or	4463
other evidence required by division (H) of section 1701.86 of the	4464
Revised Code, with respect to each domestic constituent	4465
corporation, and by the affidavits, receipts, certificates, or	4466
other evidence required by division (C) or (D) of section 1703.17	4467
of the Revised Code, with respect to each foreign constituent	4468
corporation licensed to transact business in this state.	4469

(C) If any constituent entity in a merger or consolidation is	4470
organized or formed under the laws of a state other than this	4471
state or under any chapter of the Revised Code other than this	4472
chapter, there also shall be filed in the proper office all	4473
documents that are required to be filed in connection with the	4474
merger or consolidation by the laws of that state or by that	4475
chapter.	4476

(D) Upon the filing of a certificate of merger or	4477
consolidation and other filings as described in division (C) of	4478
this section or at any later date that the certificate of merger	4479
or consolidation specifies, the merger or consolidation is	4480
effective, subject to the limitation specified in division (B)(7)	4481
of section 1775.45 of the Revised Code.	4482

(E) The secretary of state shall furnish, upon request and	4483
payment of the fee specified in division (K)(2) of section 111.16	4484
of the Revised Code, the secretary of state's certificate setting	4485
forth: the name and form of entity of each constituent entity and	4486
the states under the laws of which each constituent entity existed	4487
prior to the merger or consolidation; the name and the form of	4488
entity of the surviving or new entity and the state under the laws	4489
of which the surviving entity exists or the new entity is to	4490
exist; the date of filing of the certificate of merger or	4491
consolidation with the secretary of state; and the effective date	4492
of the merger or consolidation. The certificate of the secretary	4493
of state, or a copy of the certificate of merger or consolidation	4494
certified by the secretary of state, may be filed for record in	4495
the office of the recorder of any county in this state and, if	4496
filed, shall be recorded in the records of deeds for that county.	4497
For that recording, the county recorder shall charge and collect	4498
the same fee as in the case of deeds.	4499

Sec. 1775.48.  (A) When a merger or consolidation becomes	4500
effective, all of the following apply:	4501

(1) The separate existence of each constituent entity other	4502
than the surviving entity in a merger shall cease, except that	4503
whenever a conveyance, assignment, transfer, deed, or other	4504
instrument or act is necessary to vest property or rights in the	4505
surviving or new entity, the general partners, officers, or other	4506
authorized representatives of the respective constituent entities	4507
shall execute, acknowledge, and deliver suchthe instruments and	4508
do such acts. For these purposes, the existence of the constituent	4509
entities and the authority of their respective general partners,	4510
officers, directors, or other representatives are continued	4511
notwithstanding the merger or consolidation.	4512

(2) In the case of a consolidation, the new entity exists	4513
when the consolidation becomes effective and, if the new entity is	4514
a domestic general partnership, the written partnership agreement	4515
contained in or provided for in the agreement of consolidation	4516
shall be its original partnership agreement.	4517

(3) In the case of a merger in which the surviving entity is	4518
a general partnership, the written partnership agreement of the	4519
surviving general partnership in effect immediately prior to the	4520
time the merger becomes effective shall be its partnership	4521
agreement after the merger except as otherwise provided in the	4522
agreement of merger.	4523

(4) The surviving or new entity possesses all of the	4524
following, and all of the following are vested in the surviving or	4525
new entity without further act or deed:	4526

(a) Except to the extent limited by the mandatory provisions	4527
of applicable law, the following:	4528

(i) All assets and property of every description of each	4529
constituent entity, and every interest in the assets and property	4530
of each constituent entity, wherever the assets, property, and	4531
interests are located. Title to any real estate or any interest in	4532
real estate that was vested in any constituent entity shall not	4533
revert or in any way be impaired by reason of the merger or	4534
consolidation.	4535

(ii) The rights, privileges, immunities, powers, franchises,	4536
and authority, whether of a public or private nature, of each	4537
constituent entity.	4538

(b) All obligations belonging to or due to each constituent	4539
entity.	4540

(5) The surviving or new entity is liable for all the	4541
obligations of each constituent entity, including liability to	4542
dissenting partners, dissenting shareholders, or other dissenting	4543
equity holders. Any claim existing or any action or proceeding	4544
pending by or against any constituent entity may be prosecuted to	4545
judgment with right of appeal, as if the merger or consolidation	4546
had not taken place, or the surviving or new entity may be	4547
substituted in place of any constituent entity.	4548

(6) All the rights of creditors of each constituent entity	4549
are preserved unimpaired, and all liens upon the property of any	4550
constituent entity are preserved unimpaired, on only the property	4551
affected by such liens immediately before the effective date of	4552
the merger or consolidation. If a general partner of a constituent	4553
partnership is not a general partner of the entity surviving or	4554
the new entity resulting from the merger or consolidation, then	4555
the former general partner shall have no liability for any	4556
obligation incurred after the merger or consolidation except to	4557
the extent that a former creditor of the constituent partnership	4558
in which the former general partner was a general partner extends	4559
credit to the surviving or new entity reasonably believing that	4560
the former general partner continued as a general partner of the	4561
surviving or new entity.	4562

(B) If a general partner of a constituent partnership is not	4563
a general partner of the entity surviving or the new entity	4564
resulting from the merger or consolidation, then unless that	4565
general partner agrees otherwise in writing, the general partner	4566
shall be indemnified by the surviving or new entity against all	4567
present or future liabilities of the constituent partnership of	4568
which the general partner was a general partner. Any amount	4569
payable pursuant to section 1775.50 of the Revised Code to a	4570
partner of the constituent partnership in which that general	4571
partner was a partner shall be a present liability of that	4572
constituent partnership.	4573

(C) In the case of a merger of a constituent domestic general	4574
partnership into a foreign surviving corporation, limited	4575
liability company, or general partnership that is not licensed or	4576
registered to transact business in this state or in the case of a	4577
consolidation of a constituent domestic limited partnership into a	4578
new foreign corporation, limited liability company, or limited	4579
partnership, or limited liability partnership, if the surviving or	4580
new entity intends to transact business in this state and the	4581
certificate of merger or consolidation is accompanied by the	4582
information described in division (B)(4) of section 1775.47 of the	4583
Revised Code, then on the effective date of the merger or	4584
consolidation the surviving or new entity shall be considered to	4585
have complied with the requirements for procuring a license or for	4586
registration to transact business in this state as a foreign	4587
corporation, limited liability company, or limited partnership, as	4588
the case may be. In such a case, a copy of the certificate of	4589
merger or consolidation certified by the secretary of state	4590
constitutes the license certificate prescribed for a foreign	4591
corporation or the application for registration prescribed for a	4592
foreign limited liability company or foreign limited partnership.	4593

(D) Any action to set aside any merger or consolidation on	4594
the ground that any section of the Revised Code applicable to the	4595
merger or consolidation has not been complied with shall be	4596
brought within ninety days after the effective date of the merger	4597
or consolidation or forever be barred.	4598

(E) In the case of an entity organized or existing under the	4599
laws of any state other than this state, this section is subject	4600
to the laws of the state under the laws of which the entity exists	4601
or in which it has property.	4602

Sec. 1775.49.  (A) Unless otherwise provided in writing in	4603
the partnership agreement of a constituent domestic general	4604
partnership, the following are entitled to relief as dissenting	4605
partners as provided in section 1775.50 of the Revised Code:	4606

(1) Partners of a domestic general partnership that is being	4607
merged or consolidated into a surviving or new entity, domestic or	4608
foreign, pursuant to section 1775.45 or 1775.46 of the Revised	4609
Code;	4610

(2) In the case of a merger into a domestic general	4611
partnership, partners of the surviving domestic general	4612
partnership who under section 1775.45 of the Revised Code are	4613
entitled to vote or act on the adoption of an agreement of merger,	4614
but only as to the interests so entitling them to vote or act;	4615

(3) Partners of a domestic partnership that is being	4616
converted into a converted entity pursuant to section 1775.53 of	4617
the Revised Code.	4618

(B) Unless otherwise expressly agreed to in writing, a	4619
general partner of any constituent partnership shall be liable to	4620
the partners of the constituent partnership for any amount payable	4621
to them pursuant to section 1775.50 of the Revised Code as if the	4622
amount so payable were an existing liability of the constituent	4623
partnership at the time of the merger or, consolidation, or	4624
conversion.	4625

Sec. 1775.50.  (A) A partner of a domestic general	4626
partnership is entitled to relief as a dissenting partner in	4627
respect of the proposals described in section 1775.49 of the	4628
Revised Code only in compliance with this section.	4629

(B) If the proposal of merger or, consolidation, or	4630
conversion is to be submitted to the partners at a meeting, the	4631
dissenting partner shall be a partner and a record holder of the	4632
partnership interests as to which the dissenting partner seeks	4633
relief as of the date fixed for the determination of partners	4634
entitled to notice of the meeting, and such interests shall not	4635
have been voted in favor of the proposal. Not later than ten days	4636
after the date on which the vote on the proposal was taken at the	4637
meeting of the partners, the dissenting partner shall deliver to	4638
the general partnership a written demand for payment to the	4639
dissenting partner of the fair cash value of the interests as to	4640
which the dissenting partner seeks relief that states the	4641
dissenting partner's address, the number and class of those	4642
interests, and the amount claimed by the dissenting partner as the	4643
fair cash value of the interests.	4644

(C) If the proposal of merger or, consolidation, or	4645
conversion is to be submitted to the partners for their written	4646
approval or other action without a meeting, the dissenting partner	4647
shall be a partner and a record holder of the interests of the	4648
partnership as to which the dissenting partner seeks relief as of	4649
the date the request for approval or action was sent to the	4650
partners entitled to act or otherwise approve the proposal, and	4651
the dissenting partner shall not have indicated approval of the	4652
proposal in the dissenting partner's capacity as a holder of such	4653
interests. Not later than fifteen days after the date on which the	4654
request for approval of or action on the proposal was mailed to	4655
the partners, the dissenting partner shall deliver to the	4656
partnership a written demand for payment to the dissenting partner	4657
of the fair cash value of the interests as to which the dissenting	4658
partner seeks relief, which demand shall state the dissenting	4659
partner's address, the number and class of such interests, and the	4660
amount claimed by the dissenting partner as the fair cash value of	4661
those interests.	4662

(D) In the case of a merger or consolidation, a demand served	4663
on the constituent domestic general partnership involved	4664
constitutes service on the surviving entity or the new entity,	4665
whether the demand is served before, on, or after the effective	4666
date of the merger or consolidation. In the case of a conversion,	4667
a demand served on the converting domestic partnership constitutes	4668
service on the converted entity, whether the demand is served	4669
before, on, or after the effective date of the conversion.	4670

(E) If the interests as to which a dissenting partner seeks	4671
relief are represented by certificates and if the domestic general	4672
partnership sends to the dissenting partner, at the address	4673
specified in the dissenting partner's demand, a request for	4674
certificates representing the interests as to which the dissenting	4675
partner seeks relief, the dissenting partner, within fifteen days	4676
from the date on which the request was sent, shall deliver to the	4677
general partnership the certificates requested so that the general	4678
partnership may endorse on them a legend to the effect that a	4679
demand for the fair cash value of such interests has been made.	4680
The general partnership promptly shall return the endorsed	4681
certificates to the dissenting partner. The failure of a	4682
dissenting partner to deliver such certificates terminates rights	4683
as a dissenting partner, at the option of the general partnership,	4684
exercised by written notice sent to the dissenting partner within	4685
twenty days after the lapse of the fifteen-day period, unless a	4686
court for good cause shown otherwise directs. If interests	4687
represented by a certificate on which such a legend has been	4688
endorsed are transferred, each new certificate issued for them	4689
shall bear a similar legend, together with the name of the	4690
original dissenting holder of such interests. Upon receiving a	4691
demand for payment from a dissenting partner who is a record	4692
holder of uncertificated interests, the general partnership shall	4693
make an appropriate notation of the demand for payment in its	4694
records. If uncertificated interests for which payment has been	4695
demanded are to be transferred, any writing sent to evidence the	4696
transfer shall bear the legend required for certificated interests	4697
as provided in this division. A transferee of the interests	4698
receiving a certificate so endorsed, or of uncertificated	4699
interests where such a notation has been made, acquires only such	4700
the rights in the general partnership as the original partner	4701
holding suchthe interests had immediately after the service of a	4702
demand for payment of the fair cash value of the interests. A	4703
request under this division by the general partnership is not an	4704
admission by it that the holder of the interest is entitled to	4705
relief under this section.	4706

(F) Unless the partnership agreement of the constituent	4707
domestic general partnership in which the dissenting partner was a	4708
partner provides a reasonable basis for determining and paying the	4709
fair cash value of the interests as to which the dissenting	4710
partner seeks relief or unless that partnership and the dissenting	4711
partner have come to an agreement on the fair cash value of the	4712
interests as to which the dissenting partner seeks relief, the	4713
dissenting partner or the general partnership, which in the case	4714
of a merger or consolidation may be the surviving or new entity,	4715
or in the case of a conversion may be the converted entity, within	4716
ninety days after the service of the demand by the dissenting	4717
partner, may file a complaint under section 1775.51 of the Revised	4718
Code. The complaint shall be filed in the court of common pleas of	4719
the county in which the principal office of the general	4720
partnership that issued the interests is located or was located	4721
when the proposal of merger or, consolidation, or conversion was	4722
adopted by the partners of the general partnership. Other	4723
dissenting partners, within that ninety-day period, may join as	4724
plaintiffs or may be joined as defendants in any such proceeding,	4725
and any two or more such proceedings may be consolidated.	4726

(G) The right and obligation of a dissenting partner to	4727
receive such fair cash value and to sell such interests as to	4728
which the dissenting partner seeks relief and the right and	4729
obligation of the domestic general partnership to purchase such	4730
interests and to pay the fair cash value of them terminate if any	4731
of the following applies:	4732

(1) The dissenting partner has not complied with this	4733
section, unless the general partnership waives such failure.	4734

(2) The general partnership abandons the merger or,	4735
consolidation, or conversion or is finally enjoined or prevented	4736
from carrying it out, or the partners rescind their adoption or	4737
approval of the merger or, consolidation, or conversion.	4738

(3) The dissenting partner withdraws the dissenting partner's	4739
demand, with the consent of the general partnership.	4740

(4) All of the following apply:

4741

(a) The partnership agreement of the constituent domestic	4742
general partnership in which the dissenting partner was a partner	4743
does not provide a reasonable basis for determining and paying the	4744
dissenting partner the fair cash value of the dissenting partner's	4745
interest.	4746

(b) The general partnership and the dissenting partner have	4747
not agreed upon the fair cash value of the interest.	4748

(c) Neither the dissenting partner nor the general	4749
partnership has filed or joined in a complaint under division (F)	4750
of this section within the period provided in that division.	4751

(H) Unless otherwise provided in the partnership agreement of	4752
the constituent domestic general partnership in which the	4753
dissenting partner was a partner, from the time the dissenting	4754
partner gives the demand until either the termination of the	4755
rights and obligations arising from it or the purchase of the	4756
interests by the general partnership, all other rights accruing	4757
from such interests, including voting or distribution rights, are	4758
suspended. If, during the suspension, any distribution is paid in	4759
money upon interests of suchthat class or any dividend,	4760
distribution, or interest is paid in money upon any securities	4761
issued in extinguishment of, or in substitution for, such	4762
interest, an amount equal to the dividend, distribution, or	4763
interest that, except for the suspension, would have been payable	4764
upon such interests or securities shall be paid to the holder of	4765
record as a credit upon the fair cash value of the interests. If	4766
the right to receive fair cash value is terminated other than by	4767
the purchase of the interests by the general partnership, all	4768
rights of the dissenting partner shall be restored and all	4769
distributions that, except for the suspension, would have been	4770
made shall be made to the holder of record of the interests at the	4771
time of termination.	4772

Sec. 1775.51.  (A) When authorized by division (F) of section	4773
1775.50 of the Revised Code, a dissenting partner or general	4774
partnership may file a complaint under this section demanding the	4775
relief described in this section. A complaint filed under this	4776
section shall contain a brief statement of the facts, including	4777
the vote or action by the partners and the facts entitling the	4778
dissenting partner to the relief demanded. No answer to such a	4779
complaint is required. Upon the filing of such a complaint, the	4780
court, on motion of the petitioner, shall enter an order fixing a	4781
date for a hearing on the complaint and requiring that a copy of	4782
the complaint and a notice of the filing and of the date for the	4783
hearing be given to the respondent or defendant in the manner in	4784
which summons is required to be served or substituted service is	4785
required to be made in other cases. On the date fixed for the	4786
hearing on the complaint or any adjournment of it, the court shall	4787
determine from the complaint and from such evidence as is	4788
submitted by either party whether the dissenting partner is	4789
entitled to be paid the fair cash value of any interests and, if	4790
so, the number and class of suchthe interests. If the court finds	4791
that the dissenting partner is so entitled, it may appoint one or	4792
more persons as appraisers to receive evidence and to recommend a	4793
decision on the amount of the fair cash value. The appraisers have	4794
such power and authority as is specified in the order of their	4795
appointment. The court thereupon shall make a finding as to the	4796
fair cash value of the interests and shall render judgment against	4797
the general partnership for the payment of it, with interest at	4798
sucha rate and from sucha date as the court considers equitable.	4799
The costs of the proceeding, including reasonable compensation to	4800
the appraisers to be fixed by the court, shall be assessed or	4801
apportioned as the court considers equitable. The proceeding is a	4802
special proceeding and final orders in it may be vacated,	4803
modified, or reversed on appeal pursuant to the Rules of Appellate	4804
Procedure and, to the extent not in conflict with those rules,	4805
Chapter 2505. of the Revised Code. If, during the pendency of any	4806
proceeding under this section, a suit or proceeding is or has been	4807
instituted to enjoin or otherwise to prevent the carrying out of	4808
the action as to which the partner has dissented, the proceeding	4809
instituted under this section shall be stayed until the final	4810
determination of the other suit or proceeding. Unless any	4811
provision of division (G) of section 1775.50 of the Revised Code	4812
is applicable, the fair cash value of the interests that is agreed	4813
upon by the parties or fixed under this section shall be paid	4814
within thirty days after the date of final determination of such	4815
value under this division or the consummation of the merger or,	4816
consolidation, or conversion, whichever occurs last. Upon the	4817
occurrence of the last such event, payment shall be made	4818
immediately to a holder of uncertificated interests entitled to	4819
such payment. In the case of holders of interests represented by	4820
certificates, payment shall be made only upon and simultaneously	4821
with the surrender to the domestic general partnership of the	4822
certificates representing the interests for which the payment is	4823
made.	4824

(B) If the proposal of merger or, consolidation, or	4825
conversion was submitted to the partners of the general	4826
partnership for a vote at a meeting, fair cash value as to those	4827
partners shall be determined as of the day before the day on which	4828
the vote by the partners was taken. If the proposal was submitted	4829
to the partners for written approval or other action, fair cash	4830
value as to those partners shall be determined as of the day	4831
before the day on which the request for the approval or action was	4832
sent. The fair cash value of an interest for purposes of this	4833
section is the amount that a willing seller who is under no	4834
compulsion to sell would be willing to accept and that a willing	4835
buyer who is under no compulsion to purchase would be willing to	4836
pay, but the fair cash value paid to any partner shall not exceed	4837
the amount specified in the demand of that partner. In computing	4838
such fair cash value, any appreciation or depreciation in market	4839
value resulting from the merger or, consolidation, or conversion	4840
shall be excluded.	4841

Sec. 1775.52. If a domestic general partnership is a	4842
constituent entity to a merger or consolidation that has become	4843
effective, and the domestic general partnership is not the	4844
surviving or resulting entity of the merger or consolidation, or	4845
if a domestic partnership is the converting entity in a	4846
conversion, a judgment creditor of a partner of that domestic	4847
general partnership shall not levy execution against the assets of	4848
the partner to satisfy a judgment based on a claim against the	4849
surviving or resulting entity of the merger or, consolidation, or	4850
conversion unless any of the following applies:	4851

(A) The claim is for an obligation of the domestic general	4852
partnership for which the partner is liable as provided in this	4853
chapter and one of the following applies:	4854

(1) A judgment based on the same claim has been obtained	4855
against the surviving or resulting entity of the merger or	4856
consolidation or the entity resulting from the conversion and a	4857
writ of execution on the judgment has been returned unsatisfied in	4858
whole or in part.	4859

(2) The surviving or resulting entity of the merger or,	4860
consolidation, or conversion is a debtor in bankruptcy.	4861

(3) The partner has agreed that the creditor need not exhaust	4862
the assets of the domestic general partnership that was not the	4863
surviving or resulting entity of the merger or consolidation or	4864
the entity resulting from the conversion.	4865

(4) The partner has agreed that the creditor need not exhaust	4866
the assets of the surviving or resulting entity of the merger or	4867
consolidation or the entity resulting from the conversion.	4868

(B) A court grants permission to the judgment creditor to	4869
levy execution against the assets of the partner based on a	4870
finding that the assets of the surviving or resulting entity of	4871
the merger or, consolidation, or conversion that are subject to	4872
execution are clearly insufficient to satisfy the judgment, that	4873
exhaustion of the assets of the surviving or resulting entity of	4874
the merger or consolidation or the entity resulting from the	4875
conversion is excessively burdensome, or that the grant of	4876
permission is an appropriate exercise of the court's equitable	4877
powers.	4878

(C) Liability is imposed on the partner by law or contract	4879
independent of the existence of the surviving or resulting entity	4880
of the merger or consolidation or the entity resulting from the	4881
conversion.	4882

Sec. 1775.53. (A) Subject to division (B)(2) of this section,	4883
pursuant to a written declaration of conversion as provided in	4884
this section, a domestic or foreign entity other than a domestic	4885
partnership may be converted into a domestic partnership. The	4886
conversion also must be permitted by the chapter of the Revised	4887
Code or by the laws under which the converting entity exists.	4888

(B)(1) The written declaration of conversion shall set forth	4889
all of the following:	4890

(a) The name and form of entity that is being converted, the	4891
name of the entity into which the entity will be converted, and	4892
the jurisdiction of formation of the converting entity;	4893

(b) If the converted entity is a limited liability	4894
partnership, its registration application;	4895

(c) The partnership agreement of the converted domestic	4896
partnership or a provision that the written agreement of the	4897
converting entity, a copy of which shall be attached to the	4898
declaration of conversion, with any amendments that are set forth	4899
in the declaration of conversion, is the agreement of the	4900
converted domestic partnership;	4901

(d) The general partners of the converted partnership;

4902

(e) All statements and matters required to be set forth in an	4903
instrument of conversion by the laws under which the converting	4904
entity exists;	4905

(f) The terms of the conversion; the mode of carrying them	4906
into effect; and the manner and basis of converting the interests	4907
or shares of the converting entity into, or substituting the	4908
interests or shares in the converting entity for, interests,	4909
evidences of indebtedness, other securities, cash, rights, or any	4910
other property or any combination of interests, evidences of	4911
indebtedness, other securities, cash, rights, or any other	4912
property of the converted partnership.	4913

(2) No conversion or substitution described in this section	4914
shall be effected if there are reasonable grounds to believe that	4915
the conversion or substitution would render the converted	4916
partnership unable to pay its obligations as they become due in	4917
the usual course of its affairs.	4918

(C) The written declaration of conversion may set forth any	4919
of the following:	4920

(1) The effective date of the conversion, which date may be	4921
on or after the date of the filing of the certificate of	4922
conversion pursuant to section 1775.55 of the Revised Code;	4923

(2) A provision authorizing the converting entity to abandon	4924
the proposed conversion by action of authorized representatives of	4925
the converting entity taken prior to the filing of the certificate	4926
of conversion pursuant to section 1775.55 of the Revised Code;	4927

(3) A statement of, or a statement of the method to be used	4928
to determine, the fair value of the assets owned by the converting	4929
entity at the time of the conversion;	4930

(4) The parties to the declaration of conversion in addition	4931
to the converting entity;	4932

(5) Any additional provision necessary or desirable with	4933
respect to the proposed conversion or the converted entity.	4934

(D) At any time before the filing of the certificate of	4935
conversion pursuant to section 1775.55 of the Revised Code, the	4936
conversion may be abandoned by any representatives authorized to	4937
do so by the declaration of conversion, or by the same vote as was	4938
required to adopt the declaration of conversion.	4939

(E) Unless the converted entity is a limited liability	4940
partnership, each person that will be a partner of the partnership	4941
that is the converted entity specifically shall agree in writing	4942
to be a partner in the partnership that is the converted entity.	4943

Sec. 1775.54. (A) Subject to division (B)(2) of this section,	4944
pursuant to a written declaration of conversion as provided in	4945
this section, a domestic partnership may be converted into a	4946
domestic or foreign entity other than a domestic partnership. The	4947
conversion also must be permitted by the chapter of the Revised	4948
Code or by the laws under which the converted entity will exist.	4949

(B)(1) The written declaration of conversion shall set forth	4950
all of the following:	4951

(a) The name and form of entity that is being converted, the	4952
name of the entity into which the entity will be converted, the	4953
form of the converted entity, and the jurisdiction of formation of	4954
the converted entity;	4955

(b) If the converted entity is a domestic entity, the	4956
complete terms of all documents required under the applicable	4957
chapter of the Revised Code to form the converted entity;	4958

(c) If the converted entity is a foreign entity, all of the	4959
following:	4960

(i) The complete terms of all documents required under the	4961
law of its formation to form the converted entity;	4962

(ii) The consent of the converted entity to be sued and	4963
served with process in this state, and the irrevocable appointment	4964
of the secretary of state as the agent of the converted entity to	4965
accept service of process in this state to enforce against the	4966
converted entity any obligation of the converting partnership or	4967
to enforce the rights of a dissenting partner of the converting	4968
partnership;	4969

(iii) If the converted entity desires to transact business in	4970
this state, the information required to qualify or be licensed	4971
under the applicable chapter of the Revised Code;	4972

(d) All other statements and matters required to be set forth	4973
in the declaration of conversion by the applicable chapter of the	4974
Revised Code if the converted entity is a domestic entity, or by	4975
the laws under which the converted entity will be formed, if the	4976
converted entity is a foreign entity;	4977

(e) The terms of the conversion; the mode of carrying them	4978
into effect; and the manner and basis of converting the interests	4979
or shares of the converting partnership into, or substituting the	4980
interests in the converting partnership for, interests, evidences	4981
of indebtedness, other securities, cash, rights, or any other	4982
property or any combination of interests, evidences of	4983
indebtedness, other securities, cash, rights, or any other	4984
property of the converted entity.	4985

(2) No conversion or substitution described in this section	4986
shall be effected if there are reasonable grounds to believe that	4987
the conversion or substitution would render the converted entity	4988
unable to pay its obligations as they become due in the usual	4989
course of its affairs.	4990

(C) The written declaration of conversion may set forth any	4991
of the following:	4992

(1) The effective date of the conversion, which date may be	4993
on or after the date of the filing of the certificate of	4994
conversion pursuant to section 1775.55 of the Revised Code;	4995

(2) A provision authorizing the converting partnership to	4996
abandon the proposed conversion by action of the partners of the	4997
converting partnership taken prior to the filing of the	4998
certificate of conversion pursuant to section 1775.55 of the	4999
Revised Code;	5000

(3) A statement of, or a statement of the method to be used	5001
to determine, the fair value of the assets owned by the converting	5002
partnership at the time of the conversion;	5003

(4) The parties to the declaration of conversion in addition	5004
to the converting entity;	5005

(5) Any additional provision necessary or desirable with	5006
respect to the proposed conversion or the converted entity.	5007

(D) The partners of the converting partnership must adopt the	5008
declaration of conversion to effect the conversion.	5009

(E)(1) All partners, whether or not they are entitled to vote	5010
or act, shall be given written notice of any meeting of partners	5011
of a partnership or of any proposed action by the partners, which	5012
meeting or action is to adopt a declaration of conversion. The	5013
notice shall be given to the partners either as provided in	5014
writing in the partnership agreement or by mail at the partners'	5015
addresses as they appear on the records of the partnership, or in	5016
person. Unless the partnership agreement provides a shorter or	5017
longer period, notice shall be given not less than seven and not	5018
more than sixty days before the meeting or the effective date of	5019
the action.	5020

(2) The notice described in division (E)(1) of this section	5021
shall be accompanied by a copy or a summary of the material	5022
provisions of the declaration of conversion.	5023

(F) The unanimous vote or action of the partners of a	5024
converting partnership, or a different number or proportion as	5025
provided in writing in the partnership agreement, is required to	5026
adopt a declaration of conversion.	5027

If the declaration of conversion would have an effect or	5028
authorize any action that under any applicable law or the	5029
partnership agreement could be effected or authorized only by or	5030
pursuant to a specified vote or action of the partners, or of any	5031
class or group of partners, the declaration of conversion also	5032
must be adopted or approved by the same vote or action as would be	5033
required to effect that change or authorize that action.	5034

(G)(1) At any time before the filing of the certificate of	5035
conversion pursuant to section 1775.55 of the Revised Code, the	5036
conversion may be abandoned by all of the partners of the	5037
converting partnership or by any representatives authorized to do	5038
so by the declaration of conversion, or by the same vote as was	5039
required to adopt the declaration of conversion.	5040

(2) The declaration of conversion may contain a provision	5041
authorizing less than all of the partners to amend the declaration	5042
of conversion at any time before the filing of the certificate of	5043
conversion pursuant to section 1775.55 of the Revised Code, except	5044
that, after the adoption of the declaration of conversion by the	5045
partners, less than all the partners are not authorized to amend	5046
the declaration of conversion to do any of the following:	5047

(a) Alter or change the amount or kind of interests, shares,	5048
evidences of indebtedness, other securities, cash rights, or any	5049
other property to be received by the partners of the converting	5050
partnership in conversion of, or substitution for, their	5051
interests;	5052

(b) Alter or change any term of the organizational documents	5053
of the converted entity except for alterations or changes that are	5054
adopted with the vote or action of the persons the vote or action	5055
of which would be required for the alteration or change after the	5056
conversion;	5057

(c) Alter or change any other terms and conditions of the	5058
declaration of conversion if any of the alterations or changes,	5059
alone or in the aggregate, materially and adversely would affect	5060
the partners or any class or group of partners of the converting	5061
partnership.	5062

Sec. 1775.55. (A) Upon the adoption of a declaration of	5063
conversion pursuant to section 1775.53 or 1775.54 of the Revised	5064
Code, or at a later time as authorized by the declaration of	5065
conversion, a certificate of conversion that is signed by an	5066
authorized representative of the converting entity shall be filed	5067
with the secretary of state. The certificate shall be on a form	5068
prescribed by the secretary of state and shall set forth only the	5069
information required by this section.	5070

(B)(1) The certificate of conversion shall set forth all of	5071
the following:	5072

(a) The name and the form of entity of the converting entity	5073
and the state under the laws of which the converting entity	5074
exists;	5075

(b) A statement that the converting entity has complied with	5076
all of the laws under which it exists and that those laws permit	5077
the conversion;	5078

(c) The name and mailing address of the person or entity that	5079
is to provide a copy of the declaration of conversion in response	5080
to any written request made by a shareholder, partner, or member	5081
of the converting entity;	5082

(d) The effective date of the conversion, which date may be	5083
on or after the date of the filing of the certificate pursuant to	5084
this section;	5085

(e) The signature of the representative or representatives	5086
authorized to sign the certificate on behalf of the converting	5087
entity and the office held or the capacity in which the	5088
representative is acting;	5089

(f) A statement that the declaration of conversion is	5090
authorized on behalf of the converting entity and that each person	5091
that signed the certificate on behalf of the converting entity is	5092
authorized to do so;	5093

(g) The name and the form of the converted entity and the	5094
state under the laws of which the converted entity will exist;	5095

(h) If the converted entity is a foreign entity that will not	5096
be licensed in this state, the name and address of the statutory	5097
agent upon whom any process, notice, or demand may be served.	5098

(2) In the case of a conversion into a new domestic	5099
corporation, limited liability company, limited partnership, or	5100
other partnership, any organizational document that would be filed	5101
upon the creation of the converted entity shall be filed with the	5102
certificate of conversion.	5103

(3) If the converted entity is a foreign entity that desires	5104
to transact business in this state, the certificate of conversion	5105
shall be accompanied by the information required by division	5106
(B)(7), (8), (9), or (10) of section 1775.46 of the Revised Code.	5107

(4) If a foreign or domestic corporation licensed to transact	5108
business in this state is the converting entity, the certificate	5109
of conversion shall be accompanied by the affidavits, receipts,	5110
certificates or other evidence required by division (H) of section	5111
1701.86 of the Revised Code with respect to a converting domestic	5112
corporation, or by the affidavits, receipts, certificates or other	5113
evidence required by division (C) or (D) of section 1703.17 of the	5114
Revised Code with respect to a foreign corporation.	5115

(C) If the converting entity or the converted entity is	5116
organized or formed under the laws of a state other than this	5117
state or under any chapter of the Revised Code other than this	5118
chapter, all documents required to be filed in connection with the	5119
conversion by the laws of that state or that chapter also shall be	5120
filed in the proper office.	5121

(D) Upon the filing of a certificate of conversion and other	5122
filings required by division (C) of this section, or at any later	5123
date that the certificate of conversion specifies, the conversion	5124
is effective, subject to the limitation that no conversion shall	5125
be effected if there are reasonable grounds to believe that the	5126
conversion would render the converted entity unable to pay its	5127
obligations as they become due in the usual course of its affairs.	5128

(E) The secretary of state shall furnish, upon request and	5129
payment of the fee specified in division (K)(2) of section 111.16	5130
of the Revised Code, the secretary of state's certificate setting	5131
forth all of the following:	5132

(1) The name and form of entity of the converting entity and	5133
the state under the laws of which it existed prior to the	5134
conversion;	5135

(2) The name and the form of entity of the converted entity	5136
and the state under the law of which it will exist;	5137

(3) The date of filing of the certificate of conversion with	5138
the secretary of state and the effective date of the conversion.	5139

(F) The certificate of the secretary of state, or a copy of	5140
the certificate of conversion certified by the secretary of state,	5141
may be filed for record in the office of the recorder of any	5142
county in this state and, if filed, shall be recorded in the	5143
records of deeds for that county. For the recording, the county	5144
recorder shall charge and collect the same fee as in the case of	5145
deeds.	5146

Sec. 1775.56. (A) Upon a conversion becoming effective, all	5147
of the following apply:	5148

(1) The converting entity is continued in the converted	5149
entity.	5150

(2) The converted entity exists, and the converting entity	5151
ceases to exist.	5152

(3) The converted entity possesses both of the following, and	5153
both of the following continue in the converted entity without any	5154
further act or deed:	5155

(a) Except to the extent limited by requirements of	5156
applicable law, both of the following:	5157

(i) All assets and property of every description of the	5158
converting entity and every interest in the assets and property of	5159
the converting entity, wherever the assets, property, and	5160
interests are located. Title to any real estate or any interest in	5161
real estate that was vested in the converting entity does not	5162
revert or in any way is impaired by reason of the conversion.	5163

(ii) The rights, privileges, immunities, powers, franchises,	5164
and authority, whether of a public or a private nature, of the	5165
converting entity.	5166

(b) All obligations belonging or due to the converting	5167
entity.	5168

(4) All the rights of creditors of the converting entity are	5169
preserved unimpaired, and all liens upon the property of the	5170
converting entity are preserved unimpaired. If a general partner	5171
of a converting partnership is not a general partner of the entity	5172
resulting from the conversion, then the former general partner has	5173
no liability for any obligation incurred after the conversion	5174
except to the extent that a former creditor of the converting	5175
partnership in which the former general partner was a general	5176
partner extends credit to the converted entity reasonably	5177
believing that the former general partner continues as a general	5178
partner of the converted entity.	5179

(B) If a general partner of a converting partnership is not a	5180
general partner of the entity resulting from the conversion, then	5181
unless that general partner agrees otherwise in writing, the	5182
general partner shall be indemnified by the converted entity	5183
against all present or future liabilities of the converting	5184
partnership of which the general partner was a general partner.	5185
Any amount payable pursuant to section 1775.50 of the Revised Code	5186
to a partner of the converting partnership in which that general	5187
partner was a partner is a present liability of the converting	5188
partnership.	5189

(C) In the case of a conversion into a foreign corporation,	5190
limited liability company, or partnership that is not licensed or	5191
registered to transact business in this state, if the converted	5192
entity intends to transact business in this state, and the	5193
certificate of conversion is accompanied by the information	5194
described in division (B)(4) of section 1775.47 of the Revised	5195
Code, then on the effective date of the conversion, the converted	5196
entity is considered to have complied with the requirements for	5197
procuring a license or for registration to transact business in	5198
this state as a foreign corporation, limited liability company,	5199
limited partnership, or limited liability partnership as the case	5200
may be. In such a case, a copy of the certificate of conversion	5201
certified by the secretary of state constitutes the license	5202
certificate prescribed for a foreign corporation or the	5203
application for registration prescribed for a foreign limited	5204
liability company, foreign limited partnership, or foreign limited	5205
liability partnership.	5206

(D) Any action to set aside any conversion on the ground that	5207
any section of the Revised Code applicable to the conversion has	5208
not been complied with shall be brought within ninety days after	5209
the effective date of the conversion or is forever barred.	5210

(E) In the case of a converting or converted entity organized	5211
or existing under the laws of any state other than this state,	5212
this section is subject to the laws of the state under which that	5213
entity exists or in which it has property.	5214

Sec. 1782.435.  (A) Unless otherwise provided in writing in	5215
the partnership agreement of a constituent domestic limited	5216
partnership, the following are entitled to relief as dissenting	5217
partners as provided in section 1782.436 of the Revised Code:	5218

(1) Partners of a domestic limited partnership that is being	5219
merged or consolidated into a surviving or new entity, domestic or	5220
foreign, pursuant to section 1782.431 or 1782.432 of the Revised	5221
Code;	5222

(2) In the case of a merger into a domestic limited	5223
partnership, partners of the surviving domestic limited	5224
partnership who under section 1782.431 of the Revised Code are	5225
entitled to vote or act on the adoption of an agreement or merger,	5226
but only as to the interests so entitling them to vote or act;	5227

(3) Partners of a domestic limited partnership that is being	5228
converted into a converted entity pursuant to section 1782.439 of	5229
the Revised Code.	5230

(B) Unless otherwise expressly agreed to in writing, a	5231
general partner of any constituent partnership shall be liable to	5232
the partners of the constituent partnership for any amount payable	5233
to them pursuant to section 1782.436 of the Revised Code as if the	5234
amount so payable were an existing liability of the constituent	5235
partnership at the time of the merger or consolidation.	5236

Sec. 1782.436.  (A) A partner of a domestic limited	5237
partnership is entitled to relief as a dissenting partner in	5238
respect of the proposals described in section 1782.435 of the	5239
Revised Code only in compliance with this section.	5240

(B) If the proposal of merger or, consolidation, or	5241
conversion is to be submitted to the partners at a meeting, the	5242
dissenting partner shall be a partner and a record holder of the	5243
partnership interests as to which hethe dissenting partner seeks	5244
relief as of the date fixed for the determination of partners	5245
entitled to notice of the meeting, and such interests shall not	5246
have been voted in favor of the proposal. Not later than ten days	5247
after the date on which the vote on the proposal was taken at the	5248
meeting of the partners, the dissenting partner shall deliver to	5249
the limited partnership a written demand for payment to himthe	5250
dissenting partner of the fair cash value of the interests as to	5251
which hethe dissenting partner seeks relief that states histhe	5252
dissenting partner's address, the number and class of those	5253
interests, and the amount claimed by himthe dissenting partner as	5254
the fair cash value of the interests.	5255

(C) If the proposal of merger or, consolidation, or	5256
conversion is to be submitted to the partners for their written	5257
approval or other action without meeting, the dissenting partner	5258
shall be a partner and a record holder of the interests of the	5259
partnership as to which hethe dissenting partner seeks relief as	5260
of the date suchthe writing was sent to the partners entitled to	5261
act or otherwise approve the proposal, and the dissenting partner	5262
shall not have indicated his approval of the proposal in histhe	5263
dissenting partner's capacity as a holder of such interests. Not	5264
later than fifteen days after the date on which request for	5265
approval of the proposal was mailed to the partners, the	5266
dissenting partner shall deliver to the partnership a written	5267
demand for payment to himthe dissenting partner of the fair cash	5268
value of the interests as to which hethe dissenting partner seeks	5269
relief, which demand shall state histhe dissenting partner's	5270
address, the number and class of such interests, and the amount	5271
claimed by himthe dissenting partner as the fair cash value of	5272
those interests.	5273

(D) In the case of a merger or consolidation, a demand served	5274
on the constituent domestic limited partnership involved	5275
constitutes service on the surviving entity or the new entity,	5276
whether the demand is served before, on, or after the effective	5277
date of the merger or consolidation. In the case of a conversion,	5278
a demand served on the converting domestic limited partnership	5279
constitutes service on the converted entity, whether the demand is	5280
served before, on, or after the effective date of the conversion.	5281

(E) If the interests as to which a dissenting partner seeks	5282
relief are represented by certificates and if the domestic limited	5283
partnership sends to the dissenting partner, at the address	5284
specified in histhe dissenting partner's demand, a request for	5285
certificates representing the interests as to which hethe	5286
dissenting partner seeks relief, the dissenting partner, within	5287
fifteen days from the date on which the request was sent, shall	5288
deliver to the limited partnership the certificates requested so	5289
that the limited partnership may endorse on them a legend to the	5290
effect that a demand for the fair cash value of such interests has	5291
been made. The limited partnership promptly shall return the	5292
endorsed certificates to the dissenting partner. The failure of a	5293
dissenting partner to deliver such certificates terminates his	5294
rights as a dissenting partner, at the option of the limited	5295
partnership, exercised by written notice sent to the dissenting	5296
partner within twenty days after the lapse of the fifteen-day	5297
period, unless a court for good cause shown otherwise directs. If	5298
interests represented by a certificate on which such a legend has	5299
been endorsed are transferred, each new certificate issued for	5300
them shall bear a similar legend, together with the name of the	5301
original dissenting holder of such interests. Upon receiving a	5302
demand for payment from a dissenting partner who is a record	5303
holder of uncertificated interests, the limited partnership shall	5304
make an appropriate notation of the demand for payment in its	5305
records. If uncertificated interests for which payment has been	5306
demanded are to be transferred, any writing sent to evidence the	5307
transfer shall bear the legend required for certificated	5308
securities as provided in this division. A transferee of the	5309
interests receiving a certificate so endorsed, or of	5310
uncertificated securities where such a notation has been made,	5311
acquires only such rights in the limited partnership as the	5312
original partner holding such interests had immediately after the	5313
service of a demand for payment of the fair cash value of the	5314
interests. A request under this division by the limited	5315
partnership is not an admission by it that the holder of the	5316
interest is entitled to relief under this section.	5317

(F) Unless the partnership agreement of the constituent	5318
domestic limited partnership in which the dissenting partner was a	5319
partner provides a reasonable basis for determining and paying the	5320
fair cash value of the interests as to which the dissenting	5321
partner seeks relief or unless the limited partnership and the	5322
dissenting partner have come to an agreement on the fair cash	5323
value of the interests as to which the dissenting partner seeks	5324
relief, the dissenting partner or the limited partnership, which	5325
in the case of a merger or consolidation may be the surviving or	5326
new entity, or in the case of a conversion is the converted	5327
entity, within three months after the service of the demand by the	5328
dissenting partner, may file a complaint under section 1782.437 of	5329
the Revised Code. The complaint shall be filed in the court of	5330
common pleas of the county in which the principal office of the	5331
limited partnership that issued the interests is located or was	5332
located when the proposal was adopted by the partners of the	5333
limited partnership. Other dissenting partners, within that	5334
three-month period, may join as plaintiffs or may be joined as	5335
defendants in any such proceeding, and any two or more such	5336
proceedings may be consolidated.	5337

(G) The right and obligation of a dissenting partner to	5338
receive such fair cash value and to sell such interests as to	5339
which hethe dissenting partner seeks relief and the right and	5340
obligation of the domestic limited partnership to purchase such	5341
interests and to pay the fair cash value of them terminate if any	5342
of the following applies:	5343

(1) The dissenting partner has not complied with this	5344
section, unless the limited partnership waives such failure.	5345

(2) The limited partnership abandons the merger or,	5346
consolidation, or conversion or is finally enjoined or prevented	5347
from carrying it out, or the partners rescind their adoption or	5348
approval of the merger or, consolidation, or conversion.	5349

(3) The dissenting partner withdraws histhe dissenting	5350
partner's demand, with the consent of the limited partnership.	5351

(4) All of the following apply:

5352

(a) The partnership agreement of the constituent domestic	5353
limited partnership in which the dissenting partner was a partner	5354
does not provide a reasonable basis for determining and paying the	5355
dissenting partner the fair cash value of histhe dissenting	5356
partner's interest.	5357

(b) The limited partnership and the dissenting partner have	5358
not agreed upon the fair cash value of the interest.	5359

(c) Neither the dissenting partner nor the limited	5360
partnership has filed or joined in a complaint under division (F)	5361
of this section within the period provided in that division.	5362

(H) Unless otherwise provided in the partnership agreement of	5363
the constituent domestic limited partnership in which the	5364
dissenting partner was a partner, from the time the dissenting	5365
partner gives the demand until either the termination of the	5366
rights and obligations arising from it or the purchase of the	5367
interests by the limited partnership, all other rights accruing	5368
from such interests, including voting or distribution rights, are	5369
suspended. If, during the suspension, any distribution is paid in	5370
money upon interests of sucha class or any dividend,	5371
distribution, or interest is paid in money upon any securities	5372
issued in extinguishment of, or in substitution for, such	5373
interest, an amount equal to the dividend, distribution, or	5374
interest that, except for the suspension, would have been payable	5375
upon such interests or securities shall be paid to the holder of	5376
record as a credit upon the fair cash value of the interests. If	5377
the right to receive fair cash value is terminated other than by	5378
the purchase of the interests by the limited partnership, all	5379
rights of the dissenting partner shall be restored and all	5380
distributions that, except for the suspension, would have been	5381
made shall be made to the holder of record of the interests at the	5382
time of termination.	5383

Sec. 1782.437.  (A) When authorized by division (F) of	5384
section 1782.436 of the Revised Code, a dissenting partner or	5385
limited partnership may file a complaint under this section	5386
demanding the relief described in this section. A complaint filed	5387
under this section shall contain a brief statement of the facts,	5388
including the vote or action by the partners and the facts	5389
entitling the dissenting partner to the relief demanded. No answer	5390
to such a complaint is required. Upon the filing of such a	5391
complaint, the court, on motion of the petitioner, shall enter an	5392
order fixing a date for a hearing on the complaint and requiring	5393
that a copy of the complaint and a notice of the filing and of the	5394
date for the hearing be given to the respondent or defendant in	5395
the manner in which summons is required to be served or	5396
substituted service is required to be made in other cases. On the	5397
date fixed for the hearing on the complaint or any adjournment of	5398
it, the court shall determine from the complaint and from such	5399
evidence as is submitted by either party whether the dissenting	5400
partner is entitled to be paid the fair cash value of any	5401
interests and, if so, the number and class of such interests. If	5402
the court finds that the dissenting partner is so entitled, it may	5403
appoint one or more persons as appraisers to receive evidence and	5404
to recommend a decision on the amount of the fair cash value. The	5405
appraisers have such power and authority as is specified in the	5406
order of their appointment. The court thereupon shall make a	5407
finding as to the fair cash value of the interests and shall	5408
render judgment against the limited partnership for the payment of	5409
it, with interest at sucha rate and from sucha date as the court	5410
considers equitable. The costs of the proceeding, including	5411
reasonable compensation to the appraisers to be fixed by the	5412
court, shall be assessed or apportioned as the court considers	5413
equitable. The proceeding is a special proceeding and final orders	5414
in it may be vacated, modified, or reversed on appeal pursuant to	5415
the Rules of Appellate Procedure and, to the extent not in	5416
conflict with those rules, Chapter 2505. of the Revised Code. If,	5417
during the pendency of any proceeding under this section, a suit	5418
or proceeding is or has been instituted to enjoin or otherwise to	5419
prevent the carrying out of the action as to which the partner has	5420
dissented, the proceeding instituted under this section shall be	5421
stayed until the final determination of the other suit or	5422
proceeding. Unless any provision of division (G) of section	5423
1782.436 of the Revised Code is applicable, the fair cash value of	5424
the interests that is agreed upon by the parties or fixed under	5425
this section shall be paid within thirty days after the date of	5426
final determination of such value under this division or the	5427
consummation of the merger or, consolidation, or conversion,	5428
whichever occurs last. Upon the occurrence of the last such event,	5429
payment shall be made immediately to a holder of uncertificated	5430
securities entitled to such payment. In the case of holders of	5431
interests represented by certificates, payment shall be made only	5432
upon and simultaneously with the surrender to the domestic limited	5433
partnership of the certificates representing the interests for	5434
which the payment is made.	5435

(B) If the proposal was submitted to the partners of the	5436
limited partnership for a vote at a meeting, fair cash value as to	5437
those partners shall be determined as of the day before the day on	5438
which the vote by the partners was taken. If the proposal was	5439
submitted to the partners for written approval or other action,	5440
fair cash value as to those partners shall be determined as of the	5441
day before the day on which the request for the approval or action	5442
was sent. The fair cash value of an interest for purposes of this	5443
section is the amount that a willing seller who is under no	5444
compulsion to sell would be willing to accept and that a willing	5445
buyer who is under no compulsion to purchase would be willing to	5446
pay, but the fair cash value paid to any partner shall not exceed	5447
the amount specified in the demand of that partner. In computing	5448
such fair cash value, any appreciation or depreciation in market	5449
value resulting from the merger or, consolidation, or conversion	5450
shall be excluded.	5451

Sec. 1782.438. (A) Subject to division (B)(2) of this	5452
section, pursuant to a written declaration of conversion as	5453
provided in this section, a domestic or foreign entity other than	5454
a domestic limited partnership may be converted into a domestic	5455
limited partnership. The conversion also must be permitted by the	5456
chapter of the Revised Code or by the laws under which the	5457
converting entity exists.	5458

(B)(1) The written declaration of conversion shall set forth	5459
all of the following:	5460

(a) The name and form of entity that is being converted, the	5461
name of the entity into which the entity will be converted, and	5462
the jurisdiction of formation of the converting entity;	5463

(b) The certificate of limited partnership of the converted	5464
limited partnership;	5465

(c) The partnership agreement of the converted domestic	5466
limited partnership or a provision that the written agreement of	5467
the converting entity, a copy of which shall be attached to the	5468
declaration of conversion, with any amendments that are set forth	5469
in the declaration of conversion, is the agreement of the	5470
converted domestic limited partnership;	5471

(d) The general partners of the converted domestic limited	5472
partnership;	5473

(e) All statements and matters required to be set forth in an	5474
instrument of conversion by the laws under which the converting	5475
entity exists;	5476

(f) The terms of the conversion; the mode of carrying them	5477
into effect; and the manner and basis of converting the interests	5478
or shares of the converting entity into, or substituting the	5479
interests or shares in the converting entity for, interests,	5480
evidences of indebtedness, other securities, cash, rights, or any	5481
other property or any combination of interests, evidences of	5482
indebtedness, other securities, cash, rights, or any other	5483
property of the converted limited partnership.	5484

(2) No conversion or substitution described in this section	5485
shall be effected if there are reasonable grounds to believe that	5486
the conversion or substitution would render the converted limited	5487
partnership unable to pay its obligations as they become due in	5488
the usual course of its affairs.	5489

(C) The written declaration of conversion may set forth any	5490
of the following:	5491

(1) The effective date of the conversion, which date may be	5492
on or after the date of the filing of the certificate of	5493
conversion pursuant to section 1782.440 of the Revised Code;	5494

(2) A provision authorizing the converting entity to abandon	5495
the proposed conversion by action of authorized representatives of	5496
the converting entity taken prior to the filing of the certificate	5497
of conversion pursuant to section 1782.440 of the Revised Code;	5498

(3) A statement of, or a statement of the method to be used	5499
to determine, the fair value of the assets owned by the converting	5500
entity at the time of the conversion;	5501

(4) The parties to the declaration of conversion in addition	5502
to the converting entity;	5503

(5) Any additional provision necessary or desirable with	5504
respect to the proposed conversion or the converted entity.	5505

(D) At any time before the filing of the certificate of	5506
conversion pursuant to section 1782.440 of the Revised Code, the	5507
conversion may be abandoned by any representatives authorized to	5508
do so by the declaration of conversion, or by the same vote as was	5509
required to adopt the declaration of conversion.	5510

(E) Each person that will be a general partner of the	5511
domestic limited partnership that is the converted entity	5512
specifically shall agree in writing to be a general partner in the	5513
domestic limited partnership that is the converted entity.	5514

Sec. 1782.439. (A) Subject to division (B)(2) of this	5515
section, pursuant to a written declaration of conversion as	5516
provided in this section, a domestic limited partnership may be	5517
converted into a domestic or foreign entity. The conversion also	5518
must be permitted by the chapter of the Revised Code or by the	5519
laws under which the converted entity will exist.	5520

(B)(1) The written declaration of conversion shall set forth	5521
all of the following:	5522

(a) The name and form of entity that is being converted, the	5523
name of the entity into which the entity will be converted, the	5524
form of the converted entity, and the jurisdiction of formation of	5525
the converted entity;	5526

(b) If the converted entity is a domestic entity, the	5527
complete terms of all documents required under the applicable	5528
chapter of the Revised Code to form the converted entity;	5529

(c) If the converted entity is a foreign entity, all of the	5530
following:	5531

(i) The complete terms of all documents required under the	5532
law of its formation to form the converted entity;	5533

(ii) The consent of the converted entity to be sued and	5534
served with process in this state, and the irrevocable appointment	5535
of the secretary of state as the agent of the converted entity to	5536
accept service of process in this state to enforce against the	5537
converted entity any obligation of the converting limited	5538
partnership or to enforce the rights of a dissenting limited	5539
partner of the converting limited partnership;	5540

(iii) If the converted entity desires to transact business in	5541
this state, the information required to qualify or be licensed	5542
under the applicable chapter of the Revised Code;	5543

(d) All other statements and matters required to be set forth	5544
in the declaration of conversion by the applicable chapter of the	5545
Revised Code if the converted entity is a domestic entity, or by	5546
the laws under which the converted entity will be formed, if the	5547
converted entity is a foreign entity.	5548

(e) The terms of the conversion; the mode of carrying them	5549
into effect; and the manner and basis of converting the interests	5550
or shares of the converting limited partnership into, or	5551
substituting the interests in the converting partnership for,	5552
interests, evidences of indebtedness, other securities, cash,	5553
rights, or any other property or any combination of interests,	5554
evidences of indebtedness, other securities, cash, rights, or any	5555
other property of the converted entity.	5556

(2) No conversion or substitution described in this section	5557
shall be effected if there are reasonable grounds to believe that	5558
the conversion or substitution would render the converted entity	5559
unable to pay its obligations as they become due in the usual	5560
course of its affairs.	5561

(C) The written declaration of conversion may set forth any	5562
of the following:	5563

(1) The effective date of the conversion, which date may be	5564
on or after the date of the filing of the certificate of	5565
conversion pursuant to section 1782.440 of the Revised Code;	5566

(2) A provision authorizing the converting limited	5567
partnership to abandon the proposed conversion by action of the	5568
general partners of the converting limited partnership taken prior	5569
to the filing of the certificate of conversion pursuant to section	5570
1782.440 of the Revised Code;	5571

(3) A statement of, or a statement of the method to be used	5572
to determine, the fair value of the assets owned by the converting	5573
limited partnership at the time of the conversion;	5574

(4) The parties to the declaration of conversion in addition	5575
to the converting entity;	5576

(5) Any additional provision necessary or desirable with	5577
respect to the proposed conversion or the converted entity.	5578

(D) The general partners of the converting domestic limited	5579
partnership and, unless otherwise provided in writing in the	5580
agreement of limited partnership, the limited partners of the	5581
converting domestic limited partnership must adopt the declaration	5582
of conversion in order to effect the conversion. Notwithstanding	5583
that the limited partners of a converting domestic limited	5584
partnership are not required to vote on a conversion, the	5585
declaration of conversion also must be adopted by the limited	5586
partners if the declaration of conversion makes any change to the	5587
partnership agreement then in effect or to the documents governing	5588
the organization of the converted entity, or authorizes any action	5589
that, if it were made or authorized apart from the conversion,	5590
would require such approval or adoption.	5591

(E)(1) All partners, whether or not they are entitled to vote	5592
or act, shall be given written notice of any meeting of limited	5593
partners of a converting domestic limited partnership or of any	5594
proposed action by limited partners of a converting domestic	5595
limited partnership, which meeting or action is to adopt a	5596
declaration of conversion. The notice shall be given to the	5597
partners either as provided in writing in the limited partnership	5598
agreement or by mail at the partners' addresses as they appear on	5599
the records of the limited partnership, or in person. Unless the	5600
limited partnership agreement provides a shorter or longer period,	5601
notice shall be given not less than seven and not more than sixty	5602
days before the meeting or the effective date of the action.	5603

(2) The notice described in division (E)(1) of this section	5604
shall be accompanied by a copy or a summary of the material	5605
provisions of the declaration of conversion.	5606

(F) The unanimous vote or action of the general partners, or	5607
a different number or proportion as provided in writing in the	5608
partnership agreement, is required to adopt a declaration of	5609
conversion.	5610

If the declaration of conversion would have an effect or	5611
authorize any action that under any applicable provision of law or	5612
the partnership agreement could be effected or authorized only by	5613
or pursuant to a specified vote or action of the partners, or of	5614
any class or group of partners, the declaration of conversion also	5615
must be adopted or approved by the same vote or action as would be	5616
required to effect that change or authorize that action.	5617

(G) Each person that will continue to be or that will become	5618
a general partner of a partnership that is a converted entity in a	5619
conversion specifically shall agree to continue or to become, as	5620
the case may be, a general partner of the partnership that is the	5621
converted entity.	5622

(H)(1) At any time before the filing of the certificate of	5623
conversion pursuant to section 1782.440 of the Revised Code, the	5624
conversion may be abandoned by all of the general partners of the	5625
converting limited partnership or by any representatives	5626
authorized to do so by the declaration of conversion, or by the	5627
same vote as was required to adopt the declaration of conversion.	5628

(2) The declaration of conversion may contain a provision	5629
authorizing less than all of the general partners to amend the	5630
declaration of conversion at any time before the filing of the	5631
certificate of conversion, except that, after the adoption of the	5632
declaration of conversion by the general partners, less than all	5633
the general partners are not authorized to amend the declaration	5634
of conversion to do any of the following:	5635

(a) Alter or change the amount or kind of interests, shares,	5636
evidences of indebtedness, other securities, cash rights, or any	5637
other property to be received by the partners of the converting	5638
limited partnership in conversion of, or substitution for, their	5639
interests;	5640

(b) Alter or change any term of the organizational documents	5641
of the converted entity except for alterations or changes that are	5642
adopted with the vote or action of the persons the vote or action	5643
of which would be required for the alteration or change after the	5644
conversion;	5645

(c) Alter or change any other terms and conditions of the	5646
declaration of conversion if any of the alterations or changes,	5647
alone or in the aggregate, materially and adversely would affect	5648
the partners or any class or group of partners of the converting	5649
partnership.	5650

Sec. 1782.440. (A) Upon the adoption of a declaration of	5651
conversion pursuant to section 1782.438 or 1782.439 of the Revised	5652
Code, or at a later time as authorized by the declaration of	5653
conversion, a certificate of conversion that is signed by an	5654
authorized representative of the converting entity shall be filed	5655
with the secretary of state. The certificate shall be on a form	5656
prescribed by the secretary of state and shall set forth only the	5657
information required by this section.	5658

(B)(1) The certificate of conversion shall set forth all of	5659
the following:	5660

(a) The name and the form of entity of the converting entity	5661
and the state under the laws of which the converting entity	5662
exists;	5663

(b) A statement that the converting entity has complied with	5664
all of the laws under which it exists and that those laws permit	5665
the conversion;	5666

(c) The name and mailing address of the person or entity that	5667
is to provide a copy of the declaration of conversion in response	5668
to any written request made by a shareholder, partner, or member	5669
of the converting entity;	5670

(d) The effective date of the conversion, which date may be	5671
on or after the date of the filing of the certificate pursuant to	5672
this section;	5673

(e) The signature of the representative or representatives	5674
authorized to sign the certificate on behalf of the converting	5675
entity and the office held or the capacity in which the	5676
representative is acting;	5677

(f) A statement that the declaration of conversion is	5678
authorized on behalf of the converting entity and that each person	5679
that signed the certificate on behalf of the converting entity is	5680
authorized to do so;	5681

(g) The name and the form of the converted entity and the	5682
state under the laws of which the converted entity will exist;	5683

(h) If the converted entity is a foreign entity that will not	5684
be licensed in this state, the name and address of the statutory	5685
agent upon whom any process, notice, or demand may be served.	5686

(2) In the case of a conversion into a new domestic	5687
corporation, limited liability company, or partnership, any	5688
organizational document that would be filed upon the creation of	5689
the converted entity shall be filed with the certificate of	5690
conversion.	5691

(3) If the converted entity is a foreign entity that desires	5692
to transact business in this state, the certificate of conversion	5693
shall be accompanied by the information required by division	5694
(B)(7), (8), (9), or (10) of section 1782.432 of the Revised Code.	5695

(4) If a foreign or domestic corporation licensed to transact	5696
business in this state is the converting entity, the certificate	5697
of conversion shall be accompanied by the affidavits, receipts,	5698
certificates, or other evidence required by division (H) of	5699
section 1701.86 of the Revised Code with respect to a converting	5700
domestic corporation, or by the affidavits, receipts,	5701
certificates, or other evidence required by division (C) or (D) of	5702
section 1703.17 of the Revised Code with respect to a foreign	5703
corporation.	5704

(C) If the converting entity or the converted entity is	5705
organized or formed under the laws of a state other than this	5706
state or under any chapter of the Revised Code other than this	5707
chapter, all documents required to be filed in connection with the	5708
conversion by the laws of that state or that chapter shall be	5709
filed in the proper office.	5710

(D) Upon the filing of a certificate of conversion and other	5711
filings required by division (C) of this section, or at any later	5712
date that the certificate of conversion specifies, the conversion	5713
is effective, subject to the limitation that no conversion shall	5714
be effected if there are reasonable grounds to believe that the	5715
conversion would render the converted entity unable to pay its	5716
obligations as they become due in the usual course of its affairs.	5717

(E) The secretary of state shall furnish, upon request and	5718
payment of the fee specified in division (K)(2) of section 111.16	5719
of the Revised Code, the secretary of state's certificate setting	5720
forth all of the following:	5721

(1) The name and form of entity of the converting entity and	5722
the state under the laws of which it existed prior to the	5723
conversion;	5724

(2) The name and the form of entity of the converted entity	5725
and the state under the law of which it will exist;	5726

(3) The date of filing of the certificate of conversion with	5727
the secretary of state and the effective date of the conversion.	5728

(F) The certificate of the secretary of state, or a copy of	5729
the certificate of conversion certified by the secretary of state,	5730
may be filed for record in the office of the recorder of any	5731
county in this state and, if filed, shall be recorded in the	5732
records of deeds for that county. For the recording, the county	5733
recorder shall charge and collect the same fee as in the case of	5734
deeds.	5735

Sec. 1782.441. (A) Upon a conversion becoming effective, all	5736
of the following apply:	5737

(1) The converting entity is continued in the converted	5738
entity.	5739

(2) The converted entity exists, and the converting entity	5740
ceases to exist.	5741

(3) The converted entity possesses both of the following, and	5742
both of the following continue in the converted entity without any	5743
further act or deed:	5744

(a) Except to the extent limited by requirements of	5745
applicable law, both of the following:	5746

(i) All assets and property of every description of the	5747
converting entity and every interest in the assets and property of	5748
the converting entity, wherever the assets, property, and	5749
interests are located. Title to any real estate or any interest in	5750
real estate that was vested in the converting entity does not	5751
revert or in any way is impaired by reason of the conversion.	5752

(ii) The rights, privileges, immunities, powers, franchises,	5753
and authority, whether of a public or a private nature, of the	5754
converting entity.	5755

(b) All obligations belonging or due to the converting	5756
entity.	5757

(4) All the rights of creditors of the converting entity are	5758
preserved unimpaired, and all liens upon the property of the	5759
converting entity are preserved unimpaired. If a general partner	5760
of a converting partnership is not a general partner of the entity	5761
resulting from the conversion, then the former general partner has	5762
no liability for any obligation incurred after the conversion	5763
except to the extent that a former creditor of the converting	5764
partnership in which the former general partner was a general	5765
partner extends credit to the converted entity reasonably	5766
believing that the former general partner continues as a general	5767
partner of the converted entity.	5768

(B) If a general partner of a converting limited partnership	5769
is not a general partner of the entity resulting from the	5770
conversion, then, unless that general partner agrees otherwise in	5771
writing, the general partner shall be indemnified by the converted	5772
entity against all present or future liabilities of the converting	5773
limited partnership of which the general partner was a general	5774
partner. Any amount payable pursuant to section 1782.435 of the	5775
Revised Code to a partner of the converted partnership in which	5776
that general partner was a partner is a present liability of the	5777
converted partnership.	5778

(C) In the case of a conversion into a foreign corporation,	5779
limited liability company, or partnership that is not licensed or	5780
registered to transact business in this state, if the converted	5781
entity intends to transact business in this state, and the	5782
certificate of conversion is accompanied by the information	5783
described in division (B)(4) of section 1782.433 of the Revised	5784
Code, then on the effective date of the conversion, the converted	5785
entity is considered to have complied with the requirements for	5786
procuring a license or for registration to transact business in	5787
this state as a foreign corporation, limited liability company,	5788
limited partnership, or limited liability partnership as the case	5789
may be. In such a case, a copy of the certificate of conversion	5790
certified by the secretary of state constitutes the license	5791
certificate prescribed for a foreign corporation or the	5792
application for registration prescribed for a foreign limited	5793
liability company, foreign limited partnership, or foreign limited	5794
liability partnership.	5795

(D) Any action to set aside any conversion on the ground that	5796
any section of the Revised Code applicable to the conversion has	5797
not been complied with shall be brought within ninety days after	5798
the effective date of the conversion or is forever barred.	5799

(E) In the case of a converting or converted entity organized	5800
or existing under the laws of any state other than this state,	5801
this section is subject to the laws of the state under which that	5802
entity exists or in which it has property.	5803

Sec. 1782.65. Absent an express agreement to the contrary, a	5804
person providing goods to or performing services for a domestic or	5805
foreign limited partnership owes no duty and incurs no liability	5806
or obligation to the limited partners or to the creditors of the	5807
limited partnership by reason of providing goods to or performing	5808
services for the limited partnership.	5809

Section 2. That existing sections 121.76, 1701.01, 1701.10,	5810
1701.11, 1701.17, 1701.18, 1701.19, 1701.40, 1701.41, 1701.44,	5811
1701.51, 1701.54, 1701.57, 1701.58, 1701.62, 1701.63, 1701.73,	5812
1701.75, 1701.76, 1701.81, 1701.831, 1701.84, 1701.85, 1701.92,	5813
1704.02, 1704.03, 1705.09, 1705.19, 1705.40, 1705.41, 1705.42,	5814
1707.01, 1707.041, 1707.20, 1707.44, 1775.01, 1775.05, 1775.14,	5815
1775.45, 1775.46, 1775.47, 1775.48, 1775.49, 1775.50, 1775.51,	5816
1775.52, 1782.435, 1782.436, and 1782.437 of the Revised Code are	5817
hereby repealed.	5818