As Passed by the House

126th General Assembly Regular Session 2005-2006

Am. Sub. H. B. No. 301

Representatives Seitz, Fessler, Combs, Wagoner, Coley, Trakas, Reidelbach, Gilb, White, Schneider, Willamowski, Allen, Aslanides, Barrett, Book, Carano, Cassell, Collier, Core, DeGeeter, Domenick, Evans, C., Fende, Flowers, Garrison, Gibbs, Harwood, Healy, Hughes, Key, McGregor, J., McGregor, R., Miller, Mitchell, Oelslager, Otterman, Patton, T., Sayre, Seaver, Webster, Yuko, Beatty, Mason 

---

A BILL

To amend sections 111.16, 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, 1701.921, 1705.361, 1705.371,

11

1705.381, 1705.391, 1705.61, 1707.142, 1775.53 to

12

1775.56, 1782.438, 1782.439, 1782.4310, 1782.4311,

13

and 1782.65 of the Revised Code to authorize and

14

specify applicable provisions to conversions of

15

business entities by corporations, limited

16

liability companies, and general, limited

17

liability, and limited partnerships; to expand the

18

limited liability of registered limited liability

19

partnerships; to limit liability to limited

20

partnerships; to modify the Corporation Law

21

relating to regulations or articles, shareholder

22

rights, delegation authority, acceptable payments

23

for shares, director meetings, executive

24

committees, actions authorized after bankruptcy,

25

distributions to shareholders when the issuing

26

corporation "spins off" a subsidiary corporation,

27

reorganization and restructuring of holding

28

company corporations, and control share

29

acquisitions; to modify the Limited Liability

30

Company Law to specify acceptable forms of

31

contributions; and to modify the Securities Law

32

relating to dealer recordkeeping and filing

33

requirements, tender offers, and incorporation in

34

Ohio law of future amendments to federal

35

securities laws.

36

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

Section 1. That sections 111.16, 1701.01, 1701.10, 1701.11,	37
1701.17, 1701.18, 1701.19, 1701.40, 1701.41, 1701.44, 1701.51,	38
1701.54, 1701.57, 1701.58, 1701.62, 1701.63, 1701.73, 1701.75,	39
1701.76, 1701.81, 1701.831, 1701.84, 1701.85, 1701.92, 1704.02,	40
1704.03, 1705.09, 1705.19, 1705.40, 1705.41, 1705.42, 1707.01,	41
1707.041, 1707.20, 1707.44, 1775.01, 1775.05, 1775.14, 1775.45,	42
1775.46, 1775.47, 1775.48, 1775.49, 1775.50, 1775.51, 1775.52,	43
1782.435, 1782.436, and 1782.437 be amended and sections 1701.782,	44
1701.792, 1701.802, 1701.811, 1701.821, 1701.921, 1705.361,	45
1705.371, 1705.381, 1705.391, 1705.61, 1707.142, 1775.53, 1775.54,	46
1775.55, 1775.56, 1782.438, 1782.439, 1782.4310, 1782.4311, and	47
1782.65 of the Revised Code be enacted to read as follows:	48

Sec. 111.16.  The secretary of state shall charge and	49
collect, for the benefit of the state, the following fees:	50

(A) For filing and recording articles of incorporation of a	51
domestic corporation, including designation of agent:	52

(1) Wherein the corporation shall not be authorized to issue	53
any shares of capital stock, one hundred twenty-five dollars;	54

(2) Wherein the corporation shall be authorized to issue	55
shares of capital stock, with or without par value:	56

(a) Ten cents for each share authorized up to and including	57
one thousand shares;	58

(b) Five cents for each share authorized in excess of one	59
thousand shares up to and including ten thousand shares;	60

(c) Two cents for each share authorized in excess of ten	61
thousand shares up to and including fifty thousand shares;	62

(d) One cent for each share authorized in excess of fifty	63
thousand shares up to and including one hundred thousand shares;	64

(e) One-half cent for each share authorized in excess of one	65
hundred thousand shares up to and including five hundred thousand	66
shares;	67

(f) One-quarter cent for each share authorized in excess of	68
five hundred thousand shares; provided no fee shall be less than	69
one hundred twenty-five dollars or greater than one hundred	70
thousand dollars.	71

(B) For filing and recording a certificate of amendment to or	72
amended articles of incorporation of a domestic corporation, or	73
for filing and recording a certificate of reorganization, a	74
certificate of dissolution, or an amendment to a foreign license	75
application:	76

(1) If the domestic corporation is not authorized to issue	77
any shares of capital stock, fifty dollars;	78

(2) If the domestic corporation is authorized to issue shares	79
of capital stock, fifty dollars, and in case of any increase in	80
the number of shares authorized to be issued, a further sum	81
computed in accordance with the schedule set forth in division	82
(A)(2) of this section less a credit computed in the same manner	83
for the number of shares previously authorized to be issued by the	84
corporation; provided no fee under division (B)(2) of this section	85
shall be greater than one hundred thousand dollars;	86

(3) If the foreign corporation is not authorized to issue any	87
shares of capital stock, fifty dollars;	88

(4) If the foreign corporation is authorized to issue shares	89
of capital stock, fifty dollars.	90

(C) For filing and recording articles of incorporation of a	91
savings and loan association, one hundred twenty-five dollars; and	92
for filing and recording a certificate of amendment to or amended	93
articles of incorporation of a savings and loan association, fifty	94
dollars;	95

(D) For filing and recording a certificate of conversion,	96
including a designation of agent, a certificate of merger, or a	97
certificate of consolidation, one hundred twenty-five dollars and,	98
in the case of any new corporation resulting from a consolidation	99
or any surviving corporation that has an increased number of	100
shares authorized to be issued resulting from a merger, an	101
additional sum computed in accordance with the schedule set forth	102
in division (A)(2) of this section less a credit computed in the	103
same manner for the number of shares previously authorized to be	104
issued or represented in this state by each of the corporations	105
for which a consolidation or merger is effected by the	106
certificate;	107

(E) For filing and recording articles of incorporation of a	108
credit union or the American credit union guaranty association,	109
one hundred twenty-five dollars, and for filing and recording a	110
certificate of increase in capital stock or any other amendment of	111
the articles of incorporation of a credit union or the	112
association, fifty dollars;	113

(F) For filing and recording articles of organization of a	114
limited liability company, for filing and recording an application	115
to become a registered foreign limited liability company, for	116
filing and recording a registration application to become a	117
domestic limited liability partnership, or for filing and	118
recording an application to become a registered foreign limited	119
liability partnership, one hundred twenty-five dollars;	120

(G) For filing and recording a certificate of limited	121
partnership or an application for registration as a foreign	122
limited partnership, one hundred twenty-five dollars.	123

(H) For filing a copy of papers evidencing the incorporation	124
of a municipal corporation or of annexation of territory by a	125
municipal corporation, five dollars, to be paid by the municipal	126
corporation, the petitioners therefor, or their agent;	127

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

128

(1) A license to transact business in this state by a foreign	129
corporation for profit pursuant to section 1703.04 of the Revised	130
Code or a foreign nonprofit corporation pursuant to section	131
1703.27 of the Revised Code, one hundred twenty-five dollars;	132

(2) A biennial report or biennial statement pursuant to	133
section 1775.63 or 1785.06 of the Revised Code, twenty-five	134
dollars;	135

(3) Except as otherwise provided in this section or any other	136
section of the Revised Code, any other certificate or paper that	137
is required to be filed and recorded or is permitted to be filed	138
and recorded by any provision of the Revised Code with the	139
secretary of state, twenty-five dollars.	140

(J) For filing any certificate or paper not required to be	141
recorded, five dollars;	142

(K)(1) For making copies of any certificate or other paper	143
filed in the office of the secretary of state, a fee not to exceed	144
one dollar per page, except as otherwise provided in the Revised	145
Code, and for creating and affixing the seal of the office of the	146
secretary of state to any good standing or other certificate, five	147
dollars. For copies of certificates or papers required by state	148
officers for official purpose, no charge shall be made.	149

(2) For creating and affixing the seal of the office of the	150
secretary of state to the certificates described in division (E)	151
of section 1701.81, division (E) of section 1705.38, division (D)	152
of section 1702.43, division (E) of section 1775.47, or division	153
(E) of section 1782.433 of the Revised Code, twenty-five dollars.	154

(L) For a minister's license to solemnize marriages, ten	155
dollars;	156

(M) For examining documents to be filed at a later date for	157
the purpose of advising as to the acceptability of the proposed	158
filing, fifty dollars;	159

(N) Fifty dollars for filing and recording any of the	160
following:	161

(1) A certificate of dissolution and accompanying documents,	162
or a certificate of cancellation, under section 1701.86, 1702.47,	163
1705.43, or 1782.10 of the Revised Code;	164

(2) A notice of dissolution of a foreign licensed corporation	165
or a certificate of surrender of license by a foreign licensed	166
corporation under section 1703.17 of the Revised Code;	167

(3) The withdrawal of registration of a foreign or domestic	168
limited liability partnership under section 1775.61 or 1775.64 of	169
the Revised Code, or the certificate of cancellation of	170
registration of a foreign limited liability company under section	171
1705.57 of the Revised Code;	172

(4) The filing of a cancellation of disclaimer of general	173
partner status under Chapter 1782. of the Revised Code.	174

(O) For filing a statement of continued existence by a	175
nonprofit corporation, twenty-five dollars;	176

(P) For filing a restatement under section 1705.08 or 1782.09	177
of the Revised Code, an amendment to a certificate of cancellation	178
under section 1782.10 of the Revised Code, an amendment under	179
section 1705.08 or 1782.09 of the Revised Code, or a correction	180
under section 1705.55, 1775.61, 1775.64, or 1782.52 of the Revised	181
Code, fifty dollars;	182

(Q) For filing for reinstatement of an entity cancelled by	183
operation of law, by the secretary of state, by order of the	184
department of taxation, or by order of a court, twenty-five	185
dollars;	186

(R) For filing a change of agent, resignation of agent, or	187
change of agent's address under section 1701.07, 1702.06,	188
1703.041, 1703.27, 1705.06, 1705.55, 1746.04, 1747.03, or 1782.04	189
of the Revised Code, twenty-five dollars;	190

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

191

(1) An application for the exclusive right to use a name or	192
an application to reserve a name for future use under section	193
1701.05, 1702.05, 1703.31, 1705.05, or 1746.06 of the Revised	194
Code, fifty dollars;	195

(2) A trade name or fictitious name registration or report,	196
fifty dollars;	197

(3) An application to renew any item covered by division	198
(S)(1) or (2) of this section that is permitted to be renewed,	199
twenty-five dollars;	200

(4) An assignment of rights for use of a name covered by	201
division (S)(1), (2), or (3) of this section, the cancellation of	202
a name registration or name reservation that is so covered, or	203
notice of a change of address of the registrant of a name that is	204
so covered, twenty-five dollars.	205

(T) For filing and recording a report to operate a business	206
trust or a real estate investment trust, either foreign or	207
domestic, one hundred twenty-five dollars; and for filing and	208
recording an amendment to a report or associated trust instrument,	209
or a surrender of authority, to operate a business trust or real	210
estate investment trust, fifty dollars;	211

(U)(1) For filing and recording the registration of a	212
trademark, service mark, or mark of ownership, one hundred	213
twenty-five dollars;	214

(2) For filing and recording the change of address of a	215
registrant, the assignment of rights to a registration, a renewal	216
of a registration, or the cancellation of a registration	217
associated with a trademark, service mark, or mark of ownership,	218
twenty-five dollars.	219

(V) For filing a service of process with the secretary of	220
state, five dollars, except as otherwise provided in any section	221
of the Revised Code.	222

Fees specified in this section may be paid by cash, check, or	223
money order, by credit card in accordance with section 113.40 of	224
the Revised Code, or by an alternative payment program in	225
accordance with division (B) of section 111.18 of the Revised	226
Code. Any credit card number or the expiration date of any credit	227
card is not subject to disclosure under Chapter 149. of the	228
Revised Code.	229

Sec. 1701.01.  As used in sections 1701.01 to 1701.98 of the	230
Revised Code, unless the context otherwise requires:	231

(A) "Corporation" or "domestic corporation" means a	232
corporation for profit formed under the laws of this state.	233

(B) "Foreign corporation" means a corporation for profit	234
formed under the laws of another state, and "foreign entity" means	235
an entity formed under the laws of another state.	236

(C) "State" means the United States; any state, territory,	237
insular possession, or other political subdivision of the United	238
States, including the District of Columbia; any foreign country or	239
nation; and any province, territory, or other political	240
subdivision of such foreign country or nation.	241

(D) "Articles" includes original articles of incorporation,	242
certificates of reorganization, amended articles, and amendments	243
to any of these, and, in the case of a corporation created before	244
September 1, 1851, the special charter and any amendments to it	245
made by special act of the general assembly or pursuant to general	246
law.	247

(E) "Incorporator" means a person who signed the original	248
articles of incorporation.	249

(F) "Shareholder" means a person whose name appears on the	250
books of the corporation as the owner of shares of suchthe	251
corporation. Unless the articles, the regulations adopted by the	252
shareholders, the regulations adopted by the directors pursuant to	253
division (A)(1) of section 1701.10 of the Revised Code, or the	254
contract of subscription otherwise provides, "shareholder"	255
includes a subscriber to shares, whether the subscription is	256
received by the incorporators or pursuant to authorization by the	257
directors, and such shares shall be deemed to be outstanding	258
shares.	259

(G) "Person" includes, without limitation, a natural person,	260
a corporation, whether nonprofit or for profit, a partnership, a	261
limited liability company, an unincorporated society or	262
association, and two or more persons having a joint or common	263
interest.	264

(H) The location of the "principal office" of a corporation	265
is the place named as the principal office in its articles.	266

(I) The "express terms" of shares of a class are the	267
statements expressed in the articles with respect to such shares.	268

(J) Shares of a class are "junior" to shares of another class	269
when any of their dividend or distribution rights are subordinate	270
to, or dependent or contingent upon, any right of, or dividend on,	271
or distribution to, shares of such other class.	272

(K) "Treasury shares" means shares belonging to the	273
corporation and not retired that have been either issued and	274
thereafter acquired by the corporation or paid as a dividend or	275
distribution in shares of the corporation on treasury shares of	276
the same class; such shares shall be deemed to be issued, but they	277
shall not be considered as an asset or a liability of the	278
corporation, or as outstanding for dividend or distribution,	279
quorum, voting, or other purposes, except, when authorized by the	280
directors, for dividends or distributions in authorized but	281
unissued shares of the corporation of the same class.	282

(L) To "retire" a share means to restore it to the status of	283
an authorized but unissued share.	284

(M) "Redemption price of shares" means the amount required by	285
the articles to be paid on redemption of shares.	286

(N) "Liquidation price" means the amount or portion of assets	287
required by the articles to be distributed to the holders of	288
shares of any class upon dissolution, liquidation, merger, or	289
consolidation of the corporation, or upon sale of all or	290
substantially all of its assets.	291

(O) "Insolvent" means that the corporation is unable to pay	292
its obligations as they become due in the usual course of its	293
affairs.	294

(P) "Parent corporation" or "parent" means a domestic or	295
foreign corporation that owns and holds of record shares of	296
another corporation, domestic or foreign, entitling the holder of	297
the shares at the time to exercise a majority of the voting power	298
in the election of the directors of the other corporation without	299
regard to voting power that may thereafter exist upon a default,	300
failure, or other contingency; "subsidiary corporation" or	301
"subsidiary" means a domestic or foreign corporation of which	302
another corporation, domestic or foreign, is the parent.	303

(Q) "Combination" means a transaction, other than a merger or	304
consolidation, wherein either of the following applies:	305

(1) Voting shares of a domestic corporation are issued or	306
transferred in consideration in whole or in part for the transfer	307
to itself or to one or more of its subsidiaries, domestic or	308
foreign, of all or substantially all the assets of one or more	309
corporations, domestic or foreign, with or without good will or	310
the assumption of liabilities;	311

(2) Voting shares of a foreign parent corporation are issued	312
or transferred in consideration in whole or in part for the	313
transfer of such assets to one or more of its domestic	314
subsidiaries.	315

"Transferee corporation" in a combination means the	316
corporation, domestic or foreign, to which the assets are	317
transferred, and "transferor corporation" in a combination means	318
the corporation, domestic or foreign, transferring such assets and	319
to which, or to the shareholders of which, the voting shares of	320
the domestic or foreign corporation are issued or transferred.	321

(R) "Majority share acquisition" means the acquisition of	322
shares of a corporation, domestic or foreign, entitling the holder	323
of the shares to exercise a majority of the voting power in the	324
election of directors of such corporation without regard to voting	325
power that may thereafter exist upon a default, failure, or other	326
contingency, by either of the following:	327

(1) A domestic corporation in consideration in whole or in	328
part, for the issuance or transfer of its voting shares;	329

(2) A domestic or foreign subsidiary in consideration in	330
whole or in part for the issuance or transfer of voting shares of	331
its domestic parent.	332

(S) "Acquiring corporation" in a combination means the	333
domestic corporation whose voting shares are issued or transferred	334
by it or its subsidiary or subsidiaries to the transferor	335
corporation or corporations or the shareholders of the transferor	336
corporation or corporations; and "acquiring corporation" in a	337
majority share acquisition means the domestic corporation whose	338
voting shares are issued or transferred by it or its subsidiary in	339
consideration for shares of a domestic or foreign corporation	340
entitling the holder of the shares to exercise a majority of the	341
voting power in the election of directors of such corporation.	342

(T) When used in connection with a combination or a majority	343
share acquisition, "voting shares" means shares of a corporation,	344
domestic or foreign, entitling the holder of the shares to vote at	345
the time in the election of directors of such corporation without	346
regard to voting power which may thereafter exist upon a default,	347
failure, or other contingency.	348

(U) "An emergency" exists when the governor, or any other	349
person lawfully exercising the power and discharging the duties of	350
the office of governor, proclaims that an attack on the United	351
States or any nuclear, atomic, or other disaster has caused an	352
emergency for corporations, and such an emergency shall continue	353
until terminated by proclamation of the governor or any other	354
person lawfully exercising the powers and discharging the duties	355
of the office of governor.	356

(V) "Constituent corporation" means an existing corporation	357
merging into or into which is being merged one or more other	358
entities in a merger or an existing corporation being consolidated	359
with one or more other entities into a new entity in a	360
consolidation, whether any of the entities is domestic or foreign,	361
and "constituent entity" means any entity merging into or into	362
which is being merged one or more other entities in a merger, or	363
an existing entity being consolidated with one or more other	364
entities into a new entity in a consolidation, whether any of the	365
entities is domestic or foreign.	366

(W) "Surviving corporation" means the constituent domestic or	367
foreign corporation that is specified as the corporation into	368
which one or more other constituent entities are to be or have	369
been merged, and "surviving entity" means the constituent domestic	370
or foreign entity that is specified as the entity into which one	371
or more other constituent entities are to be or have been merged.	372

(X) "Close corporation agreement" means an agreement that	373
satisfies the three requirements of division (A) of section	374
1701.591 of the Revised Code.	375

(Y) "Issuing public corporation" means a domestic corporation	376
with fifty or more shareholders that has its principal place of	377
business, its principal executive offices, assets having	378
substantial value, or a substantial percentage of its assets	379
within this state, and as to which no valid close corporation	380
agreement exists under division (H) of section 1701.591 of the	381
Revised Code.	382

(Z)(1) "Control share acquisition" means the acquisition,	383
directly or indirectly, by any person of shares of an issuing	384
public corporation that, when added to all other shares of the	385
issuing public corporation in respect of which suchthe person may	386
exercise or direct the exercise of voting power as provided in	387
this division, would entitle suchthe person, immediately after	388
suchthe acquisition, directly or indirectly, alone or with	389
others, to exercise or direct the exercise of the voting power of	390
the issuing public corporation in the election of directors within	391
any of the following ranges of such voting power:	392

(a) One-fifth or more but less than one-third of such voting	393
power;	394

(b) One-third or more but less than a majority of such voting	395
power;	396

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

397

A bank, broker, nominee, trustee, or other person whothat	398
acquires shares in the ordinary course of business for the benefit	399
of others in good faith and not for the purpose of circumventing	400
section 1701.831 of the Revised Code shall, however, be deemed to	401
have voting power only of shares in respect of which such person	402
would be able, without further instructions from others, to	403
exercise or direct the exercise of votes on a proposed control	404
share acquisition at a meeting of shareholders called under	405
section 1701.831 of the Revised Code.	406

(2) The acquisition by any person of any shares of an issuing	407
public corporation does not constitute a control share acquisition	408
for the purpose of section 1701.831 of the Revised Code if the	409
acquisition was or is consummated in, results from, or is the	410
consequence of any of the following circumstances:	411

(a) Prior to November 19, 1982;

412

(b) Pursuant to a contract existing prior to November 19,	413
1982;	414

(c) By bequest or inheritance, by operation of law upon the	415
death of an individual, or by any other transfer without valuable	416
consideration, including a gift, that is made in good faith and	417
not for the purpose of circumventing section 1701.831 of the	418
Revised Code;	419

(d) Pursuant to the satisfaction of a pledge or other	420
security interest created in good faith and not for the purpose of	421
circumventing section 1701.831 of the Revised Code;	422

(e) Pursuant to a merger or consolidation adopted, or a	423
combination or majority share acquisition authorized, by vote of	424
the shareholders of the issuing public corporation in compliance	425
with section 1701.78, 1701.781, 1701.79, 1701.791, or 1701.83 of	426
the Revised Code, or pursuant to a merger adopted in compliance	427
with section 1701.802 of the Revised Code;	428

(f) The person's being entitled, immediately thereafter, to	429
exercise or direct the exercise of voting power of the issuing	430
public corporation in the election of directors within the same	431
range theretofore attained by that person either in compliance	432
with the provisions of section 1701.831 of the Revised Code or as	433
a result solely of the issuing public corporation's purchase of	434
shares issued by it.	435

The acquisition by any person of shares of an issuing public	436
corporation in a manner described under division (Z)(2) of this	437
section shall be deemed a control share acquisition authorized	438
pursuant to section 1701.831 of the Revised Code within the range	439
of voting power under division (Z)(1)(a), (b), or (c) of this	440
section that such person is entitled to exercise after suchthe	441
acquisition, provided, in the case of an acquisition in a manner	442
described under division (Z)(2)(c) or (d) of this section, the	443
transferor of shares to such person had previously obtained any	444
authorization of shareholders required under section 1701.831 of	445
the Revised Code in connection with suchthe transferor's	446
acquisition of shares of the issuing public corporation.	447

(3) The acquisition of shares of an issuing public	448
corporation in good faith and not for the purpose of circumventing	449
section 1701.831 of the Revised Code from any person whose control	450
share acquisition previously had been authorized by shareholders	451
in compliance with section 1701.831 of the Revised Code, or from	452
any person whose previous acquisition of shares of an issuing	453
public corporation would have constituted a control share	454
acquisition but for division (Z)(2) or (3) of this section, does	455
not constitute a control share acquisition for the purpose of	456
section 1701.831 of the Revised Code unless such acquisition	457
entitles the person making the acquisition, directly or	458
indirectly, alone or with others, to exercise or direct the	459
exercise of voting power of the corporation in the election of	460
directors in excess of the range of such voting power authorized	461
pursuant to section 1701.831 of the Revised Code, or deemed to be	462
so authorized under division (Z)(2) of this section.	463

(AA) "Acquiring person" means any person who has delivered an	464
acquiring person statement to an issuing public corporation	465
pursuant to section 1701.831 of the Revised Code.	466

(BB) "Acquiring person statement" means a written statement	467
that complies with division (B) of section 1701.831 of the Revised	468
Code.	469

(CC)(1) "Interested shares" means the shares of an issuing	470
public corporation in respect of which any of the following	471
persons may exercise or direct the exercise of the voting power of	472
the corporation in the election of directors:	473

(a) An acquiring person;

474

(b) Any officer of the issuing public corporation elected or	475
appointed by the directors of the issuing public corporation;	476

(c) Any employee of the issuing public corporation who is	477
also a director of such corporation;	478

(d) Any person that acquires such shares for valuable	479
consideration during the period beginning with the date of the	480
first public disclosure of a proposal for, or expression of	481
interest in, a control share acquisition of the issuing public	482
corporation; a transaction pursuant to section 1701.76, 1701.78,	483
1701.781, 1701.79, 1701.791, 1701.83, or 1701.86 of the Revised	484
Code that involves the issuing public corporation or its assets;	485
or any action that would directly or indirectly result in a change	486
in control of the issuing public corporation or its assets, and	487
ending on the record date established by the directors pursuant to	488
section 1701.45 and division (D) of section 1701.831 of the	489
Revised Code, if either of the following applies:	490

(i) The aggregate consideration paid or given by the person	491
who acquired the shares, and any other persons acting in concert	492
with the person, for all such shares exceeds two hundred fifty	493
thousand dollars;	494

(ii) The number of shares acquired by the person who acquired	495
the shares, and any other persons acting in concert with the	496
person, exceeds one-half of one per cent of the outstanding shares	497
of the corporation entitled to vote in the election of directors.	498

(e) Any person that transfers such shares for valuable	499
consideration after the record date described in division	500
(CC)(1)(d) of this section as to shares so transferred, if	501
accompanied by the voting power in the form of a blank proxy, an	502
agreement to vote as instructed by the transferee, or otherwise.	503

(2) If any part of this division is held to be illegal or	504
invalid in application, the illegality or invalidity does not	505
affect any legal and valid application thereof or any other	506
provision or application of this division or section 1701.831 of	507
the Revised Code that can be given effect without the invalid or	508
illegal provision, and the parts and applications of this division	509
are severable.	510

(DD) "Certificated security" and "uncertificated security"	511
have the same meanings as in section 1308.01 of the Revised Code.	512

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

513

(1) A for profit corporation existing under the laws of this	514
state or any other state;	515

(2) Any of the following organizations existing under the	516
laws of this state, the United States, or any other state:	517

(a) A business trust or association;

518

(b) A real estate investment trust;

519

(c) A common law trust;

520

(d) An unincorporated business or for profit organization,	521
including a general or limited partnership;	522

(e) A limited liability company;

523

(f) A nonprofit corporation.

524

Sec. 1701.10.  (A) After incorporation, all of the following	525
apply:	526

(1) If the initial directors are named in the articles, the	527
initial directors shall hold an organizational meeting, at the	528
call of a majority of the directors, to complete the organization	529
of the corporation by receiving subscriptions, appointing	530
officers, adopting regulations, and carrying on any other business	531
brought before the meeting.	532

(2) If the initial directors are not named in the articles,	533
the incorporator or incorporators either shall receive	534
subscriptions as provided in division (A) of section 1701.09 of	535
the Revised Code or shall hold an organizational meeting at the	536
call of a majority of the incorporators to elect directors who	537
shall complete the organization of the corporation as provided in	538
division (A)(1) of this section. If subscriptions for shares are	539
received by the incorporators, the incorporators, or a majority of	540
them, shall give not less than seven days' written notice to the	541
shareholders, unless written notice is waived by the shareholders,	542
to meet at a specified time and place for the purposes of adopting	543
regulations, electing directors, and transacting any other	544
business. The shareholders shall meet for those purposes at the	545
time and place specified.	546

(3) Notwithstanding divisions (A)(1) and (2) of this section,	547
if regulations have not been adopted within ninety days after the	548
formation of the corporation, regulations may be adopted only by	549
the shareholders in either of the following ways:	550

(a) At a meeting of shareholders called for that purpose by	551
the directors or, if no directors have been named in the articles	552
or elected, at a meeting of shareholders called for that purpose	553
by at least a majority of the incorporators. The directors or	554
incorporators shall give not less than seven days' written notice	555
to the shareholders, unless written notice is waived by the	556
shareholders, to meet at a specified time and place for the	557
purposes of adopting regulations and transacting any other	558
business;	559

(b) Without a meeting, by the written consent of the holders	560
of shares entitling them to exercise two-thirds of the voting	561
power on the proposal.	562

(4) In no event may the directors take any action to adopt or	563
amend regulations after the shareholders have adopted regulations	564
as provided in section 1701.11 of the Revised Code.	565

(B) Action required or permitted by this chapter to be taken	566
by the incorporators at an organizational meeting may be taken	567
without a meeting if the action taken is evidenced by one or more	568
written consents describing the action taken and signed by each	569
incorporator.	570

(C) An organizational meeting may be held in or out of this	571
state.	572

Sec. 1701.11.  (A)(1) Regulations for the government of a	573
corporation, the conduct of its affairs, and the management of its	574
property, consistent with law and the articles, may be adopted,	575
amended, or repealed in any of the following ways:	576

(a) Within ninety days after the corporation is formed, by	577
the directors in accordance with division (A)(1) of section	578
1701.10 of the Revised Code;	579

(b) By the shareholders at a meeting held for that purpose,	580
by the affirmative vote of the holders of shares entitling them to	581
exercise a majority of the voting power of the corporation on the	582
proposal, or if the articles or regulations that have been adopted	583
so provide, by the affirmative vote of the holders entitling them	584
to exercise a greater proportion than a majority of the voting	585
power of the corporation on the proposal;	586

(c) Without a meeting, by the written consent of the holders	587
of shares entitling them to exercise two-thirds of the voting	588
power of the corporation on the proposal.	589

(2) Except as otherwise provided in division (A)(4) of this	590
section, the regulations may be amended, or new regulations may be	591
adopted, in either of the following ways:	592

(a) By the shareholders at a meeting held for that purpose,	593
by the affirmative vote of the holders of shares entitling them to	594
exercise a majority of the voting power of the corporation on the	595
proposal;	596

(b) Without a meeting, by the written consent of the holders	597
of shares entitling them to exercise two-thirds of the voting	598
power of the corporation on the proposal.	599

(3) Except as otherwise provided in division (A)(4) of this	600
section, or if the articles or regulations that have been adopted	601
so provide or permit, regulations may be adopted or amended or new	602
regulations may be adopted by the affirmative vote or written	603
consent of the holders of shares entitling them to exercise a	604
greater or lesser proportion but not less than a majority of the	605
voting power of the corporation on the proposal;	606

(d) If and to the extent that the articles or regulations so	607
provide or permit and unless a provision of the Revised Code	608
reserves such authority to shareholders, by the directors,	609
provided that no provision or permission in the articles or	610
regulations may divest shareholders of the power, or limit the	611
shareholders' power, to adopt, amend, or repeal regulations.	612

(4)(2) Any amendment of regulations and any amended or new	613
regulations adopted by shareholders of an issuing public	614
corporation whose directors are classified pursuant to section	615
1701.57 of the Revised Code that would change or eliminate the	616
classification of directors shall be adopted only by the	617
shareholders only at a meeting held for that purpose, by the	618
affirmative vote of holders of shares entitling them to exercise	619
the voting power of the corporation that is required for	620
shareholders at a meeting under division (A)(2)(a) or (3)(A)(1)(b)	621
of this section, and also by the affirmative vote of the holders	622
of a majority of disinterested shares voted on the proposal	623
determined as specified in division (C)(9) of section 1704.01 of	624
the Revised Code.	625

(B) Without limiting the generality of the authority	626
described in division (A) of this section, the regulations may	627
include provisions with respect to all of the following:	628

(1) The place, if any, and time for holding, the manner of	629
and authority for calling, giving notice of, and conducting, and	630
the requirements of a quorum for, meetings of shareholders;	631

(2) The taking of a record of shareholders or the temporary	632
closing of books against transfers of shares;	633

(3) The number, classification, manner of fixing or changing	634
the number, qualifications, term of office, and compensation or	635
manner of fixing compensation, of directors;	636

(4) The place, if any, and time for holding, the manner of	637
and authority for calling, giving notice of, and conducting, and	638
the requirements of a quorum for, meetings of the directors;	639

(5) The appointment of an executive and other committees of	640
the directors, and their authority;	641

(6) The titles, qualifications, duties, term of office,	642
compensation or manner of fixing compensation, and the removal, of	643
officers;	644

(7) The terms on which new certificates for shares may be	645
issued in the place of lost, stolen, or destroyed certificates;	646

(8) The manner in which and conditions upon which a	647
certificated security, and the conditions upon which an	648
uncertificated security, and the shares represented by a	649
certificated or uncertificated security, may be transferred,	650
restrictions on the right to transfer the shares, and reservations	651
of liens on the shares;	652

(9)(a) Restrictions on the transfer and the right to transfer	653
shares of either of the following:	654

(i) An issuing public corporation to any person in a control	655
share acquisition;	656

(ii) A corporation with fifty or more shareholders to any	657
person in an acquisition that would be a control share acquisition	658
if the corporation were an issuing public corporation.	659

(b) The restrictions on the transfer and the right to	660
transfer shares described in division (B)(9)(a)(i) and (ii) of	661
this section may include requirements and procedures for consent	662
to an acquisition of the shares by directors based on a	663
determination by the directors of the best interests of the	664
corporation and its shareholders, consent to an acquisition of the	665
shares by shareholders, and reasonable sanctions for a violation	666
of those requirements, including the right of the corporation to	667
refuse to transfer, to redeem, or to deny voting or other	668
shareholder rights appurtenant to shares acquired in an	669
acquisition of the shares.	670

(10) Defining, limiting, or regulating the exercise of the	671
authority of the corporation, the directors, or the officers, or	672
all the shareholders;	673

(11) Defining, limiting, or regulating the exercise of the	674
authority of the shareholders; provided, that any amendment of the	675
regulations that would change or eliminate any such provision	676
shall be adopted only by the shareholders.	677

(C) The shareholders of a corporation may adopt and may	678
authorize the directors to adopt, either before or during an	679
emergency, as that term is defined in division (U) of section	680
1701.01 of the Revised Code, emergency regulations that shall be	681
operative only during an emergency. The emergency regulations may	682
include any provisions that are authorized to be included in	683
regulations by divisions (A) and (B) of this section. In addition,	684
unless expressly prohibited by the articles or the regulations,	685
the emergency regulations may make any provision, notwithstanding	686
any different provisions in this chapter and notwithstanding any	687
different provisions in the articles or the regulations that are	688
not expressly stated to be operative during an emergency, that may	689
be practical or necessary with respect to the following:	690

(1) The place, if any, and time for holding, the manner of	691
and authority for calling, giving notice of, and conducting, and	692
the requirements of a quorum for, meetings of the directors;	693

(2) The creation and appointment of an executive and other	694
committees of the directors and the delegation of authority to the	695
committees by the board;	696

(3) The creation, existence, and filling of vacancies,	697
including temporary vacancies, in the office of director;	698

(4) The selection, by appointment, election, or otherwise, of	699
officers and other persons to serve as directors for a meeting of	700
the board in the absence from the meeting of one or more of the	701
directors;	702

(5) The creation, existence, and filling of vacancies,	703
including temporary vacancies, in any office;	704

(6) The order of rank and the succession to the duties and	705
authority of officers.	706

(D) If(1) Unless the corporation complies with division	707
(D)(2) of this section, if the regulations are amended or new	708
regulations are adopted, without a meeting of the shareholders	709
other than by the shareholders at a meeting held for that purpose,	710
the secretary of the corporation shall send a copy of the	711
amendment or the new regulations by mail, overnight delivery	712
service, or any other means of communication authorized by the	713
shareholder to whom a copy of the amendment or new regulations are	714
is sent, to each shareholder who would have been entitled to vote	715
on the adoption of the amendment or the new regulations and did	716
not participate inof record as of the date of the adoption of the	717
amendment or the new regulations.	718

(2) Any corporation that files periodic reports with the	719
United States securities and exchange commission pursuant to	720
section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881,	721
15 U.S.C. 78m, as amended, or section 15(d) of the "Securities	722
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended,	723
may satisfy the notice to shareholders of record requirement of	724
division (D)(1) of this section by including a copy of the	725
amendment or the new regulations in a report filed in accordance	726
with those sections within twenty days after the adoption of the	727
amendment or the new regulations.	728

(E) No person dealing with the corporation shall be charged	729
with constructive notice of the regulations.	730

(F) Unless expressly prohibited by the articles or the	731
regulations or unless otherwise provided by the emergency	732
regulations, the following special rules shall be applicable	733
during an emergency notwithstanding any different provision	734
elsewhere in this chapter:	735

(1) Meetings of the directors may be called by any officer or	736
director.	737

(2) Notice of the time and place of each meeting of the	738
directors shall be given to such of the directors as it may be	739
feasible to reach at the time and by the means of communication,	740
written or oral, personal or mass, as may be practicable at the	741
time.	742

(3) The director or directors present at any meeting of the	743
directors that has been duly called and notice of which has been	744
duly given shall constitute a quorum for the meeting, and, in the	745
absence of one or more of the directors, the director or directors	746
present may appoint one or more of the officers of the corporation	747
directors for the meeting.	748

(4) If none of the directors attends a meeting of the	749
directors that has been duly called and notice of which has been	750
duly given, the officers of the corporation who are present, not	751
exceeding three, in order of rank, shall be directors for the	752
meeting, shall constitute a quorum for the meeting, and may	753
appoint one or more of the other officers of the corporation	754
directors for the meeting.	755

(5) If the chief executive officer dies, is missing, or for	756
any other reason is temporarily or permanently incapable of	757
discharging the duties of the office, the next ranking officer who	758
is available shall assume the duties and authority of the office	759
of the deceased, missing, or incapacitated chief executive officer	760
until such time as the directors shall otherwise order.	761

(6) The offices of secretary and treasurer shall be deemed to	762
be of equal rank, and, within the same office and as between the	763
offices of secretary and treasurer, rank shall be determined by	764
priority in time of the first election to the office or, if two or	765
more persons have been first elected to the office at the same	766
time, by seniority in age.	767

Sec. 1701.17. (A) A corporation by its directors, upon such	768
terms as it may impose, may provide and carry out plans for the	769
issuance, offering, or sale, or for the grant of options, to	770
employees of the corporation or of subsidiary corporations, or to	771
a trustee on their behalf, during the period of their employment	772
or other period, of, or with respect to, any unissued shares,	773
treasury shares, or shares to be purchased, which plans may	774
provide for the payment for such shares at one time or in	775
installments, or for the establishment of special funds in which	776
employees may participate. Shares otherwise subject to pre-emptive	777
rights may be offered or sold under suchthese plans only when	778
released from pre-emptive rights.	779

(B)(1) The directors, or a committee of the directors, may	780
delegate the authority described in division (A) of this section	781
to one or more officers if the resolution authorizing the	782
delegation specifies the total number of shares or options that	783
the officer or officers may award and the terms on which any	784
shares may be issued, offered, or sold or the terms of any	785
options.	786

(2) The directors may not authorize any officer described in	787
division (B)(1) of this section to designate that officer as a	788
recipient of any shares or options with respect to shares.	789

Sec. 1701.18.  (A) Except as provided in the case of change	790
of shares, share dividends or distributions, reorganization,	791
merger, consolidation, combination, or conversion of shares or	792
obligations into shares, the following apply:	793

(1) PaymentConsideration for shares shall be made with money	794
or other property of any description, or any interest in property,	795
actually transferred to the corporation, or labor or services	796
actually rendered to the corporationmay include cash, property,	797
services rendered, a promissory note, or any other binding	798
obligation to contribute cash or property or to perform services;	799
the provision of any other benefit to the corporation; or any	800
combination of these.	801

(2) In the case of shares with par value, other than treasury	802
shares, the consideration shall be not less than the par value of	803
the shares, provided that the shares may be sold and paid for at	804
such a discount from the par value of the shares that would amount	805
to or not exceed reasonable compensation for the sale,	806
underwriting, or purchase of the shares, and, regardless of the	807
discount, the shares shall be deemed to be fully paid.	808

(3) In the case of treasury shares with par value, the	809
consideration may be less than the par value of the shares.	810

(B) Promissory notes, drafts, or other obligations of a	811
subscriber or purchaser do not constitute payment for shares.	812

(C) An agreement by a person to perform services as the	813
consideration for shares does not, of itself, constitute the	814
person a shareholder and does not, of itself, constitute payment	815
for such shares prior to the performance of the services.	816

(D) Except in the case of convertible shares or obligations,	817
shares with par value shall not be issued or disposed of upon	818
change of shares, share dividends or distributions,	819
reorganization, merger, consolidation, exchange of shares for	820
other shares or securities, or otherwise, if as a result the	821
aggregate liabilities of the corporation plus its stated capital	822
would exceed its aggregate assets or any existing excess would be	823
increased.	824

(E) When shares have been issued as provided in this chapter,	825
in the case of change of shares, share dividends or distributions,	826
reorganization, merger, consolidation, or conversion of shares or	827
obligations into shares, or when shares have been paid for in	828
conformity with this section, such shares shall be deemed fully	829
paid and nonassessable.	830

(F) Every person who subscribes for or purchases shares of a	831
corporation is liable to the corporation to pay or deliver to the	832
corporation the consideration agreed upon, and, except as provided	833
in division (A) of this section, if the shares are with par value,	834
the person is obligated to pay to the corporation for the shares	835
in money or other property or servicesconsideration not less than	836
the full par value of the shares. The person is not liable to the	837
corporation or its creditors in any other amount.	838

(G) Every holder, whether the original or a transferee, of	839
shares not paid for as provided in this section, who has acquired	840
them with actual knowledge of that fact, is personally liable to	841
the corporation for the amount unpaid on the shares, and the	842
holder's liability shall continue notwithstanding any transfer of	843
the shares, until the shares are paid in full; but no holder who	844
has acquired the shares without actual knowledge of the fact that	845
the shares are not paid for is under any liability in respect of	846
the shares.	847

(H) No pledgee or other holder of shares as collateral	848
security is personally liable as a shareholder.	849

(I) No person who in fact, whether disclosed on the records	850
of the corporation or otherwise, holds shares as executor,	851
administrator, guardian, trustee, trustee of a voting trust,	852
receiver, or in any other fiduciary capacity is personally liable	853
as a shareholder, but the estate or property in the hands of such	854
fiduciary is liable or the real or beneficial owner is liable	855
under this section as equity may require. This section does not	856
relieve a fiduciary from liability for a breach of trust.	857

(J) Except as set forth in any provision in Title LVII of the	858
Revised Code, neither a shareholder of a corporation nor a	859
subscriber to its shares is personally liable for any debts,	860
obligations, or liabilities of the corporation in the absence of a	861
written, enforceable agreement that is signed by the shareholder	862
or subscriber and that specifically undertakes liability for such	863
debts, obligations, or liabilities.	864

Sec. 1701.19.  (A) When a determination of the fair value to	865
a corporation of property other than money or of services is made	866
by the incorporators, directors, or shareholders with respect to	867
property transferred or to be transferred, or services rendered or	868
to be rendered,consideration, other than cash, paid or to be paid	869
to the corporation as consideration for shares; or made by the	870
directors with respect to property voluntarily contributed to the	871
corporation; or made by the directors with respect to physical	872
assets of the corporation whichthat are reckoned by the directors	873
to have a fair value to the corporation in excess of the amount at	874
which they are carried on its books; or provided for in a plan of	875
reorganization confirmeddecree or order as provided in section	876
1701.75 of the Revised Code or set forth in an agreement of merger	877
or consolidation adopted as provided in section 1701.78, 1701.79,	878
1701.80, or 1701.801 of the Revised Code, then suchthe	879
determination shall be conclusive in any action or proceeding in	880
which it is claimed that the fair value to the corporation of such	881
consideration or property or of such services is or was less than	882
the value so determined, unless the party asserting sucha claim	883
affirmatively proves by clear and convincing evidence, and	884
otherwise than by proving the difference between the value of such	885
consideration or property, or of such services, and the fair value	886
so determined, that suchthe determination was knowingly and	887
intentionally made, by the persons making the determination, at a	888
value greater than the fair value of such consideration or	889
property or of such services to the corporation.	890

(B) The making of an agreement to issue or dispose of shares	891
for property or consideration other than money or for services	892
cash or the issuance or disposition of shares in consummation of	893
any agreement or transaction referred to in division (A) of this	894
section shall be held to be a determination that the property or	895
the servicesother consideration involved havehas a fair value to	896
the corporation not less than the value required to justify the	897
issuance or disposition of such shares.	898

Sec. 1701.40.  (A) Meetings of shareholders may be called by	899
any of the following:	900

(1) The chairperson of the board, the president, or, in case	901
of the president's absence, death, or disability, the	902
vice-president authorized to exercise the authority of the	903
president;	904

(2) The directors by action at a meeting, or a majority of	905
the directors acting without a meeting;	906

(3) Persons who hold twenty-five per cent of all shares	907
outstanding and entitled to vote at the meeting, unless the	908
articles or, the regulations adopted by the shareholders, or the	909
regulations adopted by the directors pursuant to division (A)(1)	910
of section 1701.10 of the Revised Code specify for that purpose a	911
smaller or larger proportion but not in excess of fifty per cent;	912

(4) Such other officers or persons as the articles or the	913
regulations authorize to call the meetings.	914

(B) Meetings of shareholders may be held either within or	915
without this state if so provided in the articles or the	916
regulations. The articles or regulations may authorize the	917
directors to determine that the meeting shall not be held at any	918
physical place, but instead may be held solely by means of	919
communications equipment as authorized by division (C) of this	920
section. If the corporation is an issuing public corporation and	921
the articles or regulations do not require that a meeting be held	922
at a particular physical place and also authorize the directors to	923
fix the place of the meeting, the directors may determine that the	924
meeting shall not be held at any physical place, but instead may	925
be held solely by means of communications equipment as authorized	926
by division (C) of this section. In the absence of any such	927
provision, all meetings shall be held at the principal office of	928
the corporation in this state.	929

(C) If authorized by the directors, the shareholders and	930
proxyholders who are not physically present at a meeting of	931
shareholders may attend a meeting of shareholders by use of	932
communications equipment that enables the shareholder or	933
proxyholder an opportunity to participate in the meeting and to	934
vote on matters submitted to the shareholders, including an	935
opportunity to read or hear the proceedings of the meeting and to	936
speak or otherwise participate in the proceedings	937
contemporaneously with those physically present. Any shareholder	938
using communications equipment will be deemed present in person at	939
the meeting whether the meeting is to be held at a designated	940
place or solely by means of communications equipment. The	941
directors may adopt guidelines and procedures for the use of	942
communications equipment in connection with a meeting of	943
shareholders to permit the corporation to verify that a person is	944
a shareholder or proxyholder and to maintain a record of any vote	945
or other action.	946

Sec. 1701.41.  (A) Written notice stating the time, place, if	947
any, and purposes of a meeting of the shareholders, and the means,	948
if any, by which shareholders can be present and vote at the	949
meeting through the use of communications equipment shall be given	950
either by personal delivery or by mail, overnight delivery	951
service, or any other means of communication authorized by the	952
shareholder to whom the notice is given, not less than seven nor	953
more than sixty days before the date of the meeting unless the	954
articles or, the regulations adopted by the shareholders, or the	955
regulations adopted by the directors pursuant to division (A)(1)	956
of section 1701.10 of the Revised Code specify a longer period:	957
(1) to every shareholder of record entitled to notice of the	958
meeting; (2) by or at the direction of the president or the	959
secretary or any other person required or permitted by the	960
regulations to give that notice. If mailed or sent by overnight	961
delivery service, the notice shall be sent to the shareholder at	962
the shareholder's address as it appears on the records of the	963
corporation. If sent by another means of communication authorized	964
by the shareholder, the notice shall be sent to the address	965
furnished by the shareholder for those transmissions. Notice of	966
adjournment of a meeting need not be given if the time and place,	967
if any, to which it is adjourned and the means, if any, by which	968
shareholders can be present and vote at the adjourned meeting	969
through the use of communications equipment are fixed and	970
announced at the meeting.	971

(B) Upon request in writing delivered either in person or by	972
registered mail to the president or the secretary by any persons	973
entitled to call a meeting of shareholders, that officer shall	974
forthwith cause to be given to the shareholders entitled to notice	975
of a meeting to be held on a date not less than seven nor more	976
than sixty days after the receipt of the request, as the officer	977
may fix, unless the articles or, the regulations adopted by the	978
shareholders, or the regulations adopted by the directors pursuant	979
to division (A)(1) of section 1701.10 of the Revised Code specify	980
a longer period for this purpose. If the notice is not given	981
within fifteen days after the delivery or mailing of the request,	982
or that shorter or longer period as the articles or, the	983
regulations adopted by the shareholders, or the regulations	984
adopted by the directors pursuant to division (A)(1) of section	985
1701.10 of the Revised Code specify for this purpose, the persons	986
calling the meeting may fix the time of meeting and give notice of	987
the time of meeting as provided in division (A) of this section,	988
or cause the notice to be given by any designated representative.	989

(C) Any authorization by a shareholder to send notices given	990
pursuant to this chapter by any means other than in person or by	991
mail or overnight delivery service is revocable by written notice	992
to the corporation either by personal delivery or by mail,	993
overnight delivery service, or any other means of communication	994
authorized by the corporation. If sent by another means of	995
communication authorized by the corporation, the notice shall be	996
sent to the address furnished by the corporation for those	997
transmissions. Any authorization by a shareholder to send notices	998
given pursuant to this chapter by any means other than in person	999
or by mail or overnight delivery service will be deemed to have	1000
been revoked by the shareholder if (1) the corporation has	1001
attempted to make delivery of two consecutive notices in	1002
accordance with that authorization, and (2) the secretary or an	1003
assistant secretary of the corporation, or other person	1004
responsible for giving of notice, has received notice that, or	1005
otherwise believes that, delivery has not occurred. However, an	1006
inadvertent failure to treat the inability to deliver notice as a	1007
revocation will not invalidate any meeting of shareholders or	1008
other action.	1009

Sec. 1701.44.  (A) Except to the extent that the voting	1010
rights of the shares of any class are increased, limited, or	1011
denied by the express terms of such shares, and except as provided	1012
in scrip issued in lieu of a certificate for a fraction of a	1013
share, each outstanding share regardless of class shall entitle	1014
the holder thereof to one vote on each matter properly submitted	1015
to the shareholders for their vote, consent, waiver, release, or	1016
other action, subject to the provisions with respect to cumulative	1017
voting in section 1701.55 of the Revised Code.	1018

(B) Unless the articles, the regulations adopted by the	1019
shareholders, the regulations adopted by the directors pursuant to	1020
division (A)(1) of section 1701.10 of the Revised Code, or the	1021
contract of subscription for shares otherwise provides, a	1022
shareholder shall be entitled to vote even though histhe	1023
shareholder's shares have not been fully paid, but shares upon	1024
which an installment of the consideration for such shares is	1025
overdue and unpaid shall not be voted.	1026

Sec. 1701.51. (A) Unless the articles or, the regulations	1027
adopted by the shareholders, or the regulations adopted by the	1028
directors pursuant to division (A)(1) of section 1701.10 of the	1029
Revised Code otherwise provide:	1030

(A) The, the shareholders present in person, by proxy, or by	1031
the use of communications equipment at any meeting of shareholders	1032
shall constitute a quorum for such meeting, but no action required	1033
by law, the articles, or the regulations to be authorized or taken	1034
by the holders of a designated proportion of the shares of any	1035
particular class or of each class, may be authorized or taken by a	1036
lesser proportion.	1037

(B) TheUnless the articles or the regulations otherwise	1038
provide, the holders of a majority of the voting shares	1039
represented at a meeting, whether or not a quorum is present, may	1040
adjourn such meeting from time to time.	1041

Sec. 1701.54. (A) Unless the articles or, the regulations	1042
adopted by the shareholders, or the regulations adopted by the	1043
directors pursuant to division (A)(1) of section 1701.10 of the	1044
Revised Code prohibit the authorization or taking of any action of	1045
the shareholders or of the directors without a meeting, any action	1046
that may be authorized or taken at a meeting of the shareholders	1047
or of the directors, as the case may be, may be authorized or	1048
taken without a meeting with the affirmative vote or approval of,	1049
and in a writing or writings signed by all the shareholders who	1050
would be entitled to notice of a meeting of the shareholders held	1051
for such purpose, or all the directors, respectively, which	1052
writing or writings shall be filed with or entered upon the	1053
records of the corporation. Any certificate with respect to the	1054
authorization or taking of any such action that is required to be	1055
filed in the office of the secretary of state shall recite that	1056
the authorization or taking of such action was in a writing or	1057
writings approved and signed as specified in this section.	1058

(B) A telegram, cablegram, electronic mail, or an electronic	1059
or other transmission capable of authentication that appears to	1060
have been sent by a person described in division (A) of this	1061
section and that contains an affirmative vote or approval of that	1062
person is a signed writing for the purposes of this section. The	1063
date on which that telegram, cablegram, electronic mail, or	1064
electronic or other transmission is sent is the date on which the	1065
writing is signed.	1066

Sec. 1701.57.  (A) Unless the articles or, the regulations	1067
adopted by the shareholders, or the regulations adopted by the	1068
directors pursuant to division (A)(1) of section 1701.10 of the	1069
Revised Code provide for a different term (which may not exceed	1070
three years from the date of his election and until hisa	1071
successor is elected), each director shall hold office until the	1072
next annual meeting of the shareholders and until hisa successor	1073
is elected, or until histhe director's earlier resignation,	1074
removal from office, or death.	1075

(B) The articles or, the regulations adopted by the	1076
shareholders, or the regulations adopted by the directors pursuant	1077
to division (A)(1) of section 1701.10 of the Revised Code may	1078
provide:	1079

(1) For the classification of directors into either two or	1080
three classes consisting of not less than three directors each,	1081
provided that where all shares of a corporation entitled to elect	1082
a class of directors are owned of record by one or two	1083
shareholders, the number of directors of each class may be less	1084
than three, but not less than the number of shareholders entitled	1085
to elect directors of such class;	1086

(2) That the terms of office of the several classes need not	1087
be uniform, except that no term shall exceed the maximum period	1088
specified in division (A) of this section.	1089

Sec. 1701.58.  (A) The office of a director becomes vacant if	1090
the director dies or resigns. A resignation shall take effect	1091
immediately or at such other time as the director may specify.	1092

(B) The directors may remove any director and thereby create	1093
a vacancy in the board:	1094

(1) If by order of court the director has been found to be of	1095
unsound mind, or if the director is adjudicated a bankrupt;	1096

(2) If within sixty days, or within suchany other period of	1097
time as is prescribed in the articles or the regulations, from the	1098
date of the director's election the director does not qualify by	1099
accepting in writing the director's election to suchthat office	1100
or by acting at a meeting of the directors, and by acquiring the	1101
qualifications specified in the articles or the regulations; or	1102
if, for such period as is prescribed in the articles or the	1103
regulations, the director ceases to hold the required	1104
qualifications.	1105

(C) Except as otherwise provided in this division, if the	1106
shareholders have a right to vote cumulatively in the election of	1107
directors, then, unless the articles or, the regulations adopted	1108
by the shareholders, or the regulations adopted by the directors	1109
pursuant to division (A)(1) of section 1701.10 of the Revised Code	1110
expressly provide that no director may be removed from office or	1111
that removal of directors requires a greater vote than that	1112
specified in this division, all the directors, all the directors	1113
of a particular class, or any individual director may be removed	1114
from office, without assigning any cause, by the vote of the	1115
holders of a majority of the voting power entitling them to elect	1116
directors in place of those to be removed, except that, unless all	1117
the directors, or all the directors of a particular class, are	1118
removed, no individual director shall be removed if the votes of a	1119
sufficient number of shares are cast against the director's	1120
removal that, if cumulatively voted at an election of all the	1121
directors, or all the directors of a particular class, as the case	1122
may be, would be sufficient to elect at least one director. In the	1123
case of an issuing public corporation whose directors are	1124
classified pursuant to section 1701.57 of the Revised Code, the	1125
shareholders may effect a removal under this division only for	1126
cause.	1127

(D) If the shareholders do not have the right to vote	1128
cumulatively as a result of an amendment to the articles permitted	1129
by division (B)(10) of section 1701.69 of the Revised Code, then,	1130
unless the articles or, the regulations adopted by the	1131
shareholders, or the regulations adopted by the directors pursuant	1132
to division (A)(1) of section 1701.10 of the Revised Code	1133
expressly provide that no director may be removed from office or	1134
that removal of directors requires a greater vote than that	1135
specified in this division, all the directors, all the directors	1136
of a particular class, or any individual director may be removed	1137
from office, without assigning any cause, by the vote of the	1138
holders of a majority of the voting power entitling them to elect	1139
directors in place of those to be removed; except that in the case	1140
of an issuing public corporation whose directors are classified	1141
pursuant to section 1701.57 of the Revised Code, the shareholders	1142
may effect that removal only for cause.	1143

(E) In case of any removal pursuant to division (C) or (D) of	1144
this section, a new director may be elected at the same meeting	1145
for the unexpired term of each director removed. Failure to elect	1146
a director to fill the unexpired term of any director removed is	1147
deemed to create a vacancy in the board.	1148

(F) Unless the articles or the regulations otherwise provide,	1149
the remaining directors, though less than a majority of the whole	1150
authorized number of directors, may, by the vote of a majority of	1151
their number, fill any vacancy in the board for the unexpired	1152
term. Under this section, a vacancy exists if the shareholders	1153
increase the authorized number of directors but fail at the	1154
meeting at which such increase is authorized, or an adjournment of	1155
that meeting, to elect the additional directors provided for, or	1156
if the shareholders fail at any time to elect the whole authorized	1157
number of directors.	1158

Sec. 1701.62.  Unless the articles or, the regulations	1159
adopted by the shareholders, or the regulations adopted by the	1160
directors pursuant to division (A)(1) of section 1701.10 of the	1161
Revised Code otherwise provide, and subject to the exceptions,	1162
applicable during an emergency, as that term is defined in section	1163
1701.01 of the Revised Code, for which provision is made in	1164
division (F) of section 1701.11 of the Revised Code, a majority of	1165
the whole authorized number of directors is necessary to	1166
constitute a quorum for a meeting of the directors, except that a	1167
majority of the directors in office constitutes a quorum for	1168
filling a vacancy in the board. The act of a majority of the	1169
directors present at a meeting at which a quorum is present is the	1170
act of the board, unless the act of a greater number is required	1171
by the articles, the regulations adopted by the shareholders, the	1172
regulations adopted by the directors pursuant to division (A)(1)	1173
of section 1701.10 of the Revised Code, or the bylaws.	1174

Sec. 1701.63.  (A) The regulations may provide for the	1175
creation by the directors of an executive committee or any other	1176
committee of the directors, to consist of one or more directors,	1177
and may authorize the delegation to any such committee of any of	1178
the authority of the directors, however conferred, other than the	1179
authority of filling vacancies among the directors or in any	1180
committee of the directors and other than the authority to adopt,	1181
amend, or repeal regulations.	1182

(B) The directors may appoint one or more directors as	1183
alternate members of any committee described in division (A) of	1184
this section, who may take the place of any absent member or	1185
members at any meeting of the particular committee.	1186

(C) Each committee described in division (A) of this section	1187
shall serve at the pleasure of the directors, shall act only in	1188
the intervals between meetings of the directors, and shall be	1189
subject to the control and direction of the directors.	1190

(D) Unless otherwise provided in the regulations or ordered	1191
by the directors, any committee described in division (A) of this	1192
section may act by a majority of its members at a meeting or by a	1193
writing or writings signed by all of its members.	1194

(E) Unless participation by members of any committee	1195
described in division (A) of this section at a meeting by means of	1196
communications equipment is prohibited by the articles, the	1197
regulations, or an order of the directors, meetings of the	1198
particular committee may be held through any communications	1199
equipment if all persons participating can hear each other.	1200
Participation in a meeting pursuant to this division constitutes	1201
presence at the meeting.	1202

(F) An act or authorization of an act by any committee	1203
described in division (A) of this section within the authority	1204
delegated to it shall be as effective for all purposes as the act	1205
or authorization of the directors.	1206

(G) Unless otherwise provided in the articles, the	1207
regulations, or the resolution of the directors creating a	1208
committee described in division (A) of this section, a committee	1209
described in division (A) of this section may create one or more	1210
subcommittees, each subcommittee to consist of one or more members	1211
of the committee, and may delegate to a subcommittee any or all of	1212
the powers and authority of the committee.	1213

Sec. 1701.73.  (A)(1) Upon the adoption of any amendment or	1214
amended articles, a certificate containing a copy of the	1215
resolution adopting the amendment or amended articles, a statement	1216
of the manner of its adoption, and, in the case of adoption of the	1217
resolution by the incorporators or directors, a statement of the	1218
basis for such adoption, shall be filed with the secretary of	1219
state, and thereupon the articles shall be amended accordingly,	1220
any change of shares provided for in the amendment or amended	1221
articles shall become effective, and the amended articles shall	1222
supersede the existing articles. When	1223

(2) Except as provided in division (A)(3) of this section,	1224
when an amendment or amended articles are adopted by the directors	1225
pursuant to section 1701.70 of the Revised Code, the corporation	1226
shall send notice of the amendment or amended articles, and a copy	1227
or summary thereof, by mail, overnight delivery service, or any	1228
other means of communication authorized by the shareholder to whom	1229
the notice and copy or summary are sent, to each shareholder of	1230
the corporation of record as of the date on which the directors	1231
approved the amendment or amended articles. The notice shall be	1232
sent to the shareholders within twenty days after the filing of	1233
the certificate required by this division (A)(1) of this section.	1234

(3) Any corporation that files periodic reports with the	1235
United States securities and exchange commission pursuant to	1236
section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881,	1237
15 U.S.C. 78m, as amended, or section 15(d) of the "Securities	1238
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended,	1239
may satisfy the notice to shareholders of record requirement of	1240
division (A)(2) of this section by including a copy or summary of	1241
the amendment or amended articles in a report filed in accordance	1242
with those provisions within twenty days after the filing of the	1243
certificate required by division (A)(1) of this section.	1244

(B) When an amendment or amended articles are adopted by the	1245
incorporators, the certificate described in division (A)(1) of	1246
this section shall be signed by each of them.	1247

(C) When an amendment or amended articles are adopted by the	1248
directors or by the shareholders, the certificate described in	1249
division (A)(1) of this section shall be signed by any authorized	1250
officer.	1251

(D) A copy of an amendment or amended articles changing the	1252
name of a corporation or its principal office in this state,	1253
certified by the secretary of state, may be filed for record in	1254
the office of the county recorder of any county in this state, and	1255
for such recording, the county recorder shall charge and collect	1256
the same fee as provided for in division (A) of section 317.32 of	1257
the Revised Code. SuchThe copy shall be recorded in the records	1258
of deeds.	1259

Sec. 1701.75.  (A) A corporation,If an order of relief has	1260
been entered pursuant to the federal Bankruptcy Code, 11 U.S.C.	1261
101, as amended, or if a plan of reorganization of which shall	1262
havehas been confirmed by the decree or order of a court of	1263
competent jurisdiction pursuant to the provisions of any other	1264
applicable statute of the United States relating to reorganization	1265
of corporations, a corporation may put into effect and carry out	1266
the plan and theany decrees and orders of the court relative	1267
thereto,in the bankruptcy or reorganization proceeding and may	1268
take any proceeding and do any actcorporate action provided in	1269
the plan or directed by such decrees and orders, without further	1270
action by its directors or shareholders. Such authorityAuthority	1271
may be exercised, and such proceedings and actscorporate actions	1272
may be taken or done, as directed by such decrees or orders, by	1273
the trustee or trustees of suchthe corporation appointed or	1274
elected in the bankruptcy or reorganization proceedings (or a	1275
majority thereof), or if none shall have been appointed or elected	1276
and acting, by designated officers of the corporation, or by a	1277
master or other representative appointed by the court, with like	1278
effect as if exercised and taken by unanimous action of the	1279
directors and shareholders of the corporation.	1280

(B) A corporation,If authorized in the manner provided in	1281
division (A) of this section, but without limiting the generality	1282
thereof, a corporation may: amend its articles in any respect;	1283
amend or repeal its regulations or adopt new regulations; name,	1284
constitute, reconstitute, classify, or reclassify its directors	1285
and appoint directors and officers in place of or in addition to	1286
some or all of the directors or officers then in office; make any	1287
lawful change in its stated capital; make a determination of the	1288
fair value to the corporation of its assets; transfer all or a	1289
part of its assets; merge; consolidate; remove or appoint a	1290
statutory agent; authorize the granting of option rights in	1291
respect of shares and other securities; authorize the issuing of	1292
notes, bonds, and other evidences of indebtedness, whether or not	1293
convertible into shares or other securities; lease its property to	1294
any corporation; dissolve; or effect any other change authorized	1295
by this chapter.	1296

(C) If a plan of reorganization provides for or effects an	1297
amendment to the articles is adopted or the merger, consolidation,	1298
or dissolution of a corporation is authorized in the manner	1299
provided in division (A)(1) of this section, or if a plandecree	1300
or order having such a result is modified in respect of suchan	1301
amendment, merger, consolidation, or dissolution, then a	1302
certificate of reorganization or an amended certificate of	1303
reorganization, as the case may be, setting forth such portions of	1304
the plan of reorganizationdecree or order or modification thereof	1305
as would otherwise be required to be set forth in a certificate of	1306
amendment, an agreement of merger or consolidation, or a	1307
certificate of dissolution (and, if desired, any other portions	1308
thereof) shall be filed in the office of the secretary of state	1309
and shall operate to effect suchthe amendment, merger,	1310
consolidation, or dissolution. SuchThe certificate shall be made,	1311
subscribed, and filed as may be directed by suchthe decrees or	1312
orders, or, in the absence of such direction, by the president or	1313
a vice-president and the secretary or an assistant secretary. The	1314
certificate shall contain a statement that the plan of	1315
reorganizationprovision for making the certificate has been	1316
confirmedauthorized by the decree or order of the court	1317
designated in the certificate or that the plan so confirmeddecree	1318
or order has been modified by order of suchthe court, as the case	1319
may be.	1320

(D) If a decree or order by the court in a bankruptcy or	1321
reorganization proceeding provides for or effects an amendment to	1322
the articles or the merger, consolidation, or dissolution of a	1323
corporation, or if after the filing in the office of the secretary	1324
of state of a certificate of reorganization, or an amended	1325
certificate, a decree or order of court is entered whichthat has	1326
the effect of vacating saidthe plan, a certified copy of saidthe	1327
decree or order shall be filed by the corporation in the office of	1328
the secretary of state.	1329

(E) Nonassenting or dissenting shareholders shall have only	1330
such rights as are provided for in the plan of reorganization	1331
decree or order.	1332

Sec. 1701.76.  (A)(1) Provided the provisions of Chapter	1333
1704. of the Revised Code do not prevent the transaction from	1334
being effected, a lease, sale, exchange, transfer, or other	1335
disposition of all, or substantially all, of the assets, with or	1336
without the good will, of a corporation, if not made in the usual	1337
and regular course of its business, may be made upon the terms and	1338
conditions and for the consideration, that may consist, in whole	1339
or in part, of money or other property of any description,	1340
including shares or other securities or promissory obligations of	1341
any other corporation, domestic or foreign, that may be authorized	1342
as follows:	1343

(a) By the directors, either before or after authorization by	1344
the shareholders as required in this section; and	1345

(b) At a meeting of the shareholders held for that purpose,	1346
by the affirmative vote of the holders of shares entitling them to	1347
exercise two-thirds of the voting power of the corporation on the	1348
proposal, or, if the articles so provide or permit, by the	1349
affirmative vote of a greater or lesser proportion, but not less	1350
than a majority, of the voting power, and by the affirmative vote	1351
of the holders of shares of any particular class that is required	1352
by the articles.	1353

(2) At the shareholder meeting described in division	1354
(A)(1)(b) of this section or at any subsequent shareholder	1355
meeting, shareholders, by the same vote that is required to	1356
authorize the lease, sale, exchange, transfer, or other	1357
disposition of all, or substantially all, of the assets, with or	1358
without the good will, of the corporation, may grant authority to	1359
the directors to establish or amend any of the terms and	1360
conditions of the transaction, except that the shareholders shall	1361
not authorize the directors to do any of the following:	1362

(a) Alter or change the amount or kind of shares, securities,	1363
money, property, or rights to be received in exchange for the	1364
assets;	1365

(b) Alter or change to any material extent the amount or kind	1366
of liabilities to be assumed in exchange for the assets;	1367

(c) Alter or change any other terms and conditions of the	1368
transaction if any of the alterations or changes, alone or in the	1369
aggregate, would materially adversely affect the shareholders or	1370
the corporation.	1371

(3) Notice of the meeting of the shareholders described in	1372
division (A)(1)(b) of this section shall be given to all	1373
shareholders whether or not entitled to vote at the meeting and	1374
shall be accompanied by a copy or summary of the terms of the	1375
transaction.	1376

(B) The corporation by its directors may abandon the	1377
transaction under this section, subject to the contract rights of	1378
other persons, if the power of abandonment is conferred upon the	1379
directors either by the terms of the transaction or by the same	1380
vote of shareholders and at the same meeting of shareholders as	1381
that referred to in division (A)(1)(b) of this section or at any	1382
subsequent meeting.	1383

(C) Dissenting holders of shares of any class, whether or not	1384
entitled to vote, shall be entitled to relief under section	1385
1701.85 of the Revised Code.	1386

(D) An action to set aside a conveyance by a corporation, on	1387
the ground that any section of the Revised Code applicable to the	1388
lease, sale, exchange, transfer, or other disposition of all, or	1389
substantially all, of the assets of that corporation has not been	1390
complied with, shall be brought within ninety days after that	1391
transaction, or the action shall be forever barred.	1392

(E) If a resolution of dissolution is adopted pursuant to	1393
section 1701.86 of the Revised Code, the directors may dispose of	1394
all, or substantially all, of the corporation's assets without the	1395
necessity of a shareholders' authorization under this section.	1396

(F) The terms and conditions of any transaction under this	1397
section shall be subject to the limitations specified in section	1398
2307.97 of the Revised Code.	1399

(G) This section does not apply to the distribution, pursuant	1400
to section 1701.33 of the Revised Code, to the shareholders of an	1401
issuing public corporation of shares owned by the issuing public	1402
corporation in one or more of its domestic or foreign subsidiary	1403
corporations, unless either of the following applies:	1404

(1) The former subsidiary is a party to one or more	1405
agreements pursuant to which it is obligated to engage in an	1406
additional transaction that, if the transaction were authorized	1407
after the time at which the distribution becomes effective, would	1408
require the approval of its shareholders.	1409

(2) Immediately prior to the time at which the distribution	1410
becomes effective, the issuing public corporation has more than	1411
one class of shares outstanding.	1412

Sec. 1701.782. (A) Subject to division (B)(2) of this	1413
section, pursuant to a written declaration of conversion as	1414
provided in this section, a domestic or foreign entity that is not	1415
a domestic corporation and is not a nonprofit corporation may be	1416
converted into a domestic corporation.	1417

(B)(1) The written declaration of conversion shall set forth	1418
all of the following:	1419

(a) The name and form of entity that is being converted, the	1420
name of the entity into which the entity will be converted, and	1421
the jurisdiction of formation of the converting entity;	1422

(b) The articles of the converted corporation;

1423

(c) All statements and matters required to be set forth in an	1424
instrument of conversion by the laws under which the converting	1425
entity exists;	1426

(d) The terms of the conversion; the mode of carrying them	1427
into effect; and the manner and basis of converting the interests	1428
or shares of the converting entity into, or substituting the	1429
interests or shares in the converting entity for, interests,	1430
evidences of indebtedness, other securities, cash, rights, or any	1431
other property or any combination of interests, evidences of	1432
indebtedness, other securities, cash, rights, or any other	1433
property of the converted corporation.	1434

(2) No conversion or substitution described in this section	1435
shall be effected if there are reasonable grounds to believe that	1436
the conversion or substitution would render the converted	1437
corporation unable to pay its obligations as they become due in	1438
the usual course of its affairs.	1439

(C) The written declaration of conversion may set forth any	1440
of the following:	1441

(1) The effective date of the conversion, which date may be	1442
on or after the date of the filing of the certificate of	1443
conversion pursuant to section 1701.811 of the Revised Code;	1444

(2) A provision authorizing the converting entity to abandon	1445
the proposed conversion by action of authorized representatives of	1446
the converting entity taken prior to the filing of the certificate	1447
of conversion pursuant to section 1701.811 of the Revised Code;	1448

(3) A statement of, or a statement of the method to be used	1449
to determine, the fair value of the assets owned by the converting	1450
entity at the time of the conversion;	1451

(4) The regulations of the converted corporation;

1452

(5) The identity of the directors of the converted	1453
corporation;	1454

(6) The parties to the declaration of conversion in addition	1455
to the converting entity;	1456

(7) The stated capital, if any, of each class of shares of	1457
the converted corporation to be outstanding at the time that the	1458
conversion becomes effective;	1459

(8) Any additional provision necessary or desirable with	1460
respect to the proposed conversion or the converted entity.	1461

(D) At any time before the filing of the certificate of	1462
conversion pursuant to section 1701.811 of the Revised Code, the	1463
conversion may be abandoned by any representatives authorized to	1464
do so by the declaration of conversion, or by the same vote as was	1465
required to adopt the declaration of conversion.	1466

Sec. 1701.792. (A) Subject to division (B)(2) of this	1467
section, pursuant to a written declaration of conversion as	1468
provided in this section, a domestic corporation may be converted	1469
into a domestic or foreign entity other than a nonprofit	1470
corporation or a domestic corporation.	1471

(B)(1) The written declaration of conversion shall set forth	1472
all of the following:	1473

(a) The name and form of entity that is being converted, the	1474
name of the entity into which the entity will be converted, the	1475
form of the converted entity, and the jurisdiction of formation of	1476
the converted entity;	1477

(b) If the converted entity is a domestic entity, the	1478
complete terms of all documents required under the applicable	1479
chapter of the Revised Code to form the converted entity;	1480

(c) If the converted entity is a foreign entity, all of the	1481
following:	1482

(i) The complete terms of all documents required under the	1483
law of its formation to form the converted entity;	1484

(ii) The consent of the converted entity to be sued and	1485
served with process in this state, and the irrevocable appointment	1486
of the secretary of state as the agent of the converted entity to	1487
accept service of process in this state to enforce against the	1488
converted entity any obligation of the converting corporation or	1489
to enforce the rights of a dissenting shareholder of the	1490
converting corporation;	1491

(iii) If the converted entity desires to transact business in	1492
this state, the information required to qualify or to be licensed	1493
under the applicable chapter of the Revised Code.	1494

(d) All other statements and matters required to be set forth	1495
in the declaration of conversion by the applicable chapter of the	1496
Revised Code, if the converted entity is a domestic entity, or by	1497
the laws under which the converted entity will be formed, if the	1498
converted entity is a foreign entity;	1499

(e) The terms of the conversion; the mode of carrying them	1500
into effect; and the manner and basis of converting the interests	1501
or shares of the converting corporation into, or substituting the	1502
interests or shares in the converting corporation for, interests,	1503
evidences of indebtedness, other securities, cash, rights, or any	1504
other property or any combination of interests, evidences of	1505
indebtedness, other securities, cash, rights, or any other	1506
property of the converted entity.	1507

(2) No conversion or substitution described in this section	1508
shall be effected if there are reasonable grounds to believe that	1509
the conversion or substitution would render the converted entity	1510
unable to pay its obligations as they become due in the usual	1511
course of its affairs.	1512

(C) The written declaration of conversion may set forth any	1513
of the following:	1514

(1) The effective date of the conversion, which date may be	1515
on or after the date of the filing of the certificate of	1516
conversion;	1517

(2) A provision authorizing, prior to the filing of the	1518
certificate of conversion pursuant to section 1701.811 of the	1519
Revised Code, the converting corporation to abandon the proposed	1520
conversion by action of the directors of the converting	1521
corporation or by the same vote as was required to adopt the	1522
declaration of conversion;	1523

(3) A statement of, or a statement of the method to be used	1524
to determine, the fair value of the assets owned by the converting	1525
corporation at the time of the conversion;	1526

(4) The parties to the declaration of conversion in addition	1527
to the converting entity;	1528

(5) Any additional provision necessary or desirable with	1529
respect to the proposed conversion or the converted entity.	1530

(D) The directors of the domestic converting corporation must	1531
approve the declaration of conversion to effect the conversion,	1532
and the declaration of conversion must be adopted by the	1533
shareholders of the domestic converting corporation, at a meeting	1534
held for the purpose.	1535

(E) Notice of each meeting of shareholders of a domestic	1536
converting corporation at which a declaration of conversion is to	1537
be submitted shall be given to all shareholders of that	1538
corporation, whether or not they are entitled to vote, and shall	1539
be accompanied by a copy or a summary of the material provisions	1540
of the declaration of conversion.	1541

(F) The vote required to adopt a declaration of conversion at	1542
a meeting of the shareholders of a domestic converting corporation	1543
is the affirmative vote of the holders of shares of that	1544
corporation entitling them to exercise at least two-thirds of the	1545
voting power of the corporation on the proposal or a different	1546
proportion as provided in the articles, but not less than a	1547
majority, or, if the conversion is to a foreign corporation, a	1548
different proportion as the articles provide for a merger or	1549
consolidation, and the affirmative vote of the holders of shares	1550
of any particular class as required by the articles of the	1551
converting corporation.	1552

If the declaration of conversion would have an effect that,	1553
if accomplished through an amendment to the articles, would	1554
entitle the holders of shares of any particular class of a	1555
domestic converting corporation to vote as a class on the adoption	1556
of an amendment as provided in division (B) of section 1701.71 of	1557
the Revised Code, the declaration of conversion also must be	1558
adopted by the affirmative vote of the holders of at least	1559
two-thirds of the shares of such class, or a different proportion	1560
as the articles provide, but not less than a majority. However, if	1561
the declaration of conversion would have an effect that, if	1562
accomplished through an amendment to the articles, would entitle	1563
the holders of shares of any particular class of a domestic	1564
converting corporation to vote as a class on the adoption of an	1565
amendment pursuant to division (B)(2) or (4) of section 1701.71 of	1566
the Revised Code solely because those shares are to be converted	1567
into or substituted for the same number of shares of a class of a	1568
different corporation having express terms identical in all	1569
material respects to those of the class of shares so converted or	1570
substituted, the declaration of conversion does not need to be	1571
adopted by the affirmative vote of the holders of shares of that	1572
particular class voting as a class.	1573

If the declaration of conversion would authorize any	1574
particular corporate action that under any applicable provision of	1575
law or the articles could be authorized only by or pursuant to a	1576
specified vote of shareholders, the declaration of conversion also	1577
must be adopted by the same affirmative vote as required for such	1578
action.	1579

(G)(1) At any time before the filing of the certificate of	1580
conversion pursuant to section 1701.811 of the Revised Code, the	1581
conversion may be abandoned by the directors of the converting	1582
corporation, if the directors are authorized to do so by the	1583
declaration of conversion, or by the same vote of the shareholders	1584
as was required to adopt the declaration of conversion.	1585

(2) The declaration of conversion may contain a provision	1586
authorizing the directors of the converting corporation to amend	1587
the declaration of conversion at any time before the filing of the	1588
certificate of conversion pursuant to section 1701.811 of the	1589
Revised Code, except that, after the adoption of the declaration	1590
of conversion by the stockholders of the converting corporation,	1591
the directors may not amend the declaration of conversion to do	1592
any of the following:	1593

(a) Alter or change the amount or kind of interests, shares,	1594
evidences of indebtedness, other securities, cash, rights, or any	1595
other property to be received by the shareholders of the	1596
converting corporation in conversion of, or substitution for,	1597
their shares;	1598

(b) Alter or change any term of the organizational documents	1599
of the converted entity except for alterations or changes that are	1600
adopted with the vote or action of the persons, the vote or action	1601
of which would be required for the alteration or change after the	1602
conversion;	1603

(c) Alter or change any other terms and conditions of the	1604
declaration of conversion if any of the alterations or changes,	1605
alone or in the aggregate, materially and adversely would affect	1606
the holders of any class or series of shares of the converting	1607
corporation.	1608

Sec. 1701.802.  (A) For purposes of this section, a holding	1609
company is a domestic corporation that, from its formation until	1610
consummation of a merger governed by this section, was at all	1611
times a direct or indirect wholly owned subsidiary of the parent	1612
corporation and whose shares are issued in that merger solely to	1613
the shareholders of the parent corporation.	1614

(B) Pursuant to an agreement of merger between the	1615
constituent corporations as provided in this section and provided	1616
that the provisions of Chapter 1704. of the Revised Code do not	1617
prevent the merger from being effected, a direct or indirect	1618
wholly owned domestic subsidiary may be merged with or into a	1619
domestic parent corporation if all of the following apply:	1620

(1) The parent company and the direct or indirect wholly	1621
owned subsidiary are the only constituent entities to the merger.	1622

(2) Each share or fraction of a share of the outstanding	1623
shares of the parent corporation outstanding immediately prior to	1624
the time at which the merger becomes effective is converted in the	1625
merger into a share or fraction of a share of a holding company	1626
having express terms identical in all material respects to those	1627
that were converted in the merger.	1628

(3) The articles and regulations of the holding company	1629
immediately following the time at which the merger becomes	1630
effective contain provisions identical in all material respects to	1631
those contained in the articles and regulations of the parent	1632
corporation immediately prior to the time at which the merger	1633
becomes effective.	1634

(4) As a result of the merger, the parent corporation becomes	1635
a direct or indirect wholly owned subsidiary of the holding	1636
company.	1637

(5) The directors of the parent corporation become or remain	1638
the directors of the holding company immediately following the	1639
time at which the merger becomes effective.	1640

(C) A parent corporation, by action of its board of	1641
directors, may adopt a merger described in division (B) of this	1642
section without any vote of its shareholders. From and after the	1643
effective time of a merger adopted in this manner, all of the	1644
following apply:	1645

(1) To the extent the restrictions of Chapter 1704. of the	1646
Revised Code applied to the parent corporation and its	1647
shareholders at the effective time of the merger, such	1648
restrictions apply to the holding company and its shareholders	1649
immediately after the effective time of the merger as though it	1650
were the parent corporation. All shares of stock of the holding	1651
company acquired in the merger, for purposes of Chapter 1704. of	1652
the Revised Code, are deemed to have been acquired at the time	1653
that the shares of stock of the parent corporation converted in	1654
the merger were acquired, and any shareholder that immediately	1655
prior to the effective time of the merger was not an interested	1656
shareholder of the parent corporation within the meaning of	1657
Chapter 1704. of the Revised Code does not solely by reason of the	1658
merger become an interested shareholder of the holding company.	1659

(2) If the corporate name of the holding company immediately	1660
following the effective time of the merger is the same as the	1661
corporate name of the parent corporation immediately prior to the	1662
effective time of the merger, the shares of capital stock of the	1663
holding company into which the shares of capital stock of the	1664
parent corporation are converted in the merger shall be	1665
represented by the stock certificates that previously represented	1666
shares of capital stock of the parent corporation.	1667

(3) To the extent a shareholder of the parent corporation	1668
immediately prior to the time at which the merger became effective	1669
had standing to institute or maintain litigation by or in the	1670
right of the parent corporation, nothing in this section shall be	1671
deemed to limit or extinguish such standing.	1672

(D) If the agreement of merger is adopted pursuant to	1673
division (C) of this section, the secretary or assistant secretary	1674
of the parent corporation shall certify on the agreement that the	1675
agreement has been adopted pursuant to this section and that the	1676
conditions specified in division (B) of this section have been	1677
satisfied.	1678

(E) The agreement of merger shall set forth the designation	1679
and the number of the outstanding shares of each class of the	1680
subsidiary constituent corporation and the number of shares of	1681
each such class owned by the surviving corporation. It also shall	1682
set forth any statements and matters that are required, and may	1683
set forth any provision that is permitted, in a merger under	1684
section 1701.78 of the Revised Code.	1685

(F)(1) Except as otherwise provided in division (F)(2) of	1686
this section, within twenty days after the approval of the	1687
agreement of merger by the directors of each domestic constituent	1688
corporation, the surviving corporation shall deliver or send	1689
notice of such approval and a copy or summary of the agreement to	1690
each shareholder of each domestic constituent corporation, other	1691
than the surviving corporation, of record as of the date on which	1692
the directors of the surviving corporation approved the agreement.	1693
The notice and copy or summary shall be delivered or sent by mail,	1694
overnight delivery service, or any other means of communication	1695
authorized by the shareholder to whom the notice and copy or	1696
summary are sent.	1697

(2) Any corporation that files periodic reports with the	1698
United States securities and exchange commission pursuant to	1699
section 13 of the "Securities Exchange Act of 1934," 116 Stat.	1700
787, 15 U.S.C. 78m, as amended, or section 15(d) of the	1701
"Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d),	1702
as amended, may satisfy the notice requirement of division (F)(1)	1703
of this section by including a copy of the agreement of merger in	1704
a report filed in accordance with those provisions within twenty	1705
days after the approval of the agreement of merger by the	1706
directors of the corporation.	1707

(G) The approval of the agreement of merger by the directors	1708
of a domestic constituent corporation under this section	1709
constitutes adoption by that corporation.	1710

Sec. 1701.81.  (A) Upon adoption by each constituent entity	1711
of an agreement of merger or consolidation pursuant to section	1712
1701.78, 1701.781, 1701.79, 1701.791, 1701.80, or 1701.801, or	1713
1701.802 of the Revised Code, a certificate of merger or	1714
consolidation shall be filed with the secretary of state that is	1715
signed by any authorized representative of each constituent	1716
corporation, partnership, or other entity. The certificate shall	1717
be on a form prescribed by the secretary of state and shall set	1718
forth only the information required by this section.	1719

(B)(1) The certificate of merger or consolidation shall set	1720
forth all of the following:	1721

(a) The name and the form of entity of each constituent	1722
entity and the state under the laws of which each constituent	1723
entity exists;	1724

(b) A statement that each constituent entity has complied	1725
with all of the laws under which it exists and that the laws	1726
permit the merger or consolidation;	1727

(c) The name and mailing address of the person or entity that	1728
is to provide, in response to any written request made by a	1729
shareholder, partner, or other equity holder of a constituent	1730
entity, a copy of the agreement of merger or consolidation;	1731

(d) The effective date of the merger or consolidation, which	1732
date may be on or after the date of the filing of the certificate;	1733

(e) The signature of each representative authorized to sign	1734
the certificate on behalf of each constituent entity and the	1735
office held or the capacity in which the representative is acting;	1736

(f) A statement that the agreement of merger or consolidation	1737
is authorized on behalf of each constituent entity and that each	1738
person who signed the certificate on behalf of each entity is	1739
authorized to do so;	1740

(g) In the case of a merger, a statement that one or more	1741
specified constituent entities will be merged into a specified	1742
surviving entity or, in the case of a consolidation, a statement	1743
that the constituent entities will be consolidated into a new	1744
entity;	1745

(h) In the case of a merger, if the surviving entity is a	1746
foreign entity not licensed to transact business in this state,	1747
the name and address of the statutory agent upon whom any process,	1748
notice, or demand against any constituent entity may be served;	1749

(i) In the case of a consolidation, the name and address of	1750
the statutory agent upon whom any process, notice, or demand	1751
against any constituent entity or the new entity may be served.	1752

(2) In the case of a consolidation into a new domestic	1753
corporation, limited liability company, or limited partnership,	1754
the articles of incorporation, the articles of organization, or	1755
the certificate of limited partnership of the new domestic entity	1756
shall be filed with the certificate of merger or consolidation.	1757

(3) In the case of a merger into a domestic corporation,	1758
limited liability company, or limited partnership, any amendments	1759
to the articles of incorporation, articles of organization, or	1760
certificate of limited partnership of the surviving domestic	1761
entity shall be filed with the certificate of merger or	1762
consolidation.	1763

(4) If the surviving or new entity is a foreign entity that	1764
desires to transact business in this state as a foreign	1765
corporation, limited liability company, or limited partnership,	1766
the certificate of merger or consolidation shall be accompanied by	1767
the information required by division (B)(8), (9), or (10) of	1768
section 1701.791 of the Revised Code.	1769

(5) If a foreign or domestic corporation licensed to transact	1770
business in this state is a constituent entity and the surviving	1771
or new entity resulting from the merger or consolidation is not a	1772
foreign or domestic corporation that is to be licensed to transact	1773
business in this state, the certificate of merger or consolidation	1774
shall be accompanied by the affidavits, receipts, certificates, or	1775
other evidence required by division (H) of section 1701.86 of the	1776
Revised Code, with respect to each domestic constituent	1777
corporation, and by the affidavits, receipts, certificates, or	1778
other evidence required by division (C) or (D) of section 1703.17	1779
of the Revised Code, with respect to each foreign constituent	1780
corporation licensed to transact business in this state.	1781

(C) If any constituent entity in a merger or consolidation is	1782
organized or formed under the laws of a state other than this	1783
state or under any chapter of the Revised Code other than this	1784
chapter, there also shall be filed in the proper office all	1785
documents that are required to be filed in connection with the	1786
merger or consolidation by the laws of that state or by that	1787
chapter.	1788

(D) Upon the filing of a certificate of merger or	1789
consolidation and other filings as described in division (C) of	1790
this section or at such later date as the certificate of merger or	1791
consolidation specifies, the merger or consolidation is effective.	1792

(E) The secretary of state shall furnish, upon request and	1793
payment of the fee specified in division (D) of section 111.16 of	1794
the Revised Code, the secretary of state's certificate setting	1795
forth the name and the form of entity of each constituent entity	1796
and the states under the laws of which each constituent entity	1797
existed prior to the merger or consolidation, the name and the	1798
form of entity of the surviving or new entity and the state under	1799
the laws of which the surviving entity exists or the new entity is	1800
to exist, the date of filing of the certificate of merger or	1801
consolidation with the secretary of state, and the effective date	1802
of the merger or consolidation. The certificate of the secretary	1803
of state, or a copy of the certificate of merger or consolidation	1804
certified by the secretary of state, may be filed for record in	1805
the office of the recorder of any county in this state and, if	1806
filed, shall be recorded in the records of deeds for that county.	1807
For that recording, the county recorder shall charge and collect	1808
the same fee as in the case of deeds.	1809

Sec. 1701.811. (A) Upon the adoption of a declaration of	1810
conversion pursuant to section 1701.782 or 1701.792 of the Revised	1811
Code, or at a later time as authorized by the declaration of	1812
conversion, a certificate of conversion that is signed by an	1813
authorized representative of the converting entity shall be filed	1814
with the secretary of state. The certificate shall be on a form	1815
prescribed by the secretary of state and shall set forth only the	1816
information required by this section.	1817

(B)(1) The certificate of conversion shall set forth all of	1818
the following:	1819

(a) The name and the form of entity of the converting entity	1820
and the state under the laws of which the converting entity	1821
exists;	1822

(b) A statement that the converting entity has complied with	1823
all of the laws under which it exists and that the laws permit the	1824
conversion;	1825

(c) The name and mailing address of the person or entity that	1826
is to provide a copy of the declaration of conversion in response	1827
to any written request made by a shareholder, partner, or member	1828
of the converting entity;	1829

(d) The effective date of the conversion, which date may be	1830
on or after the date of the filing of the certificate pursuant to	1831
this section;	1832

(e) The signature of the representative or representatives	1833
authorized to sign the certificate on behalf of the converting	1834
entity and the office held or the capacity in which the	1835
representative is acting;	1836

(f) A statement that the declaration of conversion is	1837
authorized on behalf of the converting entity and that each person	1838
signing the certificate on behalf of the converting entity is	1839
authorized to do so;	1840

(g) The name and the form of the converted entity and the	1841
state under the laws of which the converted entity will exist;	1842

(h) If the converted entity is a foreign entity that will not	1843
be licensed in this state, the name and address of the statutory	1844
agent upon whom any process, notice, or demand may be served.	1845

(2) In the case of a conversion into a new domestic	1846
corporation, limited liability company, limited partnership, or	1847
other partnership, any organizational document, including a	1848
designation of agent, that would be filed upon the creation of the	1849
new entity shall be filed with the certificate of conversion.	1850

(3) If the converted entity is a foreign entity that desires	1851
to transact business in this state, the certificate of conversion	1852
shall be accompanied by the information required by division	1853
(B)(8), (9), or (10) of section 1701.791 of the Revised Code.	1854

(4) If a foreign or domestic corporation licensed to transact	1855
business in this state is the converting entity, the certificate	1856
of conversion shall be accompanied by the affidavits, receipts,	1857
certificates, or other evidence required by division (H) of	1858
section 1701.86 of the Revised Code with respect to a converting	1859
domestic corporation, or by the affidavits, receipts,	1860
certificates, or other evidence required by division (C) or (D) of	1861
section 1703.17 of the Revised Code with respect to a foreign	1862
corporation.	1863

(C) If the converting entity or the converted entity is	1864
organized or formed under the laws of a state other than this	1865
state or under any chapter of the Revised Code other than this	1866
chapter, all documents required to be filed in connection with the	1867
conversion by the laws of that state or that chapter shall be	1868
filed in the proper office.	1869

(D) Upon the filing of a certificate of conversion and other	1870
filings required by division (C) of this section or at any later	1871
date that the certificate of conversion specifies, the conversion	1872
is effective, subject to the limitation that no conversion will be	1873
effective if there are reasonable grounds to believe that the	1874
conversion would render the converted entity unable to pay its	1875
obligations as they become due in the usual course of its affairs.	1876

(E) The secretary of state shall furnish, upon request and	1877
payment of the fee specified in division (K)(2) of section 111.16	1878
of the Revised Code, the secretary of state's certificate setting	1879
forth all of the following:	1880

(1) The name and form of entity of the converting entity and	1881
the state under the laws of which it existed prior to the	1882
conversion;	1883

(2) The name and the form of entity of the converted entity	1884
and the state under the laws of which it will exist;	1885

(3) The date of filing of the certificate of conversion with	1886
the secretary of state and the effective date of the conversion.	1887

(F) The certificate of the secretary of state, or a copy of	1888
the certificate of conversion certified by the secretary of state,	1889
may be filed for record in the office of the recorder of any	1890
county in this state and, if filed, shall be recorded in the	1891
records of deeds for that county. For the recording, the county	1892
recorder shall charge and collect the same fee as in the case of	1893
deeds.	1894

Sec. 1701.821. (A) Upon a conversion becoming effective, all	1895
of the following apply:	1896

(1) The converting entity is continued in the converted	1897
entity.	1898

(2) The converted entity exists, and the converting entity	1899
ceases to exist.	1900

(3) The converted entity possesses both of the following, and	1901
both of the following continue in the converted entity without any	1902
further act or deed:	1903

(a) Except to the extent limited by the requirements of	1904
applicable law, both of the following:	1905

(i) All assets and property of every description of the	1906
converting entity and every interest in the assets and property of	1907
the converted entity, wherever the assets, property, and interests	1908
are located. Title to any real estate or any interest in real	1909
estate that was vested in the converting entity does not revert or	1910
in any way is impaired by reason of the conversion.	1911

(ii) The rights, privileges, immunities, powers, franchises,	1912
and authority, whether of a public or a private nature, of the	1913
converting entity.	1914

(b) All obligations belonging or due to the converting	1915
entity.	1916

(4) All the rights of creditors of the converting entity are	1917
preserved unimpaired, and all liens upon the property of the	1918
converting entity are preserved unimpaired. If a general partner	1919
of a converting partnership is not a general partner of the entity	1920
resulting from the conversion, then the former general partner has	1921
no liability for any obligation incurred after the conversion	1922
except to the extent that a former creditor of the converting	1923
partnership in which the former general partner was a general	1924
partner extends credit to the converted entity reasonably	1925
believing that the former general partner continues as a general	1926
partner of the converted entity.	1927

(B) In the case of a conversion into a foreign corporation,	1928
limited liability company, or partnership that is not licensed or	1929
registered to transact business in this state, if the converted	1930
entity intends to transact business in this state, and the	1931
certificate of conversion is accompanied by the information	1932
described in division (B)(4) of section 1701.81 of the Revised	1933
Code, then on the effective date of the conversion, the converted	1934
entity is considered to have complied with the requirements for	1935
procuring a license or for registration to transact business in	1936
this state as a foreign corporation, limited liability company,	1937
limited partnership, or limited liability partnership as the case	1938
may be. In such a case, a copy of the certificate of conversion	1939
certified by the secretary of state constitutes the license	1940
certificate prescribed for a foreign corporation or the	1941
application for registration prescribed for a foreign limited	1942
liability company, foreign limited partnership, or foreign limited	1943
liability partnership.	1944

(C) Any action to set aside a conversion on the ground that	1945
any section of the Revised Code applicable to the conversion has	1946
not been complied with shall be brought within ninety days after	1947
the effective date of the conversion or is forever barred.	1948

(D) In the case of a converting or converted entity organized	1949
or existing under the laws of any state other than this state,	1950
this section is subject to the laws of the state under which that	1951
entity exists or in which it has property.	1952

Sec. 1701.831.  (A) Unless the articles or, the regulations	1953
adopted by the shareholders, or the regulations adopted by the	1954
directors pursuant to division (A)(1) of section 1701.10 of the	1955
Revised Code of the issuing public corporation provide that this	1956
section does not apply to control share acquisitions of shares of	1957
such corporation, any control share acquisition of an issuing	1958
public corporation shall be made only with the prior authorization	1959
of the shareholders of such corporation in accordance with this	1960
section.	1961

(B) Any person who proposes to make a control share	1962
acquisition shall deliver an acquiring person statement to the	1963
issuing public corporation at the issuing public corporation's	1964
principal executive offices. Such acquiring person statement shall	1965
set forth all of the following:	1966

(1) The identity of the acquiring person;

1967

(2) A statement that the acquiring person statement is given	1968
pursuant to this section;	1969

(3) The number of shares of the issuing public corporation	1970
owned, directly or indirectly, by the acquiring person;	1971

(4) The range of voting power, described in division	1972
(Z)(1)(a), (b), or (c) of section 1701.01 of the Revised Code,	1973
under which the proposed control share acquisition would, if	1974
consummated, fall;	1975

(5) A description in reasonable detail of the terms of the	1976
proposed control share acquisition;	1977

(6) Representations of the acquiring person, together with a	1978
statement in reasonable detail of the facts upon which they are	1979
based, that the proposed control share acquisition, if	1980
consummated, will not be contrary to law, and that the acquiring	1981
person has the financial capacity to make the proposed control	1982
share acquisition.	1983

(C)(1) Within ten days after receipt of an acquiring person	1984
statement that complies with division (B) of this section, the	1985
directors of the issuing public corporation shall call a special	1986
meeting of shareholders of the issuing public corporation for the	1987
purpose of voting on the proposed control share acquisition.	1988
Subject to division (C)(2) of this section, unless the acquiring	1989
person and the issuing public corporation agree in writing to	1990
another date, such special meeting of shareholders shall be held	1991
within fifty days after receipt by the issuing public corporation	1992
of the acquiring person statement. If the acquiring person so	1993
requests in writing at the time of delivery of the acquiring	1994
person statement, such special meetings shall be held no sooner	1995
than thirty days after receipt by the issuing public corporation	1996
of the acquiring person statement. Subject to division (C)(2) of	1997
this section, such special meeting of shareholders shall be held	1998
no later than any other special meeting of shareholders that is	1999
called, after receipt by the issuing public corporation of the	2000
acquiring person statement, in compliance with this section or	2001
section 1701.76, 1701.78, 1701.781, 1701.79, 1701.791, 1701.801,	2002
or 1701.83 of the Revised Code.	2003

(2) If, in connection with a proposed control share	2004
acquisition, the acquiring person changes the percentage of the	2005
class of shares being sought, the consideration offered, or the	2006
security dealer's soliciting fee; extends the expiration date of a	2007
tender offer for the shares being sought; or otherwise changes the	2008
terms of the proposed control share acquisition, then the	2009
directors of the issuing public corporation may reschedule the	2010
special meeting of shareholders required by division (C)(1) of	2011
this section. If the proposed control share acquisition is to be	2012
made pursuant to a tender offer, then the meeting may be	2013
rescheduled to a date that is not later than the expiration date	2014
of the offer. If the proposed control share acquisition is to be	2015
made other than pursuant to a tender offer, the meeting may be	2016
rescheduled to a date that is not later than ten business days	2017
after notice of the change is first given to the shareholders.	2018

(D) Notice of the special meeting of shareholders shall be	2019
given as promptly as reasonably practicable by the issuing public	2020
corporation to all shareholders of record as of the record date	2021
set for such meeting, whether or not entitled to vote at the	2022
meeting. The notice shall include or be accompanied by both of the	2023
following:	2024

(1) A copy of the acquiring person statement delivered to the	2025
issuing public corporation pursuant to this section;	2026

(2) A statement by the issuing public corporation, authorized	2027
by its directors, of its position or recommendation, or that it is	2028
taking no position or making no recommendation, with respect to	2029
the proposed control share acquisition.	2030

(E) The acquiring person may make the proposed control share	2031
acquisition if both of the following occur:	2032

(1) The shareholders of the issuing public corporation who	2033
hold shares as of the record date of such corporation entitling	2034
them to vote in the election of directors authorize the	2035
acquisition at the special meeting held for that purpose at which	2036
a quorum is present by an affirmative vote of a majority of the	2037
voting power of such corporation in the election of directors	2038
represented at the meeting in person or by proxy, and a majority	2039
of the portion of the voting power excluding the voting power of	2040
interested shares represented at the meeting in person or by	2041
proxy. A quorum shall be deemed to be present at the special	2042
meeting if at least a majority of the voting power of the issuing	2043
public corporation in the election of directors is represented at	2044
the meeting in person or by proxy.	2045

(2) The acquisition is consummated, in accordance with the	2046
terms so authorized, no later than three hundred sixty days	2047
following shareholder authorization of the control share	2048
acquisition.	2049

(F) Except as expressly provided in this section, nothing in	2050
this section shall be construed to affect or impair any right,	2051
remedy, obligation, duty, power, or authority of any acquiring	2052
person, any issuing public corporation, the directors of any	2053
acquiring person or issuing public corporation, or any other	2054
person under the laws of this or any other state or of the United	2055
States.	2056

(G) If any application of any provision of this section is	2057
for any reason held to be illegal or invalid, the illegality or	2058
invalidity shall not affect any legal and valid provision or	2059
application of this section, and the parts and applications of	2060
this section are severable.	2061

Sec. 1701.84.  The following are entitled to relief as	2062
dissenting shareholders under section 1701.85 of the Revised Code:	2063

(A) Shareholders of a domestic corporation that is being	2064
merged or consolidated into a surviving or new entity, domestic or	2065
foreign, pursuant to section 1701.78, 1701.781, 1701.79, 1701.791,	2066
or 1701.801 of the Revised Code;	2067

(B) In the case of a merger into a domestic corporation,	2068
shareholders of the surviving corporation who under section	2069
1701.78 or 1701.781 of the Revised Code are entitled to vote on	2070
the adoption of an agreement of merger, but only as to the shares	2071
so entitling them to vote;	2072

(C) Shareholders, other than the parent corporation, of a	2073
domestic subsidiary corporation that is being merged into the	2074
domestic or foreign parent corporation pursuant to section 1701.80	2075
of the Revised Code;	2076

(D) In the case of a combination or a majority share	2077
acquisition, shareholders of the acquiring corporation who under	2078
section 1701.83 of the Revised Code are entitled to vote on such	2079
transaction, but only as to the shares so entitling them to vote;	2080

(E) Shareholders of a domestic subsidiary corporation into	2081
which one or more domestic or foreign corporations are being	2082
merged pursuant to section 1701.801 of the Revised Code;	2083

(F) Shareholders of a domestic corporation that is being	2084
converted pursuant to section 1701.792 of the Revised Code.	2085

Sec. 1701.85.  (A)(1) A shareholder of a domestic corporation	2086
is entitled to relief as a dissenting shareholder in respect of	2087
the proposals described in sections 1701.74, 1701.76, and 1701.84	2088
of the Revised Code, only in compliance with this section.	2089

(2) If the proposal must be submitted to the shareholders of	2090
the corporation involved, the dissenting shareholder shall be a	2091
record holder of the shares of the corporation as to which hethe	2092
dissenting shareholder seeks relief as of the date fixed for the	2093
determination of shareholders entitled to notice of a meeting of	2094
the shareholders at which the proposal is to be submitted, and	2095
such shares shall not have been voted in favor of the proposal.	2096
Not later than ten days after the date on which the vote on the	2097
proposal was taken at the meeting of the shareholders, the	2098
dissenting shareholder shall deliver to the corporation a written	2099
demand for payment to himthe dissenting shareholder of the fair	2100
cash value of the shares as to which hethe dissenting shareholder	2101
seeks relief, which demand shall state histhe dissenting	2102
shareholder's address, the number and class of such shares, and	2103
the amount claimed by himthe dissenting shareholder as the fair	2104
cash value of the shares.	2105

(3) The dissenting shareholder entitled to relief under	2106
division (C) of section 1701.84 of the Revised Code in the case of	2107
a merger pursuant to section 1701.80 of the Revised Code and a	2108
dissenting shareholder entitled to relief under division (E) of	2109
section 1701.84 of the Revised Code in the case of a merger	2110
pursuant to section 1701.801 of the Revised Code shall be a record	2111
holder of the shares of the corporation as to which hethe	2112
dissenting shareholder seeks relief as of the date on which the	2113
agreement of merger was adopted by the directors of that	2114
corporation. Within twenty days after hethe dissenting	2115
shareholder has been sent the notice provided in section 1701.80	2116
or 1701.801 of the Revised Code, the dissenting shareholder shall	2117
deliver to the corporation a written demand for payment with the	2118
same information as that provided for in division (A)(2) of this	2119
section.	2120

(4) In the case of a merger or consolidation, a demand served	2121
on the constituent corporation involved constitutes service on the	2122
surviving or the new entity, whether the demand is served before,	2123
on, or after the effective date of the merger or consolidation. In	2124
the case of a conversion, a demand served on the converting	2125
corporation constitutes service on the converted entity, whether	2126
the demand is served before, on, or after the effective date of	2127
the conversion.	2128

(5) If the corporation sends to the dissenting shareholder,	2129
at the address specified in histhe dissenting shareholder's	2130
demand, a request for the certificates representing the shares as	2131
to which hethe dissenting shareholder seeks relief, the	2132
dissenting shareholder, within fifteen days from the date of the	2133
sending of such request, shall deliver to the corporation the	2134
certificates requested so that the corporation may forthwith	2135
endorse on them a legend to the effect that demand for the fair	2136
cash value of such shares has been made. The corporation promptly	2137
shall return suchthe endorsed certificates to the dissenting	2138
shareholder. A dissenting shareholder's failure to deliver such	2139
the certificates terminates histhe dissenting shareholder's	2140
rights as a dissenting shareholder, at the option of the	2141
corporation, exercised by written notice sent to the dissenting	2142
shareholder within twenty days after the lapse of the fifteen-day	2143
period, unless a court for good cause shown otherwise directs. If	2144
shares represented by a certificate on which such a legend has	2145
been endorsed are transferred, each new certificate issued for	2146
them shall bear a similar legend, together with the name of the	2147
original dissenting holder of suchthe shares. Upon receiving a	2148
demand for payment from a dissenting shareholder who is the record	2149
holder of uncertificated securities, the corporation shall make an	2150
appropriate notation of the demand for payment in its shareholder	2151
records. If uncertificated shares for which payment has been	2152
demanded are to be transferred, any new certificate issued for the	2153
shares shall bear the legend required for certificated securities	2154
as provided in this paragraph. A transferee of the shares so	2155
endorsed, or of uncertificated securities where such notation has	2156
been made, acquires only suchthe rights in the corporation as the	2157
original dissenting holder of such shares had immediately after	2158
the service of a demand for payment of the fair cash value of the	2159
shares. A request under this paragraph by the corporation is not	2160
an admission by the corporation that the shareholder is entitled	2161
to relief under this section.	2162

(B) Unless the corporation and the dissenting shareholder	2163
have come to an agreement on the fair cash value per share of the	2164
shares as to which the dissenting shareholder seeks relief, the	2165
dissenting shareholder or the corporation, which in case of a	2166
merger or consolidation may be the surviving or new entity, or in	2167
the case of a conversion may be the converted entity, within three	2168
months after the service of the demand by the dissenting	2169
shareholder, may file a complaint in the court of common pleas of	2170
the county in which the principal office of the corporation that	2171
issued the shares is located or was located when the proposal was	2172
adopted by the shareholders of the corporation, or, if the	2173
proposal was not required to be submitted to the shareholders, was	2174
approved by the directors. Other dissenting shareholders, within	2175
that three-month period, may join as plaintiffs or may be joined	2176
as defendants in any such proceeding, and any two or more such	2177
proceedings may be consolidated. The complaint shall contain a	2178
brief statement of the facts, including the vote and the facts	2179
entitling the dissenting shareholder to the relief demanded. No	2180
answer to such a complaint is required. Upon the filing of such a	2181
complaint, the court, on motion of the petitioner, shall enter an	2182
order fixing a date for a hearing on the complaint and requiring	2183
that a copy of the complaint and a notice of the filing and of the	2184
date for hearing be given to the respondent or defendant in the	2185
manner in which summons is required to be served or substituted	2186
service is required to be made in other cases. On the day fixed	2187
for the hearing on the complaint or any adjournment of it, the	2188
court shall determine from the complaint and from such evidence as	2189
is submitted by either party whether the dissenting shareholder is	2190
entitled to be paid the fair cash value of any shares and, if so,	2191
the number and class of such shares. If the court finds that the	2192
dissenting shareholder is so entitled, the court may appoint one	2193
or more persons as appraisers to receive evidence and to recommend	2194
a decision on the amount of the fair cash value. The appraisers	2195
have such power and authority as is specified in the order of	2196
their appointment. The court thereupon shall make a finding as to	2197
the fair cash value of a share and shall render judgment against	2198
the corporation for the payment of it, with interest at sucha	2199
rate and from sucha date as the court considers equitable. The	2200
costs of the proceeding, including reasonable compensation to the	2201
appraisers to be fixed by the court, shall be assessed or	2202
apportioned as the court considers equitable. The proceeding is a	2203
special proceeding and final orders in it may be vacated,	2204
modified, or reversed on appeal pursuant to the Rules of Appellate	2205
Procedure and, to the extent not in conflict with those rules,	2206
Chapter 2505. of the Revised Code. If, during the pendency of any	2207
proceeding instituted under this section, a suit or proceeding is	2208
or has been instituted to enjoin or otherwise to prevent the	2209
carrying out of the action as to which the shareholder has	2210
dissented, the proceeding instituted under this section shall be	2211
stayed until the final determination of the other suit or	2212
proceeding. Unless any provision in division (D) of this section	2213
is applicable, the fair cash value of the shares that is agreed	2214
upon by the parties or fixed under this section shall be paid	2215
within thirty days after the date of final determination of such	2216
value under this division, the effective date of the amendment to	2217
the articles, or the consummation of the other action involved,	2218
whichever occurs last. Upon the occurrence of the last such event,	2219
payment shall be made immediately to a holder of uncertificated	2220
securities entitled to such payment. In the case of holders of	2221
shares represented by certificates, payment shall be made only	2222
upon and simultaneously with the surrender to the corporation of	2223
the certificates representing the shares for which the payment is	2224
made.	2225

(C) If the proposal was required to be submitted to the	2226
shareholders of the corporation, fair cash value as to those	2227
shareholders shall be determined as of the day prior to the day on	2228
which the vote by the shareholders was taken and, in the case of a	2229
merger pursuant to section 1701.80 or 1701.801 of the Revised	2230
Code, fair cash value as to shareholders of a constituent	2231
subsidiary corporation shall be determined as of the day before	2232
the adoption of the agreement of merger by the directors of the	2233
particular subsidiary corporation. The fair cash value of a share	2234
for the purposes of this section is the amount that a willing	2235
seller who is under no compulsion to sell would be willing to	2236
accept and that a willing buyer who is under no compulsion to	2237
purchase would be willing to pay, but in no event shall the fair	2238
cash value of a share exceed the amount specified in the demand of	2239
the particular shareholder. In computing such fair cash value, any	2240
appreciation or depreciation in market value resulting from the	2241
proposal submitted to the directors or to the shareholders shall	2242
be excluded.	2243

(D)(1) The right and obligation of a dissenting shareholder	2244
to receive such fair cash value and to sell such shares as to	2245
which hethe dissenting shareholder seeks relief, and the right	2246
and obligation of the corporation to purchase such shares and to	2247
pay the fair cash value of them terminates if any of the following	2248
applies:	2249

(a) The dissenting shareholder has not complied with this	2250
section, unless the corporation by its directors waives such	2251
failure;	2252

(b) The corporation abandons the action involved or is	2253
finally enjoined or prevented from carrying it out, or the	2254
shareholders rescind their adoption of the action involved;	2255

(c) The dissenting shareholder withdraws histhe dissenting	2256
shareholder's demand, with the consent of the corporation by its	2257
directors;	2258

(d) The corporation and the dissenting shareholder have not	2259
come to an agreement as to the fair cash value per share, and	2260
neither the shareholder nor the corporation has filed or joined in	2261
a complaint under division (B) of this section within the period	2262
provided in that division.	2263

(2) For purposes of division (D)(1) of this section, if the	2264
merger or, consolidation, or conversion has become effective and	2265
the surviving or, new, or converted entity is not a corporation,	2266
action required to be taken by the directors of the corporation	2267
shall be taken by the general partners of a surviving or, new, or	2268
converted partnership or the comparable representatives of any	2269
other surviving or, new, or converted entity.	2270

(E) From the time of the dissenting shareholder's giving of	2271
the demand until either the termination of the rights and	2272
obligations arising from it or the purchase of the shares by the	2273
corporation, all other rights accruing from such shares, including	2274
voting and dividend or distribution rights, are suspended. If	2275
during the suspension, any dividend or distribution is paid in	2276
money upon shares of such class or any dividend, distribution, or	2277
interest is paid in money upon any securities issued in	2278
extinguishment of or in substitution for such shares, an amount	2279
equal to the dividend, distribution, or interest which, except for	2280
the suspension, would have been payable upon such shares or	2281
securities, shall be paid to the holder of record as a credit upon	2282
the fair cash value of the shares. If the right to receive fair	2283
cash value is terminated other than by the purchase of the shares	2284
by the corporation, all rights of the holder shall be restored and	2285
all distributions which, except for the suspension, would have	2286
been made shall be made to the holder of record of the shares at	2287
the time of termination.	2288

Sec. 1701.92.  (A) A copy of the articles or amended articles	2289
filed in the office of the secretary of state, certified by the	2290
secretary of state, shall be conclusive evidence, except as	2291
against the state, that the corporation has been incorporated	2292
under the laws of this state; and a. A copy duly certified by the	2293
secretary of state of any certificate of amendment or other	2294
certificate filed in histhe secretary of state's office shall be	2295
prima-facie evidence of suchthe amendment or of the facts stated	2296
in any such certificate, and of the observance and performance of	2297
all antecedent conditions necessary to the action which such	2298
certificate purports to evidence.	2299

(B) A copy of amended articles filed in the office of the	2300
secretary of state, certified by the secretary of state, shall be	2301
accepted in this state and other jurisdictions in lieu of the	2302
original articles, amendments thereto, and prior amended articles.	2303

(C) The original or a copy of the record of minutes of the	2304
proceedings of the incorporators of a corporation, or of the	2305
proceedings or meetings of the shareholders or any class of	2306
shareholders, or of the directors, or of any committee thereof,	2307
including any written consent, waiver, release, or agreement	2308
entered in suchthe record orof minutes, or the original or a	2309
copy of a statement that no specified proceeding was had or that	2310
no specified consent, waiver, release, or agreement exists, shall,	2311
when certified to be true by the secretary or an assistant	2312
secretary of a corporation, be received in the courts as	2313
prima-facie evidence of the facts stated therein. Every meeting	2314
referred to in suchthe certified original or copy shall be deemed	2315
duly called and held, and all motions and resolutions adopted and	2316
proceedings had at such meeting shall be deemed duly adopted and	2317
had, and all elections of directors and all elections or	2318
appointments of officers chosen at such meeting shall be deemed	2319
valid, until the contrary is proved; and whenever. Whenever a	2320
person who is not a shareholder of a corporation has acted in good	2321
faith in reliance upon any such certified original or copy, it is	2322
conclusive in histhe person's favor.	2323

(D) A certificate issued by the secretary of state confirming	2324
that a corporation is in good standing, as defined in division (E)	2325
of this section, is, for seven days after the date on the	2326
certificate, conclusive evidence of both of the following:	2327

(1) The domestic corporation is in good standing as defined	2328
in division (E) of this section, provided that both of the	2329
following apply:	2330

(a) The person relying on the certificate had no knowledge	2331
that the corporation's articles had been canceled.	2332

(b) The certificate is not presented as evidence against the	2333
state.	2334

(2) A foreign corporation is qualified to do business in this	2335
state.	2336

(E) For purposes of division (D) of this section, "good	2337
standing" means that the authority of the corporation to carry on	2338
business is not limited by section 1701.88 of the Revised Code.	2339

Sec. 1701.921. (A) Absent an express agreement to the	2340
contrary, a person providing goods to or performing services for a	2341
domestic or foreign corporation owes no duty to, incurs no	2342
liability or obligation to, and is not in privity with the	2343
shareholders or creditors of the corporation by reason of	2344
providing goods to or performing services for the corporation.	2345

(B) Absent an express agreement to the contrary, a person	2346
providing goods to or performing services for a shareholder or	2347
group of shareholders of a domestic or foreign corporation owes no	2348
duty to, incurs no liability or obligation to, and is not in	2349
privity with the corporation, any other shareholders of the	2350
corporation, or the creditors of the corporation by reason of	2351
providing goods to or performing services for the shareholder or	2352
group of shareholders.	2353

Sec. 1704.02.  An issuing public corporation shall not engage	2354
in a Chapter 1704. transaction for three years after an interested	2355
shareholder's share acquisition date unless either of the	2356
following applies:	2357

(A) Prior to the interested shareholder's share acquisition	2358
date, the directors of the issuing public corporation have	2359
approved, for the purposes of this chapter, the Chapter 1704.	2360
transaction or the purchase of shares by the interested	2361
shareholder on the interested shareholder's share acquisition	2362
date;	2363

(B) Any of the provisions of section 1704.05 of the Revised	2364
Code makes this chapter inapplicable, except that if the Chapter	2365
1704. transaction is of a type described in section 1701.76,	2366
1701.78, 1701.79, 1701.80, 1701.801, 1701.802, or 1701.86 of the	2367
Revised Code, there also must be compliance with the provisions of	2368
that section.	2369

Sec. 1704.03.  (A) At any time after the three-year period	2370
described in section 1704.02 of the Revised Code, the issuing	2371
public corporation may engage in a Chapter 1704. transaction,	2372
provided that if the Chapter 1704. transaction is of a type	2373
described in section 1701.76, 1701.78, 1701.79, 1701.80, 1701.801,	2374
1701.802, or 1701.86 of the Revised Code, there is compliance with	2375
the provisions of that section, and provided that at least one of	2376
the following is satisfied:	2377

(1) Any of the provisions of section 1704.05 of the Revised	2378
Code makes this chapter inapplicable;	2379

(2) Prior to the interested shareholder's share acquisition	2380
date, the directors of the issuing public corporation had approved	2381
the purchase of shares by the interested shareholder on the	2382
interested shareholder's share acquisition date;	2383

(3) The Chapter 1704. transaction is approved, at a meeting	2384
held for that purpose, by the affirmative vote of the holders of	2385
shares of the issuing public corporation entitling them to	2386
exercise at least two-thirds of the voting power of the issuing	2387
public corporation in the election of directors, or of such	2388
different proportion as the articles may provide, provided the	2389
Chapter 1704. transaction also is also approved by the affirmative	2390
vote of the holders of at least a majority of the disinterested	2391
shares;	2392

(4) The Chapter 1704. transaction meets both of the following	2393
conditions:	2394

(a) It results in the receipt per share by the holders of all	2395
outstanding shares of the issuing public corporation not	2396
beneficially owned by the interested shareholder of an amount of	2397
cash that, when added to the fair market value, as of the	2398
consummation date of the Chapter 1704. transaction, of noncash	2399
consideration, aggregates at least the higher of the following:	2400

(i) The figure determined under division (B)(1) of this	2401
section;	2402

(ii) The preferential amount per share, if any, to which	2403
holders of shares of that class or series of shares are entitled	2404
upon voluntary or involuntary dissolution of the issuing public	2405
corporation, plus the aggregate amount per share of dividends	2406
declared or due that those holders are entitled to receive before	2407
payment of dividends on another class or series of shares, unless	2408
the aggregate amount per share of those dividends is included in	2409
the preferential amount.	2410

(b) The form of consideration to be received by holders of	2411
each particular class or series of outstanding shares of the	2412
issuing public corporation in the Chapter 1704. transaction, apart	2413
from any portion that is interest, is in cash or, if the	2414
interested shareholder previously purchased shares of that class	2415
or series, is in the same form the interested shareholder	2416
previously paid to acquire the largest number of shares of that	2417
class or series, but in no event shall the fair market value of	2418
the consideration received by a holder of a share of a particular	2419
class or series of outstanding shares in the Chapter 1704.	2420
transaction be less than the current fair market value of a share	2421
of the issuing public corporation of the same class or series.	2422

(B)(1) For purposes of making a determination under division	2423
(A)(4)(a) of this section, the figure to be used in division	2424
(A)(4)(a)(i) of this section shall be the highest, after taking	2425
into account interest to the extent provided in division (B)(2) of	2426
this section, of the following:	2427

(a) The fair market value per share on the announcement date	2428
of the Chapter 1704. transaction;	2429

(b) The fair market value per share on the interested	2430
shareholder's share acquisition date;	2431

(c) The highest price per share paid, including brokerage	2432
commissions, transfer taxes, and soliciting dealers' fees, by the	2433
interested shareholder, or by an affiliate or associate of the	2434
interested shareholder, for shares of the same class or series	2435
within the three years immediately before and including the	2436
announcement date of the Chapter 1704. transaction;	2437

(d) The highest price per share paid, including brokerage	2438
commissions, transfer taxes, and soliciting dealers' fees, by the	2439
interested shareholder, or by an affiliate or associate of the	2440
interested shareholder, for shares of the same class or series	2441
within the three years immediately before and including the	2442
interested shareholder's share acquisition date.	2443

(2) Each determination under division (B)(1)(a), (b), (c), or	2444
(d) of this section shall include interest compounded annually	2445
from the earliest date as of which the per share fair market value	2446
was determined or on which that highest per share purchase price	2447
was paid through the consummation date of the Chapter 1704.	2448
transaction, at the rate of interest paid on one-year United	2449
States treasury obligations from time to time in effect, less the	2450
aggregate amount of any cash and the fair market value, as of the	2451
payment date, of any noncash dividends or other distributions paid	2452
per share since that date, up to the amount of the interest.	2453

Sec. 1705.09.  (A) The contributions of a member may be made	2454
in cash, property, services rendered, a promissory note, or any	2455
other binding obligation to contribute cash or property or to	2456
perform services; by providing any other benefit to the limited	2457
liability company; or by any combination of these.	2458

(B) A promise by a member to contribute to the limited	2459
liability company is not enforceable unless it is set forth in a	2460
writing signed by the member.	2461

(C) Except as otherwise provided in the operating agreement,	2462
a member is obligated to the limited liability company to perform	2463
any enforceable promise to contribute cash or other property or to	2464
perform services, even if hethe member is unable to perform the	2465
promise because of death, disability, or another reason. If a	2466
member fails to make a required contribution of property or	2467
services, then, at the option of the limited liability company,	2468
the member is obligated to contribute cash equal to the portion of	2469
the value as stated in the records required to be kept under	2470
section 1705.28 of the Revised Code of the stated contribution	2471
that hethe member has failed to make. This right of the company	2472
is in addition to and not in lieu of any other rights, including,	2473
but not limited to, the right to specific performance, that the	2474
company may have against the member under the operating agreement	2475
or applicable law.	2476

(D) Unless otherwise provided in the operating agreement, the	2477
obligation of a member to make a contribution or to return money	2478
or other property paid or distributed in violation of this chapter	2479
may be compromised only by the consent of all of the members.	2480

Sec. 1705.19.  If any judgment creditor of a member of a	2481
limited liability company applies to a court of common pleas to	2482
charge the membership interest of the member with payment of the	2483
unsatisfied amount of the judgment with interest, the court may so	2484
charge the membership interest. To the extent the membership	2485
interest is so charged, the judgment creditor has only the rights	2486
of an assignee of the membership interest. Nothing in this chapter	2487
deprives a member of histhe member's statutory exemption.	2488

Sec. 1705.361. (A) Subject to division (B)(2) of this	2489
section, pursuant to a written declaration of conversion as	2490
provided in this section, a domestic or foreign entity other than	2491
a domestic limited liability company may be converted into a	2492
domestic limited liability company. The conversion also must be	2493
permitted by the chapter of the Revised Code or by the laws under	2494
which the converting entity exists.	2495

(B)(1) The written declaration of conversion shall set forth	2496
all of the following:	2497

(a) The name and form of entity that is being converted, the	2498
name of the entity into which the entity will be converted, and	2499
the jurisdiction of formation of the converting entity;	2500

(b) The articles of organization of the converted domestic	2501
limited liability company;	2502

(c) The operating agreement of the converted domestic limited	2503
liability company or a provision that a written agreement of the	2504
converting entity, a copy of which is attached to the declaration	2505
of conversion, with any amendments set forth in the declaration of	2506
conversion, will be the operating agreement of the converted	2507
entity;	2508

(d) If management of the converted entity is not reserved to	2509
its members, the names of the managers of the converted entity;	2510

(e) All statements and matters required to be set forth in an	2511
instrument of conversion by the laws under which the converting	2512
entity exists;	2513

(f) The terms of the conversion; the mode of carrying them	2514
into effect; and the manner and basis of converting the interests	2515
or shares of the converting entity into, or substituting the	2516
interests or shares in the converting entity for, interests,	2517
evidences of indebtedness, other securities, cash, rights, or any	2518
other property or any combination of interests, evidences of	2519
indebtedness, other securities, cash, rights, or any other	2520
property of the converted company.	2521

(2) No conversion or substitution described in this section	2522
shall be effected if there are reasonable grounds to believe that	2523
the conversion or substitution would render the converted company	2524
unable to pay its obligations as they become due in the usual	2525
course of its affairs.	2526

(C) The written declaration of conversion may set forth any	2527
of the following:	2528

(1) The effective date of the conversion, which date may be	2529
on or after the date of the filing of the certificate of	2530
conversion pursuant to section 1705.381 of the Revised Code;	2531

(2) A provision authorizing the converting entity to abandon	2532
the proposed conversion by action of authorized representatives of	2533
the converting entity taken prior to the filing of the certificate	2534
of conversion pursuant to section 1705.381 of the Revised Code;	2535

(3) A statement of, or a statement of the method to be used	2536
to determine, the fair value of the assets owned by the converting	2537
entity at the time of the conversion;	2538

(4) The parties to the declaration of conversion in addition	2539
to the converting entity;	2540

(5) Any additional provision necessary or desirable with	2541
respect to the proposed conversion or the converted entity.	2542

(D) At any time before the filing of the certificate of	2543
conversion pursuant to section 1705.381 of the Revised Code, the	2544
conversion may be abandoned by any representatives authorized to	2545
do so by the declaration of conversion, or by the same vote as was	2546
required to adopt the declaration of conversion.	2547

Sec. 1705.371. (A) Subject to division (B)(2) of this	2548
section, pursuant to a written declaration of conversion as	2549
provided in this section, a domestic limited liability company may	2550
be converted into a domestic or foreign entity other than a	2551
domestic limited liability company. The conversion also must be	2552
permitted by the chapter of the Revised Code or by the laws under	2553
which the converted entity will exist.	2554

(B)(1) The written declaration of conversion shall set forth	2555
all of the following:	2556

(a) The name of the domestic limited liability company that	2557
is being converted, the name of the entity into which the entity	2558
will be converted, the form of the converted entity, and the	2559
jurisdiction of formation of the converted entity;	2560

(b) If the converted entity is a domestic entity, the	2561
complete terms of all documents required under the applicable	2562
chapter of the Revised Code to form the converted entity;	2563

(c) If the converted entity is a foreign entity, all of the	2564
following:	2565

(i) The complete terms of all documents required under the	2566
law of its formation to form the converted entity;	2567

(ii) The consent of the converted entity to be sued and	2568
served with process in this state, and the irrevocable appointment	2569
of the secretary of state as the agent of the converted entity to	2570
accept service of process in this state to enforce against the	2571
converted entity any obligation of the converting company or to	2572
enforce the rights of a dissenting member of the converting	2573
company;	2574

(iii) If the converted entity desires to transact business in	2575
this state, the information required to qualify or be licensed	2576
under the applicable chapter of the Revised Code.	2577

(d) All other statements and matters required to be set forth	2578
in the declaration of conversion by the applicable chapter of the	2579
Revised Code if the converted entity is a domestic entity, or by	2580
the laws under which the converted entity will be formed, if the	2581
converted entity is a foreign entity;	2582

(e) The terms of the conversion; the mode of carrying them	2583
into effect; and the manner and basis of converting the interests	2584
or shares of the converting company into, or substituting the	2585
interests in the converting company for, interests, evidences of	2586
indebtedness, other securities, cash, rights, or any other	2587
property or any combination of interests, evidences of	2588
indebtedness, other securities, cash, rights, or any other	2589
property of the converted entity.	2590

(2) No conversion or substitution described in this section	2591
shall be effected if there are reasonable grounds to believe that	2592
the conversion or substitution would render the converted entity	2593
unable to pay its obligations as they become due in the usual	2594
course of its affairs.	2595

(C) The written declaration of conversion may set forth any	2596
of the following:	2597

(1) The effective date of the conversion, which date may be	2598
on or after the date of the filing of the certificate of	2599
conversion pursuant to section 1705.381 of the Revised Code;	2600

(2) A provision authorizing the converting company to abandon	2601
the proposed conversion by action of the members or managers of	2602
the converting company taken prior to the filing of the	2603
certificate of conversion pursuant to section 1705.381 of the	2604
Revised Code;	2605

(3) A statement of, or a statement of the method to be used	2606
to determine, the fair value of the assets owned by the converting	2607
company at the time of the conversion;	2608

(4) The parties to the declaration of conversion in addition	2609
to the converting company;	2610

(5) Any additional provision necessary or desirable with	2611
respect to the proposed conversion or the converted entity.	2612

(D) The members of the converting domestic limited liability	2613
company and, if management is not reserved to its members, the	2614
managers of the converting entity must adopt the declaration of	2615
conversion in order to effect the conversion.	2616

(E)(1) All members, whether or not they are entitled to vote	2617
or act, shall be given written notice of any meeting of members or	2618
of any proposed action by members, which meeting or action is to	2619
adopt a declaration of conversion. The notice shall be given to	2620
the members either as provided in writing in the operating	2621
agreement or by mail at the members' addresses as they appear on	2622
the records of the company, or in person. Unless the operating	2623
agreement provides a shorter or longer period, notice described in	2624
division (E)(1) of this section shall be given not less than seven	2625
and not more than sixty days before the meeting or the effective	2626
date of the action.	2627

(2) The notice described in division (E)(1) of this section	2628
shall be accompanied by a copy or a summary of the material	2629
provisions of the declaration of conversion.	2630

(F) The unanimous vote or action by the members of a	2631
converting company, or a different number or proportion as	2632
provided in writing in the operating agreement, is required to	2633
adopt a declaration of conversion.	2634

If the declaration of conversion would have an effect or	2635
authorize any action that under any applicable provision of law or	2636
the operating agreement could be effected or authorized only by or	2637
pursuant to a specified vote or action of the members, or of any	2638
class or group of members, the declaration of conversion also must	2639
be adopted or approved by the same vote or action as would be	2640
required to effect that change or to authorize that action.	2641

(G)(1) At any time before the filing of the certificate of	2642
conversion pursuant to section 1705.381 of the Revised Code, the	2643
conversion may be abandoned by all of the members of the	2644
converting company or by any representatives authorized to do so	2645
by the declaration of conversion, or by the same vote as was	2646
required to adopt the declaration of conversion.	2647

(2) The declaration of conversion may contain a provision	2648
authorizing less than all of the members to amend the declaration	2649
of conversion at any time before the filing of the certificate of	2650
conversion pursuant to section 1705.381 of the Revised Code,	2651
except that, after the adoption of the declaration of conversion	2652
by the members, less than all of the members are not authorized to	2653
amend the declaration of conversion to do any of the following:	2654

(a) Alter or change the amount or kind of interests, shares,	2655
evidences of indebtedness, other securities, cash rights, or any	2656
other property to be received by the members of the converting	2657
company in conversion of, or substitution for, their interests;	2658

(b) Alter or change any term of the organizational documents	2659
of the converted entity except for alterations or changes that are	2660
adopted with the vote or action of the persons the vote or action	2661
of which would be required for the alteration or change after the	2662
conversion;	2663

(c) Alter or change any other terms and conditions of the	2664
declaration of conversion if any of the alterations or changes,	2665
alone or in the aggregate, materially and adversely would affect	2666
the members or any class or group of members of the converting	2667
company.	2668

Sec. 1705.381. (A) Upon the adoption of a declaration of	2669
conversion pursuant to section 1705.361 or 1705.371 of the Revised	2670
Code, or at a later time as authorized by the declaration of	2671
conversion, a certificate of conversion that is signed by an	2672
authorized representative of the converting entity shall be filed	2673
with the secretary of state. The certificate shall be on a form	2674
prescribed by the secretary of state and shall set forth only the	2675
information required by this section.	2676

(B)(1) The certificate of conversion shall set forth all of	2677
the following:	2678

(a) The name and the form of entity of the converting entity	2679
and the state under the laws of which the converting entity	2680
exists;	2681

(b) A statement that the converting entity has complied with	2682
all of the laws under which it exists and that those laws permit	2683
the conversion;	2684

(c) The name and mailing address of the person or entity that	2685
is to provide a copy of the declaration of conversion in response	2686
to any written request made by a shareholder, partner, or member	2687
of the converting entity;	2688

(d) The effective date of the conversion, which date may be	2689
on or after the date of the filing of the certificate pursuant to	2690
this section;	2691

(e) The signature and title of the representative or	2692
representatives authorized to sign the certificate on behalf of	2693
the converting entity;	2694

(f) A statement that the declaration of conversion is	2695
authorized on behalf of the converting entity and that each person	2696
signing the certificate on behalf of the converting entity is	2697
authorized to do so;	2698

(g) The name and the form of the converted entity and the	2699
state under the laws of which the converted entity will exist;	2700

(h) If the converted entity is a foreign entity that will not	2701
be licensed in this state, the name and address of the statutory	2702
agent upon whom any process, notice or demand may be served.	2703

(2) In the case of a conversion into a new domestic	2704
corporation, limited liability company, limited partnership, or	2705
other partnership, any organizational document that would be filed	2706
upon the creation of the converted entity shall be filed with the	2707
certificate of conversion.	2708

(3) If the converted entity is a foreign entity that desires	2709
to transact business in this state, the certificate of conversion	2710
shall be accompanied by the information required by division	2711
(B)(8), (9), or (10) of section 1705.37 of the Revised Code.	2712

(4) If a foreign or domestic corporation licensed to transact	2713
business in this state is the converting entity, the certificate	2714
of conversion shall be accompanied by the affidavits, receipts,	2715
certificates, or other evidence required by division (H) of	2716
section 1701.86 of the Revised Code with respect to a converting	2717
domestic corporation or by the affidavits, receipts, certificates,	2718
or other evidence required by division (C) or (D) of section	2719
1703.17 of the Revised Code with respect to a foreign corporation.	2720

(C) If the converting entity or the converted entity is	2721
organized or formed under the laws of a state other than this	2722
state or under any chapter of the Revised Code other than this	2723
chapter, all documents required to be filed in connection with the	2724
conversion by the laws of that state or that chapter shall be	2725
filed in the proper office.	2726

(D) Upon the filing of a certificate of conversion and other	2727
filings required by division (C) of this section or at any later	2728
date that the certificate of conversion specifies, the conversion	2729
is effective, subject to the limitation that no conversion will be	2730
effective if there are reasonable grounds to believe that the	2731
conversion would render the converted entity unable to pay its	2732
obligations as they become due in the usual course of its affairs.	2733

(E) The secretary of state shall furnish, upon request and	2734
payment of the fee specified in division (K)(2) of section 111.16	2735
of the Revised Code, the secretary of state's certificate setting	2736
forth all of the following:	2737

(1) The name and form of entity of the converting entity and	2738
the state under the laws of which it existed prior to the	2739
conversion;	2740

(2) The name and the form of entity of the converted entity	2741
and the state under the law of which it will exist;	2742

(3) The date of filing of the certificate of conversion with	2743
the secretary of state and the effective date of the conversion.	2744

(F) The certificate of the secretary of state, or a copy of	2745
the certificate of conversion certified by the secretary of state,	2746
may be filed for record in the office of the recorder of any	2747
county in this state and, if filed, shall be recorded in the	2748
records of deeds for that county. For the recording, the county	2749
recorder shall charge and collect the same fee as in the case of	2750
deeds.	2751

Sec. 1705.391. (A) Upon a conversion becoming effective, all	2752
of the following apply:	2753

(1) The converting entity is continued in the converted	2754
entity.	2755

(2) The converted entity exists, and the converting entity	2756
ceases to exist.	2757

(3) The converted entity possesses both of the following, and	2758
both of the following continue in the converted entity without any	2759
further act or deed:	2760

(a) Except to the extent limited by the requirements of	2761
applicable law, both of the following:	2762

(i) All assets and property of every description of the	2763
converting entity and every interest in the assets and property of	2764
the converting entity, wherever the assets, property, and	2765
interests are located. Title to any real estate or any interest in	2766
real estate that was vested in the converting entity does not	2767
revert or in any way is impaired by reason of the conversion.	2768

(ii) The rights, privileges, immunities, powers, franchises,	2769
and authority, whether of a public or a private nature, of the	2770
converting entity.	2771

(b) All obligations belonging or due to the converting	2772
entity.	2773

(4) All the rights of creditors of the converting entity are	2774
preserved unimpaired, and all liens upon the property of the	2775
converting entity are preserved unimpaired. If a general partner	2776
of a converting partnership is not a general partner of the entity	2777
resulting from the conversion, then the former general partner has	2778
no liability for any obligation incurred after the conversion	2779
except to the extent that a former creditor of the converting	2780
partnership in which the former general partner was a general	2781
partner extends credit to the converted entity reasonably	2782
believing that the former general partner continues as a general	2783
partner of the converted entity.	2784

(B) In the case of a conversion into a foreign corporation,	2785
limited liability company, or partnership that is not licensed or	2786
registered to transact business in this state, if the converted	2787
entity intends to transact business in this state, and the	2788
certificate of conversion is accompanied by the information	2789
described in division (B)(4) of section 1705.38 of the Revised	2790
Code, then on the effective date of the conversion, the converted	2791
entity is considered to have complied with the requirements for	2792
procuring a license or for registration to transact business in	2793
this state as a foreign corporation, limited liability company,	2794
limited partnership, or limited liability partnership as the case	2795
may be. In such a case, a copy of the certificate of conversion	2796
certified by the secretary of state constitutes the license	2797
certificate prescribed for a foreign corporation or the	2798
application for registration prescribed for a foreign limited	2799
liability company, foreign limited partnership, or foreign limited	2800
liability partnership.	2801

(C) Any action to set aside any conversion on the ground that	2802
any section of the Revised Code applicable to the conversion has	2803
not been complied with shall be brought within ninety days after	2804
the effective date of the conversion or is forever barred.	2805

(D) In the case of a converting or converted entity organized	2806
or existing under the laws of any state other than this state,	2807
this section is subject to the laws of the state under which that	2808
entity exists or in which it has property.	2809

Sec. 1705.40.  Unless otherwise provided in writing in the	2810
operating agreement of a constituent domestic limited liability	2811
company, the following are entitled to relief as dissenting	2812
members as provided in section 1705.41 of the Revised Code:	2813

(A) Members of a domestic limited liability company that is	2814
being merged or consolidated into a surviving or new domestic or	2815
foreign entity pursuant to section 1705.36 or 1705.37 of the	2816
Revised Code;	2817

(B) In the case of a merger into a domestic limited liability	2818
company, members of the surviving domestic limited liability	2819
company who, under section 1705.36 of the Revised Code, are	2820
entitled to vote or act on the adoption or approval of the	2821
agreement of merger, but only as to the membership interests	2822
entitling them to so vote or act;	2823

(C) Members of a domestic limited liability company that is	2824
being converted pursuant to section 1705.371 of the Revised Code.	2825

Sec. 1705.41.  (A) A member of a domestic limited liability	2826
company is entitled to relief as a dissenting member as described	2827
in section 1705.40 of the Revised Code only in compliance with	2828
this section.	2829

(B) If a proposal of merger or, consolidation proposal, or	2830
conversion is to be submitted to the members of a domestic limited	2831
liability company at a meeting, a dissenting member must be a	2832
member and a record holder of the membership interests as to which	2833
hethe dissenting member seeks relief as of the date fixed for the	2834
determination of members entitled to notice of the meeting, and	2835
those membership interests must not have been voted in favor of	2836
the proposal. Not later than ten days after the date on which the	2837
vote on the proposal was taken at the meeting of the members, the	2838
dissenting member shall deliver to the company a written demand	2839
for payment to himthe dissenting member of the fair cash value of	2840
the membership interests as to which hethe dissenting member	2841
seeks relief. The demand shall state the address of the dissenting	2842
member, the number and class of the membership interests, and the	2843
amount claimed by the dissenting member as the fair cash value of	2844
the membership interests.	2845

(C) If the proposal of merger or, consolidation proposal, or	2846
conversion is to be submitted to the members of a domestic limited	2847
liability company for their written approval or other action	2848
without a meeting, a dissenting member must be a member and a	2849
record holder of the membership interests as to which hethe	2850
dissenting member seeks relief as of the date that the written	2851
request for approval or other action is sent to the members	2852
entitled to act or otherwise approve the proposal, and the	2853
dissenting member must not have indicated histhe dissenting	2854
member's approval of the proposal in histhe dissenting member's	2855
capacity as record holder of the membership interests. Not later	2856
than fifteen days after the date on which the request for approval	2857
or other action was mailed to the members, the dissenting member	2858
shall deliver to the company a written demand for payment to him	2859
the dissenting member of the fair cash value of the membership	2860
interests as to which hethe dissenting member seeks relief. The	2861
demand shall state the address of the dissenting member, the	2862
number and class of the membership interests, and the amount	2863
claimed by the dissenting member as the fair cash value of the	2864
membership interests.	2865

(D) A written demand for payment of the fair cash value of	2866
membership interests that is served on a domestic limited	2867
liability company under this section constitutes service on the	2868
surviving or new entity resulting from the merger or consolidation	2869
or on the entity resulting from a conversion, whether the demand	2870
is served before, on, or after the effective date of the merger	2871
or, consolidation, or conversion.	2872

(E)(1) If the membership interests as to which a dissenting	2873
member seeks relief are represented by certificates and if the	2874
domestic limited liability company sends to the dissenting member	2875
at the address specified in histhe dissenting member's demand for	2876
payment of the fair cash value of those interests a request for	2877
the certificates representing those interests, the dissenting	2878
member shall deliver the requested certificates to the company	2879
within fifteen days from the date on which the request is sent to	2880
himthe dissenting member so that the company may endorse a legend	2881
on the certificates to the effect that a demand for the fair cash	2882
value of those membership interests has been made. The company	2883
promptly shall return the endorsed certificates to the dissenting	2884
member.	2885

At the option of the company, the failure of the dissenting	2886
member to deliver the certificates as described in this division	2887
shall terminate histhe dissenting member's rights as a dissenting	2888
member. If exercised, the option shall be exercised by a written	2889
notice sent to the dissenting member within twenty days after the	2890
lapse of the fifteen-day period described in this division, unless	2891
a court for good cause shown otherwise directs.	2892

If membership interests represented by a certificate on which	2893
a legend has been endorsed under this division are transferred,	2894
each new certificate issued for the membership interests shall	2895
bear a similar legend and the name of the original dissenting	2896
holder of the membership interests.	2897

(2) Upon receiving from a dissenting member a demand for	2898
payment of the fair cash value of membership interests that are	2899
not represented by a certificate, a domestic limited liability	2900
company shall make an appropriate notation of the demand in its	2901
records. If uncertificated membership interests for which payment	2902
has been demanded are to be transferred, any writing sent to	2903
evidence the transfer shall bear the legend required for	2904
certificated membership interests as described in division (E)(1)	2905
of this section.	2906

(3) A transferee of membership interests who receives a	2907
certificate endorsed with a legend as described in division (E)(1)	2908
of this section and a transferee of uncertificated membership	2909
interests with respect to which a notation has been made as	2910
described in division (E)(2) of this section acquires only the	2911
rights in the domestic limited liability company that the original	2912
dissenting member had immediately after the serving of the demand	2913
for payment of the fair cash value of the membership interests.	2914

(4) A request for certificates under division (E)(1) of this	2915
section by a domestic limited liability company is not an	2916
admission by it that the member is entitled to relief under this	2917
section.	2918

(F) Unless the operating agreement of the domestic limited	2919
liability company in which the dissenting member was a member	2920
provides a reasonable basis for determining and paying the fair	2921
cash value of the membership interests as to which the dissenting	2922
member seeks relief or unless that company and the dissenting	2923
member have come to an agreement on the fair cash value of those	2924
interests, within three months after the service of the demand for	2925
payment of the fair cash value of those interests, the dissenting	2926
member, that company, or the surviving or new entity may file a	2927
complaint under section 1705.42 of the Revised Code.	2928

The complaint shall be filed in the court of common pleas of	2929
the county in which the principal office of the limited liability	2930
company that issued the membership interest is located or was	2931
located when the proposal for merger or, consolidation, or	2932
conversion was adopted or approved by the members of that company.	2933
Within three months after the service of the demand for payment of	2934
the fair cash value of the membership interests of the dissenting	2935
member, other dissenting members may join as plaintiffs or may be	2936
joined as defendants in the proceeding described in section	2937
1705.42 of the Revised Code, and any two or more proceedings	2938
commenced by dissenting members may be consolidated.	2939

(G) The right of a dissenting member to receive the fair cash	2940
value for the membership interests as to which hethe dissenting	2941
member seeks relief, the obligation of the dissenting member to	2942
sell those interests, the right of the domestic limited liability	2943
company to purchase those interests, and the obligation of the	2944
company to pay the fair cash value for those interests terminate	2945
if any of the following applies:	2946

(1) Unless the company waives the failure, the dissenting	2947
member fails to comply with this section.	2948

(2) The company abandons the merger or, consolidation, or	2949
conversion or is finally enjoined or prevented from carrying it	2950
out, or the members rescind their adoption or approval of the	2951
merger or, consolidation, or conversion.	2952

(3) The dissenting member withdraws histhe dissenting	2953
member's demand for payment of the fair cash value of the	2954
membership interests with the consent of the company.	2955

(4) All of the following apply:

2956

(a) The operating agreement of the domestic limited liability	2957
company in which the dissenting member was a member does not	2958
provide a reasonable basis for determining and paying the	2959
dissenting member the fair cash value of histhe dissenting	2960
member's membership interests.	2961

(b) The company and the dissenting member have not agreed	2962
upon the fair cash value of the membership interests.	2963

(c) Neither the dissenting member nor the company has filed,	2964
joined, or been joined in a complaint under division (F) of this	2965
section within the three-month period provided in that division.	2966

(H) Unless otherwise provided in the operating agreement of	2967
the domestic limited liability company in which the dissenting	2968
member was a member, from the time that the dissenting member	2969
delivers the demand for payment of the fair cash value of the	2970
membership interests as to which hethe dissenting member seeks	2971
relief until the termination of the rights and obligations arising	2972
from that demand or the purchase of those interests by the	2973
company, all other rights accruing from those interests, including	2974
voting or distribution rights, are suspended. If, during the	2975
suspension, any distribution is paid in money upon membership	2976
interests of the class of those interests or any dividend,	2977
distribution, or interest is paid in money upon any securities	2978
issued in extinguishment of or in substitution for those	2979
interests, an amount equal to the dividend, distribution, or	2980
interest that, except for the suspension, would have been payable	2981
upon those interests or those securities shall be paid to the	2982
record holder of those interests or securities as a credit upon	2983
the fair cash value of those interests. If the right to receive	2984
the fair cash value of those interests is terminated other than by	2985
the purchase of those interests by the company, all rights of the	2986
dissenting member shall be restored and all distributions that,	2987
except for the suspension, would have been made shall be made to	2988
the record holder of those interests at the time of termination.	2989

Sec. 1705.42.  (A)(1) When authorized by division (F) of	2990
section 1705.41 of the Revised Code, a dissenting member of a	2991
domestic limited liability company may file a complaint for the	2992
relief described in this section. The complaint shall contain a	2993
brief statement of the relevant facts, including the vote or	2994
action by the members of that company pertaining to the merger or,	2995
consolidation, or conversion and the facts entitling the	2996
dissenting member to the relief described in this section, and a	2997
demand for that relief. When authorized by division (F) of section	2998
1705.41 of the Revised Code, the company, or a surviving or new	2999
entity or converted entity, also may file a complaint under this	3000
section. Notwithstanding the Rules of Civil Procedure, no answer	3001
to a complaint filed under this section is required.	3002

(2) Upon the filing of the complaint and upon motion of the	3003
complainant, the court shall enter an order that fixes a date for	3004
a hearing on the complaint and that requires the service of a copy	3005
of the complaint and a notice of its filing and the date for the	3006
hearing on the defendants in the manner prescribed in the Rules of	3007
Civil Procedure for the service of process. On the date fixed for	3008
the hearing or any adjournment of the hearing, the court shall	3009
determine from the complaint and from all evidence submitted at	3010
the hearing by the parties whether the dissenting member is	3011
entitled to be paid the fair cash value of any membership	3012
interests and, if hethe dissenting member is to be so paid, the	3013
number and class of those interests. If the court finds that the	3014
dissenting member is to be so paid, it may appoint one or more	3015
persons as appraisers to receive evidence as to the fair cash	3016
value and to make recommendations to the court relative to the	3017
amount of the fair cash value. The appraisers shall have the power	3018
and authority that the court specifies in the order of	3019
appointment, and the court shall fix reasonable compensation for	3020
their services.	3021

After receiving the recommendations of any appointed	3022
appraisers or if appraisers are not appointed, the court shall	3023
make findings as to the fair cash value of the membership	3024
interests and render judgment against the limited liability	3025
company for the payment of that fair cash value and interest at	3026
the rate and from the date that the court considers equitable. The	3027
costs of the proceeding, including reasonable compensation to any	3028
appraisers as fixed by the court, shall be assessed or apportioned	3029
as the court considers equitable.	3030

(3) The proceeding described in this section is a special	3031
proceeding, and final orders in it may be vacated, modified, or	3032
reversed on appeal pursuant to the Rules of Appellate Procedure	3033
and, to the extent not in conflict with those rules, Chapter 2505.	3034
of the Revised Code. If, during the pendency of any proceeding	3035
described in this section, an action or proceeding is commenced to	3036
enjoin or otherwise prevent the carrying out of the merger or	3037
consolidation or other action as to which the member has	3038
dissented, the proceeding commenced under this section shall be	3039
stayed until the final determination of the other action or	3040
proceeding.	3041

(4) Unless division (G) of section 1705.41 of the Revised	3042
Code is applicable, the fair cash value of the membership	3043
interests that is agreed upon by the dissenting member and the	3044
limited liability company or fixed by a court in a proceeding	3045
under this section shall be paid within thirty days after the	3046
later of the final determination of the fair cash value in a	3047
proceeding under this section or the date of the consummation of	3048
the merger or, consolidation, or conversion. Upon the occurrence	3049
of the later event, payment of the fair cash value shall be made	3050
to those entitled to the payment as follows:	3051

(a) Immediately to the holders of uncertificated membership	3052
interests;	3053

(b) Upon and simultaneously with the surrender to the limited	3054
liability company of certificates representing the membership	3055
interests to the holders of certificated membership interests.	3056

(B) If the proposal of merger or, consolidation proposal, or	3057
conversion was submitted to the members of a domestic limited	3058
liability company at a meeting, the fair cash value of the	3059
membership interests as to any of those members that seek relief	3060
shall be determined as of the day before the day on which the vote	3061
on the proposal was taken. If the proposal of merger or,	3062
consolidation proposal, or conversion was submitted to the members	3063
of a domestic limited liability company for written approval or	3064
other action without a meeting, the fair cash value of the	3065
membership interests as to which those members seek relief shall	3066
be determined as of the day before the day on which the request	3067
for approval or other action was sent.	3068

The fair cash value of a membership interest for purposes of	3069
this section is the amount that a willing seller who is under no	3070
compulsion to sell would be willing to accept and that a willing	3071
buyer who is under no compulsion to purchase would be willing to	3072
pay, but the fair cash value paid to any member shall not exceed	3073
the amount specified in the demand for payment of that member. In	3074
computing the fair cash value of a membership interest, any	3075
appreciation or depreciation in market value resulting from the	3076
merger or, consolidation, or conversion shall be excluded.	3077

Sec. 1705.61. (A) Absent an express agreement to the	3078
contrary, a person providing goods to or performing services for a	3079
limited liability company owes no duty to, incurs no liability or	3080
obligation to, and is not in privity with the members or creditors	3081
of the limited liability company by reason of providing goods to	3082
or performing services for the limited liability company.	3083

(B) Absent an express agreement to the contrary, a person	3084
providing goods to or performing services for a member or group of	3085
members of a limited liability company owes no duty to, incurs no	3086
liability or obligation to, and is not in privity with the limited	3087
liability company, any other members of the limited liability	3088
company, or the creditors of the limited liability company by	3089
reason of providing goods to or performing services for the	3090
limited liability company.	3091

Sec. 1707.01.  As used in this chapter:

3092

(A) Whenever the context requires it, "division" or "division	3093
of securities" may be read as "director of commerce" or as	3094
"commissioner of securities."	3095

(B) "Security" means any certificate or instrument, or any	3096
oral, written, or electronic agreement, understanding, or	3097
opportunity, that represents title to or interest in, or is	3098
secured by any lien or charge upon, the capital, assets, profits,	3099
property, or credit of any person or of any public or governmental	3100
body, subdivision, or agency. It includes shares of stock,	3101
certificates for shares of stock, an uncertificated security,	3102
membership interests in limited liability companies, voting-trust	3103
certificates, warrants and options to purchase securities,	3104
subscription rights, interim receipts, interim certificates,	3105
promissory notes, all forms of commercial paper, evidences of	3106
indebtedness, bonds, debentures, land trust certificates, fee	3107
certificates, leasehold certificates, syndicate certificates,	3108
endowment certificates, interests in or under profit-sharing or	3109
participation agreements, interests in or under oil, gas, or	3110
mining leases, preorganization or reorganization subscriptions,	3111
preorganization certificates, reorganization certificates,	3112
interests in any trust or pretended trust, any investment	3113
contract, any life settlement interest, any instrument evidencing	3114
a promise or an agreement to pay money, warehouse receipts for	3115
intoxicating liquor, and the currency of any government other than	3116
those of the United States and Canada, but sections 1707.01 to	3117
1707.45 of the Revised Code do not apply to the sale of real	3118
estate.	3119

(C)(1) "Sale" has the full meaning of "sale" as applied by or	3120
accepted in courts of law or equity, and includes every	3121
disposition, or attempt to dispose, of a security or of an	3122
interest in a security. "Sale" also includes a contract to sell,	3123
an exchange, an attempt to sell, an option of sale, a solicitation	3124
of a sale, a solicitation of an offer to buy, a subscription, or	3125
an offer to sell, directly or indirectly, by agent, circular,	3126
pamphlet, advertisement, or otherwise.	3127

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

3128

(3) The use of advertisements, circulars, or pamphlets in	3129
connection with the sale of securities in this state exclusively	3130
to the purchasers specified in division (D) of section 1707.03 of	3131
the Revised Code is not a sale when the advertisements, circulars,	3132
and pamphlets describing and offering those securities bear a	3133
readily legible legend in substance as follows: "This offer is	3134
made on behalf of dealers licensed under sections 1707.01 to	3135
1707.45 of the Revised Code, and is confined in this state	3136
exclusively to institutional investors and licensed dealers."	3137

(4) The offering of securities by any person in conjunction	3138
with a licensed dealer by use of advertisement, circular, or	3139
pamphlet is not a sale if that person does not otherwise attempt	3140
to sell securities in this state.	3141

(5) Any security given with, or as a bonus on account of, any	3142
purchase of securities is conclusively presumed to constitute a	3143
part of the subject of that purchase and has been "sold."	3144

(6) "Sale" by an owner, pledgee, or mortgagee, or by a person	3145
acting in a representative capacity, includes sale on behalf of	3146
such party by an agent, including a licensed dealer or	3147
salesperson.	3148

(D) "Person," except as otherwise provided in this chapter,	3149
means a natural person, firm, partnership, limited partnership,	3150
partnership association, syndicate, joint-stock company,	3151
unincorporated association, trust or trustee except where the	3152
trust was created or the trustee designated by law or judicial	3153
authority or by a will, and a corporation or limited liability	3154
company organized under the laws of any state, any foreign	3155
government, or any political subdivision of a state or foreign	3156
government.	3157

(E)(1) "Dealer," except as otherwise provided in this	3158
chapter, means every person, other than a salesperson, who engages	3159
or professes to engage, in this state, for either all or part of	3160
the person's time, directly or indirectly, either in the business	3161
of the sale of securities for the person's own account, or in the	3162
business of the purchase or sale of securities for the account of	3163
others in the reasonable expectation of receiving a commission,	3164
fee, or other remuneration as a result of engaging in the purchase	3165
and sale of securities. "Dealer" does not mean any of the	3166
following:	3167

(a) Any issuer, including any officer, director, employee, or	3168
trustee of, or member or manager of, or partner in, or any general	3169
partner of, any issuer, that sells, offers for sale, or does any	3170
act in furtherance of the sale of a security that represents an	3171
economic interest in that issuer, provided no commission, fee, or	3172
other similar remuneration is paid to or received by the issuer	3173
for the sale;	3174

(b) Any licensed attorney, public accountant, or firm of such	3175
attorneys or accountants, whose activities are incidental to the	3176
practice of the attorney's, accountant's, or firm's profession;	3177

(c) Any person that, for the account of others, engages in	3178
the purchase or sale of securities that are issued and outstanding	3179
before such purchase and sale, if a majority or more of the equity	3180
interest of an issuer is sold in that transaction, and if, in the	3181
case of a corporation, the securities sold in that transaction	3182
represent a majority or more of the voting power of the	3183
corporation in the election of directors;	3184

(d) Any person that brings an issuer together with a	3185
potential investor and whose compensation is not directly or	3186
indirectly based on the sale of any securities by the issuer to	3187
the investor;	3188

(e) Any bank;

3189

(f) Any person that the division of securities by rule	3190
exempts from the definition of "dealer" under division (E)(1) of	3191
this section.	3192

(2) "Licensed dealer" means a dealer licensed under this	3193
chapter.	3194

(F)(1) "Salesman" or "salesperson" means every natural	3195
person, other than a dealer, who is employed, authorized, or	3196
appointed by a dealer to sell securities within this state.	3197

(2) The general partners of a partnership, and the executive	3198
officers of a corporation or unincorporated association, licensed	3199
as a dealer are not salespersons within the meaning of this	3200
definition, nor are such clerical or other employees of an issuer	3201
or dealer asthat are employed for work to which the sale of	3202
securities is secondary and incidental; but the division of	3203
securities may require a license from any such partner, executive	3204
officer, or employee if it determines that protection of the	3205
public necessitates the licensing.	3206

(3) "Licensed salesperson" means a salesperson licensed under	3207
this chapter.	3208

(G) "Issuer" means every person who has issued, proposes to	3209
issue, or issues any security.	3210

(H) "Director" means each director or trustee of a	3211
corporation, each trustee of a trust, each general partner of a	3212
partnership, except a partnership association, each manager of a	3213
partnership association, and any person vested with managerial or	3214
directory power over an issuer not having a board of directors or	3215
trustees.	3216

(I) "Incorporator" means any incorporator of a corporation	3217
and any organizer of, or any person participating, other than in a	3218
representative or professional capacity, in the organization of an	3219
unincorporated issuer.	3220

(J) "Fraud," "fraudulent," "fraudulent acts," "fraudulent	3221
practices," or "fraudulent transactions" means anything recognized	3222
on or after July 22, 1929, as such in courts of law or equity; any	3223
device, scheme, or artifice to defraud or to obtain money or	3224
property by means of any false pretense, representation, or	3225
promise; any fictitious or pretended purchase or sale of	3226
securities; and any act, practice, transaction, or course of	3227
business relating to the purchase or sale of securities that is	3228
fraudulent or that has operated or would operate as a fraud upon	3229
the seller or purchaser.	3230

(K) Except as otherwise specifically provided, whenever any	3231
classification or computation is based upon "par value," as	3232
applied to securities without par value, the average of the	3233
aggregate consideration received or to be received by the issuer	3234
for each class of those securities shall be used as the basis for	3235
that classification or computation.	3236

(L)(1) "Intangible property" means patents, copyrights,	3237
secret processes, formulas, services, good will, promotion and	3238
organization fees and expenses, trademarks, trade brands, trade	3239
names, licenses, franchises, any other assets treated as	3240
intangible according to generally accepted accounting principles,	3241
and securities, accounts receivable, or contract rights having no	3242
readily determinable value.	3243

(2) "Tangible property" means all property other than	3244
intangible property and includes securities, accounts receivable,	3245
and contract rights, when the securities, accounts receivable, or	3246
contract rights have a readily determinable value.	3247

(M) "Public utilities" means those utilities defined in	3248
sections 4905.02, 4905.03, 4907.02, and 4907.03 of the Revised	3249
Code; in the case of a foreign corporation, it means those	3250
utilities defined as public utilities by the laws of its domicile;	3251
and in the case of any other foreign issuer, it means those	3252
utilities defined as public utilities by the laws of the situs of	3253
its principal place of business. The term always includes	3254
railroads whether or not they are so defined as public utilities.	3255

(N) "State" means any state of the United States, any	3256
territory or possession of the United States, the District of	3257
Columbia, and any province of Canada.	3258

(O) "Bank" means any bank, trust company, savings and loan	3259
association, savings bank, or credit union that is incorporated or	3260
organized under the laws of the United States, any state of the	3261
United States, Canada, or any province of Canada and that is	3262
subject to regulation or supervision by that country, state, or	3263
province.	3264

(P) "Include," when used in a definition, does not exclude	3265
other things or persons otherwise within the meaning of the term	3266
defined.	3267

(Q)(1) "Registration by description" means that the	3268
requirements of section 1707.08 of the Revised Code have been	3269
complied with.	3270

(2) "Registration by qualification" means that the	3271
requirements of sections 1707.09 and 1707.11 of the Revised Code	3272
have been complied with.	3273

(3) "Registration by coordination" means that there has been	3274
compliance with section 1707.091 of the Revised Code. Reference in	3275
this chapter to registration by qualification also shall be deemed	3276
to includeincludes registration by coordination unless the	3277
context otherwise indicates.	3278

(R) "Intoxicating liquor" includes all liquids and compounds	3279
that contain more than three and two-tenths per cent of alcohol by	3280
weight and are fit for use for beverage purposes.	3281

(S) "Institutional investor" means any corporation, bank,	3282
insurance company, pension fund or pension fund trust, employees'	3283
profit-sharing fund or employees' profit-sharing trust, any	3284
association engaged, as a substantial part of its business or	3285
operations, in purchasing or holding securities, or any trust in	3286
respect of which a bank is trustee or cotrustee. "Institutional	3287
investor" does not include any business entity formed for the	3288
primary purpose of evading sections 1707.01 to 1707.45 of the	3289
Revised Code.	3290

(T) "Securities Act of 1933," 48 Stat. 74, 15 U.S.C. 77a,	3291
"Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78a,	3292
"Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1,	3293
"Investment Advisers Act of 1940," 54 Stat. 847, 15 U.S.C. 80b,	3294
and "Investment Company Act of 1940," 54 Stat. 789, 15 U.S.C. 80a	3295
mean the federal statutes of those names as amended before or	3296
after March 18, 1999A reference to a statute of the United States	3297
or to a rule, regulation, or form promulgated by the securities	3298
and exchange commission or by another federal agency means the	3299
statute, rule, regulation, or form as it exists at the time it is	3300
applied under this chapter.	3301

(U) "Securities and exchange commission" means the securities	3302
and exchange commission established by the Securities Exchange Act	3303
of 1934.	3304

(V)(1) "Control bid" means the purchase of or offer to	3305
purchase any equity security of a subject company from a resident	3306
of this state if either of the following applies:	3307

(a) After the purchase of that security, the offeror would be	3308
directly or indirectly the beneficial owner of more than ten per	3309
cent of any class of the issued and outstanding equity securities	3310
of the issuer.	3311

(b) The offeror is the subject company, there is a pending	3312
control bid by a person other than the issuer, and the number of	3313
the issued and outstanding shares of the subject company would be	3314
reduced by more than ten per cent.	3315

(2) For purposes of division (V)(1) of this section, "control	3316
bid" does not include any of the following:	3317

(a) A bid made by a dealer for the dealer's own account in	3318
the ordinary course of business of buying and selling securities;	3319

(b) An offer to acquire any equity security solely in	3320
exchange for any other security, or the acquisition of any equity	3321
security pursuant to an offer, for the sole account of the	3322
offeror, in good faith and not for the purpose of avoiding the	3323
provisions of this chapter, and not involving any public offering	3324
of the other security within the meaning of Section 4 of Title I	3325
of the "Securities Act of 1933," 48 Stat. 77, 15 U.S.C.A. 77d(2),	3326
as amended;	3327

(c) Any other offer to acquire any equity security, or the	3328
acquisition of any equity security pursuant to an offer, for the	3329
sole account of the offeror, from not more than fifty persons, in	3330
good faith and not for the purpose of avoiding the provisions of	3331
this chapter.	3332

(W) "Offeror" means a person who makes, or in any way	3333
participates or aids in making, a control bid and includes persons	3334
acting jointly or in concert, or who intend to exercise jointly or	3335
in concert any voting rights attached to the securities for which	3336
the control bid is made and also includes any subject company	3337
making a control bid for its own securities.	3338

(X)(1) "Investment adviser" means any person who, for	3339
compensation, engages in the business of advising others, either	3340
directly or through publications or writings, as to the value of	3341
securities or as to the advisability of investing in, purchasing,	3342
or selling securities, or who, for compensation and as a part of	3343
regular business, issues or promulgates analyses or reports	3344
concerning securities.	3345

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

3346

(a) Any attorney, accountant, engineer, or teacher, whose	3347
performance of investment advisory services described in division	3348
(X)(1) of this section is solely incidental to the practice of the	3349
attorney's, accountant's, engineer's, or teacher's profession;	3350

(b) A publisher of any bona fide newspaper, news magazine, or	3351
business or financial publication of general and regular	3352
circulation;	3353

(c) A person who acts solely as an investment adviser	3354
representative;	3355

(d) A bank holding company, as defined in the "Bank Holding	3356
Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841, that is not an	3357
investment company;	3358

(e) A bank, or any receiver, conservator, or other	3359
liquidating agent of a bank;	3360

(f) Any licensed dealer or licensed salesperson whose	3361
performance of investment advisory services described in division	3362
(X)(1) of this section is solely incidental to the conduct of the	3363
dealer's or salesperson's business as a licensed dealer or	3364
licensed salesperson and who receives no special compensation for	3365
the services;	3366

(g) Any person, the advice, analyses, or reports of which do	3367
not relate to securities other than securities that are direct	3368
obligations of, or obligations guaranteed as to principal or	3369
interest by, the United States, or securities issued or guaranteed	3370
by corporations in which the United States has a direct or	3371
indirect interest, and that have been designated by the secretary	3372
of the treasury as exempt securities as defined in the "Securities	3373
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78c;	3374

(h) Any person that is excluded from the definition of	3375
investment adviser pursuant to section 202(a)(11)(A) to (E) of the	3376
"Investment Advisers Act of 1940," 15 U.S.C. 80b-2(a)(11), or that	3377
has received an order from the securities and exchange commission	3378
under section 202(a)(11)(F) of the "Investment Advisers Act of	3379
1940," 15 U.S.C. 80b-2(a)(11)(F), declaring that the person is not	3380
within the intent of section 202(a)(11) of the Investment Advisers	3381
Act of 1940.	3382

(i) A person who acts solely as a state retirement system	3383
investment officer or as a bureau of workers' compensation chief	3384
investment officer;	3385

(j) Any other person that the division designates by rule, if	3386
the division finds that the designation is necessary or	3387
appropriate in the public interest or for the protection of	3388
investors or clients and consistent with the purposes fairly	3389
intended by the policy and provisions of this chapter.	3390

(Y)(1) "Subject company" means an issuer that satisfies both	3391
of the following:	3392

(a) Its principal place of business or its principal	3393
executive office is located in this state, or it owns or controls	3394
assets located within this state that have a fair market value of	3395
at least one million dollars.	3396

(b) More than ten per cent of its beneficial or record equity	3397
security holders are resident in this state, more than ten per	3398
cent of its equity securities are owned beneficially or of record	3399
by residents in this state, or more than one thousand of its	3400
beneficial or record equity security holders are resident in this	3401
state.	3402

(2) The division of securities may adopt rules to establish	3403
more specific application of the provisions set forth in division	3404
(Y)(1) of this section. Notwithstanding the provisions set forth	3405
in division (Y)(1) of this section and any rules adopted under	3406
this division, the division, by rule or in an adjudicatory	3407
proceeding, may make a determination that an issuer does not	3408
constitute a "subject company" under division (Y)(1) of this	3409
section if appropriate review of control bids involving the issuer	3410
is to be made by any regulatory authority of another jurisdiction.	3411

(Z) "Beneficial owner" includes any person who directly or	3412
indirectly through any contract, arrangement, understanding, or	3413
relationship has or shares, or otherwise has or shares, the power	3414
to vote or direct the voting of a security or the power to dispose	3415
of, or direct the disposition of, the security. "Beneficial	3416
ownership" includes the right, exercisable within sixty days, to	3417
acquire any security through the exercise of any option, warrant,	3418
or right, the conversion of any convertible security, or	3419
otherwise. Any security subject to any such option, warrant,	3420
right, or conversion privilege held by any person shall be deemed	3421
to be outstanding for the purpose of computing the percentage of	3422
outstanding securities of the class owned by that person, but	3423
shall not be deemed to be outstanding for the purpose of computing	3424
the percentage of the class owned by any other person. A person	3425
shall be deemed the beneficial owner of any security beneficially	3426
owned by any relative or spouse or relative of the spouse residing	3427
in the home of that person, any trust or estate in which that	3428
person owns ten per cent or more of the total beneficial interest	3429
or serves as trustee or executor, any corporation or entity in	3430
which that person owns ten per cent or more of the equity, and any	3431
affiliate or associate of that person.	3432

(AA) "Offeree" means the beneficial or record owner of any	3433
security that an offeror acquires or offers to acquire in	3434
connection with a control bid.	3435

(BB) "Equity security" means any share or similar security,	3436
or any security convertible into any such security, or carrying	3437
any warrant or right to subscribe to or purchase any such	3438
security, or any such warrant or right, or any other security	3439
that, for the protection of security holders, is treated as an	3440
equity security pursuant to rules of the division of securities.	3441

(CC)(1) "Investment adviser representative" means a	3442
supervised person of an investment adviser, provided that the	3443
supervised person has more than five clients who are natural	3444
persons other than excepted persons defined in division (EE) of	3445
this section, and that more than ten per cent of the supervised	3446
person's clients are natural persons other than excepted persons	3447
defined in division (EE) of this section. "Investment adviser	3448
representative" does not mean any of the following:	3449

(a) A supervised person that does not on a regular basis	3450
solicit, meet with, or otherwise communicate with clients of the	3451
investment adviser;	3452

(b) A supervised person that provides only investment	3453
advisory services described in division (X)(1) of this section by	3454
means of written materials or oral statements that do not purport	3455
to meet the objectives or needs of specific individuals or	3456
accounts;	3457

(c) Any other person that the division designates by rule, if	3458
the division finds that the designation is necessary or	3459
appropriate in the public interest or for the protection of	3460
investors or clients and is consistent with the provisions fairly	3461
intended by the policy and provisions of this chapter.	3462

(2) For the purpose of the calculation of clients in division	3463
(CC)(1) of this section, a natural person and the following	3464
persons are deemed a single client: Any minor child of the natural	3465
person; any relative, spouse, or relative of the spouse of the	3466
natural person who has the same principal residence as the natural	3467
person; all accounts of which the natural person or the persons	3468
referred to in division (CC)(2) of this section are the only	3469
primary beneficiaries; and all trusts of which the natural person	3470
or persons referred to in division (CC)(2) of this section are the	3471
only primary beneficiaries. Persons who are not residents of the	3472
United States need not be included in the calculation of clients	3473
under division (CC)(1) of this section.	3474

(3) If subsequent to March 18, 1999, amendments are enacted	3475
or adopted defining "investment adviser representative" for	3476
purposes of the Investment Advisers Act of 1940 or additional	3477
rules or regulations are promulgated by the securities and	3478
exchange commission regarding the definition of "investment	3479
adviser representative" for purposes of the Investment Advisers	3480
Act of 1940, the division of securities shall, by rule, adopt the	3481
substance of the amendments, rules, or regulations, unless the	3482
division finds that the amendments, rules, or regulations are not	3483
necessary for the protection of investors or in the public	3484
interest.	3485

(DD) "Supervised person" means a natural person who is any of	3486
the following:	3487

(1) A partner, officer, or director of an investment adviser,	3488
or other person occupying a similar status or performing similar	3489
functions with respect to an investment adviser;	3490

(2) An employee of an investment adviser;

3491

(3) A person who provides investment advisory services	3492
described in division (X)(1) of this section on behalf of the	3493
investment adviser and is subject to the supervision and control	3494
of the investment adviser.	3495

(EE) "Excepted person" means a natural person to whom any of	3496
the following applies:	3497

(1) Immediately after entering into the investment advisory	3498
contract with the investment adviser, the person has at least	3499
seven hundred fifty thousand dollars under the management of the	3500
investment adviser.	3501

(2) The investment adviser reasonably believes either of the	3502
following at the time the investment advisory contract is entered	3503
into with the person:	3504

(a) The person has a net worth, together with assets held	3505
jointly with a spouse, of more than one million five hundred	3506
thousand dollars.	3507

(b) The person is a qualified purchaser as defined in	3508
division (FF) of this section.	3509

(3) Immediately prior to entering into an investment advisory	3510
contract with the investment adviser, the person is either of the	3511
following:	3512

(a) An executive officer, director, trustee, general partner,	3513
or person serving in a similar capacity, of the investment	3514
adviser;	3515

(b) An employee of the investment adviser, other than an	3516
employee performing solely clerical, secretarial, or	3517
administrative functions or duties for the investment adviser,	3518
which employee, in connection with the employee's regular	3519
functions or duties, participates in the investment activities of	3520
the investment adviser, provided that, for at least twelve months,	3521
the employee has been performing such nonclerical, nonsecretarial,	3522
or nonadministrative functions or duties for or on behalf of the	3523
investment adviser or performing substantially similar functions	3524
or duties for or on behalf of another company.	3525

If subsequent to March 18, 1999, amendments are enacted or	3526
adopted defining "excepted person" for purposes of the Investment	3527
Advisers Act of 1940 or additional rules or regulations are	3528
promulgated by the securities and exchange commission regarding	3529
the definition of "excepted person" for purposes of the Investment	3530
Advisers Act of 1940, the division of securities shall, by rule,	3531
adopt the substance of the amendments, rules, or regulations,	3532
unless the division finds that the amendments, rules, or	3533
regulations are not necessary for the protection of investors or	3534
in the public interest.	3535

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

3536

(a) A natural person who owns not less than five million	3537
dollars in investments as defined by rule by the division of	3538
securities;	3539

(b) A natural person, acting for the person's own account or	3540
accounts of other qualified purchasers, who in the aggregate owns	3541
and invests on a discretionary basis, not less than twenty-five	3542
million dollars in investments as defined by rule by the division	3543
of securities.	3544

(2) If subsequent to March 18, 1999, amendments are enacted	3545
or adopted defining "qualified purchaser" for purposes of the	3546
Investment Advisers Act of 1940 or additional rules or regulations	3547
are promulgated by the securities and exchange commission	3548
regarding the definition of "qualified purchaser" for purposes of	3549
the Investment Advisers Act of 1940, the division of securities	3550
shall, by rule, adopt the amendments, rules, or regulations,	3551
unless the division finds that the amendments, rules, or	3552
regulations are not necessary for the protection of investors or	3553
in the public interest.	3554

(GG)(1) "Purchase" has the full meaning of "purchase" as	3555
applied by or accepted in courts of law or equity and includes	3556
every acquisition of, or attempt to acquire, a security or an	3557
interest in a security. "Purchase" also includes a contract to	3558
purchase, an exchange, an attempt to purchase, an option to	3559
purchase, a solicitation of a purchase, a solicitation of an offer	3560
to sell, a subscription, or an offer to purchase, directly or	3561
indirectly, by agent, circular, pamphlet, advertisement, or	3562
otherwise.	3563

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

3564

(3) Any security given with, or as a bonus on account of, any	3565
purchase of securities is conclusively presumed to constitute a	3566
part of the subject of that purchase.	3567

(HH) "Life settlement interest" means the entire interest or	3568
any fractional interest in an insurance policy or certificate of	3569
insurance, or in an insurance benefit under such a policy or	3570
certificate, that is the subject of a life settlement contract.	3571

For purposes of this division, "life settlement contract"	3572
means an agreement for the purchase, sale, assignment, transfer,	3573
devise, or bequest of any portion of the death benefit or	3574
ownership of any life insurance policy or contract, in return for	3575
consideration or any other thing of value that is less than the	3576
expected death benefit of the life insurance policy or contract.	3577
"Life settlement contract" includes a viatical settlement contract	3578
as defined in section 3916.01 of the Revised Code, but does not	3579
include any of the following:	3580

(1) A loan by an insurer under the terms of a life insurance	3581
policy, including, but not limited to, a loan secured by the cash	3582
value of the policy;	3583

(2) An agreement with a bank that takes an assignment of a	3584
life insurance policy as collateral for a loan;	3585

(3) The provision of accelerated benefits as defined in	3586
section 3915.21 of the Revised Code;	3587

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

3588

(5) An agreement by an individual to purchase an existing	3589
life insurance policy or contract from the original owner of the	3590
policy or contract, if the individual does not enter into more	3591
than one life settlement contract per calendar year;	3592

(6) The initial purchase of an insurance policy or	3593
certificate of insurance from its owner by a viatical settlement	3594
provider, as defined in section 3916.01 of the Revised Code, that	3595
is licensed under Chapter 3916. of the Revised Code.	3596

(II) "State retirement system" means the public employees	3597
retirement system, Ohio police and fire pension fund, state	3598
teachers retirement system, school employees retirement system,	3599
and state highway patrol retirement system.	3600

(JJ) "State retirement system investment officer" means an	3601
individual employed by a state retirement system as a chief	3602
investment officer, assistant investment officer, or the person in	3603
charge of a class of assets or in a position that is substantially	3604
equivalent to chief investment officer, assistant investment	3605
officer, or person in charge of a class of assets.	3606

(KK) "Bureau of workers' compensation chief investment	3607
officer" means an individual employed by the bureau of workers'	3608
compensation as a chief investment officer in a position that is	3609
substantially equivalent to a chief investment officer.	3610

Sec. 1707.041.  (A)(1) No control bid for any securities of a	3611
subject company shall be made pursuant to a tender offer or	3612
request or invitation for tenders until the offeror files with the	3613
division of securities the information prescribed in division	3614
(A)(2) of this section. The offeror shall deliver a copy of the	3615
information specified in division (A)(2) of this section, by	3616
personal service, to the subject company at its principal office	3617
not later than the time of the filing with the division. The	3618
offeror shall send or deliver to all offerees in this state, as	3619
soon as practicable after the filing, the material terms of the	3620
proposed offer and the information specified in division (A)(2) of	3621
this section.	3622

(2) The information to be filed with the division, with the	3623
subject company, and with any other offeror, pursuant to division	3624
(A)(1) of this section, shall include:	3625

(a) Copies of all prospectuses, brochures, advertisements,	3626
circulars, letters, or other matter by means of which the offeror	3627
proposes to disclose to offerees all information material to a	3628
decision to accept or reject the offer;	3629

(b) The identity and background of all persons on whose	3630
behalf the acquisition of any equity security of the subject	3631
company has been or is to be effected;	3632

(c) The source and amount of funds or other consideration	3633
used or to be used in acquiring any equity security, including a	3634
statement describing any securities, other than the existing	3635
capital stock or long term debt of the offeror, which are being	3636
offered in exchange for the equity securities of the subject	3637
company;	3638

(d) A statement of any plans or proposals that the offeror,	3639
upon gaining control, may have to liquidate the subject company,	3640
sell its assets, effect a merger or consolidation of it,	3641
establish, terminate, convert, or amend employee benefit plans,	3642
close any plant or facility of the subject company or of any of	3643
its subsidiaries or affiliates, change or reduce the work force of	3644
the subject company or any of its subsidiaries or affiliates, or	3645
make any other major change in its business, corporate structure,	3646
management personnel, or policies of employment;	3647

(e) The number of shares of any equity security of the	3648
subject company of which each offeror is beneficial or record	3649
owner or has a right to acquire, directly or indirectly, together	3650
with the name and address of each person defined in this section	3651
as an offeror;	3652

(f) Particulars as to any contracts, arrangements, or	3653
understandings to which an offeror is party with respect to any	3654
equity security of the subject company, including transfers of any	3655
equity security, joint ventures, loan or option arrangements, puts	3656
and calls, guarantees of loan, guarantees against loss, guarantees	3657
of profits, division of losses or profits, or the giving or	3658
withholding of proxies, naming the persons with whom such	3659
contracts, arrangements, or understandings have been entered into;	3660

(g) Complete information on the organization and operations	3661
of the offeror, including the year of organization; the form of	3662
organization; the jurisdiction in which it is organized; a	3663
description of each class of the offeror's capital stock and of	3664
its long term debt; financial statements for the current period	3665
and for the three most recent annual accounting periods, unless	3666
the division by rule determines that the financial statements are	3667
not material or permits the filing of financial statements for	3668
less than the three most recent annual accounting periods; a brief	3669
description of the location and general character of the principal	3670
physical properties of the offeror and its subsidiaries; a	3671
description of pending legal proceedings other than routine	3672
litigation to which the offeror or any of its subsidiaries is a	3673
party or of which any of their property is the subject; a brief	3674
description of the business done and projected by the offeror and	3675
its subsidiaries and the general development of such business over	3676
the past three years; the names of all directors and executive	3677
officers together with biographical summaries of each for the	3678
preceding three years to date; and the approximate amount of any	3679
material interest, direct or indirect, of any of the directors or	3680
officers in any material transaction during the past three years,	3681
or in any proposed material transactions, to which the offeror or	3682
any of its subsidiaries was or is to be a party;	3683

(h) Such other and further documents, exhibits, data, and	3684
information as may be required by regulations of the division, or	3685
as may be necessary to make fair, full, and effective disclosure	3686
to offerees of all information material to a decision to accept or	3687
reject the offer.	3688

(3) Within five calendar days of the date of filing by an	3689
offeror of information specified in division (A)(2) of this	3690
section, the division may by order summarily suspend the	3691
continuation of the control bid if the division determines that	3692
all of the information specified has not been provided by the	3693
offeror or that the control bid materials provided to offerees do	3694
not provide full disclosure to offerees of all material	3695
information concerning the control bid. Such a suspension shall	3696
remain in effect only until the determination following a hearing	3697
held pursuant to division (A)(4) of this section.	3698

(4) A hearing shall be scheduled and held by the division	3699
with respect to each suspension imposed under division (A)(3) of	3700
this section. The hearing shall be held within ten calendar days	3701
of the date on which the suspension is imposed. Chapter 119. of	3702
the Revised Code does not apply to a hearing held under this	3703
division (A)(4) of this section. The division may allow any	3704
interested party to appear at and participate in the hearing in a	3705
manner considered appropriate by the division. The determination	3706
of the division made following the hearing shall be made within	3707
three calendar days after the hearing has been completed, and no	3708
later than fourteen calendar days after the date on which the	3709
suspension is imposed. The division, by rule or order, may	3710
prescribe time limits for conducting the hearing and for the	3711
making of the determination that are shorter than those specified	3712
in this division. If, based upon the hearing, the division	3713
determines that all of the information required to be provided by	3714
division (A)(2) of this section has not been provided by the	3715
offeror, that the control bid materials provided to offerees do	3716
not provide full disclosure to offerees of all material	3717
information concerning the control bid, or that the control bid is	3718
in material violation of any provision of this chapter, the	3719
division shall maintain the suspension of the continuation of the	3720
control bid, subject to the right of the offeror to correct	3721
disclosure and other deficiencies identified by the division and	3722
to reinstitute the control bid by filing new or amended	3723
information pursuant to this section.	3724

(5)(a) If an offeror increases or decreases the percentage of	3725
the class of securities being sought, the consideration offered,	3726
or the dealer's soliciting fee in connection with a control bid	3727
for any securities of a subject company pursuant to a tender offer	3728
or request or invitation for tenders, or makes any other change in	3729
the terms or conditions of the tender offer or request or	3730
invitation for tenders that requires the offeror to hold the	3731
tender offer or request or invitation for tenders open for at	3732
least ten business days from the date that notice of the change is	3733
first published or sent to security holders in this state, the	3734
offeror shall file with the division both of the following:	3735

(i) All material information, including all information sent	3736
or otherwise provided to offerees in this state, pertaining to the	3737
increase, decrease, or other change;	3738

(ii) All material information required to update the	3739
information filed with the division pursuant to division (A)(2) of	3740
this section.	3741

(b) The offeror shall file the information described in	3742
division (A)(5)(a) with the division not later than the date on	3743
which the information regarding the increase, decrease, or other	3744
change first is published or sent to offerees in this state. The	3745
offeror shall deliver a copy of the information, by personal	3746
services, to the subject company at its principal office not later	3747
than the time of the filing with the division.	3748

(6) Within three calendar days of the date of filing by an	3749
offeror of the information specified in division (A)(5) of this	3750
section, the division, by order, may summarily suspend the	3751
continuation of the control bid if the division determines that	3752
all of the information specified has not been provided by the	3753
offeror or that the information provided to offerees does not	3754
provide full disclosure to offerees of all material information	3755
concerning the increase, decrease, or other change. The suspension	3756
shall remain in effect only until the determination following a	3757
hearing held pursuant to division (A)(7) of this section.	3758

(7) The division shall schedule and hold, within three	3759
calendar days of the date on which the suspension is imposed, a	3760
hearing with respect to each suspension imposed under division	3761
(A)(6) of this section. Chapter 119. of the Revised Code does not	3762
apply to a hearing held under division (A)(7) of this section. The	3763
division may allow any interested party to appear at and	3764
participate in the hearing in a manner considered appropriate by	3765
the division. The division shall make a determination following	3766
the hearing within three calendar days after the hearing has been	3767
completed, and not later than nine calendar days after the date on	3768
which the information regarding the increase, decrease, or other	3769
change first is published or sent to offerees in this state. The	3770
division, by rule or order, may prescribe time limits for	3771
conducting the hearing and for the making of the determination	3772
that are shorter than those specified in this division. If, based	3773
upon the hearing, the division determines that all of the	3774
information required to be provided by division (A)(5) of this	3775
section has not been provided by the offeror; that the information	3776
provided to offerees does not provide full disclosure to offerees	3777
of all material information concerning the increase, decrease, or	3778
other change; or that the control bid is in material violation of	3779
any provision of this chapter, the division shall maintain the	3780
suspension of the continuation of the control bid, subject to the	3781
right of the offeror to correct disclosure and other deficiencies	3782
identified by the division and to reinstate the control bid by	3783
filing new or amended information pursuant to this section.	3784

(B)(1) No control bid shall be made pursuant to a tender	3785
offer or request or invitation for tenders unless division (A) of	3786
section 1707.14 of the Revised Code has been complied with, and no	3787
offeror shall make a control bid that is not made to all holders	3788
residing in this state of the equity security that is the subject	3789
of the control bid, or that is not made to such holders on the	3790
same terms as the control bid is made to holders of such equity	3791
security not residing in this state.	3792

(2) No offeror may make a control bid pursuant to a tender	3793
offer or request or invitation for tenders or acquire any equity	3794
security in this state pursuant to a control bid at any time	3795
during which any proceeding by the division alleging a violation	3796
of any provision of this chapter is pending against the offeror.	3797

(3) No offeror may acquire from any resident of this state,	3798
in any manner, any equity security of any class of a subject	3799
company at any time within two years following the last	3800
acquisition of any security of the same class pursuant to a	3801
control bid pursuant to a tender offer or request or invitation	3802
for tenders by that offeror, whether the acquisition was made by	3803
purchase, exchange, merger, consolidation, partial or complete	3804
liquidation, redemption, reverse stock split, recapitalization,	3805
reorganization, or any other similar transaction, unless the	3806
resident is afforded, at the time of the later acquisition, a	3807
reasonable opportunity to dispose of the security to the offeror	3808
upon substantially the same terms as those provided in the earlier	3809
control bid.	3810

(4) If an offeror makes a tender offer or request or	3811
invitation for tenders not subject to Rule 14D-1 or Rule 14D-4 of	3812
the securities and exchange commission under the "Securities	3813
Exchange Act of 1934," for less than all the outstanding equity	3814
securities of a class, and if a greater number of securities is	3815
deposited pursuant thereto within ten days after copies of the	3816
offer or request or invitation for tenders are first published or	3817
sent or given to security holders than the offeror is bound or	3818
willing to take up and pay for, the securities shall be taken up	3819
as nearly as may be pro rata, disregarding fractions, according to	3820
the number of securities deposited by each offeree. The preceding	3821
sentence applies to securities deposited within ten days after	3822
notice of an increase in the consideration offered to security	3823
holders, as described in the next sentence, is first published or	3824
sent or given to security holders. If the terms of a control bid	3825
are changed before its expiration by increasing the consideration	3826
offered to offerees, the offeror shall pay the increased	3827
consideration for all equity securities taken up, whether the same	3828
are deposited or taken up before or after the change in the terms	3829
of the control bid.	3830

(C) If the offeror or the subject company is a banking	3831
corporation or savings and loan association subject to regulation	3832
by the division of financial institutions, or is a public utility	3833
corporation subject to regulation by the public utilities	3834
commission, the division of securities shall immediately, upon	3835
receipt of the filing required under division (A) of this section,	3836
furnish a copy of the filing to the regulatory body having	3837
jurisdiction over the offeror or subject company.	3838

(D) An offeror is subject to the liabilities and penalties	3839
applicable to a seller, and an offeree is entitled to the remedies	3840
applicable to a purchaser, as set forth in sections 1707.041 to	3841
1707.44 of the Revised Code.	3842

(E) The division of securities may, pursuant to Chapter 119.	3843
of the Revised Code, prescribe reasonable rules:	3844

(1) Defining fraudulent, evasive, deceptive, or grossly	3845
unfair practices in connection with control bids, and defining the	3846
terms used in this section;	3847

(2) Exempting from this section control bids not made for the	3848
purpose of, and not having the effect of, changing or influencing	3849
the control of a subject company;	3850

(3) Covering such other matters as are necessary to give	3851
effect to this section.	3852

(F) If the offeror or a subject company is an insurance	3853
company subject to regulation under Title XXXIX of the Revised	3854
Code, the superintendent of insurance shall for all purposes of	3855
this section be substituted for the division of securities. This	3856
section shall not be construed to limit or modify in any way any	3857
responsibility, authority, power, or jurisdiction of the division	3858
of securities or the superintendent of insurance pursuant to any	3859
other section of the Revised Code.	3860

(G) This section does not apply when:

3861

(1) The offeror or the subject company is a public utility or	3862
a public utility holding company as defined in section 2 of the	3863
"Public Utility Holding Company Act of 1935," 49 Stat. 803, 15	3864
U.S.C. 79, as amended, and the control bid is subject to approval	3865
by the appropriate federal agency as provided in such act;	3866

(2) The offeror or the subject company is a bank or a bank	3867
holding company as subject to the "Bank Holding Company Act of	3868
1956," 70 Stat. 133, 12 U.S.C. 1841, and subsequent amendments	3869
thereto, and the control bid is subject to approval by the	3870
appropriate federal agency as provided in such act;	3871

(3) The offeror or the subject company is a savings and loan	3872
holding company as defined in section 2 of the "Savings and Loan	3873
Holding Company Amendments of 1967," 82 Stat. 5, 12 U.S.C. 1730a,	3874
as amended, and the control bid is subject to approval by the	3875
appropriate federal agency as provided in such act;	3876

(4) The offeror and the subject company are banks and the	3877
offer is part of a merger transaction subject to approval by	3878
appropriate federal supervisory authorities.	3879

(H) If any application of any provision of this section is	3880
for any reason held to be illegal or invalid, the illegality or	3881
invalidity shall not affect any legal and valid provision or	3882
application of this section, and the parts and application of this	3883
section are severable.	3884

Sec. 1707.142.  (A) Every dealer required to be licensed	3885
under section 1707.14 of the Revised Code shall comply with all	3886
broker and dealer capital, custody, margin, financial	3887
responsibility, record-making, record-keeping, bonding, financial	3888
reporting, and operational reporting requirements contained in	3889
Section 15 of the "Securities Exchange Act of 1934," 48 Stat. 881,	3890
15 U.S.C. 78o, as amended, and section 17 of the "Securities	3891
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78q, as amended,	3892
and the rules of the securities and exchange commission	3893
promulgated under those sections.	3894

(B)(1) Subject to division (B)(2) of this section, every	3895
dealer required to be licensed under section 1707.14 of the	3896
Revised Code shall file with the division of securities any report	3897
or document that rules adopted pursuant to section 15 of the	3898
"Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o, as	3899
amended, and section 17 of the "Securities Exchange Act of 1934,"	3900
48 Stat. 881, 15 U.S.C. 78q, as amended, require federally	3901
registered brokers or dealers to file with the securities and	3902
exchange commission.	3903

(2) Except as otherwise provided by rule or order of the	3904
division, if a dealer has filed a report or document described in	3905
division (B)(1) of this section with the securities and exchange	3906
commission, the document or report shall be deemed to also have	3907
been filed with the division.	3908

(C) The division by order or rule may permit, but not	3909
require, a dealer that is not required by federal law or the law	3910
of this state to register as a broker or dealer with the	3911
securities and exchange commission to do both of the following:	3912

(1) Elect one or more alternative financial and reporting	3913
provisions that are acceptable to the division. For purposes of	3914
division (C)(1) of this section, "alternative financial and	3915
reporting provision" means any capital, custody, margin, financial	3916
responsibility, record-making, record-keeping, bonding, financial	3917
reporting, or operational reporting provision that differs from	3918
those established by the securities and exchange commission.	3919

(2) Elect an exemption, the scope of which is acceptable to	3920
the division, from all or a specified part of the capital,	3921
custody, margin, financial responsibility, record-making,	3922
record-keeping, bonding, financial reporting, or operational	3923
reporting requirements contained in section 15 of the "Securities	3924
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o, as amended, or	3925
section 17 of the "Securities Exchange Act of 1934," 48 Stat. 881,	3926
15 U.S.C. 78q, as amended, or the rules of the securities and	3927
exchange commission promulgated under those sections.	3928

(D) For purposes of division (C) of this section, in	3929
determining an acceptable alternative financial and reporting	3930
provision and in determining the acceptable scope of any exemption	3931
that is elected, the division shall consider the size, scope, and	3932
type of business of the dealers who will be permitted to elect the	3933
provision or exemption and shall consider the protection of	3934
investors and customers of the electing dealers.	3935

Sec. 1707.20.  (A)(1) The division of securities may adopt,	3936
amend, and rescind such rules, forms, and orders as are necessary	3937
to carry out sections 1707.01 to 1707.45 of the Revised Code,	3938
including rules and forms governing registration statements,	3939
applications, and reports, and defining any terms, whether or not	3940
used in sections 1707.01 to 1707.45 of the Revised Code, insofar	3941
as the definitions are not inconsistent with these sections. For	3942
the purpose of rules and forms, the division may classify	3943
securities, persons, and matters within its jurisdiction, and	3944
prescribe different requirements for different classes.	3945

(2) Notwithstanding sections 121.71 to 121.76 of the Revised	3946
Code, the division may incorporate by reference into its rules any	3947
statute enacted by the United States congress or any rule,	3948
regulation, or form promulgated by the securities and exchange	3949
commission, or by another federal agency, in a manner that also	3950
incorporates all future amendments to the statute, rule,	3951
regulation, or form.	3952

(B) No rule, form, or order may be made, amended, or	3953
rescinded unless the division finds that the action is necessary	3954
or appropriate in the public interest or for the protection of	3955
investors, clients, prospective clients, state retirement systems,	3956
or the workers' compensation system and consistent with the	3957
purposes fairly intended by the policy and provisions of sections	3958
1707.01 to 1707.45 of the Revised Code. In prescribing rules and	3959
forms and in otherwise administering sections 1707.01 to 1707.45	3960
of the Revised Code, the division may cooperate with the	3961
securities administrators of the other states and the securities	3962
and exchange commission with a view of effectuating the policy of	3963
this section to achieve maximum uniformity in the form and content	3964
of registration statements, applications, reports, and overall	3965
securities regulation wherever practicable.	3966

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

3967

(1) The form and content of financial statements required	3968
under sections 1707.01 to 1707.45 of the Revised Code;	3969

(2) The circumstances under which consolidated financial	3970
statements shallwill be filed;	3971

(3) Whether any required financial statements shall be	3972
certified by independent or certified public accountants. All	3973
financial statements shall be prepared in accordance with	3974
generally accepted accounting practices.	3975

(D) All rules and forms of the division shall be published;	3976
and in addition to fulfilling the requirements of Chapter 119. of	3977
the Revised Code, the division shall prescribe, and shall publish	3978
and make available its rules regarding the sale of securities, the	3979
administration of sections 1707.01 to 1707.45 of the Revised Code,	3980
and the procedure and practice before the division.	3981

(E)(1) No provision of sections 1707.01 to 1707.45 of the	3982
Revised Code imposing any liability applies to any act done or	3983
omitted in good faith in conformity with any rule, form, or order	3984
of the division of securities, notwithstanding that the rule,	3985
form, or order may later be amended or rescinded or be determined	3986
by judicial or other authority to be invalid for any reason,	3987
except that the issuance of an order granting effectiveness to a	3988
registration under section 1707.09 or 1707.091 of the Revised Code	3989
for the purposes of this division shall not be deemed an order	3990
other than as the establishment of the fact of registration.	3991

(2) No provision of sections 1707.01 to 1707.45 of the	3992
Revised Code imposing any liability, penalty, sanction, or	3993
disqualification applies to any act done or omitted in good faith	3994
in conformity with either of the following:	3995

(a) Any provision of sections 1707.01 to 1707.45 of the	3996
Revised Code that incorporates by reference a federal statute,	3997
rule, regulation, or form;	3998

(b) Any rule, form, or order of the division that	3999
incorporates by reference a federal statute, rule, regulation, or	4000
form.	4001

Division (E)(2) of this section applies notwithstanding that	4002
the incorporation by reference, or any application of the	4003
incorporated provision, is later determined by judicial or other	4004
authority to be unconstitutional or invalid for any reason.	4005

Sec. 1707.44.  (A)(1) No person shall engage in any act or	4006
practice that violates division (A), (B), or (C) of section	4007
1707.14 of the Revised Code, and no salesperson shall sell	4008
securities in this state without being licensed pursuant to	4009
section 1707.16 of the Revised Code.	4010

(2) No person shall engage in any act or practice that	4011
violates division (A) of section 1707.141 or section 1707.161 of	4012
the Revised Code.	4013

(3) No person shall engage in any act or practice that	4014
violates section 1707.162 of the Revised Code.	4015

(4) No person shall engage in any act or practice that	4016
violates section 1707.164 of the Revised Code.	4017

(B) No person shall knowingly make or cause to be made any	4018
false representation concerning a material and relevant fact, in	4019
any oral statement or in any prospectus, circular, description,	4020
application, or written statement, for any of the following	4021
purposes:	4022

(1) Registering securities or transactions, or exempting	4023
securities or transactions from registration, under this chapter;	4024

(2) Securing the qualification of any securities under this	4025
chapter;	4026

(3) Procuring the licensing of any dealer, salesperson,	4027
investment adviser, investment adviser representative, bureau of	4028
workers' compensation chief investment officer, or state	4029
retirement system investment officer under this chapter;	4030

(4) Selling any securities in this state;

4031

(5) Advising for compensation, as to the value of securities	4032
or as to the advisability of investing in, purchasing, or selling	4033
securities;	4034

(6) Submitting a notice filing to the division under division	4035
(X) of section 1707.03 or section 1707.092 or 1707.141 of the	4036
Revised Code.	4037

(C) No person shall knowingly sell, cause to be sold, offer	4038
for sale, or cause to be offered for sale, any security which	4039
comes under any of the following descriptions:	4040

(1) Is not exempt under section 1707.02 of the Revised Code,	4041
nor the subject matter of one of the transactions exempted in	4042
section 1707.03, 1707.04, or 1707.34 of the Revised Code, has not	4043
been registered by coordination or qualification, and is not the	4044
subject matter of a transaction that has been registered by	4045
description;	4046

(2) The prescribed fees for registering by description, by	4047
coordination, or by qualification have not been paid in respect to	4048
such security;	4049

(3) The person has been notified by the division, or has	4050
knowledge of the notice, that the right to buy, sell, or deal in	4051
such security has been suspended or revoked, or that the	4052
registration by description, by coordination, or by qualification	4053
under which it may be sold has been suspended or revoked;	4054

(4) The offer or sale is accompanied by a statement that the	4055
security offered or sold has been or is to be in any manner	4056
indorsed by the division.	4057

(D) No person who is an officer, director, or trustee of, or	4058
a dealer for, any issuer, and who knows such issuer to be	4059
insolvent in that the liabilities of the issuer exceed its assets,	4060
shall sell any securities of or for any such issuer, without	4061
disclosing the fact of the insolvency to the purchaser.	4062

(E) No person with intent to aid in the sale of any	4063
securities on behalf of the issuer, shall knowingly make any	4064
representation not authorized by such issuer or at material	4065
variance with statements and documents filed with the division by	4066
such issuer.	4067

(F) No person, with intent to deceive, shall sell, cause to	4068
be sold, offer for sale, or cause to be offered for sale, any	4069
securities of an insolvent issuer, with knowledge that such issuer	4070
is insolvent in that the liabilities of the issuer exceed its	4071
assets, taken at their fair market value.	4072

(G) No person in purchasing or selling securities shall	4073
knowingly engage in any act or practice that is, in this chapter,	4074
declared illegal, defined as fraudulent, or prohibited.	4075

(H) No licensed dealer shall refuse to buy from, sell to, or	4076
trade with any person because the person appears on a blacklist	4077
issued by, or is being boycotted by, any foreign corporate or	4078
governmental entity, nor sell any securities of or for any issuer	4079
who is known in relation to the issuance or sale of the securities	4080
to have engaged in such practices.	4081

(I) No dealer in securities, knowing that the dealer's	4082
liabilities exceed the reasonable value of the dealer's assets,	4083
shall accept money or securities, except in payment of or as	4084
security for an existing debt, from a customer who is ignorant of	4085
the dealer's insolvency, and thereby cause the customer to lose	4086
any part of the customer's securities or the value of those	4087
securities, by doing either of the following without the	4088
customer's consent:	4089

(1) Pledging, selling, or otherwise disposing of such	4090
securities, when the dealer has no lien on or any special property	4091
in such securities;	4092

(2) Pledging such securities for more than the amount due, or	4093
otherwise disposing of such securities for the dealer's own	4094
benefit, when the dealer has a lien or indebtedness on such	4095
securities.	4096

It is an affirmative defense to a charge under this division	4097
that, at the time the securities involved were pledged, sold, or	4098
disposed of, the dealer had in the dealer's possession or control,	4099
and available for delivery, securities of the same kinds and in	4100
amounts sufficient to satisfy all customers entitled to the	4101
securities, upon demand and tender of any amount due on the	4102
securities.	4103

(J) No person, with purpose to deceive, shall make, issue,	4104
publish, or cause to be made, issued, or published any statement	4105
or advertisement as to the value of securities, or as to alleged	4106
facts affecting the value of securities, or as to the financial	4107
condition of any issuer of securities, when the person knows that	4108
suchthe statement or advertisement is false in any material	4109
respect.	4110

(K) No person, with purpose to deceive, shall make, record,	4111
or publish or cause to be made, recorded, or published, a report	4112
of any transaction in securities which is false in any material	4113
respect.	4114

(L) No dealer shall engage in any act that violates the	4115
provisions of section 15(c) or 15(g) of the "Securities Exchange	4116
Act of 1934," 48 Stat. 881, 15 U.S.C.A. 78o(c) or (g), or any rule	4117
or regulation promulgated by the securities and exchange	4118
commission thereunder. If, subsequent to October 11, 1994,	4119
additional amendments to section 15(c) or 15(g) are adopted, or	4120
additional rules or regulations are promulgated pursuant to such	4121
sections, the division of securities shall, by rule, adopt the	4122
amendments, rules, or regulations, unless the division finds that	4123
the amendments, rules, or regulations are not necessary for the	4124
protection of investors or in the public interest.	4125

(M)(1) No investment adviser or investment adviser	4126
representative shall do any of the following:	4127

(a) Employ any device, scheme, or artifice to defraud any	4128
person;	4129

(b) Engage in any act, practice, or course of business that	4130
operates or would operate as a fraud or deceit upon any person;	4131

(c) In acting as principal for the investment adviser's or	4132
investment adviser representative's own account, knowingly sell	4133
any security to or purchase any security from a client, or in	4134
acting as salesperson for a person other than such client,	4135
knowingly effect any sale or purchase of any security for the	4136
account of such client, without disclosing to the client in	4137
writing before the completion of the transaction the capacity in	4138
which the investment adviser or investment adviser representative	4139
is acting and obtaining the consent of the client to the	4140
transaction. Division (M)(1)(c) of this section does not apply to	4141
any investment adviser registered with the securities and exchange	4142
commission under section 203 of the "Investment Advisers Act of	4143
1940," 15 U.S.C. 80b-3, or to any transaction with a customer of a	4144
licensed dealer or salesperson if the licensed dealer or	4145
salesperson is not acting as an investment adviser or investment	4146
adviser representative in relation to the transaction.	4147

(d) Engage in any act, practice, or course of business that	4148
is fraudulent, deceptive, or manipulative. The division of	4149
securities may adopt rules reasonably designed to prevent such	4150
acts, practices, or courses of business that are fraudulent,	4151
deceptive, or manipulative.	4152

(2) No investment adviser or investment adviser	4153
representative licensed or required to be licensed under this	4154
chapter shall take or have custody of any securities or funds of	4155
any person, except as provided in rules adopted by the division.	4156

(3) In the solicitation of clients or prospective clients, no	4157
person shall make any untrue statement of a material fact or omit	4158
to state a material fact necessary in order to make the statements	4159
made not misleading in light of the circumstances under which the	4160
statements were made.	4161

(N) No person knowingly shall influence, coerce, manipulate,	4162
or mislead any person engaged in the preparation, compilation,	4163
review, or audit of financial statements to be used in the	4164
purchase or sale of securities for the purpose of rendering the	4165
financial statements materially misleading.	4166

(O) No state retirement system investment officer shall do	4167
any of the following:	4168

(1) Employ any device, scheme, or artifice to defraud any	4169
state retirement system;	4170

(2) Engage in any act, practice, or course of business that	4171
operates or would operate as a fraud or deceit on any state	4172
retirement system;	4173

(3) Engage in any act, practice, or course of business that	4174
is fraudulent, deceptive, or manipulative. The division of	4175
securities may adopt rules reasonably designed to prevent such	4176
acts, practices, or courses of business as are fraudulent,	4177
deceptive, or manipulative;	4178

(4) Knowingly fail to comply with any policy adopted	4179
regarding the officer established pursuant to section 145.094,	4180
742.104, 3307.043, 3309.043, or 5505.065 of the Revised Code.	4181

(P) No bureau of workers' compensation chief investment	4182
officer shall do any of the following:	4183

(1) Employ any device, scheme, or artifice to defraud the	4184
workers' compensation system;	4185

(2) Engage in any act, practice, or course of business that	4186
operates or would operate as a fraud or deceit on the workers'	4187
compensation system;	4188

(3) Engage in any act, practice, or course of business that	4189
is fraudulent, deceptive, or manipulative. The division of	4190
securities may adopt rules reasonably designed to prevent such	4191
acts, practices, or courses of business as are fraudulent,	4192
deceptive, or manipulative;	4193

(4) Knowingly fail to comply with any policy adopted	4194
regarding the officer established pursuant to section 4123.441 of	4195
the Revised Code.	4196

Sec. 1775.01.  As used in this chapter:

4197

(A) "Court" includes every court and judge having	4198
jurisdiction in the case.	4199

(B) "Business" includes every trade, occupation, or	4200
profession.	4201

(C) "Person" includes individuals, partnerships, trustees,	4202
executors, administrators, other fiduciaries, corporations, and	4203
other associations.	4204

(D) "Bankrupt" includes bankrupt under the federal bankruptcy	4205
act or insolvent under any state insolvency law.	4206

(E) "Conveyance" includes every assignment, lease, mortgage,	4207
or encumbrance.	4208

(F) "Real property" includes land and any interest or estate	4209
in land.	4210

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

4211

(1) A for profit corporation existing under the laws of this	4212
state or any other state;	4213

(2) Any of the following organizations existing under the	4214
laws of this state, the United States, or any other state:	4215

(a) A business trust or association;

4216

(b) A real estate investment trust;

4217

(c) A common law trust;

4218

(d) An unincorporated business or for profit organization,	4219
including a general or limited partnership;	4220

(e) A limited liability company.

4221

Sec. 1775.05.  (A) A partnership is an associationentity of	4222
two or more persons to carry on as co-owners a business for profit	4223
and includes such an associationentity that has limited liability	4224
as provided in this chapter and that is registered under section	4225
1775.61 of the Revised Code.	4226

(B) Any associationentity formed under any other statute of	4227
this state, or any statute adopted by authority, other than the	4228
authority of this state, is not a partnership under sections	4229
1775.01 to 1775.65 of the Revised Code, unless such association	4230
the entity would have been a partnership in this state prior to	4231
September 14, 1949, but such sections apply to limited	4232
partnerships except in so far as the statutes relating to such	4233
these partnerships are inconsistent herewith.	4234

(C) Except as otherwise provided in the Ohio Constitution,	4235
the organization and internal affairs of a foreign limited	4236
liability partnership and the liability of the partners for the	4237
debts, obligations, or other liabilities of any kind of, or	4238
chargeable to, the foreign limited liability partnership shall be	4239
governed by the laws of the state under which the foreign limited	4240
liability partnership is organized.	4241

(D) For purposes of this chapter, "foreign limited liability	4242
partnership" means a limited liability partnership organized and	4243
registered as such pursuant to the laws of another state.	4244

Sec. 1775.14.  (A) Subject to section 1339.65 of the Revised	4245
Code and except as provided in division (B) of this section, all	4246
partners are liable as follows:	4247

(1) Jointly and severally for everything chargeable to the	4248
partnership under sections 1775.12 and 1775.13 of the Revised	4249
Code. This joint and several liability is not subject to section	4250
2307.22 or 2315.36 of the Revised Code with respect to a tort	4251
claim that otherwise is subject to either of those sections.	4252

(2) Jointly for all other debts and obligations of the	4253
partnership, but any partner may enter into a separate obligation	4254
to perform a partnership contract.	4255

(B) Subject to divisions (C)(1) and (2) of this section or as	4256
otherwise provided in a written agreement between the partners of	4257
a registered limited liability partnership, a partner in a	4258
registered limited liability partnership, solely by reason of	4259
being a partner; acting or failing to act as a partner; or	4260
participating as an employee, consultant, contractor, or otherwise	4261
in the conduct of the business or activities of the registered	4262
limited liability partnership while the partnership is a	4263
registered limited liability partnership, is not personally	4264
liable, directly or indirectly, by way of indemnification,	4265
contribution, assessment, or otherwise, for debts, obligations, or	4266
other liabilities of any kind of, or chargeable to, the	4267
partnership or another partner or partners arising from negligence	4268
or from wrongful acts, errors, omissions, or misconduct, whether	4269
or not intentional or characterized as tort, contract, or	4270
otherwise, committed or occurring while the partnership is a	4271
registered limited liability partnership andor committed or	4272
occurring in the course of the partnership business by another	4273
partner or an employee, agent, or representative of the	4274
partnership.	4275

(C)(1) Division (B) of this section does not affect the	4276
liability of a partner in a registered limited liability	4277
partnership for that partner's own negligence, wrongful acts,	4278
errors, omissions, or misconduct, including that partner's own	4279
negligence, wrongful acts, errors, omissions, or misconduct in	4280
directly supervising any other partner or any employee, agent, or	4281
representative of the partnership.	4282

(2) Division (B) of this section shall not affect the	4283
liability of a partner for liabilities imposed by Chapters 5735.,	4284
5739., 5743., and 5747. and section 3734.908 of the Revised Code.	4285

(D) A partner in a registered limited liability partnership	4286
is not a proper party to an action or proceeding by or against a	4287
registered limited liability partnership with respect to any debt,	4288
obligation, or other liability of any kind described in division	4289
(B) of this section, unless the partner is liable under divisions	4290
(C)(1) and (2) of this section.	4291

(E) A registered limited liability partnership is liable out	4292
of partnership assets for partnership debts, obligations, and	4293
liabilities.	4294

(F)(1) The personal liability of a partner solely by reason	4295
of being such a partner, or acting or omitting to act in such	4296
capacity, of a registered limited liability partnership organized	4297
and registered under the laws of this state shall be determined	4298
only under the laws of this state.	4299

(2) The only actions required of a registered limited	4300
liability partnership or of individual partners in such a	4301
partnership in order to avail themselves of the limited liability	4302
provisions of this section are those required by this chapter.	4303

Sec. 1775.45.  (A) Pursuant to a written agreement of merger	4304
between the constituent entities as provided in this section, a	4305
domestic general partnership and one or more additional domestic	4306
general partnerships or other domestic or foreign entities may be	4307
merged into a surviving domestic general partnership. Pursuant to	4308
a written agreement of consolidation between the constituent	4309
entities as provided in this section, two or more domestic or	4310
foreign entities may be consolidated into a new domestic general	4311
partnership formed by such consolidation. If any constituent	4312
entity is formed or organized under the laws of any state other	4313
than this state or under any chapter of the Revised Code other	4314
than this chapter, the merger or consolidation also must be	4315
permitted by the chapter of the Revised Code under which each	4316
domestic constituent entity exists and by the laws under which	4317
each foreign constituent entity exists.	4318

(B) The written agreement of merger or consolidation of	4319
constituent entities into a surviving or new domestic general	4320
partnership shall set forth all of the following:	4321

(1) The name and the form of entity of each constituent	4322
entity, the state under the laws of which each constituent entity	4323
exists, and the name of the surviving or new domestic general	4324
partnership;	4325

(2) In the case of a merger, that one or more specified	4326
constituent entities will be merged into a specified surviving	4327
domestic general partnership, and, in the case of a consolidation,	4328
that the constituent entities will be consolidated into a new	4329
domestic general partnership;	4330

(3) All statements and matters required to be set forth in	4331
such an agreement of merger or consolidation by the laws under	4332
which each constituent entity exists;	4333

(4) In the case of a consolidation, the partnership agreement	4334
of the new domestic general partnership or a provision that the	4335
written partnership agreement of a specified constituent general	4336
partnership, a copy of which shall be attached to the agreement of	4337
consolidation, with any amendments that are set forth in the	4338
agreement of consolidation, shall be the agreement of general	4339
partnership of the new domestic general partnership;	4340

(5) The name and address of the statutory agent upon whom any	4341
process, notice, or demand against any constituent entity, the	4342
surviving domestic general partnership, or the new domestic	4343
general partnership may be served;	4344

(6) In the case of a merger, any changes in the general	4345
partners of the surviving domestic general partnership and, in the	4346
case of a consolidation, the general partners of the new domestic	4347
general partnership or a provision specifying the general partners	4348
of one or more specified constituent partnerships that shall	4349
constitute the initial general partners of the new domestic	4350
general partnership;	4351

(7) The terms of the merger or consolidation; the mode of	4352
carrying them into effect; and the manner and basis of converting	4353
the interests or shares in the constituent entities into, or	4354
substituting the interests or shares in the constituent entities	4355
for, interests, evidences of indebtedness, other securities, cash,	4356
rights, or any other property or any combination of interests,	4357
evidences of indebtedness, securities, cash, rights, or any other	4358
property of the surviving domestic general partnership, of the new	4359
domestic general partnership, or of any other entity. No such	4360
conversion or substitution shall be effected if there are	4361
reasonable grounds to believe that the conversion or substitution	4362
would render the surviving or new domestic general partnership	4363
unable to pay its obligations as they become due in the usual	4364
course of its affairs.	4365

(C) The written agreement of merger or consolidation of	4366
constituent entities into a surviving or new domestic general	4367
partnership may set forth any of the following:	4368

(1) The effective date of the merger or consolidation, which	4369
date may be on or after the date of the filing of the certificate	4370
of merger or consolidation;	4371

(2) A provision authorizing one or more of the constituent	4372
entities to abandon the proposed merger or consolidation prior to	4373
filing the certificate of merger or consolidation pursuant to	4374
section 1775.47 of the Revised Code by action of the general	4375
partners of a constituent partnership, the directors of a	4376
constituent corporation, or the comparable representatives of any	4377
other constituent entity;	4378

(3) In the case of a merger, any amendments to the agreement	4379
of general partnership of the surviving domestic general	4380
partnership, or a provision that the written partnership agreement	4381
of a specified constituent general partnership other than the	4382
surviving domestic general partnership, with any amendments that	4383
are set forth in the agreement of merger, shall be the partnership	4384
agreement of the surviving domestic general partnership;	4385

(4) A statement of, or a statement of the method of	4386
determining, the fair value of the assets to be owned by the	4387
surviving domestic general partnership;	4388

(5) The parties to the agreement of merger or consolidation	4389
in addition to the constituent entities;	4390

(6) Any additional provision necessary or desirable with	4391
respect to the proposed merger or consolidation.	4392

(D) To effect the merger or consolidation, the agreement of	4393
merger or consolidation shall be adopted by the general partners	4394
of each constituent domestic general partnership, including the	4395
surviving domestic general partnership in the case of a merger,	4396
and shall be adopted by or otherwise authorized by or on behalf of	4397
each other constituent entity in accordance with the laws under	4398
which it exists.	4399

(E) All partners, whether or not they are entitled to vote or	4400
act, shall be given written notice of any meeting of general	4401
partners of a constituent domestic general partnership or of any	4402
proposed action by general partners of a constituent domestic	4403
general partnership, which meeting or action is to adopt an	4404
agreement of merger or consolidation. The notice shall be given to	4405
the partners either by mail at their addresses as they appear on	4406
the records of the partnership or in person and, unless the	4407
partnership agreement provides a shorter or longer period, shall	4408
be given not less than seven and not more than sixty days before	4409
the meeting or the effective date of the action. The notice shall	4410
be accompanied by a copy or a summary of the material provisions	4411
of the agreement of merger or consolidation.	4412

(F) The vote or action of the general partners of a	4413
constituent domestic general partnership that is required to adopt	4414
an agreement of merger or consolidation is the unanimous vote or	4415
action of the general partners or such different number or	4416
proportion as provided in writing in the partnership agreement. If	4417
the agreement of merger or consolidation would have an effect or	4418
authorize any action that under any applicable provision of law or	4419
the partnership agreement could be effected or authorized only by	4420
or pursuant to a specified vote or action of the partners, or of	4421
any class or group of partners, the agreement of merger or	4422
consolidation also shall be adopted or approved by the same vote	4423
or action as would be required to effect that change or authorize	4424
that action. Each person who will continue to be or who will	4425
become a general partner of a partnership that is the surviving or	4426
new entity in a merger or consolidation shall specifically agree	4427
in writing to continue or to become, as the case may be, a general	4428
partner of the partnership that is the surviving or new entity.	4429

(G) At any time before the filing of the certificate of	4430
merger or consolidation pursuant to section 1775.47 of the Revised	4431
Code, the merger or consolidation may be abandoned by the general	4432
partners of any constituent partnership, the directors of any	4433
constituent corporation, or the comparable representatives of any	4434
other constituent entity if the general partners, directors, or	4435
other representatives are authorized to do so by the agreement of	4436
merger or consolidation or by the same vote or action as was	4437
required to adopt the agreement of merger or consolidation. The	4438
agreement of merger or consolidation may contain a provision	4439
authorizing less than all of the general partners of any	4440
constituent partnership, the directors of any constituent	4441
corporation, or the comparable representatives of any other	4442
constituent entity to amend the agreement of merger or	4443
consolidation at any time before the filing of the certificate of	4444
merger or consolidation, except that, after the adoption of the	4445
agreement of merger or consolidation by the general partners of	4446
any constituent domestic general partnership, less than all of the	4447
general partners shall not be authorized to amend the agreement of	4448
merger or consolidation to do any of the following:	4449

(1) Alter or change the amount or kind of interests, shares,	4450
evidences of indebtedness, other securities, cash, rights, or any	4451
other property to be received by general partners of the	4452
constituent domestic general partnership in conversion of, or in	4453
substitution for, their interests;	4454

(2) Alter or change any term of the partnership agreement of	4455
the surviving or new domestic general partnership, except for	4456
alterations or changes that could otherwise be adopted by the	4457
general partners of the surviving or new domestic general	4458
partnership;	4459

(3) Alter or change any other terms and conditions of the	4460
agreement of merger or consolidation if any of the alterations or	4461
changes, alone or in the aggregate, would materially adversely	4462
affect the general partners or any class or group of general	4463
partners of the constituent domestic general partnership.	4464

Sec. 1775.46.  (A) Pursuant to a written agreement of merger	4465
or consolidation between the constituent entities as provided in	4466
this section, a domestic general partnership and one or more	4467
additional domestic or foreign entities may be merged into a	4468
surviving entity other than a domestic general partnership, or a	4469
domestic general partnership together with one or more additional	4470
domestic or foreign entities may be consolidated into a new entity	4471
other than a domestic general partnership to be formed by such	4472
consolidation. The merger or consolidation must be permitted by	4473
the chapter of the Revised Code under which each domestic	4474
constituent entity exists and by the laws under which each foreign	4475
constituent entity exists.	4476

(B) The written agreement of merger or consolidation shall	4477
set forth all of the following:	4478

(1) The name and the form of entity of each constituent	4479
entity and the state under the laws of which each constituent	4480
entity exists;	4481

(2) In the case of a merger, that one or more specified	4482
constituent domestic general partnerships and other specified	4483
constituent entities will be merged into a specified surviving	4484
foreign entity or surviving domestic entity other than a domestic	4485
general partnership, or, in the case of a consolidation, that the	4486
constituent entities will be consolidated into a new foreign	4487
entity or a new domestic entity other than a domestic general	4488
partnership;	4489

(3) If the surviving or new entity is a foreign general	4490
partnership, all statements and matters that would be required by	4491
section 1775.45 of the Revised Code if the surviving or new entity	4492
were a domestic general partnership;	4493

(4) The name and the form of entity of the surviving or new	4494
entity, the state under the laws of which the surviving entity	4495
exists or the new entity is to exist, and the location of the	4496
principal office of the surviving or new entity;	4497

(5) All additional statements and matters required to be set	4498
forth in such an agreement of merger or consolidation by the laws	4499
under which each constituent entity exists and, in the case of a	4500
consolidation, the new entity is to exist;	4501

(6) The consent of the surviving or new foreign entity to be	4502
sued and served with process in this state and the irrevocable	4503
appointment of the secretary of state as its agent to accept	4504
service of process in any proceeding in this state to enforce	4505
against the surviving or new foreign entity any obligation of any	4506
constituent domestic general partnership or to enforce the rights	4507
of a dissenting partner of any constituent domestic general	4508
partnership;	4509

(7) If the surviving or new entity is a foreign corporation	4510
that desires to transact business in this state as a foreign	4511
corporation, a statement to that effect, together with a statement	4512
regarding the appointment of a statutory agent and service of any	4513
process, notice, or demand upon that statutory agent or the	4514
secretary of state, as required when a foreign corporation applies	4515
for a license to transact business in this state;	4516

(8) If the surviving or new entity is a foreign limited	4517
partnership that desires to transact business in this state as a	4518
foreign limited partnership, a statement to that effect, together	4519
with all of the information required under section 1782.49 of the	4520
Revised Code when a foreign limited partnership registers to	4521
transact business in this state;	4522

(9) If the surviving or new entity is a foreign limited	4523
liability company that desires to transact business in this state	4524
as a foreign limited liability company, a statement to that	4525
effect, together with all of the information required under	4526
section 1705.54 of the Revised Code when a foreign limited	4527
liability company registers to transact business in this state;	4528

(10) If the surviving or new entity is a foreign limited	4529
liability partnership that desires to transact business in this	4530
state as a foreign limited liability partnership, a statement to	4531
that effect, together with all of the information required under	4532
section 1775.64 of the Revised Code when a foreign limited	4533
liability partnership registers to transact business in this	4534
state.	4535

(C) The written agreement of merger or consolidation also may	4536
set forth any additional provision permitted by the laws of any	4537
state under the laws of which any constituent entity exists,	4538
consistent with the laws under which the surviving entity exists	4539
or the new entity is to exist.	4540

(D) To effect the merger or consolidation, the agreement of	4541
merger or consolidation shall be adopted by the general partners	4542
of each constituent domestic general partnership, in the same	4543
manner and with the same notice to and vote or action of partners	4544
or of a particular class or group of partners as is required by	4545
section 1775.45 of the Revised Code. The agreement of merger or	4546
consolidation also shall be approved or otherwise authorized by or	4547
on behalf of each constituent entity in accordance with the laws	4548
under which it exists. Each person who will continue to be or who	4549
will become a general partner of a partnership that is the	4550
surviving or new entity in a merger or consolidation shall	4551
specifically agree in writing to continue or to become, as the	4552
case may be, a general partner of the surviving or new entity.	4553

(E) At any time before the filing of the certificate of	4554
merger or consolidation pursuant to section 1775.47 of the Revised	4555
Code, the merger or consolidation may be abandoned by the general	4556
partners of any constituent partnership, the directors of any	4557
constituent corporation, or the comparable representatives of any	4558
other constituent entity if the general partners, directors, or	4559
comparable representatives are authorized to do so by the	4560
agreement of merger or consolidation. The agreement of merger or	4561
consolidation may contain a provision authorizing less than all of	4562
the general partners of any constituent partnership, the directors	4563
of any constituent corporation, or the comparable representatives	4564
of any other constituent entity to amend the agreement of merger	4565
or consolidation at any time before the filing of the certificate	4566
of merger or consolidation, except that after the adoption of the	4567
agreement of merger or consolidation by the general partners of	4568
any constituent domestic general partnership, less than all of the	4569
general partners shall not be authorized to amend the agreement of	4570
merger or consolidation to do any of the following:	4571

(1) Alter or change the amount or kind of interests, shares,	4572
evidences of indebtedness, other securities, cash, rights, or any	4573
other property to be received by general partners of the	4574
constituent domestic general partnership in conversion of or in	4575
substitution for their interests;	4576

(2) If the surviving or new entity is a partnership, alter or	4577
change any term of the partnership agreement of the surviving or	4578
new partnership, except for alterations or changes that otherwise	4579
could be adopted by the general partners of the surviving or new	4580
partnership;	4581

(3) If the surviving or new entity is a corporation or any	4582
other entity other than a partnership, alter or change any term of	4583
the articles or comparable instrument of the surviving or new	4584
corporation or entity, except for alterations or changes that	4585
otherwise could be adopted by the directors or comparable	4586
representatives of the surviving or new corporation or entity;	4587

(4) Alter or change any other terms and conditions of the	4588
agreement of merger or consolidation if any of the alterations or	4589
changes, alone or in the aggregate, would materially adversely	4590
affect the general partners or any class or group of general	4591
partners of the constituent domestic general partnership.	4592

Sec. 1775.47.  (A) Upon the adoption by each constituent	4593
entity of an agreement of merger or consolidation pursuant to	4594
section 1775.45 or 1775.46 of the Revised Code, a certificate of	4595
merger or consolidation shall be filed with the secretary of state	4596
that is signed by an authorized representative of each constituent	4597
entity. The certificate shall be on a form prescribed by the	4598
secretary of state and shall set forth only the information	4599
required by this section.	4600

(B)(1) The certificate of merger or consolidation shall set	4601
forth all of the following:	4602

(a) The name and the form of entity of each constituent	4603
entity and the state under the laws of which each constituent	4604
entity exists;	4605

(b) A statement that each constituent entity has complied	4606
with all of the laws under which it exists and that the laws	4607
permit the merger or consolidation;	4608

(c) The name and mailing address of the person or entity that	4609
is to provide, in response to any written request made by a	4610
shareholder, partner, or other equity holder of a constituent	4611
entity, a copy of the agreement of merger or consolidation;	4612

(d) The effective date of the merger or consolidation, which	4613
date may be on or after the date of the filing of the certificate;	4614

(e) The signature of the representative or representatives	4615
authorized to sign the certificate on behalf of each constituent	4616
entity and the office held or the capacity in which the	4617
representative is acting;	4618

(f) A statement that the agreement of merger or consolidation	4619
is authorized on behalf of each constituent entity and that the	4620
persons who signed the certificate on behalf of each entity are	4621
authorized to do so;	4622

(g) In the case of a merger, a statement that one or more	4623
specified constituent entities will be merged into a specified	4624
surviving entity or, in the case of a consolidation, a statement	4625
that the constituent entities will be consolidated into a new	4626
entity;	4627

(h) The name and form of the surviving entity in the case of	4628
a merger or the name and form of the new entity in the case of a	4629
consolidation;	4630

(i) In the case of a merger, if the surviving entity is a	4631
foreign entity not licensed to transact business in this state,	4632
the name and address of the statutory agent upon whom any process,	4633
notice, or demand may be served;	4634

(j) In the case of a consolidation, the name and address of	4635
the statutory agent upon whom any process, notice, or demand	4636
against any constituent entity or the new entity may be served.	4637

(2) In the case of a consolidation into a new domestic	4638
corporation, limited liability company, or limited partnership,	4639
the articles of incorporation, the articles of organization, or	4640
the certificate of limited partnership of the new domestic entity	4641
shall be filed with the certificate of consolidation.	4642

(3) In the case of a merger into a domestic corporation,	4643
limited liability company, or limited partnership, any amendments	4644
to the articles of incorporation, articles of organization, or	4645
certificate of limited partnership of the surviving domestic	4646
entity shall be filed with the certificate of merger.	4647

(4) If the surviving or new entity is a foreign entity that	4648
desires to transact business in this state as a foreign	4649
corporation, limited liability company, or limited partnership,	4650
the certificate of merger or consolidation shall be accompanied by	4651
the information required by division (B)(7), (8), or (9), or (10)	4652
of section 1775.46 of the Revised Code.	4653

(5) If a foreign or domestic corporation licensed to transact	4654
business in this state is a constituent entity and the surviving	4655
or new entity resulting from the merger or consolidation is not a	4656
foreign or domestic corporation that is to be licensed to transact	4657
business in this state, the certificate of merger or consolidation	4658
shall be accompanied by the affidavits, receipts, certificates, or	4659
other evidence required by division (H) of section 1701.86 of the	4660
Revised Code, with respect to each domestic constituent	4661
corporation, and by the affidavits, receipts, certificates, or	4662
other evidence required by division (C) or (D) of section 1703.17	4663
of the Revised Code, with respect to each foreign constituent	4664
corporation licensed to transact business in this state.	4665

(C) If any constituent entity in a merger or consolidation is	4666
organized or formed under the laws of a state other than this	4667
state or under any chapter of the Revised Code other than this	4668
chapter, there also shall be filed in the proper office all	4669
documents that are required to be filed in connection with the	4670
merger or consolidation by the laws of that state or by that	4671
chapter.	4672

(D) Upon the filing of a certificate of merger or	4673
consolidation and other filings as described in division (C) of	4674
this section or at any later date that the certificate of merger	4675
or consolidation specifies, the merger or consolidation is	4676
effective, subject to the limitation specified in division (B)(7)	4677
of section 1775.45 of the Revised Code.	4678

(E) The secretary of state shall furnish, upon request and	4679
payment of the fee specified in division (K)(2) of section 111.16	4680
of the Revised Code, the secretary of state's certificate setting	4681
forth: the name and form of entity of each constituent entity and	4682
the states under the laws of which each constituent entity existed	4683
prior to the merger or consolidation; the name and the form of	4684
entity of the surviving or new entity and the state under the laws	4685
of which the surviving entity exists or the new entity is to	4686
exist; the date of filing of the certificate of merger or	4687
consolidation with the secretary of state; and the effective date	4688
of the merger or consolidation. The certificate of the secretary	4689
of state, or a copy of the certificate of merger or consolidation	4690
certified by the secretary of state, may be filed for record in	4691
the office of the recorder of any county in this state and, if	4692
filed, shall be recorded in the records of deeds for that county.	4693
For that recording, the county recorder shall charge and collect	4694
the same fee as in the case of deeds.	4695

Sec. 1775.48.  (A) When a merger or consolidation becomes	4696
effective, all of the following apply:	4697

(1) The separate existence of each constituent entity other	4698
than the surviving entity in a merger shall cease, except that	4699
whenever a conveyance, assignment, transfer, deed, or other	4700
instrument or act is necessary to vest property or rights in the	4701
surviving or new entity, the general partners, officers, or other	4702
authorized representatives of the respective constituent entities	4703
shall execute, acknowledge, and deliver suchthe instruments and	4704
do such acts. For these purposes, the existence of the constituent	4705
entities and the authority of their respective general partners,	4706
officers, directors, or other representatives are continued	4707
notwithstanding the merger or consolidation.	4708

(2) In the case of a consolidation, the new entity exists	4709
when the consolidation becomes effective and, if the new entity is	4710
a domestic general partnership, the written partnership agreement	4711
contained in or provided for in the agreement of consolidation	4712
shall be its original partnership agreement.	4713

(3) In the case of a merger in which the surviving entity is	4714
a general partnership, the written partnership agreement of the	4715
surviving general partnership in effect immediately prior to the	4716
time the merger becomes effective shall be its partnership	4717
agreement after the merger except as otherwise provided in the	4718
agreement of merger.	4719

(4) The surviving or new entity possesses all of the	4720
following, and all of the following are vested in the surviving or	4721
new entity without further act or deed:	4722

(a) Except to the extent limited by the mandatory provisions	4723
of applicable law, the following:	4724

(i) All assets and property of every description of each	4725
constituent entity, and every interest in the assets and property	4726
of each constituent entity, wherever the assets, property, and	4727
interests are located. Title to any real estate or any interest in	4728
real estate that was vested in any constituent entity shall not	4729
revert or in any way be impaired by reason of the merger or	4730
consolidation.	4731

(ii) The rights, privileges, immunities, powers, franchises,	4732
and authority, whether of a public or private nature, of each	4733
constituent entity.	4734

(b) All obligations belonging to or due to each constituent	4735
entity.	4736

(5) The surviving or new entity is liable for all the	4737
obligations of each constituent entity, including liability to	4738
dissenting partners, dissenting shareholders, or other dissenting	4739
equity holders. Any claim existing or any action or proceeding	4740
pending by or against any constituent entity may be prosecuted to	4741
judgment with right of appeal, as if the merger or consolidation	4742
had not taken place, or the surviving or new entity may be	4743
substituted in place of any constituent entity.	4744

(6) All the rights of creditors of each constituent entity	4745
are preserved unimpaired, and all liens upon the property of any	4746
constituent entity are preserved unimpaired, on only the property	4747
affected by such liens immediately before the effective date of	4748
the merger or consolidation. If a general partner of a constituent	4749
partnership is not a general partner of the entity surviving or	4750
the new entity resulting from the merger or consolidation, then	4751
the former general partner shall have no liability for any	4752
obligation incurred after the merger or consolidation except to	4753
the extent that a former creditor of the constituent partnership	4754
in which the former general partner was a general partner extends	4755
credit to the surviving or new entity reasonably believing that	4756
the former general partner continued as a general partner of the	4757
surviving or new entity.	4758

(B) If a general partner of a constituent partnership is not	4759
a general partner of the entity surviving or the new entity	4760
resulting from the merger or consolidation, then unless that	4761
general partner agrees otherwise in writing, the general partner	4762
shall be indemnified by the surviving or new entity against all	4763
present or future liabilities of the constituent partnership of	4764
which the general partner was a general partner. Any amount	4765
payable pursuant to section 1775.50 of the Revised Code to a	4766
partner of the constituent partnership in which that general	4767
partner was a partner shall be a present liability of that	4768
constituent partnership.	4769

(C) In the case of a merger of a constituent domestic general	4770
partnership into a foreign surviving corporation, limited	4771
liability company, or general partnership that is not licensed or	4772
registered to transact business in this state or in the case of a	4773
consolidation of a constituent domestic limited partnership into a	4774
new foreign corporation, limited liability company, or limited	4775
partnership, or limited liability partnership, if the surviving or	4776
new entity intends to transact business in this state and the	4777
certificate of merger or consolidation is accompanied by the	4778
information described in division (B)(4) of section 1775.47 of the	4779
Revised Code, then on the effective date of the merger or	4780
consolidation the surviving or new entity shall be considered to	4781
have complied with the requirements for procuring a license or for	4782
registration to transact business in this state as a foreign	4783
corporation, limited liability company, or limited partnership, as	4784
the case may be. In such a case, a copy of the certificate of	4785
merger or consolidation certified by the secretary of state	4786
constitutes the license certificate prescribed for a foreign	4787
corporation or the application for registration prescribed for a	4788
foreign limited liability company or foreign limited partnership.	4789

(D) Any action to set aside any merger or consolidation on	4790
the ground that any section of the Revised Code applicable to the	4791
merger or consolidation has not been complied with shall be	4792
brought within ninety days after the effective date of the merger	4793
or consolidation or forever be barred.	4794

(E) In the case of an entity organized or existing under the	4795
laws of any state other than this state, this section is subject	4796
to the laws of the state under the laws of which the entity exists	4797
or in which it has property.	4798

Sec. 1775.49.  (A) Unless otherwise provided in writing in	4799
the partnership agreement of a constituent domestic general	4800
partnership, the following are entitled to relief as dissenting	4801
partners as provided in section 1775.50 of the Revised Code:	4802

(1) Partners of a domestic general partnership that is being	4803
merged or consolidated into a surviving or new entity, domestic or	4804
foreign, pursuant to section 1775.45 or 1775.46 of the Revised	4805
Code;	4806

(2) In the case of a merger into a domestic general	4807
partnership, partners of the surviving domestic general	4808
partnership who under section 1775.45 of the Revised Code are	4809
entitled to vote or act on the adoption of an agreement of merger,	4810
but only as to the interests so entitling them to vote or act;	4811

(3) Partners of a domestic partnership that is being	4812
converted into a converted entity pursuant to section 1775.53 of	4813
the Revised Code.	4814

(B) Unless otherwise expressly agreed to in writing, a	4815
general partner of any constituent partnership shall be liable to	4816
the partners of the constituent partnership for any amount payable	4817
to them pursuant to section 1775.50 of the Revised Code as if the	4818
amount so payable were an existing liability of the constituent	4819
partnership at the time of the merger or, consolidation, or	4820
conversion.	4821

Sec. 1775.50.  (A) A partner of a domestic general	4822
partnership is entitled to relief as a dissenting partner in	4823
respect of the proposals described in section 1775.49 of the	4824
Revised Code only in compliance with this section.	4825

(B) If the proposal of merger or, consolidation, or	4826
conversion is to be submitted to the partners at a meeting, the	4827
dissenting partner shall be a partner and a record holder of the	4828
partnership interests as to which the dissenting partner seeks	4829
relief as of the date fixed for the determination of partners	4830
entitled to notice of the meeting, and such interests shall not	4831
have been voted in favor of the proposal. Not later than ten days	4832
after the date on which the vote on the proposal was taken at the	4833
meeting of the partners, the dissenting partner shall deliver to	4834
the general partnership a written demand for payment to the	4835
dissenting partner of the fair cash value of the interests as to	4836
which the dissenting partner seeks relief that states the	4837
dissenting partner's address, the number and class of those	4838
interests, and the amount claimed by the dissenting partner as the	4839
fair cash value of the interests.	4840

(C) If the proposal of merger or, consolidation, or	4841
conversion is to be submitted to the partners for their written	4842
approval or other action without a meeting, the dissenting partner	4843
shall be a partner and a record holder of the interests of the	4844
partnership as to which the dissenting partner seeks relief as of	4845
the date the request for approval or action was sent to the	4846
partners entitled to act or otherwise approve the proposal, and	4847
the dissenting partner shall not have indicated approval of the	4848
proposal in the dissenting partner's capacity as a holder of such	4849
interests. Not later than fifteen days after the date on which the	4850
request for approval of or action on the proposal was mailed to	4851
the partners, the dissenting partner shall deliver to the	4852
partnership a written demand for payment to the dissenting partner	4853
of the fair cash value of the interests as to which the dissenting	4854
partner seeks relief, which demand shall state the dissenting	4855
partner's address, the number and class of such interests, and the	4856
amount claimed by the dissenting partner as the fair cash value of	4857
those interests.	4858

(D) In the case of a merger or consolidation, a demand served	4859
on the constituent domestic general partnership involved	4860
constitutes service on the surviving entity or the new entity,	4861
whether the demand is served before, on, or after the effective	4862
date of the merger or consolidation. In the case of a conversion,	4863
a demand served on the converting domestic partnership constitutes	4864
service on the converted entity, whether the demand is served	4865
before, on, or after the effective date of the conversion.	4866

(E) If the interests as to which a dissenting partner seeks	4867
relief are represented by certificates and if the domestic general	4868
partnership sends to the dissenting partner, at the address	4869
specified in the dissenting partner's demand, a request for	4870
certificates representing the interests as to which the dissenting	4871
partner seeks relief, the dissenting partner, within fifteen days	4872
from the date on which the request was sent, shall deliver to the	4873
general partnership the certificates requested so that the general	4874
partnership may endorse on them a legend to the effect that a	4875
demand for the fair cash value of such interests has been made.	4876
The general partnership promptly shall return the endorsed	4877
certificates to the dissenting partner. The failure of a	4878
dissenting partner to deliver such certificates terminates rights	4879
as a dissenting partner, at the option of the general partnership,	4880
exercised by written notice sent to the dissenting partner within	4881
twenty days after the lapse of the fifteen-day period, unless a	4882
court for good cause shown otherwise directs. If interests	4883
represented by a certificate on which such a legend has been	4884
endorsed are transferred, each new certificate issued for them	4885
shall bear a similar legend, together with the name of the	4886
original dissenting holder of such interests. Upon receiving a	4887
demand for payment from a dissenting partner who is a record	4888
holder of uncertificated interests, the general partnership shall	4889
make an appropriate notation of the demand for payment in its	4890
records. If uncertificated interests for which payment has been	4891
demanded are to be transferred, any writing sent to evidence the	4892
transfer shall bear the legend required for certificated interests	4893
as provided in this division. A transferee of the interests	4894
receiving a certificate so endorsed, or of uncertificated	4895
interests where such a notation has been made, acquires only such	4896
the rights in the general partnership as the original partner	4897
holding suchthe interests had immediately after the service of a	4898
demand for payment of the fair cash value of the interests. A	4899
request under this division by the general partnership is not an	4900
admission by it that the holder of the interest is entitled to	4901
relief under this section.	4902

(F) Unless the partnership agreement of the constituent	4903
domestic general partnership in which the dissenting partner was a	4904
partner provides a reasonable basis for determining and paying the	4905
fair cash value of the interests as to which the dissenting	4906
partner seeks relief or unless that partnership and the dissenting	4907
partner have come to an agreement on the fair cash value of the	4908
interests as to which the dissenting partner seeks relief, the	4909
dissenting partner or the general partnership, which in the case	4910
of a merger or consolidation may be the surviving or new entity,	4911
or in the case of a conversion may be the converted entity, within	4912
ninety days after the service of the demand by the dissenting	4913
partner, may file a complaint under section 1775.51 of the Revised	4914
Code. The complaint shall be filed in the court of common pleas of	4915
the county in which the principal office of the general	4916
partnership that issued the interests is located or was located	4917
when the proposal of merger or, consolidation, or conversion was	4918
adopted by the partners of the general partnership. Other	4919
dissenting partners, within that ninety-day period, may join as	4920
plaintiffs or may be joined as defendants in any such proceeding,	4921
and any two or more such proceedings may be consolidated.	4922

(G) The right and obligation of a dissenting partner to	4923
receive such fair cash value and to sell such interests as to	4924
which the dissenting partner seeks relief and the right and	4925
obligation of the domestic general partnership to purchase such	4926
interests and to pay the fair cash value of them terminate if any	4927
of the following applies:	4928

(1) The dissenting partner has not complied with this	4929
section, unless the general partnership waives such failure.	4930

(2) The general partnership abandons the merger or,	4931
consolidation, or conversion or is finally enjoined or prevented	4932
from carrying it out, or the partners rescind their adoption or	4933
approval of the merger or, consolidation, or conversion.	4934

(3) The dissenting partner withdraws the dissenting partner's	4935
demand, with the consent of the general partnership.	4936

(4) All of the following apply:

4937

(a) The partnership agreement of the constituent domestic	4938
general partnership in which the dissenting partner was a partner	4939
does not provide a reasonable basis for determining and paying the	4940
dissenting partner the fair cash value of the dissenting partner's	4941
interest.	4942

(b) The general partnership and the dissenting partner have	4943
not agreed upon the fair cash value of the interest.	4944

(c) Neither the dissenting partner nor the general	4945
partnership has filed or joined in a complaint under division (F)	4946
of this section within the period provided in that division.	4947

(H) Unless otherwise provided in the partnership agreement of	4948
the constituent domestic general partnership in which the	4949
dissenting partner was a partner, from the time the dissenting	4950
partner gives the demand until either the termination of the	4951
rights and obligations arising from it or the purchase of the	4952
interests by the general partnership, all other rights accruing	4953
from such interests, including voting or distribution rights, are	4954
suspended. If, during the suspension, any distribution is paid in	4955
money upon interests of suchthat class or any dividend,	4956
distribution, or interest is paid in money upon any securities	4957
issued in extinguishment of, or in substitution for, such	4958
interest, an amount equal to the dividend, distribution, or	4959
interest that, except for the suspension, would have been payable	4960
upon such interests or securities shall be paid to the holder of	4961
record as a credit upon the fair cash value of the interests. If	4962
the right to receive fair cash value is terminated other than by	4963
the purchase of the interests by the general partnership, all	4964
rights of the dissenting partner shall be restored and all	4965
distributions that, except for the suspension, would have been	4966
made shall be made to the holder of record of the interests at the	4967
time of termination.	4968

Sec. 1775.51.  (A) When authorized by division (F) of section	4969
1775.50 of the Revised Code, a dissenting partner or general	4970
partnership may file a complaint under this section demanding the	4971
relief described in this section. A complaint filed under this	4972
section shall contain a brief statement of the facts, including	4973
the vote or action by the partners and the facts entitling the	4974
dissenting partner to the relief demanded. No answer to such a	4975
complaint is required. Upon the filing of such a complaint, the	4976
court, on motion of the petitioner, shall enter an order fixing a	4977
date for a hearing on the complaint and requiring that a copy of	4978
the complaint and a notice of the filing and of the date for the	4979
hearing be given to the respondent or defendant in the manner in	4980
which summons is required to be served or substituted service is	4981
required to be made in other cases. On the date fixed for the	4982
hearing on the complaint or any adjournment of it, the court shall	4983
determine from the complaint and from such evidence as is	4984
submitted by either party whether the dissenting partner is	4985
entitled to be paid the fair cash value of any interests and, if	4986
so, the number and class of suchthe interests. If the court finds	4987
that the dissenting partner is so entitled, it may appoint one or	4988
more persons as appraisers to receive evidence and to recommend a	4989
decision on the amount of the fair cash value. The appraisers have	4990
such power and authority as is specified in the order of their	4991
appointment. The court thereupon shall make a finding as to the	4992
fair cash value of the interests and shall render judgment against	4993
the general partnership for the payment of it, with interest at	4994
sucha rate and from sucha date as the court considers equitable.	4995
The costs of the proceeding, including reasonable compensation to	4996
the appraisers to be fixed by the court, shall be assessed or	4997
apportioned as the court considers equitable. The proceeding is a	4998
special proceeding and final orders in it may be vacated,	4999
modified, or reversed on appeal pursuant to the Rules of Appellate	5000
Procedure and, to the extent not in conflict with those rules,	5001
Chapter 2505. of the Revised Code. If, during the pendency of any	5002
proceeding under this section, a suit or proceeding is or has been	5003
instituted to enjoin or otherwise to prevent the carrying out of	5004
the action as to which the partner has dissented, the proceeding	5005
instituted under this section shall be stayed until the final	5006
determination of the other suit or proceeding. Unless any	5007
provision of division (G) of section 1775.50 of the Revised Code	5008
is applicable, the fair cash value of the interests that is agreed	5009
upon by the parties or fixed under this section shall be paid	5010
within thirty days after the date of final determination of such	5011
value under this division or the consummation of the merger or,	5012
consolidation, or conversion, whichever occurs last. Upon the	5013
occurrence of the last such event, payment shall be made	5014
immediately to a holder of uncertificated interests entitled to	5015
such payment. In the case of holders of interests represented by	5016
certificates, payment shall be made only upon and simultaneously	5017
with the surrender to the domestic general partnership of the	5018
certificates representing the interests for which the payment is	5019
made.	5020

(B) If the proposal of merger or, consolidation, or	5021
conversion was submitted to the partners of the general	5022
partnership for a vote at a meeting, fair cash value as to those	5023
partners shall be determined as of the day before the day on which	5024
the vote by the partners was taken. If the proposal was submitted	5025
to the partners for written approval or other action, fair cash	5026
value as to those partners shall be determined as of the day	5027
before the day on which the request for the approval or action was	5028
sent. The fair cash value of an interest for purposes of this	5029
section is the amount that a willing seller who is under no	5030
compulsion to sell would be willing to accept and that a willing	5031
buyer who is under no compulsion to purchase would be willing to	5032
pay, but the fair cash value paid to any partner shall not exceed	5033
the amount specified in the demand of that partner. In computing	5034
such fair cash value, any appreciation or depreciation in market	5035
value resulting from the merger or, consolidation, or conversion	5036
shall be excluded.	5037

Sec. 1775.52. If a domestic general partnership is a	5038
constituent entity to a merger or consolidation that has become	5039
effective, and the domestic general partnership is not the	5040
surviving or resulting entity of the merger or consolidation, or	5041
if a domestic partnership is the converting entity in a	5042
conversion, a judgment creditor of a partner of that domestic	5043
general partnership shall not levy execution against the assets of	5044
the partner to satisfy a judgment based on a claim against the	5045
surviving or resulting entity of the merger or, consolidation, or	5046
conversion unless any of the following applies:	5047

(A) The claim is for an obligation of the domestic general	5048
partnership for which the partner is liable as provided in this	5049
chapter and one of the following applies:	5050

(1) A judgment based on the same claim has been obtained	5051
against the surviving or resulting entity of the merger or	5052
consolidation or the entity resulting from the conversion and a	5053
writ of execution on the judgment has been returned unsatisfied in	5054
whole or in part.	5055

(2) The surviving or resulting entity of the merger or,	5056
consolidation, or conversion is a debtor in bankruptcy.	5057

(3) The partner has agreed that the creditor need not exhaust	5058
the assets of the domestic general partnership that was not the	5059
surviving or resulting entity of the merger or consolidation or	5060
the entity resulting from the conversion.	5061

(4) The partner has agreed that the creditor need not exhaust	5062
the assets of the surviving or resulting entity of the merger or	5063
consolidation or the entity resulting from the conversion.	5064

(B) A court grants permission to the judgment creditor to	5065
levy execution against the assets of the partner based on a	5066
finding that the assets of the surviving or resulting entity of	5067
the merger or, consolidation, or conversion that are subject to	5068
execution are clearly insufficient to satisfy the judgment, that	5069
exhaustion of the assets of the surviving or resulting entity of	5070
the merger or consolidation or the entity resulting from the	5071
conversion is excessively burdensome, or that the grant of	5072
permission is an appropriate exercise of the court's equitable	5073
powers.	5074

(C) Liability is imposed on the partner by law or contract	5075
independent of the existence of the surviving or resulting entity	5076
of the merger or consolidation or the entity resulting from the	5077
conversion.	5078

Sec. 1775.53. (A) Subject to division (B)(2) of this section,	5079
pursuant to a written declaration of conversion as provided in	5080
this section, a domestic or foreign entity other than a domestic	5081
partnership may be converted into a domestic partnership. The	5082
conversion also must be permitted by the chapter of the Revised	5083
Code or by the laws under which the converting entity exists.	5084

(B)(1) The written declaration of conversion shall set forth	5085
all of the following:	5086

(a) The name and form of entity that is being converted, the	5087
name of the entity into which the entity will be converted, and	5088
the jurisdiction of formation of the converting entity;	5089

(b) If the converted entity is a limited liability	5090
partnership, its registration application;	5091

(c) The partnership agreement of the converted domestic	5092
partnership or a provision that the written agreement of the	5093
converting entity, a copy of which shall be attached to the	5094
declaration of conversion, with any amendments that are set forth	5095
in the declaration of conversion, is the agreement of the	5096
converted domestic partnership;	5097

(d) The general partners of the converted partnership;

5098

(e) All statements and matters required to be set forth in an	5099
instrument of conversion by the laws under which the converting	5100
entity exists;	5101

(f) The terms of the conversion; the mode of carrying them	5102
into effect; and the manner and basis of converting the interests	5103
or shares of the converting entity into, or substituting the	5104
interests or shares in the converting entity for, interests,	5105
evidences of indebtedness, other securities, cash, rights, or any	5106
other property or any combination of interests, evidences of	5107
indebtedness, other securities, cash, rights, or any other	5108
property of the converted partnership.	5109

(2) No conversion or substitution described in this section	5110
shall be effected if there are reasonable grounds to believe that	5111
the conversion or substitution would render the converted	5112
partnership unable to pay its obligations as they become due in	5113
the usual course of its affairs.	5114

(C) The written declaration of conversion may set forth any	5115
of the following:	5116

(1) The effective date of the conversion, which date may be	5117
on or after the date of the filing of the certificate of	5118
conversion pursuant to section 1775.55 of the Revised Code;	5119

(2) A provision authorizing the converting entity to abandon	5120
the proposed conversion by action of authorized representatives of	5121
the converting entity taken prior to the filing of the certificate	5122
of conversion pursuant to section 1775.55 of the Revised Code;	5123

(3) A statement of, or a statement of the method to be used	5124
to determine, the fair value of the assets owned by the converting	5125
entity at the time of the conversion;	5126

(4) The parties to the declaration of conversion in addition	5127
to the converting entity;	5128

(5) Any additional provision necessary or desirable with	5129
respect to the proposed conversion or the converted entity.	5130

(D) At any time before the filing of the certificate of	5131
conversion pursuant to section 1775.55 of the Revised Code, the	5132
conversion may be abandoned by any representatives authorized to	5133
do so by the declaration of conversion, or by the same vote as was	5134
required to adopt the declaration of conversion.	5135

(E) Unless the converted entity is a limited liability	5136
partnership, each person that will be a partner of the partnership	5137
that is the converted entity specifically shall agree in writing	5138
to be a partner in the partnership that is the converted entity.	5139

Sec. 1775.54. (A) Subject to division (B)(2) of this section,	5140
pursuant to a written declaration of conversion as provided in	5141
this section, a domestic partnership may be converted into a	5142
domestic or foreign entity other than a domestic partnership. The	5143
conversion also must be permitted by the chapter of the Revised	5144
Code or by the laws under which the converted entity will exist.	5145

(B)(1) The written declaration of conversion shall set forth	5146
all of the following:	5147

(a) The name and form of entity that is being converted, the	5148
name of the entity into which the entity will be converted, the	5149
form of the converted entity, and the jurisdiction of formation of	5150
the converted entity;	5151

(b) If the converted entity is a domestic entity, the	5152
complete terms of all documents required under the applicable	5153
chapter of the Revised Code to form the converted entity;	5154

(c) If the converted entity is a foreign entity, all of the	5155
following:	5156

(i) The complete terms of all documents required under the	5157
law of its formation to form the converted entity;	5158

(ii) The consent of the converted entity to be sued and	5159
served with process in this state, and the irrevocable appointment	5160
of the secretary of state as the agent of the converted entity to	5161
accept service of process in this state to enforce against the	5162
converted entity any obligation of the converting partnership or	5163
to enforce the rights of a dissenting partner of the converting	5164
partnership;	5165

(iii) If the converted entity desires to transact business in	5166
this state, the information required to qualify or be licensed	5167
under the applicable chapter of the Revised Code;	5168

(d) All other statements and matters required to be set forth	5169
in the declaration of conversion by the applicable chapter of the	5170
Revised Code if the converted entity is a domestic entity, or by	5171
the laws under which the converted entity will be formed, if the	5172
converted entity is a foreign entity;	5173

(e) The terms of the conversion; the mode of carrying them	5174
into effect; and the manner and basis of converting the interests	5175
or shares of the converting partnership into, or substituting the	5176
interests in the converting partnership for, interests, evidences	5177
of indebtedness, other securities, cash, rights, or any other	5178
property or any combination of interests, evidences of	5179
indebtedness, other securities, cash, rights, or any other	5180
property of the converted entity.	5181

(2) No conversion or substitution described in this section	5182
shall be effected if there are reasonable grounds to believe that	5183
the conversion or substitution would render the converted entity	5184
unable to pay its obligations as they become due in the usual	5185
course of its affairs.	5186

(C) The written declaration of conversion may set forth any	5187
of the following:	5188

(1) The effective date of the conversion, which date may be	5189
on or after the date of the filing of the certificate of	5190
conversion pursuant to section 1775.55 of the Revised Code;	5191

(2) A provision authorizing the converting partnership to	5192
abandon the proposed conversion by action of the partners of the	5193
converting partnership taken prior to the filing of the	5194
certificate of conversion pursuant to section 1775.55 of the	5195
Revised Code;	5196

(3) A statement of, or a statement of the method to be used	5197
to determine, the fair value of the assets owned by the converting	5198
partnership at the time of the conversion;	5199

(4) The parties to the declaration of conversion in addition	5200
to the converting entity;	5201

(5) Any additional provision necessary or desirable with	5202
respect to the proposed conversion or the converted entity.	5203

(D) The partners of the converting partnership must adopt the	5204
declaration of conversion to effect the conversion.	5205

(E)(1) All partners, whether or not they are entitled to vote	5206
or act, shall be given written notice of any meeting of partners	5207
of a partnership or of any proposed action by the partners, which	5208
meeting or action is to adopt a declaration of conversion. The	5209
notice shall be given to the partners either as provided in	5210
writing in the partnership agreement or by mail at the partners'	5211
addresses as they appear on the records of the partnership, or in	5212
person. Unless the partnership agreement provides a shorter or	5213
longer period, notice shall be given not less than seven and not	5214
more than sixty days before the meeting or the effective date of	5215
the action.	5216

(2) The notice described in division (E)(1) of this section	5217
shall be accompanied by a copy or a summary of the material	5218
provisions of the declaration of conversion.	5219

(F) The unanimous vote or action of the partners of a	5220
converting partnership, or a different number or proportion as	5221
provided in writing in the partnership agreement, is required to	5222
adopt a declaration of conversion.	5223

If the declaration of conversion would have an effect or	5224
authorize any action that under any applicable law or the	5225
partnership agreement could be effected or authorized only by or	5226
pursuant to a specified vote or action of the partners, or of any	5227
class or group of partners, the declaration of conversion also	5228
must be adopted or approved by the same vote or action as would be	5229
required to effect that change or authorize that action.	5230

(G)(1) At any time before the filing of the certificate of	5231
conversion pursuant to section 1775.55 of the Revised Code, the	5232
conversion may be abandoned by all of the partners of the	5233
converting partnership or by any representatives authorized to do	5234
so by the declaration of conversion, or by the same vote as was	5235
required to adopt the declaration of conversion.	5236

(2) The declaration of conversion may contain a provision	5237
authorizing less than all of the partners to amend the declaration	5238
of conversion at any time before the filing of the certificate of	5239
conversion pursuant to section 1775.55 of the Revised Code, except	5240
that, after the adoption of the declaration of conversion by the	5241
partners, less than all the partners are not authorized to amend	5242
the declaration of conversion to do any of the following:	5243

(a) Alter or change the amount or kind of interests, shares,	5244
evidences of indebtedness, other securities, cash rights, or any	5245
other property to be received by the partners of the converting	5246
partnership in conversion of, or substitution for, their	5247
interests;	5248

(b) Alter or change any term of the organizational documents	5249
of the converted entity except for alterations or changes that are	5250
adopted with the vote or action of the persons the vote or action	5251
of which would be required for the alteration or change after the	5252
conversion;	5253

(c) Alter or change any other terms and conditions of the	5254
declaration of conversion if any of the alterations or changes,	5255
alone or in the aggregate, materially and adversely would affect	5256
the partners or any class or group of partners of the converting	5257
partnership.	5258

Sec. 1775.55. (A) Upon the adoption of a declaration of	5259
conversion pursuant to section 1775.53 or 1775.54 of the Revised	5260
Code, or at a later time as authorized by the declaration of	5261
conversion, a certificate of conversion that is signed by an	5262
authorized representative of the converting entity shall be filed	5263
with the secretary of state. The certificate shall be on a form	5264
prescribed by the secretary of state and shall set forth only the	5265
information required by this section.	5266

(B)(1) The certificate of conversion shall set forth all of	5267
the following:	5268

(a) The name and the form of entity of the converting entity	5269
and the state under the laws of which the converting entity	5270
exists;	5271

(b) A statement that the converting entity has complied with	5272
all of the laws under which it exists and that those laws permit	5273
the conversion;	5274

(c) The name and mailing address of the person or entity that	5275
is to provide a copy of the declaration of conversion in response	5276
to any written request made by a shareholder, partner, or member	5277
of the converting entity;	5278

(d) The effective date of the conversion, which date may be	5279
on or after the date of the filing of the certificate pursuant to	5280
this section;	5281

(e) The signature of the representative or representatives	5282
authorized to sign the certificate on behalf of the converting	5283
entity and the office held or the capacity in which the	5284
representative is acting;	5285

(f) A statement that the declaration of conversion is	5286
authorized on behalf of the converting entity and that each person	5287
that signed the certificate on behalf of the converting entity is	5288
authorized to do so;	5289

(g) The name and the form of the converted entity and the	5290
state under the laws of which the converted entity will exist;	5291

(h) If the converted entity is a foreign entity that will not	5292
be licensed in this state, the name and address of the statutory	5293
agent upon whom any process, notice, or demand may be served.	5294

(2) In the case of a conversion into a new domestic	5295
corporation, limited liability company, limited partnership, or	5296
other partnership, any organizational document that would be filed	5297
upon the creation of the converted entity shall be filed with the	5298
certificate of conversion.	5299

(3) If the converted entity is a foreign entity that desires	5300
to transact business in this state, the certificate of conversion	5301
shall be accompanied by the information required by division	5302
(B)(7), (8), (9), or (10) of section 1775.46 of the Revised Code.	5303

(4) If a foreign or domestic corporation licensed to transact	5304
business in this state is the converting entity, the certificate	5305
of conversion shall be accompanied by the affidavits, receipts,	5306
certificates or other evidence required by division (H) of section	5307
1701.86 of the Revised Code with respect to a converting domestic	5308
corporation, or by the affidavits, receipts, certificates or other	5309
evidence required by division (C) or (D) of section 1703.17 of the	5310
Revised Code with respect to a foreign corporation.	5311

(C) If the converting entity or the converted entity is	5312
organized or formed under the laws of a state other than this	5313
state or under any chapter of the Revised Code other than this	5314
chapter, all documents required to be filed in connection with the	5315
conversion by the laws of that state or that chapter also shall be	5316
filed in the proper office.	5317

(D) Upon the filing of a certificate of conversion and other	5318
filings required by division (C) of this section, or at any later	5319
date that the certificate of conversion specifies, the conversion	5320
is effective, subject to the limitation that no conversion shall	5321
be effected if there are reasonable grounds to believe that the	5322
conversion would render the converted entity unable to pay its	5323
obligations as they become due in the usual course of its affairs.	5324

(E) The secretary of state shall furnish, upon request and	5325
payment of the fee specified in division (K)(2) of section 111.16	5326
of the Revised Code, the secretary of state's certificate setting	5327
forth all of the following:	5328

(1) The name and form of entity of the converting entity and	5329
the state under the laws of which it existed prior to the	5330
conversion;	5331

(2) The name and the form of entity of the converted entity	5332
and the state under the law of which it will exist;	5333

(3) The date of filing of the certificate of conversion with	5334
the secretary of state and the effective date of the conversion.	5335

(F) The certificate of the secretary of state, or a copy of	5336
the certificate of conversion certified by the secretary of state,	5337
may be filed for record in the office of the recorder of any	5338
county in this state and, if filed, shall be recorded in the	5339
records of deeds for that county. For the recording, the county	5340
recorder shall charge and collect the same fee as in the case of	5341
deeds.	5342

Sec. 1775.56. (A) Upon a conversion becoming effective, all	5343
of the following apply:	5344

(1) The converting entity is continued in the converted	5345
entity.	5346

(2) The converted entity exists, and the converting entity	5347
ceases to exist.	5348

(3) The converted entity possesses both of the following, and	5349
both of the following continue in the converted entity without any	5350
further act or deed:	5351

(a) Except to the extent limited by requirements of	5352
applicable law, both of the following:	5353

(i) All assets and property of every description of the	5354
converting entity and every interest in the assets and property of	5355
the converting entity, wherever the assets, property, and	5356
interests are located. Title to any real estate or any interest in	5357
real estate that was vested in the converting entity does not	5358
revert or in any way is impaired by reason of the conversion.	5359

(ii) The rights, privileges, immunities, powers, franchises,	5360
and authority, whether of a public or a private nature, of the	5361
converting entity.	5362

(b) All obligations belonging or due to the converting	5363
entity.	5364

(4) All the rights of creditors of the converting entity are	5365
preserved unimpaired, and all liens upon the property of the	5366
converting entity are preserved unimpaired. If a general partner	5367
of a converting partnership is not a general partner of the entity	5368
resulting from the conversion, then the former general partner has	5369
no liability for any obligation incurred after the conversion	5370
except to the extent that a former creditor of the converting	5371
partnership in which the former general partner was a general	5372
partner extends credit to the converted entity reasonably	5373
believing that the former general partner continues as a general	5374
partner of the converted entity.	5375

(B) If a general partner of a converting partnership is not a	5376
general partner of the entity resulting from the conversion, then	5377
unless that general partner agrees otherwise in writing, the	5378
general partner shall be indemnified by the converted entity	5379
against all present or future liabilities of the converting	5380
partnership of which the general partner was a general partner.	5381
Any amount payable pursuant to section 1775.50 of the Revised Code	5382
to a partner of the converting partnership in which that general	5383
partner was a partner is a present liability of the converting	5384
partnership.	5385

(C) In the case of a conversion into a foreign corporation,	5386
limited liability company, or partnership that is not licensed or	5387
registered to transact business in this state, if the converted	5388
entity intends to transact business in this state, and the	5389
certificate of conversion is accompanied by the information	5390
described in division (B)(4) of section 1775.47 of the Revised	5391
Code, then on the effective date of the conversion, the converted	5392
entity is considered to have complied with the requirements for	5393
procuring a license or for registration to transact business in	5394
this state as a foreign corporation, limited liability company,	5395
limited partnership, or limited liability partnership as the case	5396
may be. In such a case, a copy of the certificate of conversion	5397
certified by the secretary of state constitutes the license	5398
certificate prescribed for a foreign corporation or the	5399
application for registration prescribed for a foreign limited	5400
liability company, foreign limited partnership, or foreign limited	5401
liability partnership.	5402

(D) Any action to set aside any conversion on the ground that	5403
any section of the Revised Code applicable to the conversion has	5404
not been complied with shall be brought within ninety days after	5405
the effective date of the conversion or is forever barred.	5406

(E) In the case of a converting or converted entity organized	5407
or existing under the laws of any state other than this state,	5408
this section is subject to the laws of the state under which that	5409
entity exists or in which it has property.	5410

Sec. 1782.435.  (A) Unless otherwise provided in writing in	5411
the partnership agreement of a constituent domestic limited	5412
partnership, the following are entitled to relief as dissenting	5413
partners as provided in section 1782.436 of the Revised Code:	5414

(1) Partners of a domestic limited partnership that is being	5415
merged or consolidated into a surviving or new entity, domestic or	5416
foreign, pursuant to section 1782.431 or 1782.432 of the Revised	5417
Code;	5418

(2) In the case of a merger into a domestic limited	5419
partnership, partners of the surviving domestic limited	5420
partnership who under section 1782.431 of the Revised Code are	5421
entitled to vote or act on the adoption of an agreement or merger,	5422
but only as to the interests so entitling them to vote or act;	5423

(3) Partners of a domestic limited partnership that is being	5424
converted into a converted entity pursuant to section 1782.439 of	5425
the Revised Code.	5426

(B) Unless otherwise expressly agreed to in writing, a	5427
general partner of any constituent partnership shall be liable to	5428
the partners of the constituent partnership for any amount payable	5429
to them pursuant to section 1782.436 of the Revised Code as if the	5430
amount so payable were an existing liability of the constituent	5431
partnership at the time of the merger or consolidation.	5432

Sec. 1782.436.  (A) A partner of a domestic limited	5433
partnership is entitled to relief as a dissenting partner in	5434
respect of the proposals described in section 1782.435 of the	5435
Revised Code only in compliance with this section.	5436

(B) If the proposal of merger or, consolidation, or	5437
conversion is to be submitted to the partners at a meeting, the	5438
dissenting partner shall be a partner and a record holder of the	5439
partnership interests as to which hethe dissenting partner seeks	5440
relief as of the date fixed for the determination of partners	5441
entitled to notice of the meeting, and such interests shall not	5442
have been voted in favor of the proposal. Not later than ten days	5443
after the date on which the vote on the proposal was taken at the	5444
meeting of the partners, the dissenting partner shall deliver to	5445
the limited partnership a written demand for payment to himthe	5446
dissenting partner of the fair cash value of the interests as to	5447
which hethe dissenting partner seeks relief that states histhe	5448
dissenting partner's address, the number and class of those	5449
interests, and the amount claimed by himthe dissenting partner as	5450
the fair cash value of the interests.	5451

(C) If the proposal of merger or, consolidation, or	5452
conversion is to be submitted to the partners for their written	5453
approval or other action without meeting, the dissenting partner	5454
shall be a partner and a record holder of the interests of the	5455
partnership as to which hethe dissenting partner seeks relief as	5456
of the date suchthe writing was sent to the partners entitled to	5457
act or otherwise approve the proposal, and the dissenting partner	5458
shall not have indicated his approval of the proposal in histhe	5459
dissenting partner's capacity as a holder of such interests. Not	5460
later than fifteen days after the date on which request for	5461
approval of the proposal was mailed to the partners, the	5462
dissenting partner shall deliver to the partnership a written	5463
demand for payment to himthe dissenting partner of the fair cash	5464
value of the interests as to which hethe dissenting partner seeks	5465
relief, which demand shall state histhe dissenting partner's	5466
address, the number and class of such interests, and the amount	5467
claimed by himthe dissenting partner as the fair cash value of	5468
those interests.	5469

(D) In the case of a merger or consolidation, a demand served	5470
on the constituent domestic limited partnership involved	5471
constitutes service on the surviving entity or the new entity,	5472
whether the demand is served before, on, or after the effective	5473
date of the merger or consolidation. In the case of a conversion,	5474
a demand served on the converting domestic limited partnership	5475
constitutes service on the converted entity, whether the demand is	5476
served before, on, or after the effective date of the conversion.	5477

(E) If the interests as to which a dissenting partner seeks	5478
relief are represented by certificates and if the domestic limited	5479
partnership sends to the dissenting partner, at the address	5480
specified in histhe dissenting partner's demand, a request for	5481
certificates representing the interests as to which hethe	5482
dissenting partner seeks relief, the dissenting partner, within	5483
fifteen days from the date on which the request was sent, shall	5484
deliver to the limited partnership the certificates requested so	5485
that the limited partnership may endorse on them a legend to the	5486
effect that a demand for the fair cash value of such interests has	5487
been made. The limited partnership promptly shall return the	5488
endorsed certificates to the dissenting partner. The failure of a	5489
dissenting partner to deliver such certificates terminates his	5490
rights as a dissenting partner, at the option of the limited	5491
partnership, exercised by written notice sent to the dissenting	5492
partner within twenty days after the lapse of the fifteen-day	5493
period, unless a court for good cause shown otherwise directs. If	5494
interests represented by a certificate on which such a legend has	5495
been endorsed are transferred, each new certificate issued for	5496
them shall bear a similar legend, together with the name of the	5497
original dissenting holder of such interests. Upon receiving a	5498
demand for payment from a dissenting partner who is a record	5499
holder of uncertificated interests, the limited partnership shall	5500
make an appropriate notation of the demand for payment in its	5501
records. If uncertificated interests for which payment has been	5502
demanded are to be transferred, any writing sent to evidence the	5503
transfer shall bear the legend required for certificated	5504
securities as provided in this division. A transferee of the	5505
interests receiving a certificate so endorsed, or of	5506
uncertificated securities where such a notation has been made,	5507
acquires only such rights in the limited partnership as the	5508
original partner holding such interests had immediately after the	5509
service of a demand for payment of the fair cash value of the	5510
interests. A request under this division by the limited	5511
partnership is not an admission by it that the holder of the	5512
interest is entitled to relief under this section.	5513

(F) Unless the partnership agreement of the constituent	5514
domestic limited partnership in which the dissenting partner was a	5515
partner provides a reasonable basis for determining and paying the	5516
fair cash value of the interests as to which the dissenting	5517
partner seeks relief or unless the limited partnership and the	5518
dissenting partner have come to an agreement on the fair cash	5519
value of the interests as to which the dissenting partner seeks	5520
relief, the dissenting partner or the limited partnership, which	5521
in the case of a merger or consolidation may be the surviving or	5522
new entity, or in the case of a conversion is the converted	5523
entity, within three months after the service of the demand by the	5524
dissenting partner, may file a complaint under section 1782.437 of	5525
the Revised Code. The complaint shall be filed in the court of	5526
common pleas of the county in which the principal office of the	5527
limited partnership that issued the interests is located or was	5528
located when the proposal was adopted by the partners of the	5529
limited partnership. Other dissenting partners, within that	5530
three-month period, may join as plaintiffs or may be joined as	5531
defendants in any such proceeding, and any two or more such	5532
proceedings may be consolidated.	5533

(G) The right and obligation of a dissenting partner to	5534
receive such fair cash value and to sell such interests as to	5535
which hethe dissenting partner seeks relief and the right and	5536
obligation of the domestic limited partnership to purchase such	5537
interests and to pay the fair cash value of them terminate if any	5538
of the following applies:	5539

(1) The dissenting partner has not complied with this	5540
section, unless the limited partnership waives such failure.	5541

(2) The limited partnership abandons the merger or,	5542
consolidation, or conversion or is finally enjoined or prevented	5543
from carrying it out, or the partners rescind their adoption or	5544
approval of the merger or, consolidation, or conversion.	5545

(3) The dissenting partner withdraws histhe dissenting	5546
partner's demand, with the consent of the limited partnership.	5547

(4) All of the following apply:

5548

(a) The partnership agreement of the constituent domestic	5549
limited partnership in which the dissenting partner was a partner	5550
does not provide a reasonable basis for determining and paying the	5551
dissenting partner the fair cash value of histhe dissenting	5552
partner's interest.	5553

(b) The limited partnership and the dissenting partner have	5554
not agreed upon the fair cash value of the interest.	5555

(c) Neither the dissenting partner nor the limited	5556
partnership has filed or joined in a complaint under division (F)	5557
of this section within the period provided in that division.	5558

(H) Unless otherwise provided in the partnership agreement of	5559
the constituent domestic limited partnership in which the	5560
dissenting partner was a partner, from the time the dissenting	5561
partner gives the demand until either the termination of the	5562
rights and obligations arising from it or the purchase of the	5563
interests by the limited partnership, all other rights accruing	5564
from such interests, including voting or distribution rights, are	5565
suspended. If, during the suspension, any distribution is paid in	5566
money upon interests of sucha class or any dividend,	5567
distribution, or interest is paid in money upon any securities	5568
issued in extinguishment of, or in substitution for, such	5569
interest, an amount equal to the dividend, distribution, or	5570
interest that, except for the suspension, would have been payable	5571
upon such interests or securities shall be paid to the holder of	5572
record as a credit upon the fair cash value of the interests. If	5573
the right to receive fair cash value is terminated other than by	5574
the purchase of the interests by the limited partnership, all	5575
rights of the dissenting partner shall be restored and all	5576
distributions that, except for the suspension, would have been	5577
made shall be made to the holder of record of the interests at the	5578
time of termination.	5579

Sec. 1782.437.  (A) When authorized by division (F) of	5580
section 1782.436 of the Revised Code, a dissenting partner or	5581
limited partnership may file a complaint under this section	5582
demanding the relief described in this section. A complaint filed	5583
under this section shall contain a brief statement of the facts,	5584
including the vote or action by the partners and the facts	5585
entitling the dissenting partner to the relief demanded. No answer	5586
to such a complaint is required. Upon the filing of such a	5587
complaint, the court, on motion of the petitioner, shall enter an	5588
order fixing a date for a hearing on the complaint and requiring	5589
that a copy of the complaint and a notice of the filing and of the	5590
date for the hearing be given to the respondent or defendant in	5591
the manner in which summons is required to be served or	5592
substituted service is required to be made in other cases. On the	5593
date fixed for the hearing on the complaint or any adjournment of	5594
it, the court shall determine from the complaint and from such	5595
evidence as is submitted by either party whether the dissenting	5596
partner is entitled to be paid the fair cash value of any	5597
interests and, if so, the number and class of such interests. If	5598
the court finds that the dissenting partner is so entitled, it may	5599
appoint one or more persons as appraisers to receive evidence and	5600
to recommend a decision on the amount of the fair cash value. The	5601
appraisers have such power and authority as is specified in the	5602
order of their appointment. The court thereupon shall make a	5603
finding as to the fair cash value of the interests and shall	5604
render judgment against the limited partnership for the payment of	5605
it, with interest at sucha rate and from sucha date as the court	5606
considers equitable. The costs of the proceeding, including	5607
reasonable compensation to the appraisers to be fixed by the	5608
court, shall be assessed or apportioned as the court considers	5609
equitable. The proceeding is a special proceeding and final orders	5610
in it may be vacated, modified, or reversed on appeal pursuant to	5611
the Rules of Appellate Procedure and, to the extent not in	5612
conflict with those rules, Chapter 2505. of the Revised Code. If,	5613
during the pendency of any proceeding under this section, a suit	5614
or proceeding is or has been instituted to enjoin or otherwise to	5615
prevent the carrying out of the action as to which the partner has	5616
dissented, the proceeding instituted under this section shall be	5617
stayed until the final determination of the other suit or	5618
proceeding. Unless any provision of division (G) of section	5619
1782.436 of the Revised Code is applicable, the fair cash value of	5620
the interests that is agreed upon by the parties or fixed under	5621
this section shall be paid within thirty days after the date of	5622
final determination of such value under this division or the	5623
consummation of the merger or, consolidation, or conversion,	5624
whichever occurs last. Upon the occurrence of the last such event,	5625
payment shall be made immediately to a holder of uncertificated	5626
securities entitled to such payment. In the case of holders of	5627
interests represented by certificates, payment shall be made only	5628
upon and simultaneously with the surrender to the domestic limited	5629
partnership of the certificates representing the interests for	5630
which the payment is made.	5631

(B) If the proposal was submitted to the partners of the	5632
limited partnership for a vote at a meeting, fair cash value as to	5633
those partners shall be determined as of the day before the day on	5634
which the vote by the partners was taken. If the proposal was	5635
submitted to the partners for written approval or other action,	5636
fair cash value as to those partners shall be determined as of the	5637
day before the day on which the request for the approval or action	5638
was sent. The fair cash value of an interest for purposes of this	5639
section is the amount that a willing seller who is under no	5640
compulsion to sell would be willing to accept and that a willing	5641
buyer who is under no compulsion to purchase would be willing to	5642
pay, but the fair cash value paid to any partner shall not exceed	5643
the amount specified in the demand of that partner. In computing	5644
such fair cash value, any appreciation or depreciation in market	5645
value resulting from the merger or, consolidation, or conversion	5646
shall be excluded.	5647

Sec. 1782.438. (A) Subject to division (B)(2) of this	5648
section, pursuant to a written declaration of conversion as	5649
provided in this section, a domestic or foreign entity other than	5650
a domestic limited partnership may be converted into a domestic	5651
limited partnership. The conversion also must be permitted by the	5652
chapter of the Revised Code or by the laws under which the	5653
converting entity exists.	5654

(B)(1) The written declaration of conversion shall set forth	5655
all of the following:	5656

(a) The name and form of entity that is being converted, the	5657
name of the entity into which the entity will be converted, and	5658
the jurisdiction of formation of the converting entity;	5659

(b) The certificate of limited partnership of the converted	5660
limited partnership;	5661

(c) The partnership agreement of the converted domestic	5662
limited partnership or a provision that the written agreement of	5663
the converting entity, a copy of which shall be attached to the	5664
declaration of conversion, with any amendments that are set forth	5665
in the declaration of conversion, is the agreement of the	5666
converted domestic limited partnership;	5667

(d) The general partners of the converted domestic limited	5668
partnership;	5669

(e) All statements and matters required to be set forth in an	5670
instrument of conversion by the laws under which the converting	5671
entity exists;	5672

(f) The terms of the conversion; the mode of carrying them	5673
into effect; and the manner and basis of converting the interests	5674
or shares of the converting entity into, or substituting the	5675
interests or shares in the converting entity for, interests,	5676
evidences of indebtedness, other securities, cash, rights, or any	5677
other property or any combination of interests, evidences of	5678
indebtedness, other securities, cash, rights, or any other	5679
property of the converted limited partnership.	5680

(2) No conversion or substitution described in this section	5681
shall be effected if there are reasonable grounds to believe that	5682
the conversion or substitution would render the converted limited	5683
partnership unable to pay its obligations as they become due in	5684
the usual course of its affairs.	5685

(C) The written declaration of conversion may set forth any	5686
of the following:	5687

(1) The effective date of the conversion, which date may be	5688
on or after the date of the filing of the certificate of	5689
conversion pursuant to section 1782.4310 of the Revised Code;	5690

(2) A provision authorizing the converting entity to abandon	5691
the proposed conversion by action of authorized representatives of	5692
the converting entity taken prior to the filing of the certificate	5693
of conversion pursuant to section 1782.4310 of the Revised Code;	5694

(3) A statement of, or a statement of the method to be used	5695
to determine, the fair value of the assets owned by the converting	5696
entity at the time of the conversion;	5697

(4) The parties to the declaration of conversion in addition	5698
to the converting entity;	5699

(5) Any additional provision necessary or desirable with	5700
respect to the proposed conversion or the converted entity.	5701

(D) At any time before the filing of the certificate of	5702
conversion pursuant to section 1782.4310 of the Revised Code, the	5703
conversion may be abandoned by any representatives authorized to	5704
do so by the declaration of conversion, or by the same vote as was	5705
required to adopt the declaration of conversion.	5706

(E) Each person that will be a general partner of the	5707
domestic limited partnership that is the converted entity	5708
specifically shall agree in writing to be a general partner in the	5709
domestic limited partnership that is the converted entity.	5710

Sec. 1782.439. (A) Subject to division (B)(2) of this	5711
section, pursuant to a written declaration of conversion as	5712
provided in this section, a domestic limited partnership may be	5713
converted into a domestic or foreign entity other than a domestic	5714
limited partnership. The conversion also must be permitted by the	5715
chapter of the Revised Code or by the laws under which the	5716
converted entity will exist.	5717

(B)(1) The written declaration of conversion shall set forth	5718
all of the following:	5719

(a) The name and form of entity that is being converted, the	5720
name of the entity into which the entity will be converted, the	5721
form of the converted entity, and the jurisdiction of formation of	5722
the converted entity;	5723

(b) If the converted entity is a domestic entity, the	5724
complete terms of all documents required under the applicable	5725
chapter of the Revised Code to form the converted entity;	5726

(c) If the converted entity is a foreign entity, all of the	5727
following:	5728

(i) The complete terms of all documents required under the	5729
law of its formation to form the converted entity;	5730

(ii) The consent of the converted entity to be sued and	5731
served with process in this state, and the irrevocable appointment	5732
of the secretary of state as the agent of the converted entity to	5733
accept service of process in this state to enforce against the	5734
converted entity any obligation of the converting limited	5735
partnership or to enforce the rights of a dissenting limited	5736
partner of the converting limited partnership;	5737

(iii) If the converted entity desires to transact business in	5738
this state, the information required to qualify or be licensed	5739
under the applicable chapter of the Revised Code;	5740

(d) All other statements and matters required to be set forth	5741
in the declaration of conversion by the applicable chapter of the	5742
Revised Code if the converted entity is a domestic entity, or by	5743
the laws under which the converted entity will be formed, if the	5744
converted entity is a foreign entity.	5745

(e) The terms of the conversion; the mode of carrying them	5746
into effect; and the manner and basis of converting the interests	5747
or shares of the converting limited partnership into, or	5748
substituting the interests in the converting partnership for,	5749
interests, evidences of indebtedness, other securities, cash,	5750
rights, or any other property or any combination of interests,	5751
evidences of indebtedness, other securities, cash, rights, or any	5752
other property of the converted entity.	5753

(2) No conversion or substitution described in this section	5754
shall be effected if there are reasonable grounds to believe that	5755
the conversion or substitution would render the converted entity	5756
unable to pay its obligations as they become due in the usual	5757
course of its affairs.	5758

(C) The written declaration of conversion may set forth any	5759
of the following:	5760

(1) The effective date of the conversion, which date may be	5761
on or after the date of the filing of the certificate of	5762
conversion pursuant to section 1782.4310 of the Revised Code;	5763

(2) A provision authorizing the converting limited	5764
partnership to abandon the proposed conversion by action of the	5765
general partners of the converting limited partnership taken prior	5766
to the filing of the certificate of conversion pursuant to section	5767
1782.4310 of the Revised Code;	5768

(3) A statement of, or a statement of the method to be used	5769
to determine, the fair value of the assets owned by the converting	5770
limited partnership at the time of the conversion;	5771

(4) The parties to the declaration of conversion in addition	5772
to the converting entity;	5773

(5) Any additional provision necessary or desirable with	5774
respect to the proposed conversion or the converted entity.	5775

(D) The general partners of the converting domestic limited	5776
partnership and, unless otherwise provided in writing in the	5777
agreement of limited partnership, the limited partners of the	5778
converting domestic limited partnership must adopt the declaration	5779
of conversion in order to effect the conversion. Notwithstanding	5780
that the limited partners of a converting domestic limited	5781
partnership are not required to vote on a conversion, the	5782
declaration of conversion also must be adopted by the limited	5783
partners if the declaration of conversion makes any change to the	5784
partnership agreement then in effect or to the documents governing	5785
the organization of the converted entity, or authorizes any action	5786
that, if it were made or authorized apart from the conversion,	5787
would require such approval or adoption.	5788

(E)(1) All partners, whether or not they are entitled to vote	5789
or act, shall be given written notice of any meeting of limited	5790
partners of a converting domestic limited partnership or of any	5791
proposed action by limited partners of a converting domestic	5792
limited partnership, which meeting or action is to adopt a	5793
declaration of conversion. The notice shall be given to the	5794
partners either as provided in writing in the limited partnership	5795
agreement or by mail at the partners' addresses as they appear on	5796
the records of the limited partnership, or in person. Unless the	5797
limited partnership agreement provides a shorter or longer period,	5798
notice shall be given not less than seven and not more than sixty	5799
days before the meeting or the effective date of the action.	5800

(2) The notice described in division (E)(1) of this section	5801
shall be accompanied by a copy or a summary of the material	5802
provisions of the declaration of conversion.	5803

(F) The unanimous vote or action of the general partners, or	5804
a different number or proportion as provided in writing in the	5805
partnership agreement, is required to adopt a declaration of	5806
conversion.	5807

If the declaration of conversion would have an effect or	5808
authorize any action that under any applicable provision of law or	5809
the partnership agreement could be effected or authorized only by	5810
or pursuant to a specified vote or action of the partners, or of	5811
any class or group of partners, the declaration of conversion also	5812
must be adopted or approved by the same vote or action as would be	5813
required to effect that change or authorize that action.	5814

(G) Each person that will continue to be or that will become	5815
a general partner of a partnership that is a converted entity in a	5816
conversion specifically shall agree to continue or to become, as	5817
the case may be, a general partner of the partnership that is the	5818
converted entity.	5819

(H)(1) At any time before the filing of the certificate of	5820
conversion pursuant to section 1782.4310 of the Revised Code, the	5821
conversion may be abandoned by all of the general partners of the	5822
converting limited partnership or by any representatives	5823
authorized to do so by the declaration of conversion, or by the	5824
same vote as was required to adopt the declaration of conversion.	5825

(2) The declaration of conversion may contain a provision	5826
authorizing less than all of the general partners to amend the	5827
declaration of conversion at any time before the filing of the	5828
certificate of conversion, except that, after the adoption of the	5829
declaration of conversion by the general partners, less than all	5830
the general partners are not authorized to amend the declaration	5831
of conversion to do any of the following:	5832

(a) Alter or change the amount or kind of interests, shares,	5833
evidences of indebtedness, other securities, cash rights, or any	5834
other property to be received by the partners of the converting	5835
limited partnership in conversion of, or substitution for, their	5836
interests;	5837

(b) Alter or change any term of the organizational documents	5838
of the converted entity except for alterations or changes that are	5839
adopted with the vote or action of the persons the vote or action	5840
of which would be required for the alteration or change after the	5841
conversion;	5842

(c) Alter or change any other terms and conditions of the	5843
declaration of conversion if any of the alterations or changes,	5844
alone or in the aggregate, materially and adversely would affect	5845
the partners or any class or group of partners of the converting	5846
partnership.	5847

Sec. 1782.4310. (A) Upon the adoption of a declaration of	5848
conversion pursuant to section 1782.438 or 1782.439 of the Revised	5849
Code, or at a later time as authorized by the declaration of	5850
conversion, a certificate of conversion that is signed by an	5851
authorized representative of the converting entity shall be filed	5852
with the secretary of state. The certificate shall be on a form	5853
prescribed by the secretary of state and shall set forth only the	5854
information required by this section.	5855

(B)(1) The certificate of conversion shall set forth all of	5856
the following:	5857

(a) The name and the form of entity of the converting entity	5858
and the state under the laws of which the converting entity	5859
exists;	5860

(b) A statement that the converting entity has complied with	5861
all of the laws under which it exists and that those laws permit	5862
the conversion;	5863

(c) The name and mailing address of the person or entity that	5864
is to provide a copy of the declaration of conversion in response	5865
to any written request made by a shareholder, partner, or member	5866
of the converting entity;	5867

(d) The effective date of the conversion, which date may be	5868
on or after the date of the filing of the certificate pursuant to	5869
this section;	5870

(e) The signature of the representative or representatives	5871
authorized to sign the certificate on behalf of the converting	5872
entity and the office held or the capacity in which the	5873
representative is acting;	5874

(f) A statement that the declaration of conversion is	5875
authorized on behalf of the converting entity and that each person	5876
that signed the certificate on behalf of the converting entity is	5877
authorized to do so;	5878

(g) The name and the form of the converted entity and the	5879
state under the laws of which the converted entity will exist;	5880

(h) If the converted entity is a foreign entity that will not	5881
be licensed in this state, the name and address of the statutory	5882
agent upon whom any process, notice, or demand may be served.	5883

(2) In the case of a conversion into a new domestic	5884
corporation, limited liability company, or partnership, any	5885
organizational document that would be filed upon the creation of	5886
the converted entity shall be filed with the certificate of	5887
conversion.	5888

(3) If the converted entity is a foreign entity that desires	5889
to transact business in this state, the certificate of conversion	5890
shall be accompanied by the information required by division	5891
(B)(7), (8), or (9) of section 1782.432 of the Revised Code.	5892

(4) If a foreign or domestic corporation licensed to transact	5893
business in this state is the converting entity, the certificate	5894
of conversion shall be accompanied by the affidavits, receipts,	5895
certificates, or other evidence required by division (H) of	5896
section 1701.86 of the Revised Code with respect to a converting	5897
domestic corporation, or by the affidavits, receipts,	5898
certificates, or other evidence required by division (C) or (D) of	5899
section 1703.17 of the Revised Code with respect to a foreign	5900
corporation.	5901

(C) If the converting entity or the converted entity is	5902
organized or formed under the laws of a state other than this	5903
state or under any chapter of the Revised Code other than this	5904
chapter, all documents required to be filed in connection with the	5905
conversion by the laws of that state or that chapter shall be	5906
filed in the proper office.	5907

(D) Upon the filing of a certificate of conversion and other	5908
filings required by division (C) of this section, or at any later	5909
date that the certificate of conversion specifies, the conversion	5910
is effective, subject to the limitation that no conversion shall	5911
be effected if there are reasonable grounds to believe that the	5912
conversion would render the converted entity unable to pay its	5913
obligations as they become due in the usual course of its affairs.	5914

(E) The secretary of state shall furnish, upon request and	5915
payment of the fee specified in division (K)(2) of section 111.16	5916
of the Revised Code, the secretary of state's certificate setting	5917
forth all of the following:	5918

(1) The name and form of entity of the converting entity and	5919
the state under the laws of which it existed prior to the	5920
conversion;	5921

(2) The name and the form of entity of the converted entity	5922
and the state under the law of which it will exist;	5923

(3) The date of filing of the certificate of conversion with	5924
the secretary of state and the effective date of the conversion.	5925

(F) The certificate of the secretary of state, or a copy of	5926
the certificate of conversion certified by the secretary of state,	5927
may be filed for record in the office of the recorder of any	5928
county in this state and, if filed, shall be recorded in the	5929
records of deeds for that county. For the recording, the county	5930
recorder shall charge and collect the same fee as in the case of	5931
deeds.	5932

Sec. 1782.4311. (A) Upon a conversion becoming effective, all	5933
of the following apply:	5934

(1) The converting entity is continued in the converted	5935
entity.	5936

(2) The converted entity exists, and the converting entity	5937
ceases to exist.	5938

(3) The converted entity possesses both of the following, and	5939
both of the following continue in the converted entity without any	5940
further act or deed:	5941

(a) Except to the extent limited by requirements of	5942
applicable law, both of the following:	5943

(i) All assets and property of every description of the	5944
converting entity and every interest in the assets and property of	5945
the converting entity, wherever the assets, property, and	5946
interests are located. Title to any real estate or any interest in	5947
real estate that was vested in the converting entity does not	5948
revert or in any way is impaired by reason of the conversion.	5949

(ii) The rights, privileges, immunities, powers, franchises,	5950
and authority, whether of a public or a private nature, of the	5951
converting entity.	5952

(b) All obligations belonging or due to the converting	5953
entity.	5954

(4) All the rights of creditors of the converting entity are	5955
preserved unimpaired, and all liens upon the property of the	5956
converting entity are preserved unimpaired. If a general partner	5957
of a converting partnership is not a general partner of the entity	5958
resulting from the conversion, then the former general partner has	5959
no liability for any obligation incurred after the conversion	5960
except to the extent that a former creditor of the converting	5961
partnership in which the former general partner was a general	5962
partner extends credit to the converted entity reasonably	5963
believing that the former general partner continues as a general	5964
partner of the converted entity.	5965

(B) If a general partner of a converting limited partnership	5966
is not a general partner of the entity resulting from the	5967
conversion, then, unless that general partner agrees otherwise in	5968
writing, the general partner shall be indemnified by the converted	5969
entity against all present or future liabilities of the converting	5970
limited partnership of which the general partner was a general	5971
partner. Any amount payable pursuant to section 1782.435 of the	5972
Revised Code to a partner of the converting partnership in which	5973
that general partner was a partner is a present liability of the	5974
converted partnership.	5975

(C) In the case of a conversion into a foreign corporation,	5976
limited liability company, or partnership that is not licensed or	5977
registered to transact business in this state, if the converted	5978
entity intends to transact business in this state, and the	5979
certificate of conversion is accompanied by the information	5980
described in division (B)(4) of section 1782.433 of the Revised	5981
Code, then on the effective date of the conversion, the converted	5982
entity is considered to have complied with the requirements for	5983
procuring a license or for registration to transact business in	5984
this state as a foreign corporation, limited liability company,	5985
limited partnership, or limited liability partnership as the case	5986
may be. In such a case, a copy of the certificate of conversion	5987
certified by the secretary of state constitutes the license	5988
certificate prescribed for a foreign corporation or the	5989
application for registration prescribed for a foreign limited	5990
liability company, foreign limited partnership, or foreign limited	5991
liability partnership.	5992

(D) Any action to set aside any conversion on the ground that	5993
any section of the Revised Code applicable to the conversion has	5994
not been complied with shall be brought within ninety days after	5995
the effective date of the conversion or is forever barred.	5996

(E) In the case of a converting or converted entity organized	5997
or existing under the laws of any state other than this state,	5998
this section is subject to the laws of the state under which that	5999
entity exists or in which it has property.	6000

Sec. 1782.65. (A) Absent an express agreement to the	6001
contrary, a person providing goods to or performing services for a	6002
domestic or foreign limited partnership owes no duty to, incurs no	6003
liability or obligation to, and is not in privity with the general	6004
partners, limited partners, or creditors of the limited	6005
partnership by reason of providing goods to or performing services	6006
for the limited partnership.	6007

(B) Absent an express agreement to the contrary, a person	6008
providing goods to or performing services for a general or limited	6009
partner or a group of general or limited partners of a limited	6010
domestic or foreign limited partnership owes no duty to, incurs no	6011
liability or obligation to, and is not in privity with the limited	6012
partnership, any other general or limited partners of the limited	6013
partnership, or the creditors of the limited partnership by reason	6014
of providing goods to or performing services for the general or	6015
limited partner or group of general or limited partners.	6016

Section 2. That existing sections 111.16, 1701.01, 1701.10,	6017
1701.11, 1701.17, 1701.18, 1701.19, 1701.40, 1701.41, 1701.44,	6018
1701.51, 1701.54, 1701.57, 1701.58, 1701.62, 1701.63, 1701.73,	6019
1701.75, 1701.76, 1701.81, 1701.831, 1701.84, 1701.85, 1701.92,	6020
1704.02, 1704.03, 1705.09, 1705.19, 1705.40, 1705.41, 1705.42,	6021
1707.01, 1707.041, 1707.20, 1707.44, 1775.01, 1775.05, 1775.14,	6022
1775.45, 1775.46, 1775.47, 1775.48, 1775.49, 1775.50, 1775.51,	6023
1775.52, 1782.435, 1782.436, and 1782.437 of the Revised Code are	6024
hereby repealed.	6025

Section 3. Section 111.16 of the Revised Code, as amended by	6026
this act, shall take effect on the one hundred eightieth day after	6027
the effective date of this act.	6028