As Passed by the Senate

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 

Senators Goodman, Miller, D., Padgett, Roberts, Stivers, Zurz, Kearney, Fedor 

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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 1701.811, division (E)	152
of section 1705.38, division (E) of section 1705.381, division (D)	153
of section 1702.43, division (E) of section 1775.47, ordivision	154
(E) of section 1775.55, division (E) of section 1782.433, or	155
division (E) of section 1782.4310 of the Revised Code, twenty-five	156
dollars.	157

(L) For a minister's license to solemnize marriages, ten	158
dollars;	159

(M) For examining documents to be filed at a later date for	160
the purpose of advising as to the acceptability of the proposed	161
filing, fifty dollars;	162

(N) Fifty dollars for filing and recording any of the	163
following:	164

(1) A certificate of dissolution and accompanying documents,	165
or a certificate of cancellation, under section 1701.86, 1702.47,	166
1705.43, or 1782.10 of the Revised Code;	167

(2) A notice of dissolution of a foreign licensed corporation	168
or a certificate of surrender of license by a foreign licensed	169
corporation under section 1703.17 of the Revised Code;	170

(3) The withdrawal of registration of a foreign or domestic	171
limited liability partnership under section 1775.61 or 1775.64 of	172
the Revised Code, or the certificate of cancellation of	173
registration of a foreign limited liability company under section	174
1705.57 of the Revised Code;	175

(4) The filing of a cancellation of disclaimer of general	176
partner status under Chapter 1782. of the Revised Code.	177

(O) For filing a statement of continued existence by a	178
nonprofit corporation, twenty-five dollars;	179

(P) For filing a restatement under section 1705.08 or 1782.09	180
of the Revised Code, an amendment to a certificate of cancellation	181
under section 1782.10 of the Revised Code, an amendment under	182
section 1705.08 or 1782.09 of the Revised Code, or a correction	183
under section 1705.55, 1775.61, 1775.64, or 1782.52 of the Revised	184
Code, fifty dollars;	185

(Q) For filing for reinstatement of an entity cancelled by	186
operation of law, by the secretary of state, by order of the	187
department of taxation, or by order of a court, twenty-five	188
dollars;	189

(R) For filing a change of agent, resignation of agent, or	190
change of agent's address under section 1701.07, 1702.06,	191
1703.041, 1703.27, 1705.06, 1705.55, 1746.04, 1747.03, or 1782.04	192
of the Revised Code, twenty-five dollars;	193

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

194

(1) An application for the exclusive right to use a name or	195
an application to reserve a name for future use under section	196
1701.05, 1702.05, 1703.31, 1705.05, or 1746.06 of the Revised	197
Code, fifty dollars;	198

(2) A trade name or fictitious name registration or report,	199
fifty dollars;	200

(3) An application to renew any item covered by division	201
(S)(1) or (2) of this section that is permitted to be renewed,	202
twenty-five dollars;	203

(4) An assignment of rights for use of a name covered by	204
division (S)(1), (2), or (3) of this section, the cancellation of	205
a name registration or name reservation that is so covered, or	206
notice of a change of address of the registrant of a name that is	207
so covered, twenty-five dollars.	208

(T) For filing and recording a report to operate a business	209
trust or a real estate investment trust, either foreign or	210
domestic, one hundred twenty-five dollars; and for filing and	211
recording an amendment to a report or associated trust instrument,	212
or a surrender of authority, to operate a business trust or real	213
estate investment trust, fifty dollars;	214

(U)(1) For filing and recording the registration of a	215
trademark, service mark, or mark of ownership, one hundred	216
twenty-five dollars;	217

(2) For filing and recording the change of address of a	218
registrant, the assignment of rights to a registration, a renewal	219
of a registration, or the cancellation of a registration	220
associated with a trademark, service mark, or mark of ownership,	221
twenty-five dollars.	222

(V) For filing a service of process with the secretary of	223
state, five dollars, except as otherwise provided in any section	224
of the Revised Code.	225

Fees specified in this section may be paid by cash, check, or	226
money order, by credit card in accordance with section 113.40 of	227
the Revised Code, or by an alternative payment program in	228
accordance with division (B) of section 111.18 of the Revised	229
Code. Any credit card number or the expiration date of any credit	230
card is not subject to disclosure under Chapter 149. of the	231
Revised Code.	232

Sec. 1701.01.  As used in sections 1701.01 to 1701.98 of the	233
Revised Code, unless the context otherwise requires:	234

(A) "Corporation" or "domestic corporation" means a	235
corporation for profit formed under the laws of this state.	236

(B) "Foreign corporation" means a corporation for profit	237
formed under the laws of another state, and "foreign entity" means	238
an entity formed under the laws of another state.	239

(C) "State" means the United States; any state, territory,	240
insular possession, or other political subdivision of the United	241
States, including the District of Columbia; any foreign country or	242
nation; and any province, territory, or other political	243
subdivision of such foreign country or nation.	244

(D) "Articles" includes original articles of incorporation,	245
certificates of reorganization, amended articles, and amendments	246
to any of these, and, in the case of a corporation created before	247
September 1, 1851, the special charter and any amendments to it	248
made by special act of the general assembly or pursuant to general	249
law.	250

(E) "Incorporator" means a person who signed the original	251
articles of incorporation.	252

(F) "Shareholder" means a person whose name appears on the	253
books of the corporation as the owner of shares of suchthe	254
corporation. Unless the articles, the regulations adopted by the	255
shareholders, the regulations adopted by the directors pursuant to	256
division (A)(1) of section 1701.10 of the Revised Code, or the	257
contract of subscription otherwise provides, "shareholder"	258
includes a subscriber to shares, whether the subscription is	259
received by the incorporators or pursuant to authorization by the	260
directors, and such shares shall be deemed to be outstanding	261
shares.	262

(G) "Person" includes, without limitation, a natural person,	263
a corporation, whether nonprofit or for profit, a partnership, a	264
limited liability company, an unincorporated society or	265
association, and two or more persons having a joint or common	266
interest.	267

(H) The location of the "principal office" of a corporation	268
is the place named as the principal office in its articles.	269

(I) The "express terms" of shares of a class are the	270
statements expressed in the articles with respect to such shares.	271

(J) Shares of a class are "junior" to shares of another class	272
when any of their dividend or distribution rights are subordinate	273
to, or dependent or contingent upon, any right of, or dividend on,	274
or distribution to, shares of such other class.	275

(K) "Treasury shares" means shares belonging to the	276
corporation and not retired that have been either issued and	277
thereafter acquired by the corporation or paid as a dividend or	278
distribution in shares of the corporation on treasury shares of	279
the same class; such shares shall be deemed to be issued, but they	280
shall not be considered as an asset or a liability of the	281
corporation, or as outstanding for dividend or distribution,	282
quorum, voting, or other purposes, except, when authorized by the	283
directors, for dividends or distributions in authorized but	284
unissued shares of the corporation of the same class.	285

(L) To "retire" a share means to restore it to the status of	286
an authorized but unissued share.	287

(M) "Redemption price of shares" means the amount required by	288
the articles to be paid on redemption of shares.	289

(N) "Liquidation price" means the amount or portion of assets	290
required by the articles to be distributed to the holders of	291
shares of any class upon dissolution, liquidation, merger, or	292
consolidation of the corporation, or upon sale of all or	293
substantially all of its assets.	294

(O) "Insolvent" means that the corporation is unable to pay	295
its obligations as they become due in the usual course of its	296
affairs.	297

(P) "Parent corporation" or "parent" means a domestic or	298
foreign corporation that owns and holds of record shares of	299
another corporation, domestic or foreign, entitling the holder of	300
the shares at the time to exercise a majority of the voting power	301
in the election of the directors of the other corporation without	302
regard to voting power that may thereafter exist upon a default,	303
failure, or other contingency; "subsidiary corporation" or	304
"subsidiary" means a domestic or foreign corporation of which	305
another corporation, domestic or foreign, is the parent.	306

(Q) "Combination" means a transaction, other than a merger or	307
consolidation, wherein either of the following applies:	308

(1) Voting shares of a domestic corporation are issued or	309
transferred in consideration in whole or in part for the transfer	310
to itself or to one or more of its subsidiaries, domestic or	311
foreign, of all or substantially all the assets of one or more	312
corporations, domestic or foreign, with or without good will or	313
the assumption of liabilities;	314

(2) Voting shares of a foreign parent corporation are issued	315
or transferred in consideration in whole or in part for the	316
transfer of such assets to one or more of its domestic	317
subsidiaries.	318

"Transferee corporation" in a combination means the	319
corporation, domestic or foreign, to which the assets are	320
transferred, and "transferor corporation" in a combination means	321
the corporation, domestic or foreign, transferring such assets and	322
to which, or to the shareholders of which, the voting shares of	323
the domestic or foreign corporation are issued or transferred.	324

(R) "Majority share acquisition" means the acquisition of	325
shares of a corporation, domestic or foreign, entitling the holder	326
of the shares to exercise a majority of the voting power in the	327
election of directors of such corporation without regard to voting	328
power that may thereafter exist upon a default, failure, or other	329
contingency, by either of the following:	330

(1) A domestic corporation in consideration in whole or in	331
part, for the issuance or transfer of its voting shares;	332

(2) A domestic or foreign subsidiary in consideration in	333
whole or in part for the issuance or transfer of voting shares of	334
its domestic parent.	335

(S) "Acquiring corporation" in a combination means the	336
domestic corporation whose voting shares are issued or transferred	337
by it or its subsidiary or subsidiaries to the transferor	338
corporation or corporations or the shareholders of the transferor	339
corporation or corporations; and "acquiring corporation" in a	340
majority share acquisition means the domestic corporation whose	341
voting shares are issued or transferred by it or its subsidiary in	342
consideration for shares of a domestic or foreign corporation	343
entitling the holder of the shares to exercise a majority of the	344
voting power in the election of directors of such corporation.	345

(T) When used in connection with a combination or a majority	346
share acquisition, "voting shares" means shares of a corporation,	347
domestic or foreign, entitling the holder of the shares to vote at	348
the time in the election of directors of such corporation without	349
regard to voting power which may thereafter exist upon a default,	350
failure, or other contingency.	351

(U) "An emergency" exists when the governor, or any other	352
person lawfully exercising the power and discharging the duties of	353
the office of governor, proclaims that an attack on the United	354
States or any nuclear, atomic, or other disaster has caused an	355
emergency for corporations, and such an emergency shall continue	356
until terminated by proclamation of the governor or any other	357
person lawfully exercising the powers and discharging the duties	358
of the office of governor.	359

(V) "Constituent corporation" means an existing corporation	360
merging into or into which is being merged one or more other	361
entities in a merger or an existing corporation being consolidated	362
with one or more other entities into a new entity in a	363
consolidation, whether any of the entities is domestic or foreign,	364
and "constituent entity" means any entity merging into or into	365
which is being merged one or more other entities in a merger, or	366
an existing entity being consolidated with one or more other	367
entities into a new entity in a consolidation, whether any of the	368
entities is domestic or foreign.	369

(W) "Surviving corporation" means the constituent domestic or	370
foreign corporation that is specified as the corporation into	371
which one or more other constituent entities are to be or have	372
been merged, and "surviving entity" means the constituent domestic	373
or foreign entity that is specified as the entity into which one	374
or more other constituent entities are to be or have been merged.	375

(X) "Close corporation agreement" means an agreement that	376
satisfies the three requirements of division (A) of section	377
1701.591 of the Revised Code.	378

(Y) "Issuing public corporation" means a domestic corporation	379
with fifty or more shareholders that has its principal place of	380
business, its principal executive offices, assets having	381
substantial value, or a substantial percentage of its assets	382
within this state, and as to which no valid close corporation	383
agreement exists under division (H) of section 1701.591 of the	384
Revised Code.	385

(Z)(1) "Control share acquisition" means the acquisition,	386
directly or indirectly, by any person of shares of an issuing	387
public corporation that, when added to all other shares of the	388
issuing public corporation in respect of which suchthe person may	389
exercise or direct the exercise of voting power as provided in	390
this division, would entitle suchthe person, immediately after	391
suchthe acquisition, directly or indirectly, alone or with	392
others, to exercise or direct the exercise of the voting power of	393
the issuing public corporation in the election of directors within	394
any of the following ranges of such voting power:	395

(a) One-fifth or more but less than one-third of such voting	396
power;	397

(b) One-third or more but less than a majority of such voting	398
power;	399

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

400

A bank, broker, nominee, trustee, or other person whothat	401
acquires shares in the ordinary course of business for the benefit	402
of others in good faith and not for the purpose of circumventing	403
section 1701.831 of the Revised Code shall, however, be deemed to	404
have voting power only of shares in respect of which such person	405
would be able, without further instructions from others, to	406
exercise or direct the exercise of votes on a proposed control	407
share acquisition at a meeting of shareholders called under	408
section 1701.831 of the Revised Code.	409

(2) The acquisition by any person of any shares of an issuing	410
public corporation does not constitute a control share acquisition	411
for the purpose of section 1701.831 of the Revised Code if the	412
acquisition was or is consummated in, results from, or is the	413
consequence of any of the following circumstances:	414

(a) Prior to November 19, 1982;

415

(b) Pursuant to a contract existing prior to November 19,	416
1982;	417

(c) By bequest or inheritance, by operation of law upon the	418
death of an individual, or by any other transfer without valuable	419
consideration, including a gift, that is made in good faith and	420
not for the purpose of circumventing section 1701.831 of the	421
Revised Code;	422

(d) Pursuant to the satisfaction of a pledge or other	423
security interest created in good faith and not for the purpose of	424
circumventing section 1701.831 of the Revised Code;	425

(e) Pursuant to a merger or consolidation adopted, or a	426
combination or majority share acquisition authorized, by vote of	427
the shareholders of the issuing public corporation in compliance	428
with section 1701.78, 1701.781, 1701.79, 1701.791, or 1701.83 of	429
the Revised Code, or pursuant to a merger adopted in compliance	430
with section 1701.802 of the Revised Code;	431

(f) The person's being entitled, immediately thereafter, to	432
exercise or direct the exercise of voting power of the issuing	433
public corporation in the election of directors within the same	434
range theretofore attained by that person either in compliance	435
with the provisions of section 1701.831 of the Revised Code or as	436
a result solely of the issuing public corporation's purchase of	437
shares issued by it.	438

The acquisition by any person of shares of an issuing public	439
corporation in a manner described under division (Z)(2) of this	440
section shall be deemed a control share acquisition authorized	441
pursuant to section 1701.831 of the Revised Code within the range	442
of voting power under division (Z)(1)(a), (b), or (c) of this	443
section that such person is entitled to exercise after suchthe	444
acquisition, provided, in the case of an acquisition in a manner	445
described under division (Z)(2)(c) or (d) of this section, the	446
transferor of shares to such person had previously obtained any	447
authorization of shareholders required under section 1701.831 of	448
the Revised Code in connection with suchthe transferor's	449
acquisition of shares of the issuing public corporation.	450

(3) The acquisition of shares of an issuing public	451
corporation in good faith and not for the purpose of circumventing	452
section 1701.831 of the Revised Code from any person whose control	453
share acquisition previously had been authorized by shareholders	454
in compliance with section 1701.831 of the Revised Code, or from	455
any person whose previous acquisition of shares of an issuing	456
public corporation would have constituted a control share	457
acquisition but for division (Z)(2) or (3) of this section, does	458
not constitute a control share acquisition for the purpose of	459
section 1701.831 of the Revised Code unless such acquisition	460
entitles the person making the acquisition, directly or	461
indirectly, alone or with others, to exercise or direct the	462
exercise of voting power of the corporation in the election of	463
directors in excess of the range of such voting power authorized	464
pursuant to section 1701.831 of the Revised Code, or deemed to be	465
so authorized under division (Z)(2) of this section.	466

(AA) "Acquiring person" means any person who has delivered an	467
acquiring person statement to an issuing public corporation	468
pursuant to section 1701.831 of the Revised Code.	469

(BB) "Acquiring person statement" means a written statement	470
that complies with division (B) of section 1701.831 of the Revised	471
Code.	472

(CC)(1) "Interested shares" means the shares of an issuing	473
public corporation in respect of which any of the following	474
persons may exercise or direct the exercise of the voting power of	475
the corporation in the election of directors:	476

(a) An acquiring person;

477

(b) Any officer of the issuing public corporation elected or	478
appointed by the directors of the issuing public corporation;	479

(c) Any employee of the issuing public corporation who is	480
also a director of such corporation;	481

(d) Any person that acquires such shares for valuable	482
consideration during the period beginning with the date of the	483
first public disclosure of a proposal for, or expression of	484
interest in, a control share acquisition of the issuing public	485
corporation; a transaction pursuant to section 1701.76, 1701.78,	486
1701.781, 1701.79, 1701.791, 1701.83, or 1701.86 of the Revised	487
Code that involves the issuing public corporation or its assets;	488
or any action that would directly or indirectly result in a change	489
in control of the issuing public corporation or its assets, and	490
ending on the record date established by the directors pursuant to	491
section 1701.45 and division (D) of section 1701.831 of the	492
Revised Code, if either of the following applies:	493

(i) The aggregate consideration paid or given by the person	494
who acquired the shares, and any other persons acting in concert	495
with the person, for all such shares exceeds two hundred fifty	496
thousand dollars;	497

(ii) The number of shares acquired by the person who acquired	498
the shares, and any other persons acting in concert with the	499
person, exceeds one-half of one per cent of the outstanding shares	500
of the corporation entitled to vote in the election of directors.	501

(e) Any person that transfers such shares for valuable	502
consideration after the record date described in division	503
(CC)(1)(d) of this section as to shares so transferred, if	504
accompanied by the voting power in the form of a blank proxy, an	505
agreement to vote as instructed by the transferee, or otherwise.	506

(2) If any part of this division is held to be illegal or	507
invalid in application, the illegality or invalidity does not	508
affect any legal and valid application thereof or any other	509
provision or application of this division or section 1701.831 of	510
the Revised Code that can be given effect without the invalid or	511
illegal provision, and the parts and applications of this division	512
are severable.	513

(DD) "Certificated security" and "uncertificated security"	514
have the same meanings as in section 1308.01 of the Revised Code.	515

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

516

(1) A for profit corporation existing under the laws of this	517
state or any other state;	518

(2) Any of the following organizations existing under the	519
laws of this state, the United States, or any other state:	520

(a) A business trust or association;

521

(b) A real estate investment trust;

522

(c) A common law trust;

523

(d) An unincorporated business or for profit organization,	524
including a general or limited partnership;	525

(e) A limited liability company;

526

(f) A nonprofit corporation.

527

Sec. 1701.10.  (A) After incorporation, all of the following	528
apply:	529

(1) If the initial directors are named in the articles, the	530
initial directors shall hold an organizational meeting, at the	531
call of a majority of the directors, to complete the organization	532
of the corporation by receiving subscriptions, appointing	533
officers, adopting regulations, and carrying on any other business	534
brought before the meeting.	535

(2) If the initial directors are not named in the articles,	536
the incorporator or incorporators either shall receive	537
subscriptions as provided in division (A) of section 1701.09 of	538
the Revised Code or shall hold an organizational meeting at the	539
call of a majority of the incorporators to elect directors who	540
shall complete the organization of the corporation as provided in	541
division (A)(1) of this section. If subscriptions for shares are	542
received by the incorporators, the incorporators, or a majority of	543
them, shall give not less than seven days' written notice to the	544
shareholders, unless written notice is waived by the shareholders,	545
to meet at a specified time and place for the purposes of adopting	546
regulations, electing directors, and transacting any other	547
business. The shareholders shall meet for those purposes at the	548
time and place specified.	549

(3) Notwithstanding divisions (A)(1) and (2) of this section,	550
if regulations have not been adopted within ninety days after the	551
formation of the corporation, regulations may be adopted only by	552
the shareholders in either of the following ways:	553

(a) At a meeting of shareholders called for that purpose by	554
the directors or, if no directors have been named in the articles	555
or elected, at a meeting of shareholders called for that purpose	556
by at least a majority of the incorporators. The directors or	557
incorporators shall give not less than seven days' written notice	558
to the shareholders, unless written notice is waived by the	559
shareholders, to meet at a specified time and place for the	560
purposes of adopting regulations and transacting any other	561
business;	562

(b) Without a meeting, by the written consent of the holders	563
of shares entitling them to exercise two-thirds of the voting	564
power on the proposal.	565

(4) In no event may the directors take any action to adopt or	566
amend regulations after the shareholders have adopted regulations	567
as provided in section 1701.11 of the Revised Code.	568

(B) Action required or permitted by this chapter to be taken	569
by the incorporators at an organizational meeting may be taken	570
without a meeting if the action taken is evidenced by one or more	571
written consents describing the action taken and signed by each	572
incorporator.	573

(C) An organizational meeting may be held in or out of this	574
state.	575

Sec. 1701.11.  (A)(1) Regulations for the government of a	576
corporation, the conduct of its affairs, and the management of its	577
property, consistent with law and the articles, may be adopted,	578
amended, or repealed in any of the following ways:	579

(a) Within ninety days after the corporation is formed, by	580
the directors in accordance with division (A)(1) of section	581
1701.10 of the Revised Code;	582

(b) By the shareholders at a meeting held for that purpose,	583
by the affirmative vote of the holders of shares entitling them to	584
exercise a majority of the voting power of the corporation on the	585
proposal, or if the articles or regulations that have been adopted	586
so provide, by the affirmative vote of the holders entitling them	587
to exercise a greater proportion than a majority of the voting	588
power of the corporation on the proposal;	589

(c) Without a meeting, by the written consent of the holders	590
of shares entitling them to exercise two-thirds of the voting	591
power of the corporation on the proposal.	592

(2) Except as otherwise provided in division (A)(4) of this	593
section, the regulations may be amended, or new regulations may be	594
adopted, in either of the following ways:	595

(a) By the shareholders at a meeting held for that purpose,	596
by the affirmative vote of the holders of shares entitling them to	597
exercise a majority of the voting power of the corporation on the	598
proposal;	599

(b) Without a meeting, by the written consent of the holders	600
of shares entitling them to exercise two-thirds of the voting	601
power of the corporation on the proposal.	602

(3) Except as otherwise provided in division (A)(4) of this	603
section, or if the articles or regulations that have been adopted	604
so provide or permit, regulations may be adopted or amended or new	605
regulations may be adopted by the affirmative vote or written	606
consent of the holders of shares entitling them to exercise a	607
greater or lesser proportion but not less than a majority of the	608
voting power of the corporation on the proposal;	609

(d) If and to the extent that the articles or regulations so	610
provide or permit and unless a provision of the Revised Code	611
reserves such authority to shareholders, by the directors,	612
provided that no provision or permission in the articles or	613
regulations may divest shareholders of the power, or limit the	614
shareholders' power, to adopt, amend, or repeal regulations.	615

(4)(2) Any amendment of regulations and any amended or new	616
regulations adopted by shareholders of an issuing public	617
corporation whose directors are classified pursuant to section	618
1701.57 of the Revised Code that would change or eliminate the	619
classification of directors shall be adopted only by the	620
shareholders only at a meeting held for that purpose, by the	621
affirmative vote of holders of shares entitling them to exercise	622
the voting power of the corporation that is required for	623
shareholders at a meeting under division (A)(2)(a) or (3)(A)(1)(b)	624
of this section, and also by the affirmative vote of the holders	625
of a majority of disinterested shares voted on the proposal	626
determined as specified in division (C)(9) of section 1704.01 of	627
the Revised Code.	628

(B) Without limiting the generality of the authority	629
described in division (A) of this section, the regulations may	630
include provisions with respect to all of the following:	631

(1) The place, if any, and time for holding, the manner of	632
and authority for calling, giving notice of, and conducting, and	633
the requirements of a quorum for, meetings of shareholders;	634

(2) The taking of a record of shareholders or the temporary	635
closing of books against transfers of shares;	636

(3) The number, classification, manner of fixing or changing	637
the number, qualifications, term of office, and compensation or	638
manner of fixing compensation, of directors;	639

(4) The place, if any, and time for holding, the manner of	640
and authority for calling, giving notice of, and conducting, and	641
the requirements of a quorum for, meetings of the directors;	642

(5) The appointment of an executive and other committees of	643
the directors, and their authority;	644

(6) The titles, qualifications, duties, term of office,	645
compensation or manner of fixing compensation, and the removal, of	646
officers;	647

(7) The terms on which new certificates for shares may be	648
issued in the place of lost, stolen, or destroyed certificates;	649

(8) The manner in which and conditions upon which a	650
certificated security, and the conditions upon which an	651
uncertificated security, and the shares represented by a	652
certificated or uncertificated security, may be transferred,	653
restrictions on the right to transfer the shares, and reservations	654
of liens on the shares;	655

(9)(a) Restrictions on the transfer and the right to transfer	656
shares of either of the following:	657

(i) An issuing public corporation to any person in a control	658
share acquisition;	659

(ii) A corporation with fifty or more shareholders to any	660
person in an acquisition that would be a control share acquisition	661
if the corporation were an issuing public corporation.	662

(b) The restrictions on the transfer and the right to	663
transfer shares described in division (B)(9)(a)(i) and (ii) of	664
this section may include requirements and procedures for consent	665
to an acquisition of the shares by directors based on a	666
determination by the directors of the best interests of the	667
corporation and its shareholders, consent to an acquisition of the	668
shares by shareholders, and reasonable sanctions for a violation	669
of those requirements, including the right of the corporation to	670
refuse to transfer, to redeem, or to deny voting or other	671
shareholder rights appurtenant to shares acquired in an	672
acquisition of the shares.	673

(10) Defining, limiting, or regulating the exercise of the	674
authority of the corporation, the directors, or the officers, or	675
all the shareholders;	676

(11) Defining, limiting, or regulating the exercise of the	677
authority of the shareholders; provided, that any amendment of the	678
regulations that would change or eliminate any such provision	679
shall be adopted only by the shareholders.	680

(C) The shareholders of a corporation may adopt and may	681
authorize the directors to adopt, either before or during an	682
emergency, as that term is defined in division (U) of section	683
1701.01 of the Revised Code, emergency regulations that shall be	684
operative only during an emergency. The emergency regulations may	685
include any provisions that are authorized to be included in	686
regulations by divisions (A) and (B) of this section. In addition,	687
unless expressly prohibited by the articles or the regulations,	688
the emergency regulations may make any provision, notwithstanding	689
any different provisions in this chapter and notwithstanding any	690
different provisions in the articles or the regulations that are	691
not expressly stated to be operative during an emergency, that may	692
be practical or necessary with respect to the following:	693

(1) The place, if any, and time for holding, the manner of	694
and authority for calling, giving notice of, and conducting, and	695
the requirements of a quorum for, meetings of the directors;	696

(2) The creation and appointment of an executive and other	697
committees of the directors and the delegation of authority to the	698
committees by the board;	699

(3) The creation, existence, and filling of vacancies,	700
including temporary vacancies, in the office of director;	701

(4) The selection, by appointment, election, or otherwise, of	702
officers and other persons to serve as directors for a meeting of	703
the board in the absence from the meeting of one or more of the	704
directors;	705

(5) The creation, existence, and filling of vacancies,	706
including temporary vacancies, in any office;	707

(6) The order of rank and the succession to the duties and	708
authority of officers.	709

(D) If(1) Unless the corporation complies with division	710
(D)(2) of this section, if the regulations are amended or new	711
regulations are adopted, without a meeting of the shareholders	712
other than by the shareholders at a meeting held for that purpose,	713
the secretary of the corporation shall send a copy of the	714
amendment or the new regulations by mail, overnight delivery	715
service, or any other means of communication authorized by the	716
shareholder to whom a copy of the amendment or new regulations are	717
is sent, to each shareholder who would have been entitled to vote	718
on the adoption of the amendment or the new regulations and did	719
not participate inof record as of the date of the adoption of the	720
amendment or the new regulations.	721

(2) Any corporation that files periodic reports with the	722
United States securities and exchange commission pursuant to	723
section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881,	724
15 U.S.C. 78m, as amended, or section 15(d) of the "Securities	725
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended,	726
may satisfy the notice to shareholders of record requirement of	727
division (D)(1) of this section by including a copy of the	728
amendment or the new regulations in a report filed in accordance	729
with those sections within twenty days after the adoption of the	730
amendment or the new regulations.	731

(E) No person dealing with the corporation shall be charged	732
with constructive notice of the regulations.	733

(F) Unless expressly prohibited by the articles or the	734
regulations or unless otherwise provided by the emergency	735
regulations, the following special rules shall be applicable	736
during an emergency notwithstanding any different provision	737
elsewhere in this chapter:	738

(1) Meetings of the directors may be called by any officer or	739
director.	740

(2) Notice of the time and place of each meeting of the	741
directors shall be given to such of the directors as it may be	742
feasible to reach at the time and by the means of communication,	743
written or oral, personal or mass, as may be practicable at the	744
time.	745

(3) The director or directors present at any meeting of the	746
directors that has been duly called and notice of which has been	747
duly given shall constitute a quorum for the meeting, and, in the	748
absence of one or more of the directors, the director or directors	749
present may appoint one or more of the officers of the corporation	750
directors for the meeting.	751

(4) If none of the directors attends a meeting of the	752
directors that has been duly called and notice of which has been	753
duly given, the officers of the corporation who are present, not	754
exceeding three, in order of rank, shall be directors for the	755
meeting, shall constitute a quorum for the meeting, and may	756
appoint one or more of the other officers of the corporation	757
directors for the meeting.	758

(5) If the chief executive officer dies, is missing, or for	759
any other reason is temporarily or permanently incapable of	760
discharging the duties of the office, the next ranking officer who	761
is available shall assume the duties and authority of the office	762
of the deceased, missing, or incapacitated chief executive officer	763
until such time as the directors shall otherwise order.	764

(6) The offices of secretary and treasurer shall be deemed to	765
be of equal rank, and, within the same office and as between the	766
offices of secretary and treasurer, rank shall be determined by	767
priority in time of the first election to the office or, if two or	768
more persons have been first elected to the office at the same	769
time, by seniority in age.	770

Sec. 1701.17. (A) A corporation by its directors, upon such	771
terms as it may impose, may provide and carry out plans for the	772
issuance, offering, or sale, or for the grant of options, to	773
employees of the corporation or of subsidiary corporations, or to	774
a trustee on their behalf, during the period of their employment	775
or other period, of, or with respect to, any unissued shares,	776
treasury shares, or shares to be purchased, which plans may	777
provide for the payment for such shares at one time or in	778
installments, or for the establishment of special funds in which	779
employees may participate. Shares otherwise subject to pre-emptive	780
rights may be offered or sold under suchthese plans only when	781
released from pre-emptive rights.	782

(B)(1) The directors, or a committee of the directors, may	783
delegate the authority described in division (A) of this section	784
to one or more officers if the resolution authorizing the	785
delegation specifies the total number of shares or options that	786
the officer or officers may award and the terms on which any	787
shares may be issued, offered, or sold or the terms of any	788
options.	789

(2) The directors may not authorize any officer described in	790
division (B)(1) of this section to designate that officer as a	791
recipient of any shares or options with respect to shares.	792

Sec. 1701.18.  (A) Except as provided in the case of change	793
of shares, share dividends or distributions, reorganization,	794
merger, consolidation, combination, or conversion of shares or	795
obligations into shares, the following apply:	796

(1) PaymentConsideration for shares shall be made with money	797
or other property of any description, or any interest in property,	798
actually transferred to the corporation, or labor or services	799
actually rendered to the corporationmay include cash, property,	800
services rendered, a promissory note, or any other binding	801
obligation to contribute cash or property or to perform services;	802
the provision of any other benefit to the corporation; or any	803
combination of these.	804

(2) In the case of shares with par value, other than treasury	805
shares, the consideration shall be not less than the par value of	806
the shares, provided that the shares may be sold and paid for at	807
such a discount from the par value of the shares that would amount	808
to or not exceed reasonable compensation for the sale,	809
underwriting, or purchase of the shares, and, regardless of the	810
discount, the shares shall be deemed to be fully paid.	811

(3) In the case of treasury shares with par value, the	812
consideration may be less than the par value of the shares.	813

(B) Promissory notes, drafts, or other obligations of a	814
subscriber or purchaser do not constitute payment for shares.	815

(C) An agreement by a person to perform services as the	816
consideration for shares does not, of itself, constitute the	817
person a shareholder and does not, of itself, constitute payment	818
for such shares prior to the performance of the services.	819

(D) Except in the case of convertible shares or obligations,	820
shares with par value shall not be issued or disposed of upon	821
change of shares, share dividends or distributions,	822
reorganization, merger, consolidation, exchange of shares for	823
other shares or securities, or otherwise, if as a result the	824
aggregate liabilities of the corporation plus its stated capital	825
would exceed its aggregate assets or any existing excess would be	826
increased.	827

(E) When shares have been issued as provided in this chapter,	828
in the case of change of shares, share dividends or distributions,	829
reorganization, merger, consolidation, or conversion of shares or	830
obligations into shares, or when shares have been paid for in	831
conformity with this section, such shares shall be deemed fully	832
paid and nonassessable.	833

(F) Every person who subscribes for or purchases shares of a	834
corporation is liable to the corporation to pay or deliver to the	835
corporation the consideration agreed upon, and, except as provided	836
in division (A) of this section, if the shares are with par value,	837
the person is obligated to pay to the corporation for the shares	838
in money or other property or servicesconsideration not less than	839
the full par value of the shares. The person is not liable to the	840
corporation or its creditors in any other amount.	841

(G) Every holder, whether the original or a transferee, of	842
shares not paid for as provided in this section, who has acquired	843
them with actual knowledge of that fact, is personally liable to	844
the corporation for the amount unpaid on the shares, and the	845
holder's liability shall continue notwithstanding any transfer of	846
the shares, until the shares are paid in full; but no holder who	847
has acquired the shares without actual knowledge of the fact that	848
the shares are not paid for is under any liability in respect of	849
the shares.	850

(H) No pledgee or other holder of shares as collateral	851
security is personally liable as a shareholder.	852

(I) No person who in fact, whether disclosed on the records	853
of the corporation or otherwise, holds shares as executor,	854
administrator, guardian, trustee, trustee of a voting trust,	855
receiver, or in any other fiduciary capacity is personally liable	856
as a shareholder, but the estate or property in the hands of such	857
fiduciary is liable or the real or beneficial owner is liable	858
under this section as equity may require. This section does not	859
relieve a fiduciary from liability for a breach of trust.	860

(J) Except as set forth in any provision in Title LVII of the	861
Revised Code, neither a shareholder of a corporation nor a	862
subscriber to its shares is personally liable for any debts,	863
obligations, or liabilities of the corporation in the absence of a	864
written, enforceable agreement that is signed by the shareholder	865
or subscriber and that specifically undertakes liability for such	866
debts, obligations, or liabilities.	867

Sec. 1701.19.  (A) When a determination of the fair value to	868
a corporation of property other than money or of services is made	869
by the incorporators, directors, or shareholders with respect to	870
property transferred or to be transferred, or services rendered or	871
to be rendered,consideration, other than cash, paid or to be paid	872
to the corporation as consideration for shares; or made by the	873
directors with respect to property voluntarily contributed to the	874
corporation; or made by the directors with respect to physical	875
assets of the corporation whichthat are reckoned by the directors	876
to have a fair value to the corporation in excess of the amount at	877
which they are carried on its books; or provided for in a plan of	878
reorganization confirmeddecree or order as provided in section	879
1701.75 of the Revised Code or set forth in an agreement of merger	880
or consolidation adopted as provided in section 1701.78, 1701.79,	881
1701.80, or 1701.801 of the Revised Code, then suchthe	882
determination shall be conclusive in any action or proceeding in	883
which it is claimed that the fair value to the corporation of such	884
consideration or property or of such services is or was less than	885
the value so determined, unless the party asserting sucha claim	886
affirmatively proves by clear and convincing evidence, and	887
otherwise than by proving the difference between the value of such	888
consideration or property, or of such services, and the fair value	889
so determined, that suchthe determination was knowingly and	890
intentionally made, by the persons making the determination, at a	891
value greater than the fair value of such consideration or	892
property or of such services to the corporation.	893

(B) The making of an agreement to issue or dispose of shares	894
for property or consideration other than money or for services	895
cash or the issuance or disposition of shares in consummation of	896
any agreement or transaction referred to in division (A) of this	897
section shall be held to be a determination that the property or	898
the servicesother consideration involved havehas a fair value to	899
the corporation not less than the value required to justify the	900
issuance or disposition of such shares.	901

Sec. 1701.40.  (A) Meetings of shareholders may be called by	902
any of the following:	903

(1) The chairperson of the board, the president, or, in case	904
of the president's absence, death, or disability, the	905
vice-president authorized to exercise the authority of the	906
president;	907

(2) The directors by action at a meeting, or a majority of	908
the directors acting without a meeting;	909

(3) Persons who hold twenty-five per cent of all shares	910
outstanding and entitled to vote at the meeting, unless the	911
articles or, the regulations adopted by the shareholders, or the	912
regulations adopted by the directors pursuant to division (A)(1)	913
of section 1701.10 of the Revised Code specify for that purpose a	914
smaller or larger proportion but not in excess of fifty per cent;	915

(4) Such other officers or persons as the articles or the	916
regulations authorize to call the meetings.	917

(B) Meetings of shareholders may be held either within or	918
without this state if so provided in the articles or the	919
regulations. The articles or regulations may authorize the	920
directors to determine that the meeting shall not be held at any	921
physical place, but instead may be held solely by means of	922
communications equipment as authorized by division (C) of this	923
section. If the corporation is an issuing public corporation and	924
the articles or regulations do not require that a meeting be held	925
at a particular physical place and also authorize the directors to	926
fix the place of the meeting, the directors may determine that the	927
meeting shall not be held at any physical place, but instead may	928
be held solely by means of communications equipment as authorized	929
by division (C) of this section. In the absence of any such	930
provision, all meetings shall be held at the principal office of	931
the corporation in this state.	932

(C) If authorized by the directors, the shareholders and	933
proxyholders who are not physically present at a meeting of	934
shareholders may attend a meeting of shareholders by use of	935
communications equipment that enables the shareholder or	936
proxyholder an opportunity to participate in the meeting and to	937
vote on matters submitted to the shareholders, including an	938
opportunity to read or hear the proceedings of the meeting and to	939
speak or otherwise participate in the proceedings	940
contemporaneously with those physically present. Any shareholder	941
using communications equipment will be deemed present in person at	942
the meeting whether the meeting is to be held at a designated	943
place or solely by means of communications equipment. The	944
directors may adopt guidelines and procedures for the use of	945
communications equipment in connection with a meeting of	946
shareholders to permit the corporation to verify that a person is	947
a shareholder or proxyholder and to maintain a record of any vote	948
or other action.	949

Sec. 1701.41.  (A) Written notice stating the time, place, if	950
any, and purposes of a meeting of the shareholders, and the means,	951
if any, by which shareholders can be present and vote at the	952
meeting through the use of communications equipment shall be given	953
either by personal delivery or by mail, overnight delivery	954
service, or any other means of communication authorized by the	955
shareholder to whom the notice is given, not less than seven nor	956
more than sixty days before the date of the meeting unless the	957
articles or, the regulations adopted by the shareholders, or the	958
regulations adopted by the directors pursuant to division (A)(1)	959
of section 1701.10 of the Revised Code specify a longer period:	960
(1) to every shareholder of record entitled to notice of the	961
meeting; (2) by or at the direction of the president or the	962
secretary or any other person required or permitted by the	963
regulations to give that notice. If mailed or sent by overnight	964
delivery service, the notice shall be sent to the shareholder at	965
the shareholder's address as it appears on the records of the	966
corporation. If sent by another means of communication authorized	967
by the shareholder, the notice shall be sent to the address	968
furnished by the shareholder for those transmissions. Notice of	969
adjournment of a meeting need not be given if the time and place,	970
if any, to which it is adjourned and the means, if any, by which	971
shareholders can be present and vote at the adjourned meeting	972
through the use of communications equipment are fixed and	973
announced at the meeting.	974

(B) Upon request in writing delivered either in person or by	975
registered mail to the president or the secretary by any persons	976
entitled to call a meeting of shareholders, that officer shall	977
forthwith cause to be given to the shareholders entitled to notice	978
of a meeting to be held on a date not less than seven nor more	979
than sixty days after the receipt of the request, as the officer	980
may fix, unless the articles or, the regulations adopted by the	981
shareholders, or the regulations adopted by the directors pursuant	982
to division (A)(1) of section 1701.10 of the Revised Code specify	983
a longer period for this purpose. If the notice is not given	984
within fifteen days after the delivery or mailing of the request,	985
or that shorter or longer period as the articles or, the	986
regulations adopted by the shareholders, or the regulations	987
adopted by the directors pursuant to division (A)(1) of section	988
1701.10 of the Revised Code specify for this purpose, the persons	989
calling the meeting may fix the time of meeting and give notice of	990
the time of meeting as provided in division (A) of this section,	991
or cause the notice to be given by any designated representative.	992

(C) Any authorization by a shareholder to send notices given	993
pursuant to this chapter by any means other than in person or by	994
mail or overnight delivery service is revocable by written notice	995
to the corporation either by personal delivery or by mail,	996
overnight delivery service, or any other means of communication	997
authorized by the corporation. If sent by another means of	998
communication authorized by the corporation, the notice shall be	999
sent to the address furnished by the corporation for those	1000
transmissions. Any authorization by a shareholder to send notices	1001
given pursuant to this chapter by any means other than in person	1002
or by mail or overnight delivery service will be deemed to have	1003
been revoked by the shareholder if (1) the corporation has	1004
attempted to make delivery of two consecutive notices in	1005
accordance with that authorization, and (2) the secretary or an	1006
assistant secretary of the corporation, or other person	1007
responsible for giving of notice, has received notice that, or	1008
otherwise believes that, delivery has not occurred. However, an	1009
inadvertent failure to treat the inability to deliver notice as a	1010
revocation will not invalidate any meeting of shareholders or	1011
other action.	1012

Sec. 1701.44.  (A) Except to the extent that the voting	1013
rights of the shares of any class are increased, limited, or	1014
denied by the express terms of such shares, and except as provided	1015
in scrip issued in lieu of a certificate for a fraction of a	1016
share, each outstanding share regardless of class shall entitle	1017
the holder thereof to one vote on each matter properly submitted	1018
to the shareholders for their vote, consent, waiver, release, or	1019
other action, subject to the provisions with respect to cumulative	1020
voting in section 1701.55 of the Revised Code.	1021

(B) Unless the articles, the regulations adopted by the	1022
shareholders, the regulations adopted by the directors pursuant to	1023
division (A)(1) of section 1701.10 of the Revised Code, or the	1024
contract of subscription for shares otherwise provides, a	1025
shareholder shall be entitled to vote even though histhe	1026
shareholder's shares have not been fully paid, but shares upon	1027
which an installment of the consideration for such shares is	1028
overdue and unpaid shall not be voted.	1029

Sec. 1701.51. (A) Unless the articles or, the regulations	1030
adopted by the shareholders, or the regulations adopted by the	1031
directors pursuant to division (A)(1) of section 1701.10 of the	1032
Revised Code otherwise provide:	1033

(A) The, the shareholders present in person, by proxy, or by	1034
the use of communications equipment at any meeting of shareholders	1035
shall constitute a quorum for such meeting, but no action required	1036
by law, the articles, or the regulations to be authorized or taken	1037
by the holders of a designated proportion of the shares of any	1038
particular class or of each class, may be authorized or taken by a	1039
lesser proportion.	1040

(B) TheUnless the articles or the regulations otherwise	1041
provide, the holders of a majority of the voting shares	1042
represented at a meeting, whether or not a quorum is present, may	1043
adjourn such meeting from time to time.	1044

Sec. 1701.54. (A) Unless the articles or, the regulations	1045
adopted by the shareholders, or the regulations adopted by the	1046
directors pursuant to division (A)(1) of section 1701.10 of the	1047
Revised Code prohibit the authorization or taking of any action of	1048
the shareholders or of the directors without a meeting, any action	1049
that may be authorized or taken at a meeting of the shareholders	1050
or of the directors, as the case may be, may be authorized or	1051
taken without a meeting with the affirmative vote or approval of,	1052
and in a writing or writings signed by all the shareholders who	1053
would be entitled to notice of a meeting of the shareholders held	1054
for such purpose, or all the directors, respectively, which	1055
writing or writings shall be filed with or entered upon the	1056
records of the corporation. Any certificate with respect to the	1057
authorization or taking of any such action that is required to be	1058
filed in the office of the secretary of state shall recite that	1059
the authorization or taking of such action was in a writing or	1060
writings approved and signed as specified in this section.	1061

(B) A telegram, cablegram, electronic mail, or an electronic	1062
or other transmission capable of authentication that appears to	1063
have been sent by a person described in division (A) of this	1064
section and that contains an affirmative vote or approval of that	1065
person is a signed writing for the purposes of this section. The	1066
date on which that telegram, cablegram, electronic mail, or	1067
electronic or other transmission is sent is the date on which the	1068
writing is signed.	1069

Sec. 1701.57.  (A) Unless the articles or, the regulations	1070
adopted by the shareholders, or the regulations adopted by the	1071
directors pursuant to division (A)(1) of section 1701.10 of the	1072
Revised Code provide for a different term (which may not exceed	1073
three years from the date of his election and until hisa	1074
successor is elected), each director shall hold office until the	1075
next annual meeting of the shareholders and until hisa successor	1076
is elected, or until histhe director's earlier resignation,	1077
removal from office, or death.	1078

(B) The articles or, the regulations adopted by the	1079
shareholders, or the regulations adopted by the directors pursuant	1080
to division (A)(1) of section 1701.10 of the Revised Code may	1081
provide:	1082

(1) For the classification of directors into either two or	1083
three classes consisting of not less than three directors each,	1084
provided that where all shares of a corporation entitled to elect	1085
a class of directors are owned of record by one or two	1086
shareholders, the number of directors of each class may be less	1087
than three, but not less than the number of shareholders entitled	1088
to elect directors of such class;	1089

(2) That the terms of office of the several classes need not	1090
be uniform, except that no term shall exceed the maximum period	1091
specified in division (A) of this section.	1092

Sec. 1701.58.  (A) The office of a director becomes vacant if	1093
the director dies or resigns. A resignation shall take effect	1094
immediately or at such other time as the director may specify.	1095

(B) The directors may remove any director and thereby create	1096
a vacancy in the board:	1097

(1) If by order of court the director has been found to be of	1098
unsound mind, or if the director is adjudicated a bankrupt;	1099

(2) If within sixty days, or within suchany other period of	1100
time as is prescribed in the articles or the regulations, from the	1101
date of the director's election the director does not qualify by	1102
accepting in writing the director's election to suchthat office	1103
or by acting at a meeting of the directors, and by acquiring the	1104
qualifications specified in the articles or the regulations; or	1105
if, for such period as is prescribed in the articles or the	1106
regulations, the director ceases to hold the required	1107
qualifications.	1108

(C) Except as otherwise provided in this division, if the	1109
shareholders have a right to vote cumulatively in the election of	1110
directors, then, unless the articles or, the regulations adopted	1111
by the shareholders, or the regulations adopted by the directors	1112
pursuant to division (A)(1) of section 1701.10 of the Revised Code	1113
expressly provide that no director may be removed from office or	1114
that removal of directors requires a greater vote than that	1115
specified in this division, all the directors, all the directors	1116
of a particular class, or any individual director may be removed	1117
from office, without assigning any cause, by the vote of the	1118
holders of a majority of the voting power entitling them to elect	1119
directors in place of those to be removed, except that, unless all	1120
the directors, or all the directors of a particular class, are	1121
removed, no individual director shall be removed if the votes of a	1122
sufficient number of shares are cast against the director's	1123
removal that, if cumulatively voted at an election of all the	1124
directors, or all the directors of a particular class, as the case	1125
may be, would be sufficient to elect at least one director. In the	1126
case of an issuing public corporation whose directors are	1127
classified pursuant to section 1701.57 of the Revised Code, the	1128
shareholders may effect a removal under this division only for	1129
cause.	1130

(D) If the shareholders do not have the right to vote	1131
cumulatively as a result of an amendment to the articles permitted	1132
by division (B)(10) of section 1701.69 of the Revised Code, then,	1133
unless the articles or, the regulations adopted by the	1134
shareholders, or the regulations adopted by the directors pursuant	1135
to division (A)(1) of section 1701.10 of the Revised Code	1136
expressly provide that no director may be removed from office or	1137
that removal of directors requires a greater vote than that	1138
specified in this division, all the directors, all the directors	1139
of a particular class, or any individual director may be removed	1140
from office, without assigning any cause, by the vote of the	1141
holders of a majority of the voting power entitling them to elect	1142
directors in place of those to be removed; except that in the case	1143
of an issuing public corporation whose directors are classified	1144
pursuant to section 1701.57 of the Revised Code, the shareholders	1145
may effect that removal only for cause.	1146

(E) In case of any removal pursuant to division (C) or (D) of	1147
this section, a new director may be elected at the same meeting	1148
for the unexpired term of each director removed. Failure to elect	1149
a director to fill the unexpired term of any director removed is	1150
deemed to create a vacancy in the board.	1151

(F) Unless the articles or the regulations otherwise provide,	1152
the remaining directors, though less than a majority of the whole	1153
authorized number of directors, may, by the vote of a majority of	1154
their number, fill any vacancy in the board for the unexpired	1155
term. Under this section, a vacancy exists if the shareholders	1156
increase the authorized number of directors but fail at the	1157
meeting at which such increase is authorized, or an adjournment of	1158
that meeting, to elect the additional directors provided for, or	1159
if the shareholders fail at any time to elect the whole authorized	1160
number of directors.	1161

Sec. 1701.62.  Unless the articles or, the regulations	1162
adopted by the shareholders, or the regulations adopted by the	1163
directors pursuant to division (A)(1) of section 1701.10 of the	1164
Revised Code otherwise provide, and subject to the exceptions,	1165
applicable during an emergency, as that term is defined in section	1166
1701.01 of the Revised Code, for which provision is made in	1167
division (F) of section 1701.11 of the Revised Code, a majority of	1168
the whole authorized number of directors is necessary to	1169
constitute a quorum for a meeting of the directors, except that a	1170
majority of the directors in office constitutes a quorum for	1171
filling a vacancy in the board. The act of a majority of the	1172
directors present at a meeting at which a quorum is present is the	1173
act of the board, unless the act of a greater number is required	1174
by the articles, the regulations adopted by the shareholders, the	1175
regulations adopted by the directors pursuant to division (A)(1)	1176
of section 1701.10 of the Revised Code, or the bylaws.	1177

Sec. 1701.63.  (A) The regulations may provide for the	1178
creation by the directors of an executive committee or any other	1179
committee of the directors, to consist of one or more directors,	1180
and may authorize the delegation to any such committee of any of	1181
the authority of the directors, however conferred, other than the	1182
authority of filling vacancies among the directors or in any	1183
committee of the directors and other than the authority to adopt,	1184
amend, or repeal regulations.	1185

(B) The directors may appoint one or more directors as	1186
alternate members of any committee described in division (A) of	1187
this section, who may take the place of any absent member or	1188
members at any meeting of the particular committee.	1189

(C) Each committee described in division (A) of this section	1190
shall serve at the pleasure of the directors, shall act only in	1191
the intervals between meetings of the directors, and shall be	1192
subject to the control and direction of the directors.	1193

(D) Unless otherwise provided in the regulations or ordered	1194
by the directors, any committee described in division (A) of this	1195
section may act by a majority of its members at a meeting or by a	1196
writing or writings signed by all of its members.	1197

(E) Unless participation by members of any committee	1198
described in division (A) of this section at a meeting by means of	1199
communications equipment is prohibited by the articles, the	1200
regulations, or an order of the directors, meetings of the	1201
particular committee may be held through any communications	1202
equipment if all persons participating can hear each other.	1203
Participation in a meeting pursuant to this division constitutes	1204
presence at the meeting.	1205

(F) An act or authorization of an act by any committee	1206
described in division (A) of this section within the authority	1207
delegated to it shall be as effective for all purposes as the act	1208
or authorization of the directors.	1209

(G) Unless otherwise provided in the articles, the	1210
regulations, or the resolution of the directors creating a	1211
committee described in division (A) of this section, a committee	1212
described in division (A) of this section may create one or more	1213
subcommittees, each subcommittee to consist of one or more members	1214
of the committee, and may delegate to a subcommittee any or all of	1215
the powers and authority of the committee.	1216

Sec. 1701.73.  (A)(1) Upon the adoption of any amendment or	1217
amended articles, a certificate containing a copy of the	1218
resolution adopting the amendment or amended articles, a statement	1219
of the manner of its adoption, and, in the case of adoption of the	1220
resolution by the incorporators or directors, a statement of the	1221
basis for such adoption, shall be filed with the secretary of	1222
state, and thereupon the articles shall be amended accordingly,	1223
any change of shares provided for in the amendment or amended	1224
articles shall become effective, and the amended articles shall	1225
supersede the existing articles. When	1226

(2) Except as provided in division (A)(3) of this section,	1227
when an amendment or amended articles are adopted by the directors	1228
pursuant to section 1701.70 of the Revised Code, the corporation	1229
shall send notice of the amendment or amended articles, and a copy	1230
or summary thereof, by mail, overnight delivery service, or any	1231
other means of communication authorized by the shareholder to whom	1232
the notice and copy or summary are sent, to each shareholder of	1233
the corporation of record as of the date on which the directors	1234
approved the amendment or amended articles. The notice shall be	1235
sent to the shareholders within twenty days after the filing of	1236
the certificate required by this division (A)(1) of this section.	1237

(3) Any corporation that files periodic reports with the	1238
United States securities and exchange commission pursuant to	1239
section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881,	1240
15 U.S.C. 78m, as amended, or section 15(d) of the "Securities	1241
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended,	1242
may satisfy the notice to shareholders of record requirement of	1243
division (A)(2) of this section by including a copy or summary of	1244
the amendment or amended articles in a report filed in accordance	1245
with those provisions within twenty days after the filing of the	1246
certificate required by division (A)(1) of this section.	1247

(B) When an amendment or amended articles are adopted by the	1248
incorporators, the certificate described in division (A)(1) of	1249
this section shall be signed by each of them.	1250

(C) When an amendment or amended articles are adopted by the	1251
directors or by the shareholders, the certificate described in	1252
division (A)(1) of this section shall be signed by any authorized	1253
officer.	1254

(D) A copy of an amendment or amended articles changing the	1255
name of a corporation or its principal office in this state,	1256
certified by the secretary of state, may be filed for record in	1257
the office of the county recorder of any county in this state, and	1258
for such recording, the county recorder shall charge and collect	1259
the same fee as provided for in division (A) of section 317.32 of	1260
the Revised Code. SuchThe copy shall be recorded in the records	1261
of deeds.	1262

Sec. 1701.75.  (A) A corporation,If an order of relief has	1263
been entered pursuant to the federal Bankruptcy Code, 11 U.S.C.	1264
101, as amended, or if a plan of reorganization of which shall	1265
havehas been confirmed by the decree or order of a court of	1266
competent jurisdiction pursuant to the provisions of any other	1267
applicable statute of the United States relating to reorganization	1268
of corporations, a corporation may put into effect and carry out	1269
the plan and theany decrees and orders of the court relative	1270
thereto,in the bankruptcy or reorganization proceeding and may	1271
take any proceeding and do any actcorporate action provided in	1272
the plan or directed by such decrees and orders, without further	1273
action by its directors or shareholders. Such authorityAuthority	1274
may be exercised, and such proceedings and actscorporate actions	1275
may be taken or done, as directed by such decrees or orders, by	1276
the trustee or trustees of suchthe corporation appointed or	1277
elected in the bankruptcy or reorganization proceedings (or a	1278
majority thereof), or if none shall have been appointed or elected	1279
and acting, by designated officers of the corporation, or by a	1280
master or other representative appointed by the court, with like	1281
effect as if exercised and taken by unanimous action of the	1282
directors and shareholders of the corporation.	1283

(B) A corporation,If authorized in the manner provided in	1284
division (A) of this section, but without limiting the generality	1285
thereof, a corporation may: amend its articles in any respect;	1286
amend or repeal its regulations or adopt new regulations; name,	1287
constitute, reconstitute, classify, or reclassify its directors	1288
and appoint directors and officers in place of or in addition to	1289
some or all of the directors or officers then in office; make any	1290
lawful change in its stated capital; make a determination of the	1291
fair value to the corporation of its assets; transfer all or a	1292
part of its assets; merge; consolidate; remove or appoint a	1293
statutory agent; authorize the granting of option rights in	1294
respect of shares and other securities; authorize the issuing of	1295
notes, bonds, and other evidences of indebtedness, whether or not	1296
convertible into shares or other securities; lease its property to	1297
any corporation; dissolve; or effect any other change authorized	1298
by this chapter.	1299

(C) If a plan of reorganization provides for or effects an	1300
amendment to the articles is adopted or the merger, consolidation,	1301
or dissolution of a corporation is authorized in the manner	1302
provided in division (A)(1) of this section, or if a plandecree	1303
or order having such a result is modified in respect of suchan	1304
amendment, merger, consolidation, or dissolution, then a	1305
certificate of reorganization or an amended certificate of	1306
reorganization, as the case may be, setting forth such portions of	1307
the plan of reorganizationdecree or order or modification thereof	1308
as would otherwise be required to be set forth in a certificate of	1309
amendment, an agreement of merger or consolidation, or a	1310
certificate of dissolution (and, if desired, any other portions	1311
thereof) shall be filed in the office of the secretary of state	1312
and shall operate to effect suchthe amendment, merger,	1313
consolidation, or dissolution. SuchThe certificate shall be made,	1314
subscribed, and filed as may be directed by suchthe decrees or	1315
orders, or, in the absence of such direction, by the president or	1316
a vice-president and the secretary or an assistant secretary. The	1317
certificate shall contain a statement that the plan of	1318
reorganizationprovision for making the certificate has been	1319
confirmedauthorized by the decree or order of the court	1320
designated in the certificate or that the plan so confirmeddecree	1321
or order has been modified by order of suchthe court, as the case	1322
may be.	1323

(D) If a decree or order by the court in a bankruptcy or	1324
reorganization proceeding provides for or effects an amendment to	1325
the articles or the merger, consolidation, or dissolution of a	1326
corporation, or if after the filing in the office of the secretary	1327
of state of a certificate of reorganization, or an amended	1328
certificate, a decree or order of court is entered whichthat has	1329
the effect of vacating saidthe plan, a certified copy of saidthe	1330
decree or order shall be filed by the corporation in the office of	1331
the secretary of state.	1332

(E) Nonassenting or dissenting shareholders shall have only	1333
such rights as are provided for in the plan of reorganization	1334
decree or order.	1335

Sec. 1701.76.  (A)(1) Provided the provisions of Chapter	1336
1704. of the Revised Code do not prevent the transaction from	1337
being effected, a lease, sale, exchange, transfer, or other	1338
disposition of all, or substantially all, of the assets, with or	1339
without the good will, of a corporation, if not made in the usual	1340
and regular course of its business, may be made upon the terms and	1341
conditions and for the consideration, that may consist, in whole	1342
or in part, of money or other property of any description,	1343
including shares or other securities or promissory obligations of	1344
any other corporation, domestic or foreign, that may be authorized	1345
as follows:	1346

(a) By the directors, either before or after authorization by	1347
the shareholders as required in this section; and	1348

(b) At a meeting of the shareholders held for that purpose,	1349
by the affirmative vote of the holders of shares entitling them to	1350
exercise two-thirds of the voting power of the corporation on the	1351
proposal, or, if the articles so provide or permit, by the	1352
affirmative vote of a greater or lesser proportion, but not less	1353
than a majority, of the voting power, and by the affirmative vote	1354
of the holders of shares of any particular class that is required	1355
by the articles.	1356

(2) At the shareholder meeting described in division	1357
(A)(1)(b) of this section or at any subsequent shareholder	1358
meeting, shareholders, by the same vote that is required to	1359
authorize the lease, sale, exchange, transfer, or other	1360
disposition of all, or substantially all, of the assets, with or	1361
without the good will, of the corporation, may grant authority to	1362
the directors to establish or amend any of the terms and	1363
conditions of the transaction, except that the shareholders shall	1364
not authorize the directors to do any of the following:	1365

(a) Alter or change the amount or kind of shares, securities,	1366
money, property, or rights to be received in exchange for the	1367
assets;	1368

(b) Alter or change to any material extent the amount or kind	1369
of liabilities to be assumed in exchange for the assets;	1370

(c) Alter or change any other terms and conditions of the	1371
transaction if any of the alterations or changes, alone or in the	1372
aggregate, would materially adversely affect the shareholders or	1373
the corporation.	1374

(3) Notice of the meeting of the shareholders described in	1375
division (A)(1)(b) of this section shall be given to all	1376
shareholders whether or not entitled to vote at the meeting and	1377
shall be accompanied by a copy or summary of the terms of the	1378
transaction.	1379

(B) The corporation by its directors may abandon the	1380
transaction under this section, subject to the contract rights of	1381
other persons, if the power of abandonment is conferred upon the	1382
directors either by the terms of the transaction or by the same	1383
vote of shareholders and at the same meeting of shareholders as	1384
that referred to in division (A)(1)(b) of this section or at any	1385
subsequent meeting.	1386

(C) Dissenting holders of shares of any class, whether or not	1387
entitled to vote, shall be entitled to relief under section	1388
1701.85 of the Revised Code.	1389

(D) An action to set aside a conveyance by a corporation, on	1390
the ground that any section of the Revised Code applicable to the	1391
lease, sale, exchange, transfer, or other disposition of all, or	1392
substantially all, of the assets of that corporation has not been	1393
complied with, shall be brought within ninety days after that	1394
transaction, or the action shall be forever barred.	1395

(E) If a resolution of dissolution is adopted pursuant to	1396
section 1701.86 of the Revised Code, the directors may dispose of	1397
all, or substantially all, of the corporation's assets without the	1398
necessity of a shareholders' authorization under this section.	1399

(F) The terms and conditions of any transaction under this	1400
section shall be subject to the limitations specified in section	1401
2307.97 of the Revised Code.	1402

(G) This section does not apply to the distribution, pursuant	1403
to section 1701.33 of the Revised Code, to the shareholders of an	1404
issuing public corporation of shares owned by the issuing public	1405
corporation in one or more of its domestic or foreign subsidiary	1406
corporations, unless either of the following applies:	1407

(1) The former subsidiary is a party to one or more	1408
agreements pursuant to which it is obligated to engage in an	1409
additional transaction that, if the transaction were authorized	1410
after the time at which the distribution becomes effective, would	1411
require the approval of its shareholders.	1412

(2) Immediately prior to the time at which the distribution	1413
becomes effective, the issuing public corporation has more than	1414
one class of shares outstanding.	1415

Sec. 1701.782. (A) Subject to division (B)(2) of this	1416
section, pursuant to a written declaration of conversion as	1417
provided in this section, a domestic or foreign entity that is not	1418
a domestic corporation and is not a nonprofit corporation may be	1419
converted into a domestic corporation.	1420

(B)(1) The written declaration of conversion shall set forth	1421
all of the following:	1422

(a) The name and form of entity that is being converted, the	1423
name of the entity into which the entity will be converted, and	1424
the jurisdiction of formation of the converting entity;	1425

(b) The articles of the converted corporation;

1426

(c) All statements and matters required to be set forth in an	1427
instrument of conversion by the laws under which the converting	1428
entity exists;	1429

(d) The terms of the conversion; the mode of carrying them	1430
into effect; and the manner and basis of converting the interests	1431
or shares of the converting entity into, or substituting the	1432
interests or shares in the converting entity for, interests,	1433
evidences of indebtedness, other securities, cash, rights, or any	1434
other property or any combination of interests, evidences of	1435
indebtedness, other securities, cash, rights, or any other	1436
property of the converted corporation.	1437

(2) No conversion or substitution described in this section	1438
shall be effected if there are reasonable grounds to believe that	1439
the conversion or substitution would render the converted	1440
corporation unable to pay its obligations as they become due in	1441
the usual course of its affairs.	1442

(C) The written declaration of conversion may set forth any	1443
of the following:	1444

(1) The effective date of the conversion, which date may be	1445
on or after the date of the filing of the certificate of	1446
conversion pursuant to section 1701.811 of the Revised Code;	1447

(2) A provision authorizing the converting entity to abandon	1448
the proposed conversion by action of authorized representatives of	1449
the converting entity taken prior to the filing of the certificate	1450
of conversion pursuant to section 1701.811 of the Revised Code;	1451

(3) A statement of, or a statement of the method to be used	1452
to determine, the fair value of the assets owned by the converting	1453
entity at the time of the conversion;	1454

(4) The regulations of the converted corporation;

1455

(5) The identity of the directors of the converted	1456
corporation;	1457

(6) The parties to the declaration of conversion in addition	1458
to the converting entity;	1459

(7) The stated capital, if any, of each class of shares of	1460
the converted corporation to be outstanding at the time that the	1461
conversion becomes effective;	1462

(8) Any additional provision necessary or desirable with	1463
respect to the proposed conversion or the converted entity.	1464

(D) At any time before the filing of the certificate of	1465
conversion pursuant to section 1701.811 of the Revised Code, the	1466
conversion may be abandoned by any representatives authorized to	1467
do so by the declaration of conversion, or by the same vote as was	1468
required to adopt the declaration of conversion.	1469

Sec. 1701.792. (A) Subject to division (B)(2) of this	1470
section, pursuant to a written declaration of conversion as	1471
provided in this section, a domestic corporation may be converted	1472
into a domestic or foreign entity other than a nonprofit	1473
corporation or a domestic corporation.	1474

(B)(1) The written declaration of conversion shall set forth	1475
all of the following:	1476

(a) The name and form of entity that is being converted, the	1477
name of the entity into which the entity will be converted, the	1478
form of the converted entity, and the jurisdiction of formation of	1479
the converted entity;	1480

(b) If the converted entity is a domestic entity, the	1481
complete terms of all documents required under the applicable	1482
chapter of the Revised Code to form the converted entity;	1483

(c) If the converted entity is a foreign entity, all of the	1484
following:	1485

(i) The complete terms of all documents required under the	1486
law of its formation to form the converted entity;	1487

(ii) The consent of the converted entity to be sued and	1488
served with process in this state, and the irrevocable appointment	1489
of the secretary of state as the agent of the converted entity to	1490
accept service of process in this state to enforce against the	1491
converted entity any obligation of the converting corporation or	1492
to enforce the rights of a dissenting shareholder of the	1493
converting corporation;	1494

(iii) If the converted entity desires to transact business in	1495
this state, the information required to qualify or to be licensed	1496
under the applicable chapter of the Revised Code.	1497

(d) All other statements and matters required to be set forth	1498
in the declaration of conversion by the applicable chapter of the	1499
Revised Code, if the converted entity is a domestic entity, or by	1500
the laws under which the converted entity will be formed, if the	1501
converted entity is a foreign entity;	1502

(e) The terms of the conversion; the mode of carrying them	1503
into effect; and the manner and basis of converting the interests	1504
or shares of the converting corporation into, or substituting the	1505
interests or shares in the converting corporation for, interests,	1506
evidences of indebtedness, other securities, cash, rights, or any	1507
other property or any combination of interests, evidences of	1508
indebtedness, other securities, cash, rights, or any other	1509
property of the converted entity.	1510

(2) No conversion or substitution described in this section	1511
shall be effected if there are reasonable grounds to believe that	1512
the conversion or substitution would render the converted entity	1513
unable to pay its obligations as they become due in the usual	1514
course of its affairs.	1515

(C) The written declaration of conversion may set forth any	1516
of the following:	1517

(1) The effective date of the conversion, which date may be	1518
on or after the date of the filing of the certificate of	1519
conversion;	1520

(2) A provision authorizing, prior to the filing of the	1521
certificate of conversion pursuant to section 1701.811 of the	1522
Revised Code, the converting corporation to abandon the proposed	1523
conversion by action of the directors of the converting	1524
corporation or by the same vote as was required to adopt the	1525
declaration of conversion;	1526

(3) A statement of, or a statement of the method to be used	1527
to determine, the fair value of the assets owned by the converting	1528
corporation at the time of the conversion;	1529

(4) The parties to the declaration of conversion in addition	1530
to the converting entity;	1531

(5) Any additional provision necessary or desirable with	1532
respect to the proposed conversion or the converted entity.	1533

(D) The directors of the domestic converting corporation must	1534
approve the declaration of conversion to effect the conversion,	1535
and the declaration of conversion must be adopted by the	1536
shareholders of the domestic converting corporation, at a meeting	1537
held for the purpose.	1538

(E) Notice of each meeting of shareholders of a domestic	1539
converting corporation at which a declaration of conversion is to	1540
be submitted shall be given to all shareholders of that	1541
corporation, whether or not they are entitled to vote, and shall	1542
be accompanied by a copy or a summary of the material provisions	1543
of the declaration of conversion.	1544

(F) The vote required to adopt a declaration of conversion at	1545
a meeting of the shareholders of a domestic converting corporation	1546
is the affirmative vote of the holders of shares of that	1547
corporation entitling them to exercise at least two-thirds of the	1548
voting power of the corporation on the proposal or a different	1549
proportion as provided in the articles, but not less than a	1550
majority, or, if the conversion is to a foreign corporation, a	1551
different proportion as the articles provide for a merger or	1552
consolidation, and the affirmative vote of the holders of shares	1553
of any particular class as required by the articles of the	1554
converting corporation.	1555

If the declaration of conversion would have an effect that,	1556
if accomplished through an amendment to the articles, would	1557
entitle the holders of shares of any particular class of a	1558
domestic converting corporation to vote as a class on the adoption	1559
of an amendment as provided in division (B) of section 1701.71 of	1560
the Revised Code, the declaration of conversion also must be	1561
adopted by the affirmative vote of the holders of at least	1562
two-thirds of the shares of such class, or a different proportion	1563
as the articles provide, but not less than a majority. However, if	1564
the declaration of conversion would have an effect that, if	1565
accomplished through an amendment to the articles, would entitle	1566
the holders of shares of any particular class of a domestic	1567
converting corporation to vote as a class on the adoption of an	1568
amendment pursuant to division (B)(2) or (4) of section 1701.71 of	1569
the Revised Code solely because those shares are to be converted	1570
into or substituted for the same number of shares of a class of a	1571
different corporation having express terms identical in all	1572
material respects to those of the class of shares so converted or	1573
substituted, the declaration of conversion does not need to be	1574
adopted by the affirmative vote of the holders of shares of that	1575
particular class voting as a class.	1576

If the declaration of conversion would authorize any	1577
particular corporate action that under any applicable provision of	1578
law or the articles could be authorized only by or pursuant to a	1579
specified vote of shareholders, the declaration of conversion also	1580
must be adopted by the same affirmative vote as required for such	1581
action.	1582

(G)(1) At any time before the filing of the certificate of	1583
conversion pursuant to section 1701.811 of the Revised Code, the	1584
conversion may be abandoned by the directors of the converting	1585
corporation, if the directors are authorized to do so by the	1586
declaration of conversion, or by the same vote of the shareholders	1587
as was required to adopt the declaration of conversion.	1588

(2) The declaration of conversion may contain a provision	1589
authorizing the directors of the converting corporation to amend	1590
the declaration of conversion at any time before the filing of the	1591
certificate of conversion pursuant to section 1701.811 of the	1592
Revised Code, except that, after the adoption of the declaration	1593
of conversion by the stockholders of the converting corporation,	1594
the directors may not amend the declaration of conversion to do	1595
any of the following:	1596

(a) Alter or change the amount or kind of interests, shares,	1597
evidences of indebtedness, other securities, cash, rights, or any	1598
other property to be received by the shareholders of the	1599
converting corporation in conversion of, or substitution for,	1600
their shares;	1601

(b) Alter or change any term of the organizational documents	1602
of the converted entity except for alterations or changes that are	1603
adopted with the vote or action of the persons, the vote or action	1604
of which would be required for the alteration or change after the	1605
conversion;	1606

(c) Alter or change any other terms and conditions of the	1607
declaration of conversion if any of the alterations or changes,	1608
alone or in the aggregate, materially and adversely would affect	1609
the holders of any class or series of shares of the converting	1610
corporation.	1611

Sec. 1701.802.  (A) For purposes of this section, a holding	1612
company is a domestic corporation that, from its formation until	1613
consummation of a merger governed by this section, was at all	1614
times a direct or indirect wholly owned subsidiary of the parent	1615
corporation and whose shares are issued in that merger solely to	1616
the shareholders of the parent corporation.	1617

(B) Pursuant to an agreement of merger between the	1618
constituent corporations as provided in this section and provided	1619
that the provisions of Chapter 1704. of the Revised Code do not	1620
prevent the merger from being effected, a direct or indirect	1621
wholly owned domestic subsidiary may be merged with or into a	1622
domestic parent corporation if all of the following apply:	1623

(1) The parent company and the direct or indirect wholly	1624
owned subsidiary are the only constituent entities to the merger.	1625

(2) Each share or fraction of a share of the outstanding	1626
shares of the parent corporation outstanding immediately prior to	1627
the time at which the merger becomes effective is converted in the	1628
merger into a share or fraction of a share of a holding company	1629
having express terms identical in all material respects to those	1630
that were converted in the merger.	1631

(3) The articles and regulations of the holding company	1632
immediately following the time at which the merger becomes	1633
effective contain provisions identical in all material respects to	1634
those contained in the articles and regulations of the parent	1635
corporation immediately prior to the time at which the merger	1636
becomes effective.	1637

(4) As a result of the merger, the parent corporation becomes	1638
a direct or indirect wholly owned subsidiary of the holding	1639
company.	1640

(5) The directors of the parent corporation become or remain	1641
the directors of the holding company immediately following the	1642
time at which the merger becomes effective.	1643

(C) A parent corporation, by action of its board of	1644
directors, may adopt a merger described in division (B) of this	1645
section without any vote of its shareholders. From and after the	1646
effective time of a merger adopted in this manner, all of the	1647
following apply:	1648

(1) To the extent the restrictions of Chapter 1704. of the	1649
Revised Code applied to the parent corporation and its	1650
shareholders at the effective time of the merger, such	1651
restrictions apply to the holding company and its shareholders	1652
immediately after the effective time of the merger as though it	1653
were the parent corporation. All shares of stock of the holding	1654
company acquired in the merger, for purposes of Chapter 1704. of	1655
the Revised Code, are deemed to have been acquired at the time	1656
that the shares of stock of the parent corporation converted in	1657
the merger were acquired, and any shareholder that immediately	1658
prior to the effective time of the merger was not an interested	1659
shareholder of the parent corporation within the meaning of	1660
Chapter 1704. of the Revised Code does not solely by reason of the	1661
merger become an interested shareholder of the holding company.	1662

(2) If the corporate name of the holding company immediately	1663
following the effective time of the merger is the same as the	1664
corporate name of the parent corporation immediately prior to the	1665
effective time of the merger, the shares of capital stock of the	1666
holding company into which the shares of capital stock of the	1667
parent corporation are converted in the merger shall be	1668
represented by the stock certificates that previously represented	1669
shares of capital stock of the parent corporation.	1670

(3) To the extent a shareholder of the parent corporation	1671
immediately prior to the time at which the merger became effective	1672
had standing to institute or maintain litigation by or in the	1673
right of the parent corporation, nothing in this section shall be	1674
deemed to limit or extinguish such standing.	1675

(D) If the agreement of merger is adopted pursuant to	1676
division (C) of this section, the secretary or assistant secretary	1677
of the parent corporation shall certify on the agreement that the	1678
agreement has been adopted pursuant to this section and that the	1679
conditions specified in division (B) of this section have been	1680
satisfied.	1681

(E) The agreement of merger shall set forth the designation	1682
and the number of the outstanding shares of each class of the	1683
subsidiary constituent corporation and the number of shares of	1684
each such class owned by the surviving corporation. It also shall	1685
set forth any statements and matters that are required, and may	1686
set forth any provision that is permitted, in a merger under	1687
section 1701.78 of the Revised Code.	1688

(F)(1) Except as otherwise provided in division (F)(2) of	1689
this section, within twenty days after the approval of the	1690
agreement of merger by the directors of each domestic constituent	1691
corporation, the surviving corporation shall deliver or send	1692
notice of such approval and a copy or summary of the agreement to	1693
each shareholder of each domestic constituent corporation, other	1694
than the surviving corporation, of record as of the date on which	1695
the directors of the surviving corporation approved the agreement.	1696
The notice and copy or summary shall be delivered or sent by mail,	1697
overnight delivery service, or any other means of communication	1698
authorized by the shareholder to whom the notice and copy or	1699
summary are sent.	1700

(2) Any corporation that files periodic reports with the	1701
United States securities and exchange commission pursuant to	1702
section 13 of the "Securities Exchange Act of 1934," 116 Stat.	1703
787, 15 U.S.C. 78m, as amended, or section 15(d) of the	1704
"Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d),	1705
as amended, may satisfy the notice requirement of division (F)(1)	1706
of this section by including a copy of the agreement of merger in	1707
a report filed in accordance with those provisions within twenty	1708
days after the approval of the agreement of merger by the	1709
directors of the corporation.	1710

(G) The approval of the agreement of merger by the directors	1711
of a domestic constituent corporation under this section	1712
constitutes adoption by that corporation.	1713

Sec. 1701.81.  (A) Upon adoption by each constituent entity	1714
of an agreement of merger or consolidation pursuant to section	1715
1701.78, 1701.781, 1701.79, 1701.791, 1701.80, or 1701.801, or	1716
1701.802 of the Revised Code, a certificate of merger or	1717
consolidation shall be filed with the secretary of state that is	1718
signed by any authorized representative of each constituent	1719
corporation, partnership, or other entity. The certificate shall	1720
be on a form prescribed by the secretary of state and shall set	1721
forth only the information required by this section.	1722

(B)(1) The certificate of merger or consolidation shall set	1723
forth all of the following:	1724

(a) The name and the form of entity of each constituent	1725
entity and the state under the laws of which each constituent	1726
entity exists;	1727

(b) A statement that each constituent entity has complied	1728
with all of the laws under which it exists and that the laws	1729
permit the merger or consolidation;	1730

(c) The name and mailing address of the person or entity that	1731
is to provide, in response to any written request made by a	1732
shareholder, partner, or other equity holder of a constituent	1733
entity, a copy of the agreement of merger or consolidation;	1734

(d) The effective date of the merger or consolidation, which	1735
date may be on or after the date of the filing of the certificate;	1736

(e) The signature of each representative authorized to sign	1737
the certificate on behalf of each constituent entity and the	1738
office held or the capacity in which the representative is acting;	1739

(f) A statement that the agreement of merger or consolidation	1740
is authorized on behalf of each constituent entity and that each	1741
person who signed the certificate on behalf of each entity is	1742
authorized to do so;	1743

(g) In the case of a merger, a statement that one or more	1744
specified constituent entities will be merged into a specified	1745
surviving entity or, in the case of a consolidation, a statement	1746
that the constituent entities will be consolidated into a new	1747
entity;	1748

(h) In the case of a merger, if the surviving entity is a	1749
foreign entity not licensed to transact business in this state,	1750
the name and address of the statutory agent upon whom any process,	1751
notice, or demand against any constituent entity may be served;	1752

(i) In the case of a consolidation, the name and address of	1753
the statutory agent upon whom any process, notice, or demand	1754
against any constituent entity or the new entity may be served.	1755

(2) In the case of a consolidation into a new domestic	1756
corporation, limited liability company, or limited partnership,	1757
the articles of incorporation, the articles of organization, or	1758
the certificate of limited partnership of the new domestic entity	1759
shall be filed with the certificate of merger or consolidation.	1760

(3) In the case of a merger into a domestic corporation,	1761
limited liability company, or limited partnership, any amendments	1762
to the articles of incorporation, articles of organization, or	1763
certificate of limited partnership of the surviving domestic	1764
entity shall be filed with the certificate of merger or	1765
consolidation.	1766

(4) If the surviving or new entity is a foreign entity that	1767
desires to transact business in this state as a foreign	1768
corporation, limited liability company, or limited partnership,	1769
the certificate of merger or consolidation shall be accompanied by	1770
the information required by division (B)(8), (9), or (10) of	1771
section 1701.791 of the Revised Code.	1772

(5) If a foreign or domestic corporation licensed to transact	1773
business in this state is a constituent entity and the surviving	1774
or new entity resulting from the merger or consolidation is not a	1775
foreign or domestic corporation that is to be licensed to transact	1776
business in this state, the certificate of merger or consolidation	1777
shall be accompanied by the affidavits, receipts, certificates, or	1778
other evidence required by division (H) of section 1701.86 of the	1779
Revised Code, with respect to each domestic constituent	1780
corporation, and by the affidavits, receipts, certificates, or	1781
other evidence required by division (C) or (D) of section 1703.17	1782
of the Revised Code, with respect to each foreign constituent	1783
corporation licensed to transact business in this state.	1784

(C) If any constituent entity in a merger or consolidation is	1785
organized or formed under the laws of a state other than this	1786
state or under any chapter of the Revised Code other than this	1787
chapter, there also shall be filed in the proper office all	1788
documents that are required to be filed in connection with the	1789
merger or consolidation by the laws of that state or by that	1790
chapter.	1791

(D) Upon the filing of a certificate of merger or	1792
consolidation and other filings as described in division (C) of	1793
this section or at such later date as the certificate of merger or	1794
consolidation specifies, the merger or consolidation is effective.	1795

(E) The secretary of state shall furnish, upon request and	1796
payment of the fee specified in division (D) of section 111.16 of	1797
the Revised Code, the secretary of state's certificate setting	1798
forth the name and the form of entity of each constituent entity	1799
and the states under the laws of which each constituent entity	1800
existed prior to the merger or consolidation, the name and the	1801
form of entity of the surviving or new entity and the state under	1802
the laws of which the surviving entity exists or the new entity is	1803
to exist, the date of filing of the certificate of merger or	1804
consolidation with the secretary of state, and the effective date	1805
of the merger or consolidation. The certificate of the secretary	1806
of state, or a copy of the certificate of merger or consolidation	1807
certified by the secretary of state, may be filed for record in	1808
the office of the recorder of any county in this state and, if	1809
filed, shall be recorded in the records of deeds for that county.	1810
For that recording, the county recorder shall charge and collect	1811
the same fee as in the case of deeds.	1812

Sec. 1701.811. (A) Upon the adoption of a declaration of	1813
conversion pursuant to section 1701.782 or 1701.792 of the Revised	1814
Code, or at a later time as authorized by the declaration of	1815
conversion, a certificate of conversion that is signed by an	1816
authorized representative of the converting entity shall be filed	1817
with the secretary of state. The certificate shall be on a form	1818
prescribed by the secretary of state and shall set forth only the	1819
information required by this section.	1820

(B)(1) The certificate of conversion shall set forth all of	1821
the following:	1822

(a) The name and the form of entity of the converting entity	1823
and the state under the laws of which the converting entity	1824
exists;	1825

(b) A statement that the converting entity has complied with	1826
all of the laws under which it exists and that the laws permit the	1827
conversion;	1828

(c) The name and mailing address of the person or entity that	1829
is to provide a copy of the declaration of conversion in response	1830
to any written request made by a shareholder, partner, or member	1831
of the converting entity;	1832

(d) The effective date of the conversion, which date may be	1833
on or after the date of the filing of the certificate pursuant to	1834
this section;	1835

(e) The signature of the representative or representatives	1836
authorized to sign the certificate on behalf of the converting	1837
entity and the office held or the capacity in which the	1838
representative is acting;	1839

(f) A statement that the declaration of conversion is	1840
authorized on behalf of the converting entity and that each person	1841
signing the certificate on behalf of the converting entity is	1842
authorized to do so;	1843

(g) The name and the form of the converted entity and the	1844
state under the laws of which the converted entity will exist;	1845

(h) If the converted entity is a foreign entity that will not	1846
be licensed in this state, the name and address of the statutory	1847
agent upon whom any process, notice, or demand may be served.	1848

(2) In the case of a conversion into a new domestic	1849
corporation, limited liability company, limited partnership, or	1850
other partnership, any organizational document, including a	1851
designation of agent, that would be filed upon the creation of the	1852
new entity shall be filed with the certificate of conversion.	1853

(3) If the converted entity is a foreign entity that desires	1854
to transact business in this state, the certificate of conversion	1855
shall be accompanied by the information required by division	1856
(B)(8), (9), or (10) of section 1701.791 of the Revised Code.	1857

(4) If a foreign or domestic corporation licensed to transact	1858
business in this state is the converting entity, the certificate	1859
of conversion shall be accompanied by the affidavits, receipts,	1860
certificates, or other evidence required by division (H) of	1861
section 1701.86 of the Revised Code with respect to a converting	1862
domestic corporation, or by the affidavits, receipts,	1863
certificates, or other evidence required by division (C) or (D) of	1864
section 1703.17 of the Revised Code with respect to a foreign	1865
corporation.	1866

(C) If the converting entity or the converted entity is	1867
organized or formed under the laws of a state other than this	1868
state or under any chapter of the Revised Code other than this	1869
chapter, all documents required to be filed in connection with the	1870
conversion by the laws of that state or that chapter shall be	1871
filed in the proper office.	1872

(D) Upon the filing of a certificate of conversion and other	1873
filings required by division (C) of this section or at any later	1874
date that the certificate of conversion specifies, the conversion	1875
is effective, subject to the limitation that no conversion will be	1876
effective if there are reasonable grounds to believe that the	1877
conversion would render the converted entity unable to pay its	1878
obligations as they become due in the usual course of its affairs.	1879

(E) The secretary of state shall furnish, upon request and	1880
payment of the fee specified in division (K)(2) of section 111.16	1881
of the Revised Code, the secretary of state's certificate setting	1882
forth all of the following:	1883

(1) The name and form of entity of the converting entity and	1884
the state under the laws of which it existed prior to the	1885
conversion;	1886

(2) The name and the form of entity of the converted entity	1887
and the state under the laws of which it will exist;	1888

(3) The date of filing of the certificate of conversion with	1889
the secretary of state and the effective date of the conversion.	1890

(F) The certificate of the secretary of state, or a copy of	1891
the certificate of conversion certified by the secretary of state,	1892
may be filed for record in the office of the recorder of any	1893
county in this state and, if filed, shall be recorded in the	1894
records of deeds for that county. For the recording, the county	1895
recorder shall charge and collect the same fee as in the case of	1896
deeds.	1897

Sec. 1701.821. (A) Upon a conversion becoming effective, all	1898
of the following apply:	1899

(1) The converting entity is continued in the converted	1900
entity.	1901

(2) The converted entity exists, and the converting entity	1902
ceases to exist.	1903

(3) The converted entity possesses both of the following, and	1904
both of the following continue in the converted entity without any	1905
further act or deed:	1906

(a) Except to the extent limited by the requirements of	1907
applicable law, both of the following:	1908

(i) All assets and property of every description of the	1909
converting entity and every interest in the assets and property of	1910
the converted entity, wherever the assets, property, and interests	1911
are located. Title to any real estate or any interest in real	1912
estate that was vested in the converting entity does not revert or	1913
in any way is impaired by reason of the conversion.	1914

(ii) The rights, privileges, immunities, powers, franchises,	1915
and authority, whether of a public or a private nature, of the	1916
converting entity.	1917

(b) All obligations belonging or due to the converting	1918
entity.	1919

(4) All the rights of creditors of the converting entity are	1920
preserved unimpaired, and all liens upon the property of the	1921
converting entity are preserved unimpaired. If a general partner	1922
of a converting partnership is not a general partner of the entity	1923
resulting from the conversion, then the former general partner has	1924
no liability for any obligation incurred after the conversion	1925
except to the extent that a former creditor of the converting	1926
partnership in which the former general partner was a general	1927
partner extends credit to the converted entity reasonably	1928
believing that the former general partner continues as a general	1929
partner of the converted entity.	1930

(B) In the case of a conversion into a foreign corporation,	1931
limited liability company, or partnership that is not licensed or	1932
registered to transact business in this state, if the converted	1933
entity intends to transact business in this state, and the	1934
certificate of conversion is accompanied by the information	1935
described in division (B)(4) of section 1701.81 of the Revised	1936
Code, then on the effective date of the conversion, the converted	1937
entity is considered to have complied with the requirements for	1938
procuring a license or for registration to transact business in	1939
this state as a foreign corporation, limited liability company,	1940
limited partnership, or limited liability partnership as the case	1941
may be. In such a case, a copy of the certificate of conversion	1942
certified by the secretary of state constitutes the license	1943
certificate prescribed for a foreign corporation or the	1944
application for registration prescribed for a foreign limited	1945
liability company, foreign limited partnership, or foreign limited	1946
liability partnership.	1947

(C) Any action to set aside a conversion on the ground that	1948
any section of the Revised Code applicable to the conversion has	1949
not been complied with shall be brought within ninety days after	1950
the effective date of the conversion or is forever barred.	1951

(D) In the case of a converting or converted entity organized	1952
or existing under the laws of any state other than this state,	1953
this section is subject to the laws of the state under which that	1954
entity exists or in which it has property.	1955

Sec. 1701.831.  (A) Unless the articles or, the regulations	1956
adopted by the shareholders, or the regulations adopted by the	1957
directors pursuant to division (A)(1) of section 1701.10 of the	1958
Revised Code of the issuing public corporation provide that this	1959
section does not apply to control share acquisitions of shares of	1960
such corporation, any control share acquisition of an issuing	1961
public corporation shall be made only with the prior authorization	1962
of the shareholders of such corporation in accordance with this	1963
section.	1964

(B) Any person who proposes to make a control share	1965
acquisition shall deliver an acquiring person statement to the	1966
issuing public corporation at the issuing public corporation's	1967
principal executive offices. Such acquiring person statement shall	1968
set forth all of the following:	1969

(1) The identity of the acquiring person;

1970

(2) A statement that the acquiring person statement is given	1971
pursuant to this section;	1972

(3) The number of shares of the issuing public corporation	1973
owned, directly or indirectly, by the acquiring person;	1974

(4) The range of voting power, described in division	1975
(Z)(1)(a), (b), or (c) of section 1701.01 of the Revised Code,	1976
under which the proposed control share acquisition would, if	1977
consummated, fall;	1978

(5) A description in reasonable detail of the terms of the	1979
proposed control share acquisition;	1980

(6) Representations of the acquiring person, together with a	1981
statement in reasonable detail of the facts upon which they are	1982
based, that the proposed control share acquisition, if	1983
consummated, will not be contrary to law, and that the acquiring	1984
person has the financial capacity to make the proposed control	1985
share acquisition.	1986

(C)(1) Within ten days after receipt of an acquiring person	1987
statement that complies with division (B) of this section, the	1988
directors of the issuing public corporation shall call a special	1989
meeting of shareholders of the issuing public corporation for the	1990
purpose of voting on the proposed control share acquisition.	1991
Subject to division (C)(2) of this section, unless the acquiring	1992
person and the issuing public corporation agree in writing to	1993
another date, such special meeting of shareholders shall be held	1994
within fifty days after receipt by the issuing public corporation	1995
of the acquiring person statement. If the acquiring person so	1996
requests in writing at the time of delivery of the acquiring	1997
person statement, such special meetings shall be held no sooner	1998
than thirty days after receipt by the issuing public corporation	1999
of the acquiring person statement. Subject to division (C)(2) of	2000
this section, such special meeting of shareholders shall be held	2001
no later than any other special meeting of shareholders that is	2002
called, after receipt by the issuing public corporation of the	2003
acquiring person statement, in compliance with this section or	2004
section 1701.76, 1701.78, 1701.781, 1701.79, 1701.791, 1701.801,	2005
or 1701.83 of the Revised Code.	2006

(2) If, in connection with a proposed control share	2007
acquisition, the acquiring person changes the percentage of the	2008
class of shares being sought, the consideration offered, or the	2009
security dealer's soliciting fee; extends the expiration date of a	2010
tender offer for the shares being sought; or otherwise changes the	2011
terms of the proposed control share acquisition, then the	2012
directors of the issuing public corporation may reschedule the	2013
special meeting of shareholders required by division (C)(1) of	2014
this section. If the proposed control share acquisition is to be	2015
made pursuant to a tender offer, then the meeting may be	2016
rescheduled to a date that is not later than the expiration date	2017
of the offer. If the proposed control share acquisition is to be	2018
made other than pursuant to a tender offer, the meeting may be	2019
rescheduled to a date that is not later than ten business days	2020
after notice of the change is first given to the shareholders.	2021

(D) Notice of the special meeting of shareholders shall be	2022
given as promptly as reasonably practicable by the issuing public	2023
corporation to all shareholders of record as of the record date	2024
set for such meeting, whether or not entitled to vote at the	2025
meeting. The notice shall include or be accompanied by both of the	2026
following:	2027

(1) A copy of the acquiring person statement delivered to the	2028
issuing public corporation pursuant to this section;	2029

(2) A statement by the issuing public corporation, authorized	2030
by its directors, of its position or recommendation, or that it is	2031
taking no position or making no recommendation, with respect to	2032
the proposed control share acquisition.	2033

(E) The acquiring person may make the proposed control share	2034
acquisition if both of the following occur:	2035

(1) The shareholders of the issuing public corporation who	2036
hold shares as of the record date of such corporation entitling	2037
them to vote in the election of directors authorize the	2038
acquisition at the special meeting held for that purpose at which	2039
a quorum is present by an affirmative vote of a majority of the	2040
voting power of such corporation in the election of directors	2041
represented at the meeting in person or by proxy, and a majority	2042
of the portion of the voting power excluding the voting power of	2043
interested shares represented at the meeting in person or by	2044
proxy. A quorum shall be deemed to be present at the special	2045
meeting if at least a majority of the voting power of the issuing	2046
public corporation in the election of directors is represented at	2047
the meeting in person or by proxy.	2048

(2) The acquisition is consummated, in accordance with the	2049
terms so authorized, no later than three hundred sixty days	2050
following shareholder authorization of the control share	2051
acquisition.	2052

(F) Except as expressly provided in this section, nothing in	2053
this section shall be construed to affect or impair any right,	2054
remedy, obligation, duty, power, or authority of any acquiring	2055
person, any issuing public corporation, the directors of any	2056
acquiring person or issuing public corporation, or any other	2057
person under the laws of this or any other state or of the United	2058
States.	2059

(G) If any application of any provision of this section is	2060
for any reason held to be illegal or invalid, the illegality or	2061
invalidity shall not affect any legal and valid provision or	2062
application of this section, and the parts and applications of	2063
this section are severable.	2064

Sec. 1701.84.  The following are entitled to relief as	2065
dissenting shareholders under section 1701.85 of the Revised Code:	2066

(A) Shareholders of a domestic corporation that is being	2067
merged or consolidated into a surviving or new entity, domestic or	2068
foreign, pursuant to section 1701.78, 1701.781, 1701.79, 1701.791,	2069
or 1701.801 of the Revised Code;	2070

(B) In the case of a merger into a domestic corporation,	2071
shareholders of the surviving corporation who under section	2072
1701.78 or 1701.781 of the Revised Code are entitled to vote on	2073
the adoption of an agreement of merger, but only as to the shares	2074
so entitling them to vote;	2075

(C) Shareholders, other than the parent corporation, of a	2076
domestic subsidiary corporation that is being merged into the	2077
domestic or foreign parent corporation pursuant to section 1701.80	2078
of the Revised Code;	2079

(D) In the case of a combination or a majority share	2080
acquisition, shareholders of the acquiring corporation who under	2081
section 1701.83 of the Revised Code are entitled to vote on such	2082
transaction, but only as to the shares so entitling them to vote;	2083

(E) Shareholders of a domestic subsidiary corporation into	2084
which one or more domestic or foreign corporations are being	2085
merged pursuant to section 1701.801 of the Revised Code;	2086

(F) Shareholders of a domestic corporation that is being	2087
converted pursuant to section 1701.792 of the Revised Code.	2088

Sec. 1701.85.  (A)(1) A shareholder of a domestic corporation	2089
is entitled to relief as a dissenting shareholder in respect of	2090
the proposals described in sections 1701.74, 1701.76, and 1701.84	2091
of the Revised Code, only in compliance with this section.	2092

(2) If the proposal must be submitted to the shareholders of	2093
the corporation involved, the dissenting shareholder shall be a	2094
record holder of the shares of the corporation as to which hethe	2095
dissenting shareholder seeks relief as of the date fixed for the	2096
determination of shareholders entitled to notice of a meeting of	2097
the shareholders at which the proposal is to be submitted, and	2098
such shares shall not have been voted in favor of the proposal.	2099
Not later than ten days after the date on which the vote on the	2100
proposal was taken at the meeting of the shareholders, the	2101
dissenting shareholder shall deliver to the corporation a written	2102
demand for payment to himthe dissenting shareholder of the fair	2103
cash value of the shares as to which hethe dissenting shareholder	2104
seeks relief, which demand shall state histhe dissenting	2105
shareholder's address, the number and class of such shares, and	2106
the amount claimed by himthe dissenting shareholder as the fair	2107
cash value of the shares.	2108

(3) The dissenting shareholder entitled to relief under	2109
division (C) of section 1701.84 of the Revised Code in the case of	2110
a merger pursuant to section 1701.80 of the Revised Code and a	2111
dissenting shareholder entitled to relief under division (E) of	2112
section 1701.84 of the Revised Code in the case of a merger	2113
pursuant to section 1701.801 of the Revised Code shall be a record	2114
holder of the shares of the corporation as to which hethe	2115
dissenting shareholder seeks relief as of the date on which the	2116
agreement of merger was adopted by the directors of that	2117
corporation. Within twenty days after hethe dissenting	2118
shareholder has been sent the notice provided in section 1701.80	2119
or 1701.801 of the Revised Code, the dissenting shareholder shall	2120
deliver to the corporation a written demand for payment with the	2121
same information as that provided for in division (A)(2) of this	2122
section.	2123

(4) In the case of a merger or consolidation, a demand served	2124
on the constituent corporation involved constitutes service on the	2125
surviving or the new entity, whether the demand is served before,	2126
on, or after the effective date of the merger or consolidation. In	2127
the case of a conversion, a demand served on the converting	2128
corporation constitutes service on the converted entity, whether	2129
the demand is served before, on, or after the effective date of	2130
the conversion.	2131

(5) If the corporation sends to the dissenting shareholder,	2132
at the address specified in histhe dissenting shareholder's	2133
demand, a request for the certificates representing the shares as	2134
to which hethe dissenting shareholder seeks relief, the	2135
dissenting shareholder, within fifteen days from the date of the	2136
sending of such request, shall deliver to the corporation the	2137
certificates requested so that the corporation may forthwith	2138
endorse on them a legend to the effect that demand for the fair	2139
cash value of such shares has been made. The corporation promptly	2140
shall return suchthe endorsed certificates to the dissenting	2141
shareholder. A dissenting shareholder's failure to deliver such	2142
the certificates terminates histhe dissenting shareholder's	2143
rights as a dissenting shareholder, at the option of the	2144
corporation, exercised by written notice sent to the dissenting	2145
shareholder within twenty days after the lapse of the fifteen-day	2146
period, unless a court for good cause shown otherwise directs. If	2147
shares represented by a certificate on which such a legend has	2148
been endorsed are transferred, each new certificate issued for	2149
them shall bear a similar legend, together with the name of the	2150
original dissenting holder of suchthe shares. Upon receiving a	2151
demand for payment from a dissenting shareholder who is the record	2152
holder of uncertificated securities, the corporation shall make an	2153
appropriate notation of the demand for payment in its shareholder	2154
records. If uncertificated shares for which payment has been	2155
demanded are to be transferred, any new certificate issued for the	2156
shares shall bear the legend required for certificated securities	2157
as provided in this paragraph. A transferee of the shares so	2158
endorsed, or of uncertificated securities where such notation has	2159
been made, acquires only suchthe rights in the corporation as the	2160
original dissenting holder of such shares had immediately after	2161
the service of a demand for payment of the fair cash value of the	2162
shares. A request under this paragraph by the corporation is not	2163
an admission by the corporation that the shareholder is entitled	2164
to relief under this section.	2165

(B) Unless the corporation and the dissenting shareholder	2166
have come to an agreement on the fair cash value per share of the	2167
shares as to which the dissenting shareholder seeks relief, the	2168
dissenting shareholder or the corporation, which in case of a	2169
merger or consolidation may be the surviving or new entity, or in	2170
the case of a conversion may be the converted entity, within three	2171
months after the service of the demand by the dissenting	2172
shareholder, may file a complaint in the court of common pleas of	2173
the county in which the principal office of the corporation that	2174
issued the shares is located or was located when the proposal was	2175
adopted by the shareholders of the corporation, or, if the	2176
proposal was not required to be submitted to the shareholders, was	2177
approved by the directors. Other dissenting shareholders, within	2178
that three-month period, may join as plaintiffs or may be joined	2179
as defendants in any such proceeding, and any two or more such	2180
proceedings may be consolidated. The complaint shall contain a	2181
brief statement of the facts, including the vote and the facts	2182
entitling the dissenting shareholder to the relief demanded. No	2183
answer to such a complaint is required. Upon the filing of such a	2184
complaint, the court, on motion of the petitioner, shall enter an	2185
order fixing a date for a hearing on the complaint and requiring	2186
that a copy of the complaint and a notice of the filing and of the	2187
date for hearing be given to the respondent or defendant in the	2188
manner in which summons is required to be served or substituted	2189
service is required to be made in other cases. On the day fixed	2190
for the hearing on the complaint or any adjournment of it, the	2191
court shall determine from the complaint and from such evidence as	2192
is submitted by either party whether the dissenting shareholder is	2193
entitled to be paid the fair cash value of any shares and, if so,	2194
the number and class of such shares. If the court finds that the	2195
dissenting shareholder is so entitled, the court may appoint one	2196
or more persons as appraisers to receive evidence and to recommend	2197
a decision on the amount of the fair cash value. The appraisers	2198
have such power and authority as is specified in the order of	2199
their appointment. The court thereupon shall make a finding as to	2200
the fair cash value of a share and shall render judgment against	2201
the corporation for the payment of it, with interest at sucha	2202
rate and from sucha date as the court considers equitable. The	2203
costs of the proceeding, including reasonable compensation to the	2204
appraisers to be fixed by the court, shall be assessed or	2205
apportioned as the court considers equitable. The proceeding is a	2206
special proceeding and final orders in it may be vacated,	2207
modified, or reversed on appeal pursuant to the Rules of Appellate	2208
Procedure and, to the extent not in conflict with those rules,	2209
Chapter 2505. of the Revised Code. If, during the pendency of any	2210
proceeding instituted under this section, a suit or proceeding is	2211
or has been instituted to enjoin or otherwise to prevent the	2212
carrying out of the action as to which the shareholder has	2213
dissented, the proceeding instituted under this section shall be	2214
stayed until the final determination of the other suit or	2215
proceeding. Unless any provision in division (D) of this section	2216
is applicable, the fair cash value of the shares that is agreed	2217
upon by the parties or fixed under this section shall be paid	2218
within thirty days after the date of final determination of such	2219
value under this division, the effective date of the amendment to	2220
the articles, or the consummation of the other action involved,	2221
whichever occurs last. Upon the occurrence of the last such event,	2222
payment shall be made immediately to a holder of uncertificated	2223
securities entitled to such payment. In the case of holders of	2224
shares represented by certificates, payment shall be made only	2225
upon and simultaneously with the surrender to the corporation of	2226
the certificates representing the shares for which the payment is	2227
made.	2228

(C) If the proposal was required to be submitted to the	2229
shareholders of the corporation, fair cash value as to those	2230
shareholders shall be determined as of the day prior to the day on	2231
which the vote by the shareholders was taken and, in the case of a	2232
merger pursuant to section 1701.80 or 1701.801 of the Revised	2233
Code, fair cash value as to shareholders of a constituent	2234
subsidiary corporation shall be determined as of the day before	2235
the adoption of the agreement of merger by the directors of the	2236
particular subsidiary corporation. The fair cash value of a share	2237
for the purposes of this section is the amount that a willing	2238
seller who is under no compulsion to sell would be willing to	2239
accept and that a willing buyer who is under no compulsion to	2240
purchase would be willing to pay, but in no event shall the fair	2241
cash value of a share exceed the amount specified in the demand of	2242
the particular shareholder. In computing such fair cash value, any	2243
appreciation or depreciation in market value resulting from the	2244
proposal submitted to the directors or to the shareholders shall	2245
be excluded.	2246

(D)(1) The right and obligation of a dissenting shareholder	2247
to receive such fair cash value and to sell such shares as to	2248
which hethe dissenting shareholder seeks relief, and the right	2249
and obligation of the corporation to purchase such shares and to	2250
pay the fair cash value of them terminates if any of the following	2251
applies:	2252

(a) The dissenting shareholder has not complied with this	2253
section, unless the corporation by its directors waives such	2254
failure;	2255

(b) The corporation abandons the action involved or is	2256
finally enjoined or prevented from carrying it out, or the	2257
shareholders rescind their adoption of the action involved;	2258

(c) The dissenting shareholder withdraws histhe dissenting	2259
shareholder's demand, with the consent of the corporation by its	2260
directors;	2261

(d) The corporation and the dissenting shareholder have not	2262
come to an agreement as to the fair cash value per share, and	2263
neither the shareholder nor the corporation has filed or joined in	2264
a complaint under division (B) of this section within the period	2265
provided in that division.	2266

(2) For purposes of division (D)(1) of this section, if the	2267
merger or, consolidation, or conversion has become effective and	2268
the surviving or, new, or converted entity is not a corporation,	2269
action required to be taken by the directors of the corporation	2270
shall be taken by the general partners of a surviving or, new, or	2271
converted partnership or the comparable representatives of any	2272
other surviving or, new, or converted entity.	2273

(E) From the time of the dissenting shareholder's giving of	2274
the demand until either the termination of the rights and	2275
obligations arising from it or the purchase of the shares by the	2276
corporation, all other rights accruing from such shares, including	2277
voting and dividend or distribution rights, are suspended. If	2278
during the suspension, any dividend or distribution is paid in	2279
money upon shares of such class or any dividend, distribution, or	2280
interest is paid in money upon any securities issued in	2281
extinguishment of or in substitution for such shares, an amount	2282
equal to the dividend, distribution, or interest which, except for	2283
the suspension, would have been payable upon such shares or	2284
securities, shall be paid to the holder of record as a credit upon	2285
the fair cash value of the shares. If the right to receive fair	2286
cash value is terminated other than by the purchase of the shares	2287
by the corporation, all rights of the holder shall be restored and	2288
all distributions which, except for the suspension, would have	2289
been made shall be made to the holder of record of the shares at	2290
the time of termination.	2291

Sec. 1701.92.  (A) A copy of the articles or amended articles	2292
filed in the office of the secretary of state, certified by the	2293
secretary of state, shall be conclusive evidence, except as	2294
against the state, that the corporation has been incorporated	2295
under the laws of this state; and a. A copy duly certified by the	2296
secretary of state of any certificate of amendment or other	2297
certificate filed in histhe secretary of state's office shall be	2298
prima-facie evidence of suchthe amendment or of the facts stated	2299
in any such certificate, and of the observance and performance of	2300
all antecedent conditions necessary to the action which such	2301
certificate purports to evidence.	2302

(B) A copy of amended articles filed in the office of the	2303
secretary of state, certified by the secretary of state, shall be	2304
accepted in this state and other jurisdictions in lieu of the	2305
original articles, amendments thereto, and prior amended articles.	2306

(C) The original or a copy of the record of minutes of the	2307
proceedings of the incorporators of a corporation, or of the	2308
proceedings or meetings of the shareholders or any class of	2309
shareholders, or of the directors, or of any committee thereof,	2310
including any written consent, waiver, release, or agreement	2311
entered in suchthe record orof minutes, or the original or a	2312
copy of a statement that no specified proceeding was had or that	2313
no specified consent, waiver, release, or agreement exists, shall,	2314
when certified to be true by the secretary or an assistant	2315
secretary of a corporation, be received in the courts as	2316
prima-facie evidence of the facts stated therein. Every meeting	2317
referred to in suchthe certified original or copy shall be deemed	2318
duly called and held, and all motions and resolutions adopted and	2319
proceedings had at such meeting shall be deemed duly adopted and	2320
had, and all elections of directors and all elections or	2321
appointments of officers chosen at such meeting shall be deemed	2322
valid, until the contrary is proved; and whenever. Whenever a	2323
person who is not a shareholder of a corporation has acted in good	2324
faith in reliance upon any such certified original or copy, it is	2325
conclusive in histhe person's favor.	2326

(D) A certificate issued by the secretary of state confirming	2327
that a corporation is in good standing, as defined in division (E)	2328
of this section, is, for seven days after the date on the	2329
certificate, conclusive evidence of both of the following:	2330

(1) The authority of a domestic corporation has not been	2331
limited as described in section 1701.88 or 1701.91 of the Revised	2332
Code, provided that both of the following apply:	2333

(a) The person relying on the certificate had no knowledge	2334
that the corporation's articles had been canceled.	2335

(b) The certificate is not presented as evidence against the	2336
state.	2337

(2) The license authorizing a foreign corporation to transact	2338
business in this state has not expired, been cancelled, or been	2339
surrendered.	2340

(E) For purposes of division (D) of this section, "good	2341
standing" means that the authority of the corporation to carry on	2342
business is not limited by section 1701.88 of the Revised Code.	2343

Sec. 1701.921. (A) Absent an express agreement to the	2344
contrary, a person providing goods to or performing services for a	2345
domestic or foreign corporation owes no duty to, incurs no	2346
liability or obligation to, and is not in privity with the	2347
shareholders or creditors of the corporation by reason of	2348
providing goods to or performing services for the corporation.	2349

(B) Absent an express agreement to the contrary, a person	2350
providing goods to or performing services for a shareholder or	2351
group of shareholders of a domestic or foreign corporation owes no	2352
duty to, incurs no liability or obligation to, and is not in	2353
privity with the corporation, any other shareholders of the	2354
corporation, or the creditors of the corporation by reason of	2355
providing goods to or performing services for the shareholder or	2356
group of shareholders.	2357

Sec. 1704.02.  An issuing public corporation shall not engage	2358
in a Chapter 1704. transaction for three years after an interested	2359
shareholder's share acquisition date unless either of the	2360
following applies:	2361

(A) Prior to the interested shareholder's share acquisition	2362
date, the directors of the issuing public corporation have	2363
approved, for the purposes of this chapter, the Chapter 1704.	2364
transaction or the purchase of shares by the interested	2365
shareholder on the interested shareholder's share acquisition	2366
date;	2367

(B) Any of the provisions of section 1704.05 of the Revised	2368
Code makes this chapter inapplicable, except that if the Chapter	2369
1704. transaction is of a type described in section 1701.76,	2370
1701.78, 1701.79, 1701.80, 1701.801, 1701.802, or 1701.86 of the	2371
Revised Code, there also must be compliance with the provisions of	2372
that section.	2373

Sec. 1704.03.  (A) At any time after the three-year period	2374
described in section 1704.02 of the Revised Code, the issuing	2375
public corporation may engage in a Chapter 1704. transaction,	2376
provided that if the Chapter 1704. transaction is of a type	2377
described in section 1701.76, 1701.78, 1701.79, 1701.80, 1701.801,	2378
1701.802, or 1701.86 of the Revised Code, there is compliance with	2379
the provisions of that section, and provided that at least one of	2380
the following is satisfied:	2381

(1) Any of the provisions of section 1704.05 of the Revised	2382
Code makes this chapter inapplicable;	2383

(2) Prior to the interested shareholder's share acquisition	2384
date, the directors of the issuing public corporation had approved	2385
the purchase of shares by the interested shareholder on the	2386
interested shareholder's share acquisition date;	2387

(3) The Chapter 1704. transaction is approved, at a meeting	2388
held for that purpose, by the affirmative vote of the holders of	2389
shares of the issuing public corporation entitling them to	2390
exercise at least two-thirds of the voting power of the issuing	2391
public corporation in the election of directors, or of such	2392
different proportion as the articles may provide, provided the	2393
Chapter 1704. transaction also is also approved by the affirmative	2394
vote of the holders of at least a majority of the disinterested	2395
shares;	2396

(4) The Chapter 1704. transaction meets both of the following	2397
conditions:	2398

(a) It results in the receipt per share by the holders of all	2399
outstanding shares of the issuing public corporation not	2400
beneficially owned by the interested shareholder of an amount of	2401
cash that, when added to the fair market value, as of the	2402
consummation date of the Chapter 1704. transaction, of noncash	2403
consideration, aggregates at least the higher of the following:	2404

(i) The figure determined under division (B)(1) of this	2405
section;	2406

(ii) The preferential amount per share, if any, to which	2407
holders of shares of that class or series of shares are entitled	2408
upon voluntary or involuntary dissolution of the issuing public	2409
corporation, plus the aggregate amount per share of dividends	2410
declared or due that those holders are entitled to receive before	2411
payment of dividends on another class or series of shares, unless	2412
the aggregate amount per share of those dividends is included in	2413
the preferential amount.	2414

(b) The form of consideration to be received by holders of	2415
each particular class or series of outstanding shares of the	2416
issuing public corporation in the Chapter 1704. transaction, apart	2417
from any portion that is interest, is in cash or, if the	2418
interested shareholder previously purchased shares of that class	2419
or series, is in the same form the interested shareholder	2420
previously paid to acquire the largest number of shares of that	2421
class or series, but in no event shall the fair market value of	2422
the consideration received by a holder of a share of a particular	2423
class or series of outstanding shares in the Chapter 1704.	2424
transaction be less than the current fair market value of a share	2425
of the issuing public corporation of the same class or series.	2426

(B)(1) For purposes of making a determination under division	2427
(A)(4)(a) of this section, the figure to be used in division	2428
(A)(4)(a)(i) of this section shall be the highest, after taking	2429
into account interest to the extent provided in division (B)(2) of	2430
this section, of the following:	2431

(a) The fair market value per share on the announcement date	2432
of the Chapter 1704. transaction;	2433

(b) The fair market value per share on the interested	2434
shareholder's share acquisition date;	2435

(c) The highest price per share paid, including brokerage	2436
commissions, transfer taxes, and soliciting dealers' fees, by the	2437
interested shareholder, or by an affiliate or associate of the	2438
interested shareholder, for shares of the same class or series	2439
within the three years immediately before and including the	2440
announcement date of the Chapter 1704. transaction;	2441

(d) The highest price per share paid, including brokerage	2442
commissions, transfer taxes, and soliciting dealers' fees, by the	2443
interested shareholder, or by an affiliate or associate of the	2444
interested shareholder, for shares of the same class or series	2445
within the three years immediately before and including the	2446
interested shareholder's share acquisition date.	2447

(2) Each determination under division (B)(1)(a), (b), (c), or	2448
(d) of this section shall include interest compounded annually	2449
from the earliest date as of which the per share fair market value	2450
was determined or on which that highest per share purchase price	2451
was paid through the consummation date of the Chapter 1704.	2452
transaction, at the rate of interest paid on one-year United	2453
States treasury obligations from time to time in effect, less the	2454
aggregate amount of any cash and the fair market value, as of the	2455
payment date, of any noncash dividends or other distributions paid	2456
per share since that date, up to the amount of the interest.	2457

Sec. 1705.09.  (A) The contributions of a member may be made	2458
in cash, property, services rendered, a promissory note, or any	2459
other binding obligation to contribute cash or property or to	2460
perform services; by providing any other benefit to the limited	2461
liability company; or by any combination of these.	2462

(B) A promise by a member to contribute to the limited	2463
liability company is not enforceable unless it is set forth in a	2464
writing signed by the member.	2465

(C) Except as otherwise provided in the operating agreement,	2466
a member is obligated to the limited liability company to perform	2467
any enforceable promise to contribute cash or other property or to	2468
perform services, even if hethe member is unable to perform the	2469
promise because of death, disability, or another reason. If a	2470
member fails to make a required contribution of property or	2471
services, then, at the option of the limited liability company,	2472
the member is obligated to contribute cash equal to the portion of	2473
the value as stated in the records required to be kept under	2474
section 1705.28 of the Revised Code of the stated contribution	2475
that hethe member has failed to make. This right of the company	2476
is in addition to and not in lieu of any other rights, including,	2477
but not limited to, the right to specific performance, that the	2478
company may have against the member under the operating agreement	2479
or applicable law.	2480

(D) Unless otherwise provided in the operating agreement, the	2481
obligation of a member to make a contribution or to return money	2482
or other property paid or distributed in violation of this chapter	2483
may be compromised only by the consent of all of the members.	2484

Sec. 1705.19.  If any judgment creditor of a member of a	2485
limited liability company applies to a court of common pleas to	2486
charge the membership interest of the member with payment of the	2487
unsatisfied amount of the judgment with interest, the court may so	2488
charge the membership interest. To the extent the membership	2489
interest is so charged, the judgment creditor has only the rights	2490
of an assignee of the membership interest. Nothing in this chapter	2491
deprives a member of histhe member's statutory exemption.	2492

Sec. 1705.361. (A) Subject to division (B)(2) of this	2493
section, pursuant to a written declaration of conversion as	2494
provided in this section, a domestic or foreign entity other than	2495
a domestic limited liability company may be converted into a	2496
domestic limited liability company. The conversion also must be	2497
permitted by the chapter of the Revised Code or by the laws under	2498
which the converting entity exists.	2499

(B)(1) The written declaration of conversion shall set forth	2500
all of the following:	2501

(a) The name and form of entity that is being converted, the	2502
name of the entity into which the entity will be converted, and	2503
the jurisdiction of formation of the converting entity;	2504

(b) The articles of organization of the converted domestic	2505
limited liability company;	2506

(c) The operating agreement of the converted domestic limited	2507
liability company or a provision that a written agreement of the	2508
converting entity, a copy of which is attached to the declaration	2509
of conversion, with any amendments set forth in the declaration of	2510
conversion, will be the operating agreement of the converted	2511
entity;	2512

(d) If management of the converted entity is not reserved to	2513
its members, the names of the managers of the converted entity;	2514

(e) All statements and matters required to be set forth in an	2515
instrument of conversion by the laws under which the converting	2516
entity exists;	2517

(f) The terms of the conversion; the mode of carrying them	2518
into effect; and the manner and basis of converting the interests	2519
or shares of the converting entity into, or substituting the	2520
interests or shares in the converting entity for, interests,	2521
evidences of indebtedness, other securities, cash, rights, or any	2522
other property or any combination of interests, evidences of	2523
indebtedness, other securities, cash, rights, or any other	2524
property of the converted company.	2525

(2) No conversion or substitution described in this section	2526
shall be effected if there are reasonable grounds to believe that	2527
the conversion or substitution would render the converted company	2528
unable to pay its obligations as they become due in the usual	2529
course of its affairs.	2530

(C) The written declaration of conversion may set forth any	2531
of the following:	2532

(1) The effective date of the conversion, which date may be	2533
on or after the date of the filing of the certificate of	2534
conversion pursuant to section 1705.381 of the Revised Code;	2535

(2) A provision authorizing the converting entity to abandon	2536
the proposed conversion by action of authorized representatives of	2537
the converting entity taken prior to the filing of the certificate	2538
of conversion pursuant to section 1705.381 of the Revised Code;	2539

(3) A statement of, or a statement of the method to be used	2540
to determine, the fair value of the assets owned by the converting	2541
entity at the time of the conversion;	2542

(4) The parties to the declaration of conversion in addition	2543
to the converting entity;	2544

(5) Any additional provision necessary or desirable with	2545
respect to the proposed conversion or the converted entity.	2546

(D) At any time before the filing of the certificate of	2547
conversion pursuant to section 1705.381 of the Revised Code, the	2548
conversion may be abandoned by any representatives authorized to	2549
do so by the declaration of conversion, or by the same vote as was	2550
required to adopt the declaration of conversion.	2551

Sec. 1705.371. (A) Subject to division (B)(2) of this	2552
section, pursuant to a written declaration of conversion as	2553
provided in this section, a domestic limited liability company may	2554
be converted into a domestic or foreign entity other than a	2555
domestic limited liability company. The conversion also must be	2556
permitted by the chapter of the Revised Code or by the laws under	2557
which the converted entity will exist.	2558

(B)(1) The written declaration of conversion shall set forth	2559
all of the following:	2560

(a) The name of the domestic limited liability company that	2561
is being converted, the name of the entity into which the entity	2562
will be converted, the form of the converted entity, and the	2563
jurisdiction of formation of the converted entity;	2564

(b) If the converted entity is a domestic entity, the	2565
complete terms of all documents required under the applicable	2566
chapter of the Revised Code to form the converted entity;	2567

(c) If the converted entity is a foreign entity, all of the	2568
following:	2569

(i) The complete terms of all documents required under the	2570
law of its formation to form the converted entity;	2571

(ii) The consent of the converted entity to be sued and	2572
served with process in this state, and the irrevocable appointment	2573
of the secretary of state as the agent of the converted entity to	2574
accept service of process in this state to enforce against the	2575
converted entity any obligation of the converting company or to	2576
enforce the rights of a dissenting member of the converting	2577
company;	2578

(iii) If the converted entity desires to transact business in	2579
this state, the information required to qualify or be licensed	2580
under the applicable chapter of the Revised Code.	2581

(d) All other statements and matters required to be set forth	2582
in the declaration of conversion by the applicable chapter of the	2583
Revised Code if the converted entity is a domestic entity, or by	2584
the laws under which the converted entity will be formed, if the	2585
converted entity is a foreign entity;	2586

(e) The terms of the conversion; the mode of carrying them	2587
into effect; and the manner and basis of converting the interests	2588
or shares of the converting company into, or substituting the	2589
interests in the converting company for, interests, evidences of	2590
indebtedness, other securities, cash, rights, or any other	2591
property or any combination of interests, evidences of	2592
indebtedness, other securities, cash, rights, or any other	2593
property of the converted entity.	2594

(2) No conversion or substitution described in this section	2595
shall be effected if there are reasonable grounds to believe that	2596
the conversion or substitution would render the converted entity	2597
unable to pay its obligations as they become due in the usual	2598
course of its affairs.	2599

(C) The written declaration of conversion may set forth any	2600
of the following:	2601

(1) The effective date of the conversion, which date may be	2602
on or after the date of the filing of the certificate of	2603
conversion pursuant to section 1705.381 of the Revised Code;	2604

(2) A provision authorizing the converting company to abandon	2605
the proposed conversion by action of the members or managers of	2606
the converting company taken prior to the filing of the	2607
certificate of conversion pursuant to section 1705.381 of the	2608
Revised Code;	2609

(3) A statement of, or a statement of the method to be used	2610
to determine, the fair value of the assets owned by the converting	2611
company at the time of the conversion;	2612

(4) The parties to the declaration of conversion in addition	2613
to the converting company;	2614

(5) Any additional provision necessary or desirable with	2615
respect to the proposed conversion or the converted entity.	2616

(D) The members of the converting domestic limited liability	2617
company and, if management is not reserved to its members, the	2618
managers of the converting entity must adopt the declaration of	2619
conversion in order to effect the conversion.	2620

(E)(1) All members, whether or not they are entitled to vote	2621
or act, shall be given written notice of any meeting of members or	2622
of any proposed action by members, which meeting or action is to	2623
adopt a declaration of conversion. The notice shall be given to	2624
the members either as provided in writing in the operating	2625
agreement or by mail at the members' addresses as they appear on	2626
the records of the company, or in person. Unless the operating	2627
agreement provides a shorter or longer period, notice described in	2628
division (E)(1) of this section shall be given not less than seven	2629
and not more than sixty days before the meeting or the effective	2630
date of the action.	2631

(2) The notice described in division (E)(1) of this section	2632
shall be accompanied by a copy or a summary of the material	2633
provisions of the declaration of conversion.	2634

(F) The unanimous vote or action by the members of a	2635
converting company, or a different number or proportion as	2636
provided in writing in the operating agreement, is required to	2637
adopt a declaration of conversion.	2638

If the declaration of conversion would have an effect or	2639
authorize any action that under any applicable provision of law or	2640
the operating agreement could be effected or authorized only by or	2641
pursuant to a specified vote or action of the members, or of any	2642
class or group of members, the declaration of conversion also must	2643
be adopted or approved by the same vote or action as would be	2644
required to effect that change or to authorize that action.	2645

(G)(1) At any time before the filing of the certificate of	2646
conversion pursuant to section 1705.381 of the Revised Code, the	2647
conversion may be abandoned by all of the members of the	2648
converting company or by any representatives authorized to do so	2649
by the declaration of conversion, or by the same vote as was	2650
required to adopt the declaration of conversion.	2651

(2) The declaration of conversion may contain a provision	2652
authorizing less than all of the members to amend the declaration	2653
of conversion at any time before the filing of the certificate of	2654
conversion pursuant to section 1705.381 of the Revised Code,	2655
except that, after the adoption of the declaration of conversion	2656
by the members, less than all of the members are not authorized to	2657
amend the declaration of conversion to do any of the following:	2658

(a) Alter or change the amount or kind of interests, shares,	2659
evidences of indebtedness, other securities, cash rights, or any	2660
other property to be received by the members of the converting	2661
company in conversion of, or substitution for, their interests;	2662

(b) Alter or change any term of the organizational documents	2663
of the converted entity except for alterations or changes that are	2664
adopted with the vote or action of the persons the vote or action	2665
of which would be required for the alteration or change after the	2666
conversion;	2667

(c) Alter or change any other terms and conditions of the	2668
declaration of conversion if any of the alterations or changes,	2669
alone or in the aggregate, materially and adversely would affect	2670
the members or any class or group of members of the converting	2671
company.	2672

Sec. 1705.381. (A) Upon the adoption of a declaration of	2673
conversion pursuant to section 1705.361 or 1705.371 of the Revised	2674
Code, or at a later time as authorized by the declaration of	2675
conversion, a certificate of conversion that is signed by an	2676
authorized representative of the converting entity shall be filed	2677
with the secretary of state. The certificate shall be on a form	2678
prescribed by the secretary of state and shall set forth only the	2679
information required by this section.	2680

(B)(1) The certificate of conversion shall set forth all of	2681
the following:	2682

(a) The name and the form of entity of the converting entity	2683
and the state under the laws of which the converting entity	2684
exists;	2685

(b) A statement that the converting entity has complied with	2686
all of the laws under which it exists and that those laws permit	2687
the conversion;	2688

(c) The name and mailing address of the person or entity that	2689
is to provide a copy of the declaration of conversion in response	2690
to any written request made by a shareholder, partner, or member	2691
of the converting entity;	2692

(d) The effective date of the conversion, which date may be	2693
on or after the date of the filing of the certificate pursuant to	2694
this section;	2695

(e) The signature and title of the representative or	2696
representatives authorized to sign the certificate on behalf of	2697
the converting entity;	2698

(f) A statement that the declaration of conversion is	2699
authorized on behalf of the converting entity and that each person	2700
signing the certificate on behalf of the converting entity is	2701
authorized to do so;	2702

(g) The name and the form of the converted entity and the	2703
state under the laws of which the converted entity will exist;	2704

(h) If the converted entity is a foreign entity that will not	2705
be licensed in this state, the name and address of the statutory	2706
agent upon whom any process, notice or demand may be served.	2707

(2) In the case of a conversion into a new domestic	2708
corporation, limited liability company, limited partnership, or	2709
other partnership, any organizational document that would be filed	2710
upon the creation of the converted entity shall be filed with the	2711
certificate of conversion.	2712

(3) If the converted entity is a foreign entity that desires	2713
to transact business in this state, the certificate of conversion	2714
shall be accompanied by the information required by division	2715
(B)(8), (9), or (10) of section 1705.37 of the Revised Code.	2716

(4) If a foreign or domestic corporation licensed to transact	2717
business in this state is the converting entity, the certificate	2718
of conversion shall be accompanied by the affidavits, receipts,	2719
certificates, or other evidence required by division (H) of	2720
section 1701.86 of the Revised Code with respect to a converting	2721
domestic corporation or by the affidavits, receipts, certificates,	2722
or other evidence required by division (C) or (D) of section	2723
1703.17 of the Revised Code with respect to a foreign corporation.	2724

(C) If the converting entity or the converted entity is	2725
organized or formed under the laws of a state other than this	2726
state or under any chapter of the Revised Code other than this	2727
chapter, all documents required to be filed in connection with the	2728
conversion by the laws of that state or that chapter shall be	2729
filed in the proper office.	2730

(D) Upon the filing of a certificate of conversion and other	2731
filings required by division (C) of this section or at any later	2732
date that the certificate of conversion specifies, the conversion	2733
is effective, subject to the limitation that no conversion will be	2734
effective if there are reasonable grounds to believe that the	2735
conversion would render the converted entity unable to pay its	2736
obligations as they become due in the usual course of its affairs.	2737

(E) The secretary of state shall furnish, upon request and	2738
payment of the fee specified in division (K)(2) of section 111.16	2739
of the Revised Code, the secretary of state's certificate setting	2740
forth all of the following:	2741

(1) The name and form of entity of the converting entity and	2742
the state under the laws of which it existed prior to the	2743
conversion;	2744

(2) The name and the form of entity of the converted entity	2745
and the state under the law of which it will exist;	2746

(3) The date of filing of the certificate of conversion with	2747
the secretary of state and the effective date of the conversion.	2748

(F) The certificate of the secretary of state, or a copy of	2749
the certificate of conversion certified by the secretary of state,	2750
may be filed for record in the office of the recorder of any	2751
county in this state and, if filed, shall be recorded in the	2752
records of deeds for that county. For the recording, the county	2753
recorder shall charge and collect the same fee as in the case of	2754
deeds.	2755

Sec. 1705.391. (A) Upon a conversion becoming effective, all	2756
of the following apply:	2757

(1) The converting entity is continued in the converted	2758
entity.	2759

(2) The converted entity exists, and the converting entity	2760
ceases to exist.	2761

(3) The converted entity possesses both of the following, and	2762
both of the following continue in the converted entity without any	2763
further act or deed:	2764

(a) Except to the extent limited by the requirements of	2765
applicable law, both of the following:	2766

(i) All assets and property of every description of the	2767
converting entity and every interest in the assets and property of	2768
the converting entity, wherever the assets, property, and	2769
interests are located. Title to any real estate or any interest in	2770
real estate that was vested in the converting entity does not	2771
revert or in any way is impaired by reason of the conversion.	2772

(ii) The rights, privileges, immunities, powers, franchises,	2773
and authority, whether of a public or a private nature, of the	2774
converting entity.	2775

(b) All obligations belonging or due to the converting	2776
entity.	2777

(4) All the rights of creditors of the converting entity are	2778
preserved unimpaired, and all liens upon the property of the	2779
converting entity are preserved unimpaired. If a general partner	2780
of a converting partnership is not a general partner of the entity	2781
resulting from the conversion, then the former general partner has	2782
no liability for any obligation incurred after the conversion	2783
except to the extent that a former creditor of the converting	2784
partnership in which the former general partner was a general	2785
partner extends credit to the converted entity reasonably	2786
believing that the former general partner continues as a general	2787
partner of the converted entity.	2788

(B) In the case of a conversion into a foreign corporation,	2789
limited liability company, or partnership that is not licensed or	2790
registered to transact business in this state, if the converted	2791
entity intends to transact business in this state, and the	2792
certificate of conversion is accompanied by the information	2793
described in division (B)(4) of section 1705.38 of the Revised	2794
Code, then on the effective date of the conversion, the converted	2795
entity is considered to have complied with the requirements for	2796
procuring a license or for registration to transact business in	2797
this state as a foreign corporation, limited liability company,	2798
limited partnership, or limited liability partnership as the case	2799
may be. In such a case, a copy of the certificate of conversion	2800
certified by the secretary of state constitutes the license	2801
certificate prescribed for a foreign corporation or the	2802
application for registration prescribed for a foreign limited	2803
liability company, foreign limited partnership, or foreign limited	2804
liability partnership.	2805

(C) Any action to set aside any conversion on the ground that	2806
any section of the Revised Code applicable to the conversion has	2807
not been complied with shall be brought within ninety days after	2808
the effective date of the conversion or is forever barred.	2809

(D) In the case of a converting or converted entity organized	2810
or existing under the laws of any state other than this state,	2811
this section is subject to the laws of the state under which that	2812
entity exists or in which it has property.	2813

Sec. 1705.40.  Unless otherwise provided in writing in the	2814
operating agreement of a constituent domestic limited liability	2815
company, the following are entitled to relief as dissenting	2816
members as provided in section 1705.41 of the Revised Code:	2817

(A) Members of a domestic limited liability company that is	2818
being merged or consolidated into a surviving or new domestic or	2819
foreign entity pursuant to section 1705.36 or 1705.37 of the	2820
Revised Code;	2821

(B) In the case of a merger into a domestic limited liability	2822
company, members of the surviving domestic limited liability	2823
company who, under section 1705.36 of the Revised Code, are	2824
entitled to vote or act on the adoption or approval of the	2825
agreement of merger, but only as to the membership interests	2826
entitling them to so vote or act;	2827

(C) Members of a domestic limited liability company that is	2828
being converted pursuant to section 1705.371 of the Revised Code.	2829

Sec. 1705.41.  (A) A member of a domestic limited liability	2830
company is entitled to relief as a dissenting member as described	2831
in section 1705.40 of the Revised Code only in compliance with	2832
this section.	2833

(B) If a proposal of merger or, consolidation proposal, or	2834
conversion is to be submitted to the members of a domestic limited	2835
liability company at a meeting, a dissenting member must be a	2836
member and a record holder of the membership interests as to which	2837
hethe dissenting member seeks relief as of the date fixed for the	2838
determination of members entitled to notice of the meeting, and	2839
those membership interests must not have been voted in favor of	2840
the proposal. Not later than ten days after the date on which the	2841
vote on the proposal was taken at the meeting of the members, the	2842
dissenting member shall deliver to the company a written demand	2843
for payment to himthe dissenting member of the fair cash value of	2844
the membership interests as to which hethe dissenting member	2845
seeks relief. The demand shall state the address of the dissenting	2846
member, the number and class of the membership interests, and the	2847
amount claimed by the dissenting member as the fair cash value of	2848
the membership interests.	2849

(C) If the proposal of merger or, consolidation proposal, or	2850
conversion is to be submitted to the members of a domestic limited	2851
liability company for their written approval or other action	2852
without a meeting, a dissenting member must be a member and a	2853
record holder of the membership interests as to which hethe	2854
dissenting member seeks relief as of the date that the written	2855
request for approval or other action is sent to the members	2856
entitled to act or otherwise approve the proposal, and the	2857
dissenting member must not have indicated histhe dissenting	2858
member's approval of the proposal in histhe dissenting member's	2859
capacity as record holder of the membership interests. Not later	2860
than fifteen days after the date on which the request for approval	2861
or other action was mailed to the members, the dissenting member	2862
shall deliver to the company a written demand for payment to him	2863
the dissenting member of the fair cash value of the membership	2864
interests as to which hethe dissenting member seeks relief. The	2865
demand shall state the address of the dissenting member, the	2866
number and class of the membership interests, and the amount	2867
claimed by the dissenting member as the fair cash value of the	2868
membership interests.	2869

(D) A written demand for payment of the fair cash value of	2870
membership interests that is served on a domestic limited	2871
liability company under this section constitutes service on the	2872
surviving or new entity resulting from the merger or consolidation	2873
or on the entity resulting from a conversion, whether the demand	2874
is served before, on, or after the effective date of the merger	2875
or, consolidation, or conversion.	2876

(E)(1) If the membership interests as to which a dissenting	2877
member seeks relief are represented by certificates and if the	2878
domestic limited liability company sends to the dissenting member	2879
at the address specified in histhe dissenting member's demand for	2880
payment of the fair cash value of those interests a request for	2881
the certificates representing those interests, the dissenting	2882
member shall deliver the requested certificates to the company	2883
within fifteen days from the date on which the request is sent to	2884
himthe dissenting member so that the company may endorse a legend	2885
on the certificates to the effect that a demand for the fair cash	2886
value of those membership interests has been made. The company	2887
promptly shall return the endorsed certificates to the dissenting	2888
member.	2889

At the option of the company, the failure of the dissenting	2890
member to deliver the certificates as described in this division	2891
shall terminate histhe dissenting member's rights as a dissenting	2892
member. If exercised, the option shall be exercised by a written	2893
notice sent to the dissenting member within twenty days after the	2894
lapse of the fifteen-day period described in this division, unless	2895
a court for good cause shown otherwise directs.	2896

If membership interests represented by a certificate on which	2897
a legend has been endorsed under this division are transferred,	2898
each new certificate issued for the membership interests shall	2899
bear a similar legend and the name of the original dissenting	2900
holder of the membership interests.	2901

(2) Upon receiving from a dissenting member a demand for	2902
payment of the fair cash value of membership interests that are	2903
not represented by a certificate, a domestic limited liability	2904
company shall make an appropriate notation of the demand in its	2905
records. If uncertificated membership interests for which payment	2906
has been demanded are to be transferred, any writing sent to	2907
evidence the transfer shall bear the legend required for	2908
certificated membership interests as described in division (E)(1)	2909
of this section.	2910

(3) A transferee of membership interests who receives a	2911
certificate endorsed with a legend as described in division (E)(1)	2912
of this section and a transferee of uncertificated membership	2913
interests with respect to which a notation has been made as	2914
described in division (E)(2) of this section acquires only the	2915
rights in the domestic limited liability company that the original	2916
dissenting member had immediately after the serving of the demand	2917
for payment of the fair cash value of the membership interests.	2918

(4) A request for certificates under division (E)(1) of this	2919
section by a domestic limited liability company is not an	2920
admission by it that the member is entitled to relief under this	2921
section.	2922

(F) Unless the operating agreement of the domestic limited	2923
liability company in which the dissenting member was a member	2924
provides a reasonable basis for determining and paying the fair	2925
cash value of the membership interests as to which the dissenting	2926
member seeks relief or unless that company and the dissenting	2927
member have come to an agreement on the fair cash value of those	2928
interests, within three months after the service of the demand for	2929
payment of the fair cash value of those interests, the dissenting	2930
member, that company, or the surviving or new entity may file a	2931
complaint under section 1705.42 of the Revised Code.	2932

The complaint shall be filed in the court of common pleas of	2933
the county in which the principal office of the limited liability	2934
company that issued the membership interest is located or was	2935
located when the proposal for merger or, consolidation, or	2936
conversion was adopted or approved by the members of that company.	2937
Within three months after the service of the demand for payment of	2938
the fair cash value of the membership interests of the dissenting	2939
member, other dissenting members may join as plaintiffs or may be	2940
joined as defendants in the proceeding described in section	2941
1705.42 of the Revised Code, and any two or more proceedings	2942
commenced by dissenting members may be consolidated.	2943

(G) The right of a dissenting member to receive the fair cash	2944
value for the membership interests as to which hethe dissenting	2945
member seeks relief, the obligation of the dissenting member to	2946
sell those interests, the right of the domestic limited liability	2947
company to purchase those interests, and the obligation of the	2948
company to pay the fair cash value for those interests terminate	2949
if any of the following applies:	2950

(1) Unless the company waives the failure, the dissenting	2951
member fails to comply with this section.	2952

(2) The company abandons the merger or, consolidation, or	2953
conversion or is finally enjoined or prevented from carrying it	2954
out, or the members rescind their adoption or approval of the	2955
merger or, consolidation, or conversion.	2956

(3) The dissenting member withdraws histhe dissenting	2957
member's demand for payment of the fair cash value of the	2958
membership interests with the consent of the company.	2959

(4) All of the following apply:

2960

(a) The operating agreement of the domestic limited liability	2961
company in which the dissenting member was a member does not	2962
provide a reasonable basis for determining and paying the	2963
dissenting member the fair cash value of histhe dissenting	2964
member's membership interests.	2965

(b) The company and the dissenting member have not agreed	2966
upon the fair cash value of the membership interests.	2967

(c) Neither the dissenting member nor the company has filed,	2968
joined, or been joined in a complaint under division (F) of this	2969
section within the three-month period provided in that division.	2970

(H) Unless otherwise provided in the operating agreement of	2971
the domestic limited liability company in which the dissenting	2972
member was a member, from the time that the dissenting member	2973
delivers the demand for payment of the fair cash value of the	2974
membership interests as to which hethe dissenting member seeks	2975
relief until the termination of the rights and obligations arising	2976
from that demand or the purchase of those interests by the	2977
company, all other rights accruing from those interests, including	2978
voting or distribution rights, are suspended. If, during the	2979
suspension, any distribution is paid in money upon membership	2980
interests of the class of those interests or any dividend,	2981
distribution, or interest is paid in money upon any securities	2982
issued in extinguishment of or in substitution for those	2983
interests, an amount equal to the dividend, distribution, or	2984
interest that, except for the suspension, would have been payable	2985
upon those interests or those securities shall be paid to the	2986
record holder of those interests or securities as a credit upon	2987
the fair cash value of those interests. If the right to receive	2988
the fair cash value of those interests is terminated other than by	2989
the purchase of those interests by the company, all rights of the	2990
dissenting member shall be restored and all distributions that,	2991
except for the suspension, would have been made shall be made to	2992
the record holder of those interests at the time of termination.	2993

Sec. 1705.42.  (A)(1) When authorized by division (F) of	2994
section 1705.41 of the Revised Code, a dissenting member of a	2995
domestic limited liability company may file a complaint for the	2996
relief described in this section. The complaint shall contain a	2997
brief statement of the relevant facts, including the vote or	2998
action by the members of that company pertaining to the merger or,	2999
consolidation, or conversion and the facts entitling the	3000
dissenting member to the relief described in this section, and a	3001
demand for that relief. When authorized by division (F) of section	3002
1705.41 of the Revised Code, the company, or a surviving or new	3003
entity or converted entity, also may file a complaint under this	3004
section. Notwithstanding the Rules of Civil Procedure, no answer	3005
to a complaint filed under this section is required.	3006

(2) Upon the filing of the complaint and upon motion of the	3007
complainant, the court shall enter an order that fixes a date for	3008
a hearing on the complaint and that requires the service of a copy	3009
of the complaint and a notice of its filing and the date for the	3010
hearing on the defendants in the manner prescribed in the Rules of	3011
Civil Procedure for the service of process. On the date fixed for	3012
the hearing or any adjournment of the hearing, the court shall	3013
determine from the complaint and from all evidence submitted at	3014
the hearing by the parties whether the dissenting member is	3015
entitled to be paid the fair cash value of any membership	3016
interests and, if hethe dissenting member is to be so paid, the	3017
number and class of those interests. If the court finds that the	3018
dissenting member is to be so paid, it may appoint one or more	3019
persons as appraisers to receive evidence as to the fair cash	3020
value and to make recommendations to the court relative to the	3021
amount of the fair cash value. The appraisers shall have the power	3022
and authority that the court specifies in the order of	3023
appointment, and the court shall fix reasonable compensation for	3024
their services.	3025

After receiving the recommendations of any appointed	3026
appraisers or if appraisers are not appointed, the court shall	3027
make findings as to the fair cash value of the membership	3028
interests and render judgment against the limited liability	3029
company for the payment of that fair cash value and interest at	3030
the rate and from the date that the court considers equitable. The	3031
costs of the proceeding, including reasonable compensation to any	3032
appraisers as fixed by the court, shall be assessed or apportioned	3033
as the court considers equitable.	3034

(3) The proceeding described in this section is a special	3035
proceeding, and final orders in it may be vacated, modified, or	3036
reversed on appeal pursuant to the Rules of Appellate Procedure	3037
and, to the extent not in conflict with those rules, Chapter 2505.	3038
of the Revised Code. If, during the pendency of any proceeding	3039
described in this section, an action or proceeding is commenced to	3040
enjoin or otherwise prevent the carrying out of the merger or	3041
consolidation or other action as to which the member has	3042
dissented, the proceeding commenced under this section shall be	3043
stayed until the final determination of the other action or	3044
proceeding.	3045

(4) Unless division (G) of section 1705.41 of the Revised	3046
Code is applicable, the fair cash value of the membership	3047
interests that is agreed upon by the dissenting member and the	3048
limited liability company or fixed by a court in a proceeding	3049
under this section shall be paid within thirty days after the	3050
later of the final determination of the fair cash value in a	3051
proceeding under this section or the date of the consummation of	3052
the merger or, consolidation, or conversion. Upon the occurrence	3053
of the later event, payment of the fair cash value shall be made	3054
to those entitled to the payment as follows:	3055

(a) Immediately to the holders of uncertificated membership	3056
interests;	3057

(b) Upon and simultaneously with the surrender to the limited	3058
liability company of certificates representing the membership	3059
interests to the holders of certificated membership interests.	3060

(B) If the proposal of merger or, consolidation proposal, or	3061
conversion was submitted to the members of a domestic limited	3062
liability company at a meeting, the fair cash value of the	3063
membership interests as to any of those members that seek relief	3064
shall be determined as of the day before the day on which the vote	3065
on the proposal was taken. If the proposal of merger or,	3066
consolidation proposal, or conversion was submitted to the members	3067
of a domestic limited liability company for written approval or	3068
other action without a meeting, the fair cash value of the	3069
membership interests as to which those members seek relief shall	3070
be determined as of the day before the day on which the request	3071
for approval or other action was sent.	3072

The fair cash value of a membership interest for purposes of	3073
this section is the amount that a willing seller who is under no	3074
compulsion to sell would be willing to accept and that a willing	3075
buyer who is under no compulsion to purchase would be willing to	3076
pay, but the fair cash value paid to any member shall not exceed	3077
the amount specified in the demand for payment of that member. In	3078
computing the fair cash value of a membership interest, any	3079
appreciation or depreciation in market value resulting from the	3080
merger or, consolidation, or conversion shall be excluded.	3081

Sec. 1705.61. (A) Absent an express agreement to the	3082
contrary, a person providing goods to or performing services for a	3083
limited liability company owes no duty to, incurs no liability or	3084
obligation to, and is not in privity with the members or creditors	3085
of the limited liability company by reason of providing goods to	3086
or performing services for the limited liability company.	3087

(B) Absent an express agreement to the contrary, a person	3088
providing goods to or performing services for a member or group of	3089
members of a limited liability company owes no duty to, incurs no	3090
liability or obligation to, and is not in privity with the limited	3091
liability company, any other members of the limited liability	3092
company, or the creditors of the limited liability company by	3093
reason of providing goods to or performing services for the	3094
limited liability company.	3095

Sec. 1707.01.  As used in this chapter:

3096

(A) Whenever the context requires it, "division" or "division	3097
of securities" may be read as "director of commerce" or as	3098
"commissioner of securities."	3099

(B) "Security" means any certificate or instrument, or any	3100
oral, written, or electronic agreement, understanding, or	3101
opportunity, that represents title to or interest in, or is	3102
secured by any lien or charge upon, the capital, assets, profits,	3103
property, or credit of any person or of any public or governmental	3104
body, subdivision, or agency. It includes shares of stock,	3105
certificates for shares of stock, an uncertificated security,	3106
membership interests in limited liability companies, voting-trust	3107
certificates, warrants and options to purchase securities,	3108
subscription rights, interim receipts, interim certificates,	3109
promissory notes, all forms of commercial paper, evidences of	3110
indebtedness, bonds, debentures, land trust certificates, fee	3111
certificates, leasehold certificates, syndicate certificates,	3112
endowment certificates, interests in or under profit-sharing or	3113
participation agreements, interests in or under oil, gas, or	3114
mining leases, preorganization or reorganization subscriptions,	3115
preorganization certificates, reorganization certificates,	3116
interests in any trust or pretended trust, any investment	3117
contract, any life settlement interest, any instrument evidencing	3118
a promise or an agreement to pay money, warehouse receipts for	3119
intoxicating liquor, and the currency of any government other than	3120
those of the United States and Canada, but sections 1707.01 to	3121
1707.45 of the Revised Code do not apply to the sale of real	3122
estate.	3123

(C)(1) "Sale" has the full meaning of "sale" as applied by or	3124
accepted in courts of law or equity, and includes every	3125
disposition, or attempt to dispose, of a security or of an	3126
interest in a security. "Sale" also includes a contract to sell,	3127
an exchange, an attempt to sell, an option of sale, a solicitation	3128
of a sale, a solicitation of an offer to buy, a subscription, or	3129
an offer to sell, directly or indirectly, by agent, circular,	3130
pamphlet, advertisement, or otherwise.	3131

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

3132

(3) The use of advertisements, circulars, or pamphlets in	3133
connection with the sale of securities in this state exclusively	3134
to the purchasers specified in division (D) of section 1707.03 of	3135
the Revised Code is not a sale when the advertisements, circulars,	3136
and pamphlets describing and offering those securities bear a	3137
readily legible legend in substance as follows: "This offer is	3138
made on behalf of dealers licensed under sections 1707.01 to	3139
1707.45 of the Revised Code, and is confined in this state	3140
exclusively to institutional investors and licensed dealers."	3141

(4) The offering of securities by any person in conjunction	3142
with a licensed dealer by use of advertisement, circular, or	3143
pamphlet is not a sale if that person does not otherwise attempt	3144
to sell securities in this state.	3145

(5) Any security given with, or as a bonus on account of, any	3146
purchase of securities is conclusively presumed to constitute a	3147
part of the subject of that purchase and has been "sold."	3148

(6) "Sale" by an owner, pledgee, or mortgagee, or by a person	3149
acting in a representative capacity, includes sale on behalf of	3150
such party by an agent, including a licensed dealer or	3151
salesperson.	3152

(D) "Person," except as otherwise provided in this chapter,	3153
means a natural person, firm, partnership, limited partnership,	3154
partnership association, syndicate, joint-stock company,	3155
unincorporated association, trust or trustee except where the	3156
trust was created or the trustee designated by law or judicial	3157
authority or by a will, and a corporation or limited liability	3158
company organized under the laws of any state, any foreign	3159
government, or any political subdivision of a state or foreign	3160
government.	3161

(E)(1) "Dealer," except as otherwise provided in this	3162
chapter, means every person, other than a salesperson, who engages	3163
or professes to engage, in this state, for either all or part of	3164
the person's time, directly or indirectly, either in the business	3165
of the sale of securities for the person's own account, or in the	3166
business of the purchase or sale of securities for the account of	3167
others in the reasonable expectation of receiving a commission,	3168
fee, or other remuneration as a result of engaging in the purchase	3169
and sale of securities. "Dealer" does not mean any of the	3170
following:	3171

(a) Any issuer, including any officer, director, employee, or	3172
trustee of, or member or manager of, or partner in, or any general	3173
partner of, any issuer, that sells, offers for sale, or does any	3174
act in furtherance of the sale of a security that represents an	3175
economic interest in that issuer, provided no commission, fee, or	3176
other similar remuneration is paid to or received by the issuer	3177
for the sale;	3178

(b) Any licensed attorney, public accountant, or firm of such	3179
attorneys or accountants, whose activities are incidental to the	3180
practice of the attorney's, accountant's, or firm's profession;	3181

(c) Any person that, for the account of others, engages in	3182
the purchase or sale of securities that are issued and outstanding	3183
before such purchase and sale, if a majority or more of the equity	3184
interest of an issuer is sold in that transaction, and if, in the	3185
case of a corporation, the securities sold in that transaction	3186
represent a majority or more of the voting power of the	3187
corporation in the election of directors;	3188

(d) Any person that brings an issuer together with a	3189
potential investor and whose compensation is not directly or	3190
indirectly based on the sale of any securities by the issuer to	3191
the investor;	3192

(e) Any bank;

3193

(f) Any person that the division of securities by rule	3194
exempts from the definition of "dealer" under division (E)(1) of	3195
this section.	3196

(2) "Licensed dealer" means a dealer licensed under this	3197
chapter.	3198

(F)(1) "Salesman" or "salesperson" means every natural	3199
person, other than a dealer, who is employed, authorized, or	3200
appointed by a dealer to sell securities within this state.	3201

(2) The general partners of a partnership, and the executive	3202
officers of a corporation or unincorporated association, licensed	3203
as a dealer are not salespersons within the meaning of this	3204
definition, nor are such clerical or other employees of an issuer	3205
or dealer asthat are employed for work to which the sale of	3206
securities is secondary and incidental; but the division of	3207
securities may require a license from any such partner, executive	3208
officer, or employee if it determines that protection of the	3209
public necessitates the licensing.	3210

(3) "Licensed salesperson" means a salesperson licensed under	3211
this chapter.	3212

(G) "Issuer" means every person who has issued, proposes to	3213
issue, or issues any security.	3214

(H) "Director" means each director or trustee of a	3215
corporation, each trustee of a trust, each general partner of a	3216
partnership, except a partnership association, each manager of a	3217
partnership association, and any person vested with managerial or	3218
directory power over an issuer not having a board of directors or	3219
trustees.	3220

(I) "Incorporator" means any incorporator of a corporation	3221
and any organizer of, or any person participating, other than in a	3222
representative or professional capacity, in the organization of an	3223
unincorporated issuer.	3224

(J) "Fraud," "fraudulent," "fraudulent acts," "fraudulent	3225
practices," or "fraudulent transactions" means anything recognized	3226
on or after July 22, 1929, as such in courts of law or equity; any	3227
device, scheme, or artifice to defraud or to obtain money or	3228
property by means of any false pretense, representation, or	3229
promise; any fictitious or pretended purchase or sale of	3230
securities; and any act, practice, transaction, or course of	3231
business relating to the purchase or sale of securities that is	3232
fraudulent or that has operated or would operate as a fraud upon	3233
the seller or purchaser.	3234

(K) Except as otherwise specifically provided, whenever any	3235
classification or computation is based upon "par value," as	3236
applied to securities without par value, the average of the	3237
aggregate consideration received or to be received by the issuer	3238
for each class of those securities shall be used as the basis for	3239
that classification or computation.	3240

(L)(1) "Intangible property" means patents, copyrights,	3241
secret processes, formulas, services, good will, promotion and	3242
organization fees and expenses, trademarks, trade brands, trade	3243
names, licenses, franchises, any other assets treated as	3244
intangible according to generally accepted accounting principles,	3245
and securities, accounts receivable, or contract rights having no	3246
readily determinable value.	3247

(2) "Tangible property" means all property other than	3248
intangible property and includes securities, accounts receivable,	3249
and contract rights, when the securities, accounts receivable, or	3250
contract rights have a readily determinable value.	3251

(M) "Public utilities" means those utilities defined in	3252
sections 4905.02, 4905.03, 4907.02, and 4907.03 of the Revised	3253
Code; in the case of a foreign corporation, it means those	3254
utilities defined as public utilities by the laws of its domicile;	3255
and in the case of any other foreign issuer, it means those	3256
utilities defined as public utilities by the laws of the situs of	3257
its principal place of business. The term always includes	3258
railroads whether or not they are so defined as public utilities.	3259

(N) "State" means any state of the United States, any	3260
territory or possession of the United States, the District of	3261
Columbia, and any province of Canada.	3262

(O) "Bank" means any bank, trust company, savings and loan	3263
association, savings bank, or credit union that is incorporated or	3264
organized under the laws of the United States, any state of the	3265
United States, Canada, or any province of Canada and that is	3266
subject to regulation or supervision by that country, state, or	3267
province.	3268

(P) "Include," when used in a definition, does not exclude	3269
other things or persons otherwise within the meaning of the term	3270
defined.	3271

(Q)(1) "Registration by description" means that the	3272
requirements of section 1707.08 of the Revised Code have been	3273
complied with.	3274

(2) "Registration by qualification" means that the	3275
requirements of sections 1707.09 and 1707.11 of the Revised Code	3276
have been complied with.	3277

(3) "Registration by coordination" means that there has been	3278
compliance with section 1707.091 of the Revised Code. Reference in	3279
this chapter to registration by qualification also shall be deemed	3280
to includeincludes registration by coordination unless the	3281
context otherwise indicates.	3282

(R) "Intoxicating liquor" includes all liquids and compounds	3283
that contain more than three and two-tenths per cent of alcohol by	3284
weight and are fit for use for beverage purposes.	3285

(S) "Institutional investor" means any corporation, bank,	3286
insurance company, pension fund or pension fund trust, employees'	3287
profit-sharing fund or employees' profit-sharing trust, any	3288
association engaged, as a substantial part of its business or	3289
operations, in purchasing or holding securities, or any trust in	3290
respect of which a bank is trustee or cotrustee. "Institutional	3291
investor" does not include any business entity formed for the	3292
primary purpose of evading sections 1707.01 to 1707.45 of the	3293
Revised Code.	3294

(T) "Securities Act of 1933," 48 Stat. 74, 15 U.S.C. 77a,	3295
"Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78a,	3296
"Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1,	3297
"Investment Advisers Act of 1940," 54 Stat. 847, 15 U.S.C. 80b,	3298
and "Investment Company Act of 1940," 54 Stat. 789, 15 U.S.C. 80a	3299
mean the federal statutes of those names as amended before or	3300
after March 18, 1999A reference to a statute of the United States	3301
or to a rule, regulation, or form promulgated by the securities	3302
and exchange commission or by another federal agency means the	3303
statute, rule, regulation, or form as it exists at the time of the	3304
act, omission, event, or transaction to which it is applied under	3305
this chapter.	3306

(U) "Securities and exchange commission" means the securities	3307
and exchange commission established by the Securities Exchange Act	3308
of 1934.	3309

(V)(1) "Control bid" means the purchase of or offer to	3310
purchase any equity security of a subject company from a resident	3311
of this state if either of the following applies:	3312

(a) After the purchase of that security, the offeror would be	3313
directly or indirectly the beneficial owner of more than ten per	3314
cent of any class of the issued and outstanding equity securities	3315
of the issuer.	3316

(b) The offeror is the subject company, there is a pending	3317
control bid by a person other than the issuer, and the number of	3318
the issued and outstanding shares of the subject company would be	3319
reduced by more than ten per cent.	3320

(2) For purposes of division (V)(1) of this section, "control	3321
bid" does not include any of the following:	3322

(a) A bid made by a dealer for the dealer's own account in	3323
the ordinary course of business of buying and selling securities;	3324

(b) An offer to acquire any equity security solely in	3325
exchange for any other security, or the acquisition of any equity	3326
security pursuant to an offer, for the sole account of the	3327
offeror, in good faith and not for the purpose of avoiding the	3328
provisions of this chapter, and not involving any public offering	3329
of the other security within the meaning of Section 4 of Title I	3330
of the "Securities Act of 1933," 48 Stat. 77, 15 U.S.C.A. 77d(2),	3331
as amended;	3332

(c) Any other offer to acquire any equity security, or the	3333
acquisition of any equity security pursuant to an offer, for the	3334
sole account of the offeror, from not more than fifty persons, in	3335
good faith and not for the purpose of avoiding the provisions of	3336
this chapter.	3337

(W) "Offeror" means a person who makes, or in any way	3338
participates or aids in making, a control bid and includes persons	3339
acting jointly or in concert, or who intend to exercise jointly or	3340
in concert any voting rights attached to the securities for which	3341
the control bid is made and also includes any subject company	3342
making a control bid for its own securities.	3343

(X)(1) "Investment adviser" means any person who, for	3344
compensation, engages in the business of advising others, either	3345
directly or through publications or writings, as to the value of	3346
securities or as to the advisability of investing in, purchasing,	3347
or selling securities, or who, for compensation and as a part of	3348
regular business, issues or promulgates analyses or reports	3349
concerning securities.	3350

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

3351

(a) Any attorney, accountant, engineer, or teacher, whose	3352
performance of investment advisory services described in division	3353
(X)(1) of this section is solely incidental to the practice of the	3354
attorney's, accountant's, engineer's, or teacher's profession;	3355

(b) A publisher of any bona fide newspaper, news magazine, or	3356
business or financial publication of general and regular	3357
circulation;	3358

(c) A person who acts solely as an investment adviser	3359
representative;	3360

(d) A bank holding company, as defined in the "Bank Holding	3361
Company Act of 1956," 70 Stat. 133, 12 U.S.C. 1841, that is not an	3362
investment company;	3363

(e) A bank, or any receiver, conservator, or other	3364
liquidating agent of a bank;	3365

(f) Any licensed dealer or licensed salesperson whose	3366
performance of investment advisory services described in division	3367
(X)(1) of this section is solely incidental to the conduct of the	3368
dealer's or salesperson's business as a licensed dealer or	3369
licensed salesperson and who receives no special compensation for	3370
the services;	3371

(g) Any person, the advice, analyses, or reports of which do	3372
not relate to securities other than securities that are direct	3373
obligations of, or obligations guaranteed as to principal or	3374
interest by, the United States, or securities issued or guaranteed	3375
by corporations in which the United States has a direct or	3376
indirect interest, and that have been designated by the secretary	3377
of the treasury as exempt securities as defined in the "Securities	3378
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78c;	3379

(h) Any person that is excluded from the definition of	3380
investment adviser pursuant to section 202(a)(11)(A) to (E) of the	3381
"Investment Advisers Act of 1940," 15 U.S.C. 80b-2(a)(11), or that	3382
has received an order from the securities and exchange commission	3383
under section 202(a)(11)(F) of the "Investment Advisers Act of	3384
1940," 15 U.S.C. 80b-2(a)(11)(F), declaring that the person is not	3385
within the intent of section 202(a)(11) of the Investment Advisers	3386
Act of 1940.	3387

(i) A person who acts solely as a state retirement system	3388
investment officer or as a bureau of workers' compensation chief	3389
investment officer;	3390

(j) Any other person that the division designates by rule, if	3391
the division finds that the designation is necessary or	3392
appropriate in the public interest or for the protection of	3393
investors or clients and consistent with the purposes fairly	3394
intended by the policy and provisions of this chapter.	3395

(Y)(1) "Subject company" means an issuer that satisfies both	3396
of the following:	3397

(a) Its principal place of business or its principal	3398
executive office is located in this state, or it owns or controls	3399
assets located within this state that have a fair market value of	3400
at least one million dollars.	3401

(b) More than ten per cent of its beneficial or record equity	3402
security holders are resident in this state, more than ten per	3403
cent of its equity securities are owned beneficially or of record	3404
by residents in this state, or more than one thousand of its	3405
beneficial or record equity security holders are resident in this	3406
state.	3407

(2) The division of securities may adopt rules to establish	3408
more specific application of the provisions set forth in division	3409
(Y)(1) of this section. Notwithstanding the provisions set forth	3410
in division (Y)(1) of this section and any rules adopted under	3411
this division, the division, by rule or in an adjudicatory	3412
proceeding, may make a determination that an issuer does not	3413
constitute a "subject company" under division (Y)(1) of this	3414
section if appropriate review of control bids involving the issuer	3415
is to be made by any regulatory authority of another jurisdiction.	3416

(Z) "Beneficial owner" includes any person who directly or	3417
indirectly through any contract, arrangement, understanding, or	3418
relationship has or shares, or otherwise has or shares, the power	3419
to vote or direct the voting of a security or the power to dispose	3420
of, or direct the disposition of, the security. "Beneficial	3421
ownership" includes the right, exercisable within sixty days, to	3422
acquire any security through the exercise of any option, warrant,	3423
or right, the conversion of any convertible security, or	3424
otherwise. Any security subject to any such option, warrant,	3425
right, or conversion privilege held by any person shall be deemed	3426
to be outstanding for the purpose of computing the percentage of	3427
outstanding securities of the class owned by that person, but	3428
shall not be deemed to be outstanding for the purpose of computing	3429
the percentage of the class owned by any other person. A person	3430
shall be deemed the beneficial owner of any security beneficially	3431
owned by any relative or spouse or relative of the spouse residing	3432
in the home of that person, any trust or estate in which that	3433
person owns ten per cent or more of the total beneficial interest	3434
or serves as trustee or executor, any corporation or entity in	3435
which that person owns ten per cent or more of the equity, and any	3436
affiliate or associate of that person.	3437

(AA) "Offeree" means the beneficial or record owner of any	3438
security that an offeror acquires or offers to acquire in	3439
connection with a control bid.	3440

(BB) "Equity security" means any share or similar security,	3441
or any security convertible into any such security, or carrying	3442
any warrant or right to subscribe to or purchase any such	3443
security, or any such warrant or right, or any other security	3444
that, for the protection of security holders, is treated as an	3445
equity security pursuant to rules of the division of securities.	3446

(CC)(1) "Investment adviser representative" means a	3447
supervised person of an investment adviser, provided that the	3448
supervised person has more than five clients who are natural	3449
persons other than excepted persons defined in division (EE) of	3450
this section, and that more than ten per cent of the supervised	3451
person's clients are natural persons other than excepted persons	3452
defined in division (EE) of this section. "Investment adviser	3453
representative" does not mean any of the following:	3454

(a) A supervised person that does not on a regular basis	3455
solicit, meet with, or otherwise communicate with clients of the	3456
investment adviser;	3457

(b) A supervised person that provides only investment	3458
advisory services described in division (X)(1) of this section by	3459
means of written materials or oral statements that do not purport	3460
to meet the objectives or needs of specific individuals or	3461
accounts;	3462

(c) Any other person that the division designates by rule, if	3463
the division finds that the designation is necessary or	3464
appropriate in the public interest or for the protection of	3465
investors or clients and is consistent with the provisions fairly	3466
intended by the policy and provisions of this chapter.	3467

(2) For the purpose of the calculation of clients in division	3468
(CC)(1) of this section, a natural person and the following	3469
persons are deemed a single client: Any minor child of the natural	3470
person; any relative, spouse, or relative of the spouse of the	3471
natural person who has the same principal residence as the natural	3472
person; all accounts of which the natural person or the persons	3473
referred to in division (CC)(2) of this section are the only	3474
primary beneficiaries; and all trusts of which the natural person	3475
or persons referred to in division (CC)(2) of this section are the	3476
only primary beneficiaries. Persons who are not residents of the	3477
United States need not be included in the calculation of clients	3478
under division (CC)(1) of this section.	3479

(3) If subsequent to March 18, 1999, amendments are enacted	3480
or adopted defining "investment adviser representative" for	3481
purposes of the Investment Advisers Act of 1940 or additional	3482
rules or regulations are promulgated by the securities and	3483
exchange commission regarding the definition of "investment	3484
adviser representative" for purposes of the Investment Advisers	3485
Act of 1940, the division of securities shall, by rule, adopt the	3486
substance of the amendments, rules, or regulations, unless the	3487
division finds that the amendments, rules, or regulations are not	3488
necessary for the protection of investors or in the public	3489
interest.	3490

(DD) "Supervised person" means a natural person who is any of	3491
the following:	3492

(1) A partner, officer, or director of an investment adviser,	3493
or other person occupying a similar status or performing similar	3494
functions with respect to an investment adviser;	3495

(2) An employee of an investment adviser;

3496

(3) A person who provides investment advisory services	3497
described in division (X)(1) of this section on behalf of the	3498
investment adviser and is subject to the supervision and control	3499
of the investment adviser.	3500

(EE) "Excepted person" means a natural person to whom any of	3501
the following applies:	3502

(1) Immediately after entering into the investment advisory	3503
contract with the investment adviser, the person has at least	3504
seven hundred fifty thousand dollars under the management of the	3505
investment adviser.	3506

(2) The investment adviser reasonably believes either of the	3507
following at the time the investment advisory contract is entered	3508
into with the person:	3509

(a) The person has a net worth, together with assets held	3510
jointly with a spouse, of more than one million five hundred	3511
thousand dollars.	3512

(b) The person is a qualified purchaser as defined in	3513
division (FF) of this section.	3514

(3) Immediately prior to entering into an investment advisory	3515
contract with the investment adviser, the person is either of the	3516
following:	3517

(a) An executive officer, director, trustee, general partner,	3518
or person serving in a similar capacity, of the investment	3519
adviser;	3520

(b) An employee of the investment adviser, other than an	3521
employee performing solely clerical, secretarial, or	3522
administrative functions or duties for the investment adviser,	3523
which employee, in connection with the employee's regular	3524
functions or duties, participates in the investment activities of	3525
the investment adviser, provided that, for at least twelve months,	3526
the employee has been performing such nonclerical, nonsecretarial,	3527
or nonadministrative functions or duties for or on behalf of the	3528
investment adviser or performing substantially similar functions	3529
or duties for or on behalf of another company.	3530

If subsequent to March 18, 1999, amendments are enacted or	3531
adopted defining "excepted person" for purposes of the Investment	3532
Advisers Act of 1940 or additional rules or regulations are	3533
promulgated by the securities and exchange commission regarding	3534
the definition of "excepted person" for purposes of the Investment	3535
Advisers Act of 1940, the division of securities shall, by rule,	3536
adopt the substance of the amendments, rules, or regulations,	3537
unless the division finds that the amendments, rules, or	3538
regulations are not necessary for the protection of investors or	3539
in the public interest.	3540

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

3541

(a) A natural person who owns not less than five million	3542
dollars in investments as defined by rule by the division of	3543
securities;	3544

(b) A natural person, acting for the person's own account or	3545
accounts of other qualified purchasers, who in the aggregate owns	3546
and invests on a discretionary basis, not less than twenty-five	3547
million dollars in investments as defined by rule by the division	3548
of securities.	3549

(2) If subsequent to March 18, 1999, amendments are enacted	3550
or adopted defining "qualified purchaser" for purposes of the	3551
Investment Advisers Act of 1940 or additional rules or regulations	3552
are promulgated by the securities and exchange commission	3553
regarding the definition of "qualified purchaser" for purposes of	3554
the Investment Advisers Act of 1940, the division of securities	3555
shall, by rule, adopt the amendments, rules, or regulations,	3556
unless the division finds that the amendments, rules, or	3557
regulations are not necessary for the protection of investors or	3558
in the public interest.	3559

(GG)(1) "Purchase" has the full meaning of "purchase" as	3560
applied by or accepted in courts of law or equity and includes	3561
every acquisition of, or attempt to acquire, a security or an	3562
interest in a security. "Purchase" also includes a contract to	3563
purchase, an exchange, an attempt to purchase, an option to	3564
purchase, a solicitation of a purchase, a solicitation of an offer	3565
to sell, a subscription, or an offer to purchase, directly or	3566
indirectly, by agent, circular, pamphlet, advertisement, or	3567
otherwise.	3568

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

3569

(3) Any security given with, or as a bonus on account of, any	3570
purchase of securities is conclusively presumed to constitute a	3571
part of the subject of that purchase.	3572

(HH) "Life settlement interest" means the entire interest or	3573
any fractional interest in an insurance policy or certificate of	3574
insurance, or in an insurance benefit under such a policy or	3575
certificate, that is the subject of a life settlement contract.	3576

For purposes of this division, "life settlement contract"	3577
means an agreement for the purchase, sale, assignment, transfer,	3578
devise, or bequest of any portion of the death benefit or	3579
ownership of any life insurance policy or contract, in return for	3580
consideration or any other thing of value that is less than the	3581
expected death benefit of the life insurance policy or contract.	3582
"Life settlement contract" includes a viatical settlement contract	3583
as defined in section 3916.01 of the Revised Code, but does not	3584
include any of the following:	3585

(1) A loan by an insurer under the terms of a life insurance	3586
policy, including, but not limited to, a loan secured by the cash	3587
value of the policy;	3588

(2) An agreement with a bank that takes an assignment of a	3589
life insurance policy as collateral for a loan;	3590

(3) The provision of accelerated benefits as defined in	3591
section 3915.21 of the Revised Code;	3592

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

3593

(5) An agreement by an individual to purchase an existing	3594
life insurance policy or contract from the original owner of the	3595
policy or contract, if the individual does not enter into more	3596
than one life settlement contract per calendar year;	3597

(6) The initial purchase of an insurance policy or	3598
certificate of insurance from its owner by a viatical settlement	3599
provider, as defined in section 3916.01 of the Revised Code, that	3600
is licensed under Chapter 3916. of the Revised Code.	3601

(II) "State retirement system" means the public employees	3602
retirement system, Ohio police and fire pension fund, state	3603
teachers retirement system, school employees retirement system,	3604
and state highway patrol retirement system.	3605

(JJ) "State retirement system investment officer" means an	3606
individual employed by a state retirement system as a chief	3607
investment officer, assistant investment officer, or the person in	3608
charge of a class of assets or in a position that is substantially	3609
equivalent to chief investment officer, assistant investment	3610
officer, or person in charge of a class of assets.	3611

(KK) "Bureau of workers' compensation chief investment	3612
officer" means an individual employed by the bureau of workers'	3613
compensation as a chief investment officer in a position that is	3614
substantially equivalent to a chief investment officer.	3615

Sec. 1707.041.  (A)(1) No control bid for any securities of a	3616
subject company shall be made pursuant to a tender offer or	3617
request or invitation for tenders until the offeror files with the	3618
division of securities the information prescribed in division	3619
(A)(2) of this section. The offeror shall deliver a copy of the	3620
information specified in division (A)(2) of this section, by	3621
personal service, to the subject company at its principal office	3622
not later than the time of the filing with the division. The	3623
offeror shall send or deliver to all offerees in this state, as	3624
soon as practicable after the filing, the material terms of the	3625
proposed offer and the information specified in division (A)(2) of	3626
this section.	3627

(2) The information to be filed with the division, with the	3628
subject company, and with any other offeror, pursuant to division	3629
(A)(1) of this section, shall include:	3630

(a) Copies of all prospectuses, brochures, advertisements,	3631
circulars, letters, or other matter by means of which the offeror	3632
proposes to disclose to offerees all information material to a	3633
decision to accept or reject the offer;	3634

(b) The identity and background of all persons on whose	3635
behalf the acquisition of any equity security of the subject	3636
company has been or is to be effected;	3637

(c) The source and amount of funds or other consideration	3638
used or to be used in acquiring any equity security, including a	3639
statement describing any securities, other than the existing	3640
capital stock or long term debt of the offeror, which are being	3641
offered in exchange for the equity securities of the subject	3642
company;	3643

(d) A statement of any plans or proposals that the offeror,	3644
upon gaining control, may have to liquidate the subject company,	3645
sell its assets, effect a merger or consolidation of it,	3646
establish, terminate, convert, or amend employee benefit plans,	3647
close any plant or facility of the subject company or of any of	3648
its subsidiaries or affiliates, change or reduce the work force of	3649
the subject company or any of its subsidiaries or affiliates, or	3650
make any other major change in its business, corporate structure,	3651
management personnel, or policies of employment;	3652

(e) The number of shares of any equity security of the	3653
subject company of which each offeror is beneficial or record	3654
owner or has a right to acquire, directly or indirectly, together	3655
with the name and address of each person defined in this section	3656
as an offeror;	3657

(f) Particulars as to any contracts, arrangements, or	3658
understandings to which an offeror is party with respect to any	3659
equity security of the subject company, including transfers of any	3660
equity security, joint ventures, loan or option arrangements, puts	3661
and calls, guarantees of loan, guarantees against loss, guarantees	3662
of profits, division of losses or profits, or the giving or	3663
withholding of proxies, naming the persons with whom such	3664
contracts, arrangements, or understandings have been entered into;	3665

(g) Complete information on the organization and operations	3666
of the offeror, including the year of organization; the form of	3667
organization; the jurisdiction in which it is organized; a	3668
description of each class of the offeror's capital stock and of	3669
its long term debt; financial statements for the current period	3670
and for the three most recent annual accounting periods, unless	3671
the division by rule determines that the financial statements are	3672
not material or permits the filing of financial statements for	3673
less than the three most recent annual accounting periods; a brief	3674
description of the location and general character of the principal	3675
physical properties of the offeror and its subsidiaries; a	3676
description of pending legal proceedings other than routine	3677
litigation to which the offeror or any of its subsidiaries is a	3678
party or of which any of their property is the subject; a brief	3679
description of the business done and projected by the offeror and	3680
its subsidiaries and the general development of such business over	3681
the past three years; the names of all directors and executive	3682
officers together with biographical summaries of each for the	3683
preceding three years to date; and the approximate amount of any	3684
material interest, direct or indirect, of any of the directors or	3685
officers in any material transaction during the past three years,	3686
or in any proposed material transactions, to which the offeror or	3687
any of its subsidiaries was or is to be a party;	3688

(h) Such other and further documents, exhibits, data, and	3689
information as may be required by regulations of the division, or	3690
as may be necessary to make fair, full, and effective disclosure	3691
to offerees of all information material to a decision to accept or	3692
reject the offer.	3693

(3) Within five calendar days of the date of filing by an	3694
offeror of information specified in division (A)(2) of this	3695
section, the division may by order summarily suspend the	3696
continuation of the control bid if the division determines that	3697
all of the information specified has not been provided by the	3698
offeror or that the control bid materials provided to offerees do	3699
not provide full disclosure to offerees of all material	3700
information concerning the control bid. Such a suspension shall	3701
remain in effect only until the determination following a hearing	3702
held pursuant to division (A)(4) of this section.	3703

(4) A hearing shall be scheduled and held by the division	3704
with respect to each suspension imposed under division (A)(3) of	3705
this section. The hearing shall be held within ten calendar days	3706
of the date on which the suspension is imposed. Chapter 119. of	3707
the Revised Code does not apply to a hearing held under this	3708
division (A)(4) of this section. The division may allow any	3709
interested party to appear at and participate in the hearing in a	3710
manner considered appropriate by the division. The determination	3711
of the division made following the hearing shall be made within	3712
three calendar days after the hearing has been completed, and no	3713
later than fourteen calendar days after the date on which the	3714
suspension is imposed. The division, by rule or order, may	3715
prescribe time limits for conducting the hearing and for the	3716
making of the determination that are shorter than those specified	3717
in this division. If, based upon the hearing, the division	3718
determines that all of the information required to be provided by	3719
division (A)(2) of this section has not been provided by the	3720
offeror, that the control bid materials provided to offerees do	3721
not provide full disclosure to offerees of all material	3722
information concerning the control bid, or that the control bid is	3723
in material violation of any provision of this chapter, the	3724
division shall maintain the suspension of the continuation of the	3725
control bid, subject to the right of the offeror to correct	3726
disclosure and other deficiencies identified by the division and	3727
to reinstitute the control bid by filing new or amended	3728
information pursuant to this section.	3729

(5)(a) If an offeror increases or decreases the percentage of	3730
the class of securities being sought, the consideration offered,	3731
or the dealer's soliciting fee in connection with a control bid	3732
for any securities of a subject company pursuant to a tender offer	3733
or request or invitation for tenders, or makes any other change in	3734
the terms or conditions of the tender offer or request or	3735
invitation for tenders that requires the offeror to hold the	3736
tender offer or request or invitation for tenders open for at	3737
least ten business days from the date that notice of the change is	3738
first published or sent to security holders in this state, the	3739
offeror shall file with the division both of the following:	3740

(i) All material information, including all information sent	3741
or otherwise provided to offerees in this state, pertaining to the	3742
increase, decrease, or other change;	3743

(ii) All material information required to update the	3744
information filed with the division pursuant to division (A)(2) of	3745
this section.	3746

(b) The offeror shall file the information described in	3747
division (A)(5)(a) with the division not later than the date on	3748
which the information regarding the increase, decrease, or other	3749
change first is published or sent to offerees in this state. The	3750
offeror shall deliver a copy of the information, by personal	3751
services, to the subject company at its principal office not later	3752
than the time of the filing with the division.	3753

(6) Within three calendar days of the date of filing by an	3754
offeror of the information specified in division (A)(5) of this	3755
section, the division, by order, may summarily suspend the	3756
continuation of the control bid if the division determines that	3757
all of the information specified has not been provided by the	3758
offeror or that the information provided to offerees does not	3759
provide full disclosure to offerees of all material information	3760
concerning the increase, decrease, or other change. The suspension	3761
shall remain in effect only until the determination following a	3762
hearing held pursuant to division (A)(7) of this section.	3763

(7) The division shall schedule and hold, within three	3764
calendar days of the date on which the suspension is imposed, a	3765
hearing with respect to each suspension imposed under division	3766
(A)(6) of this section. Chapter 119. of the Revised Code does not	3767
apply to a hearing held under division (A)(7) of this section. The	3768
division may allow any interested party to appear at and	3769
participate in the hearing in a manner considered appropriate by	3770
the division. The division shall make a determination following	3771
the hearing within three calendar days after the hearing has been	3772
completed, and not later than nine calendar days after the date on	3773
which the information regarding the increase, decrease, or other	3774
change first is published or sent to offerees in this state. The	3775
division, by rule or order, may prescribe time limits for	3776
conducting the hearing and for the making of the determination	3777
that are shorter than those specified in this division. If, based	3778
upon the hearing, the division determines that all of the	3779
information required to be provided by division (A)(5) of this	3780
section has not been provided by the offeror; that the information	3781
provided to offerees does not provide full disclosure to offerees	3782
of all material information concerning the increase, decrease, or	3783
other change; or that the control bid is in material violation of	3784
any provision of this chapter, the division shall maintain the	3785
suspension of the continuation of the control bid, subject to the	3786
right of the offeror to correct disclosure and other deficiencies	3787
identified by the division and to reinstate the control bid by	3788
filing new or amended information pursuant to this section.	3789

(B)(1) No control bid shall be made pursuant to a tender	3790
offer or request or invitation for tenders unless division (A) of	3791
section 1707.14 of the Revised Code has been complied with, and no	3792
offeror shall make a control bid that is not made to all holders	3793
residing in this state of the equity security that is the subject	3794
of the control bid, or that is not made to such holders on the	3795
same terms as the control bid is made to holders of such equity	3796
security not residing in this state.	3797

(2) No offeror may make a control bid pursuant to a tender	3798
offer or request or invitation for tenders or acquire any equity	3799
security in this state pursuant to a control bid at any time	3800
during which any proceeding by the division alleging a violation	3801
of any provision of this chapter is pending against the offeror.	3802

(3) No offeror may acquire from any resident of this state,	3803
in any manner, any equity security of any class of a subject	3804
company at any time within two years following the last	3805
acquisition of any security of the same class pursuant to a	3806
control bid pursuant to a tender offer or request or invitation	3807
for tenders by that offeror, whether the acquisition was made by	3808
purchase, exchange, merger, consolidation, partial or complete	3809
liquidation, redemption, reverse stock split, recapitalization,	3810
reorganization, or any other similar transaction, unless the	3811
resident is afforded, at the time of the later acquisition, a	3812
reasonable opportunity to dispose of the security to the offeror	3813
upon substantially the same terms as those provided in the earlier	3814
control bid.	3815

(4) If an offeror makes a tender offer or request or	3816
invitation for tenders not subject to Rule 14D-1 or Rule 14D-4 of	3817
the securities and exchange commission under the "Securities	3818
Exchange Act of 1934," for less than all the outstanding equity	3819
securities of a class, and if a greater number of securities is	3820
deposited pursuant thereto within ten days after copies of the	3821
offer or request or invitation for tenders are first published or	3822
sent or given to security holders than the offeror is bound or	3823
willing to take up and pay for, the securities shall be taken up	3824
as nearly as may be pro rata, disregarding fractions, according to	3825
the number of securities deposited by each offeree. The preceding	3826
sentence applies to securities deposited within ten days after	3827
notice of an increase in the consideration offered to security	3828
holders, as described in the next sentence, is first published or	3829
sent or given to security holders. If the terms of a control bid	3830
are changed before its expiration by increasing the consideration	3831
offered to offerees, the offeror shall pay the increased	3832
consideration for all equity securities taken up, whether the same	3833
are deposited or taken up before or after the change in the terms	3834
of the control bid.	3835

(C) If the offeror or the subject company is a banking	3836
corporation or savings and loan association subject to regulation	3837
by the division of financial institutions, or is a public utility	3838
corporation subject to regulation by the public utilities	3839
commission, the division of securities shall immediately, upon	3840
receipt of the filing required under division (A) of this section,	3841
furnish a copy of the filing to the regulatory body having	3842
jurisdiction over the offeror or subject company.	3843

(D) An offeror is subject to the liabilities and penalties	3844
applicable to a seller, and an offeree is entitled to the remedies	3845
applicable to a purchaser, as set forth in sections 1707.041 to	3846
1707.44 of the Revised Code.	3847

(E) The division of securities may, pursuant to Chapter 119.	3848
of the Revised Code, prescribe reasonable rules:	3849

(1) Defining fraudulent, evasive, deceptive, or grossly	3850
unfair practices in connection with control bids, and defining the	3851
terms used in this section;	3852

(2) Exempting from this section control bids not made for the	3853
purpose of, and not having the effect of, changing or influencing	3854
the control of a subject company;	3855

(3) Covering such other matters as are necessary to give	3856
effect to this section.	3857

(F) If the offeror or a subject company is an insurance	3858
company subject to regulation under Title XXXIX of the Revised	3859
Code, the superintendent of insurance shall for all purposes of	3860
this section be substituted for the division of securities. This	3861
section shall not be construed to limit or modify in any way any	3862
responsibility, authority, power, or jurisdiction of the division	3863
of securities or the superintendent of insurance pursuant to any	3864
other section of the Revised Code.	3865

(G) This section does not apply when:

3866

(1) The offeror or the subject company is a public utility or	3867
a public utility holding company as defined in section 2 of the	3868
"Public Utility Holding Company Act of 1935," 49 Stat. 803, 15	3869
U.S.C. 79, as amended, and the control bid is subject to approval	3870
by the appropriate federal agency as provided in such act;	3871

(2) The offeror or the subject company is a bank or a bank	3872
holding company as subject to the "Bank Holding Company Act of	3873
1956," 70 Stat. 133, 12 U.S.C. 1841, and subsequent amendments	3874
thereto, and the control bid is subject to approval by the	3875
appropriate federal agency as provided in such act;	3876

(3) The offeror or the subject company is a savings and loan	3877
holding company as defined in section 2 of the "Savings and Loan	3878
Holding Company Amendments of 1967," 82 Stat. 5, 12 U.S.C. 1730a,	3879
as amended, and the control bid is subject to approval by the	3880
appropriate federal agency as provided in such act;	3881

(4) The offeror and the subject company are banks and the	3882
offer is part of a merger transaction subject to approval by	3883
appropriate federal supervisory authorities.	3884

(H) If any application of any provision of this section is	3885
for any reason held to be illegal or invalid, the illegality or	3886
invalidity shall not affect any legal and valid provision or	3887
application of this section, and the parts and application of this	3888
section are severable.	3889

Sec. 1707.142.  (A) Every dealer required to be licensed	3890
under section 1707.14 of the Revised Code shall comply with all	3891
broker and dealer capital, custody, margin, financial	3892
responsibility, record-making, record-keeping, bonding, financial	3893
reporting, and operational reporting requirements contained in	3894
Section 15 of the "Securities Exchange Act of 1934," 48 Stat. 881,	3895
15 U.S.C. 78o, as amended, and section 17 of the "Securities	3896
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78q, as amended,	3897
and the rules of the securities and exchange commission	3898
promulgated under those sections.	3899

(B)(1) Subject to division (B)(2) of this section, every	3900
dealer required to be licensed under section 1707.14 of the	3901
Revised Code shall file with the division of securities any report	3902
or document that rules adopted pursuant to section 15 of the	3903
"Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o, as	3904
amended, and section 17 of the "Securities Exchange Act of 1934,"	3905
48 Stat. 881, 15 U.S.C. 78q, as amended, require federally	3906
registered brokers or dealers to file with the securities and	3907
exchange commission.	3908

(2) Except as otherwise provided by rule or order of the	3909
division, if a dealer has filed a report or document described in	3910
division (B)(1) of this section with the securities and exchange	3911
commission, the document or report shall be deemed to also have	3912
been filed with the division.	3913

(C) The division by order or rule may permit, but not	3914
require, a dealer that is not required by federal law or the law	3915
of this state to register as a broker or dealer with the	3916
securities and exchange commission to do both of the following:	3917

(1) Elect one or more alternative financial and reporting	3918
provisions that are acceptable to the division. For purposes of	3919
division (C)(1) of this section, "alternative financial and	3920
reporting provision" means any capital, custody, margin, financial	3921
responsibility, record-making, record-keeping, bonding, financial	3922
reporting, or operational reporting provision that differs from	3923
those established by the securities and exchange commission.	3924

(2) Elect an exemption, the scope of which is acceptable to	3925
the division, from all or a specified part of the capital,	3926
custody, margin, financial responsibility, record-making,	3927
record-keeping, bonding, financial reporting, or operational	3928
reporting requirements contained in section 15 of the "Securities	3929
Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o, as amended, or	3930
section 17 of the "Securities Exchange Act of 1934," 48 Stat. 881,	3931
15 U.S.C. 78q, as amended, or the rules of the securities and	3932
exchange commission promulgated under those sections.	3933

(D) For purposes of division (C) of this section, in	3934
determining an acceptable alternative financial and reporting	3935
provision and in determining the acceptable scope of any exemption	3936
that is elected, the division shall consider the size, scope, and	3937
type of business of the dealers who will be permitted to elect the	3938
provision or exemption and shall consider the protection of	3939
investors and customers of the electing dealers.	3940

Sec. 1707.20.  (A)(1) The division of securities may adopt,	3941
amend, and rescind such rules, forms, and orders as are necessary	3942
to carry out sections 1707.01 to 1707.45 of the Revised Code,	3943
including rules and forms governing registration statements,	3944
applications, and reports, and defining any terms, whether or not	3945
used in sections 1707.01 to 1707.45 of the Revised Code, insofar	3946
as the definitions are not inconsistent with these sections. For	3947
the purpose of rules and forms, the division may classify	3948
securities, persons, and matters within its jurisdiction, and	3949
prescribe different requirements for different classes.	3950

(2) Notwithstanding sections 121.71 to 121.76 of the Revised	3951
Code, the division may incorporate by reference into its rules any	3952
statute enacted by the United States congress or any rule,	3953
regulation, or form promulgated by the securities and exchange	3954
commission, or by another federal agency, in a manner that also	3955
incorporates all future amendments to the statute, rule,	3956
regulation, or form.	3957

(B) No rule, form, or order may be made, amended, or	3958
rescinded unless the division finds that the action is necessary	3959
or appropriate in the public interest or for the protection of	3960
investors, clients, prospective clients, state retirement systems,	3961
or the workers' compensation system and consistent with the	3962
purposes fairly intended by the policy and provisions of sections	3963
1707.01 to 1707.45 of the Revised Code. In prescribing rules and	3964
forms and in otherwise administering sections 1707.01 to 1707.45	3965
of the Revised Code, the division may cooperate with the	3966
securities administrators of the other states and the securities	3967
and exchange commission with a view of effectuating the policy of	3968
this section to achieve maximum uniformity in the form and content	3969
of registration statements, applications, reports, and overall	3970
securities regulation wherever practicable.	3971

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

3972

(1) The form and content of financial statements required	3973
under sections 1707.01 to 1707.45 of the Revised Code;	3974

(2) The circumstances under which consolidated financial	3975
statements shallwill be filed;	3976

(3) Whether any required financial statements shall be	3977
certified by independent or certified public accountants. All	3978
financial statements shall be prepared in accordance with	3979
generally accepted accounting practices.	3980

(D) All rules and forms of the division shall be published;	3981
and in addition to fulfilling the requirements of Chapter 119. of	3982
the Revised Code, the division shall prescribe, and shall publish	3983
and make available its rules regarding the sale of securities, the	3984
administration of sections 1707.01 to 1707.45 of the Revised Code,	3985
and the procedure and practice before the division.	3986

(E)(1) No provision of sections 1707.01 to 1707.45 of the	3987
Revised Code imposing any liability applies to any act done or	3988
omitted in good faith in conformity with any rule, form, or order	3989
of the division of securities, notwithstanding that the rule,	3990
form, or order may later be amended or rescinded or be determined	3991
by judicial or other authority to be invalid for any reason,	3992
except that the issuance of an order granting effectiveness to a	3993
registration under section 1707.09 or 1707.091 of the Revised Code	3994
for the purposes of this division shall not be deemed an order	3995
other than as the establishment of the fact of registration.	3996

(2) No provision of sections 1707.01 to 1707.45 of the	3997
Revised Code imposing any liability, penalty, sanction, or	3998
disqualification applies to any act done or omitted in good faith	3999
in conformity with either of the following:	4000

(a) Any provision of sections 1707.01 to 1707.45 of the	4001
Revised Code that incorporates by reference a federal statute,	4002
rule, regulation, or form;	4003

(b) Any rule, form, or order of the division that	4004
incorporates by reference a federal statute, rule, regulation, or	4005
form.	4006

Division (E)(2) of this section applies notwithstanding that	4007
the incorporation by reference, or any application of the	4008
incorporated provision, is later determined by judicial or other	4009
authority to be unconstitutional or invalid for any reason.	4010

Sec. 1707.44.  (A)(1) No person shall engage in any act or	4011
practice that violates division (A), (B), or (C) of section	4012
1707.14 of the Revised Code, and no salesperson shall sell	4013
securities in this state without being licensed pursuant to	4014
section 1707.16 of the Revised Code.	4015

(2) No person shall engage in any act or practice that	4016
violates division (A) of section 1707.141 or section 1707.161 of	4017
the Revised Code.	4018

(3) No person shall engage in any act or practice that	4019
violates section 1707.162 of the Revised Code.	4020

(4) No person shall engage in any act or practice that	4021
violates section 1707.164 of the Revised Code.	4022

(B) No person shall knowingly make or cause to be made any	4023
false representation concerning a material and relevant fact, in	4024
any oral statement or in any prospectus, circular, description,	4025
application, or written statement, for any of the following	4026
purposes:	4027

(1) Registering securities or transactions, or exempting	4028
securities or transactions from registration, under this chapter;	4029

(2) Securing the qualification of any securities under this	4030
chapter;	4031

(3) Procuring the licensing of any dealer, salesperson,	4032
investment adviser, investment adviser representative, bureau of	4033
workers' compensation chief investment officer, or state	4034
retirement system investment officer under this chapter;	4035

(4) Selling any securities in this state;

4036

(5) Advising for compensation, as to the value of securities	4037
or as to the advisability of investing in, purchasing, or selling	4038
securities;	4039

(6) Submitting a notice filing to the division under division	4040
(X) of section 1707.03 or section 1707.092 or 1707.141 of the	4041
Revised Code.	4042

(C) No person shall knowingly sell, cause to be sold, offer	4043
for sale, or cause to be offered for sale, any security which	4044
comes under any of the following descriptions:	4045

(1) Is not exempt under section 1707.02 of the Revised Code,	4046
nor the subject matter of one of the transactions exempted in	4047
section 1707.03, 1707.04, or 1707.34 of the Revised Code, has not	4048
been registered by coordination or qualification, and is not the	4049
subject matter of a transaction that has been registered by	4050
description;	4051

(2) The prescribed fees for registering by description, by	4052
coordination, or by qualification have not been paid in respect to	4053
such security;	4054

(3) The person has been notified by the division, or has	4055
knowledge of the notice, that the right to buy, sell, or deal in	4056
such security has been suspended or revoked, or that the	4057
registration by description, by coordination, or by qualification	4058
under which it may be sold has been suspended or revoked;	4059

(4) The offer or sale is accompanied by a statement that the	4060
security offered or sold has been or is to be in any manner	4061
indorsed by the division.	4062

(D) No person who is an officer, director, or trustee of, or	4063
a dealer for, any issuer, and who knows such issuer to be	4064
insolvent in that the liabilities of the issuer exceed its assets,	4065
shall sell any securities of or for any such issuer, without	4066
disclosing the fact of the insolvency to the purchaser.	4067

(E) No person with intent to aid in the sale of any	4068
securities on behalf of the issuer, shall knowingly make any	4069
representation not authorized by such issuer or at material	4070
variance with statements and documents filed with the division by	4071
such issuer.	4072

(F) No person, with intent to deceive, shall sell, cause to	4073
be sold, offer for sale, or cause to be offered for sale, any	4074
securities of an insolvent issuer, with knowledge that such issuer	4075
is insolvent in that the liabilities of the issuer exceed its	4076
assets, taken at their fair market value.	4077

(G) No person in purchasing or selling securities shall	4078
knowingly engage in any act or practice that is, in this chapter,	4079
declared illegal, defined as fraudulent, or prohibited.	4080

(H) No licensed dealer shall refuse to buy from, sell to, or	4081
trade with any person because the person appears on a blacklist	4082
issued by, or is being boycotted by, any foreign corporate or	4083
governmental entity, nor sell any securities of or for any issuer	4084
who is known in relation to the issuance or sale of the securities	4085
to have engaged in such practices.	4086

(I) No dealer in securities, knowing that the dealer's	4087
liabilities exceed the reasonable value of the dealer's assets,	4088
shall accept money or securities, except in payment of or as	4089
security for an existing debt, from a customer who is ignorant of	4090
the dealer's insolvency, and thereby cause the customer to lose	4091
any part of the customer's securities or the value of those	4092
securities, by doing either of the following without the	4093
customer's consent:	4094

(1) Pledging, selling, or otherwise disposing of such	4095
securities, when the dealer has no lien on or any special property	4096
in such securities;	4097

(2) Pledging such securities for more than the amount due, or	4098
otherwise disposing of such securities for the dealer's own	4099
benefit, when the dealer has a lien or indebtedness on such	4100
securities.	4101

It is an affirmative defense to a charge under this division	4102
that, at the time the securities involved were pledged, sold, or	4103
disposed of, the dealer had in the dealer's possession or control,	4104
and available for delivery, securities of the same kinds and in	4105
amounts sufficient to satisfy all customers entitled to the	4106
securities, upon demand and tender of any amount due on the	4107
securities.	4108

(J) No person, with purpose to deceive, shall make, issue,	4109
publish, or cause to be made, issued, or published any statement	4110
or advertisement as to the value of securities, or as to alleged	4111
facts affecting the value of securities, or as to the financial	4112
condition of any issuer of securities, when the person knows that	4113
suchthe statement or advertisement is false in any material	4114
respect.	4115

(K) No person, with purpose to deceive, shall make, record,	4116
or publish or cause to be made, recorded, or published, a report	4117
of any transaction in securities which is false in any material	4118
respect.	4119

(L) No dealer shall engage in any act that violates the	4120
provisions of section 15(c) or 15(g) of the "Securities Exchange	4121
Act of 1934," 48 Stat. 881, 15 U.S.C.A. 78o(c) or (g), or any rule	4122
or regulation promulgated by the securities and exchange	4123
commission thereunder. If, subsequent to October 11, 1994,	4124
additional amendments to section 15(c) or 15(g) are adopted, or	4125
additional rules or regulations are promulgated pursuant to such	4126
sections, the division of securities shall, by rule, adopt the	4127
amendments, rules, or regulations, unless the division finds that	4128
the amendments, rules, or regulations are not necessary for the	4129
protection of investors or in the public interest.	4130

(M)(1) No investment adviser or investment adviser	4131
representative shall do any of the following:	4132

(a) Employ any device, scheme, or artifice to defraud any	4133
person;	4134

(b) Engage in any act, practice, or course of business that	4135
operates or would operate as a fraud or deceit upon any person;	4136

(c) In acting as principal for the investment adviser's or	4137
investment adviser representative's own account, knowingly sell	4138
any security to or purchase any security from a client, or in	4139
acting as salesperson for a person other than such client,	4140
knowingly effect any sale or purchase of any security for the	4141
account of such client, without disclosing to the client in	4142
writing before the completion of the transaction the capacity in	4143
which the investment adviser or investment adviser representative	4144
is acting and obtaining the consent of the client to the	4145
transaction. Division (M)(1)(c) of this section does not apply to	4146
any investment adviser registered with the securities and exchange	4147
commission under section 203 of the "Investment Advisers Act of	4148
1940," 15 U.S.C. 80b-3, or to any transaction with a customer of a	4149
licensed dealer or salesperson if the licensed dealer or	4150
salesperson is not acting as an investment adviser or investment	4151
adviser representative in relation to the transaction.	4152

(d) Engage in any act, practice, or course of business that	4153
is fraudulent, deceptive, or manipulative. The division of	4154
securities may adopt rules reasonably designed to prevent such	4155
acts, practices, or courses of business that are fraudulent,	4156
deceptive, or manipulative.	4157

(2) No investment adviser or investment adviser	4158
representative licensed or required to be licensed under this	4159
chapter shall take or have custody of any securities or funds of	4160
any person, except as provided in rules adopted by the division.	4161

(3) In the solicitation of clients or prospective clients, no	4162
person shall make any untrue statement of a material fact or omit	4163
to state a material fact necessary in order to make the statements	4164
made not misleading in light of the circumstances under which the	4165
statements were made.	4166

(N) No person knowingly shall influence, coerce, manipulate,	4167
or mislead any person engaged in the preparation, compilation,	4168
review, or audit of financial statements to be used in the	4169
purchase or sale of securities for the purpose of rendering the	4170
financial statements materially misleading.	4171

(O) No state retirement system investment officer shall do	4172
any of the following:	4173

(1) Employ any device, scheme, or artifice to defraud any	4174
state retirement system;	4175

(2) Engage in any act, practice, or course of business that	4176
operates or would operate as a fraud or deceit on any state	4177
retirement system;	4178

(3) Engage in any act, practice, or course of business that	4179
is fraudulent, deceptive, or manipulative. The division of	4180
securities may adopt rules reasonably designed to prevent such	4181
acts, practices, or courses of business as are fraudulent,	4182
deceptive, or manipulative;	4183

(4) Knowingly fail to comply with any policy adopted	4184
regarding the officer established pursuant to section 145.094,	4185
742.104, 3307.043, 3309.043, or 5505.065 of the Revised Code.	4186

(P) No bureau of workers' compensation chief investment	4187
officer shall do any of the following:	4188

(1) Employ any device, scheme, or artifice to defraud the	4189
workers' compensation system;	4190

(2) Engage in any act, practice, or course of business that	4191
operates or would operate as a fraud or deceit on the workers'	4192
compensation system;	4193

(3) Engage in any act, practice, or course of business that	4194
is fraudulent, deceptive, or manipulative. The division of	4195
securities may adopt rules reasonably designed to prevent such	4196
acts, practices, or courses of business as are fraudulent,	4197
deceptive, or manipulative;	4198

(4) Knowingly fail to comply with any policy adopted	4199
regarding the officer established pursuant to section 4123.441 of	4200
the Revised Code.	4201

Sec. 1775.01.  As used in this chapter:

4202

(A) "Court" includes every court and judge having	4203
jurisdiction in the case.	4204

(B) "Business" includes every trade, occupation, or	4205
profession.	4206

(C) "Person" includes individuals, partnerships, trustees,	4207
executors, administrators, other fiduciaries, corporations, and	4208
other associations.	4209

(D) "Bankrupt" includes bankrupt under the federal bankruptcy	4210
act or insolvent under any state insolvency law.	4211

(E) "Conveyance" includes every assignment, lease, mortgage,	4212
or encumbrance.	4213

(F) "Real property" includes land and any interest or estate	4214
in land.	4215

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

4216

(1) A for profit corporation existing under the laws of this	4217
state or any other state;	4218

(2) Any of the following organizations existing under the	4219
laws of this state, the United States, or any other state:	4220

(a) A business trust or association;

4221

(b) A real estate investment trust;

4222

(c) A common law trust;

4223

(d) An unincorporated business or for profit organization,	4224
including a general or limited partnership;	4225

(e) A limited liability company.

4226

Sec. 1775.05.  (A) A partnership is an associationentity of	4227
two or more persons to carry on as co-owners a business for profit	4228
and includes such an associationentity that has limited liability	4229
as provided in this chapter and that is registered under section	4230
1775.61 of the Revised Code.	4231

(B) Any associationentity formed under any other statute of	4232
this state, or any statute adopted by authority, other than the	4233
authority of this state, is not a partnership under sections	4234
1775.01 to 1775.65 of the Revised Code, unless such association	4235
the entity would have been a partnership in this state prior to	4236
September 14, 1949, but such sections apply to limited	4237
partnerships except in so far as the statutes relating to such	4238
these partnerships are inconsistent herewith.	4239

(C) Except as otherwise provided in the Ohio Constitution,	4240
the organization and internal affairs of a foreign limited	4241
liability partnership and the liability of the partners for the	4242
debts, obligations, or other liabilities of any kind of, or	4243
chargeable to, the foreign limited liability partnership shall be	4244
governed by the laws of the state under which the foreign limited	4245
liability partnership is organized.	4246

(D) For purposes of this chapter, "foreign limited liability	4247
partnership" means a limited liability partnership organized and	4248
registered as such pursuant to the laws of another state.	4249

Sec. 1775.14.  (A) Subject to section 1339.65 of the Revised	4250
Code and except as provided in division (B) of this section, all	4251
partners are liable as follows:	4252

(1) Jointly and severally for everything chargeable to the	4253
partnership under sections 1775.12 and 1775.13 of the Revised	4254
Code. This joint and several liability is not subject to section	4255
2307.22 or 2315.36 of the Revised Code with respect to a tort	4256
claim that otherwise is subject to either of those sections.	4257

(2) Jointly for all other debts and obligations of the	4258
partnership, but any partner may enter into a separate obligation	4259
to perform a partnership contract.	4260

(B) Subject to divisions (C)(1) and (2) of this section or as	4261
otherwise provided in a written agreement between the partners of	4262
a registered limited liability partnership, a partner in a	4263
registered limited liability partnership, solely by reason of	4264
being a partner; acting or failing to act as a partner; or	4265
participating as an employee, consultant, contractor, or otherwise	4266
in the conduct of the business or activities of the registered	4267
limited liability partnership while the partnership is a	4268
registered limited liability partnership, is not personally	4269
liable, directly or indirectly, by way of indemnification,	4270
contribution, assessment, or otherwise, for debts, obligations, or	4271
other liabilities of any kind of, or chargeable to, the	4272
partnership or another partner or partners arising from negligence	4273
or from wrongful acts, errors, omissions, or misconduct, whether	4274
or not intentional or characterized as tort, contract, or	4275
otherwise, committed or occurring while the partnership is a	4276
registered limited liability partnership andor committed or	4277
occurring in the course of the partnership business by another	4278
partner or an employee, agent, or representative of the	4279
partnership.	4280

(C)(1) Division (B) of this section does not affect the	4281
liability of a partner in a registered limited liability	4282
partnership for that partner's own negligence, wrongful acts,	4283
errors, omissions, or misconduct, including that partner's own	4284
negligence, wrongful acts, errors, omissions, or misconduct in	4285
directly supervising any other partner or any employee, agent, or	4286
representative of the partnership.	4287

(2) Division (B) of this section shall not affect the	4288
liability of a partner for liabilities imposed by Chapters 5735.,	4289
5739., 5743., and 5747. and section 3734.908 of the Revised Code.	4290

(D) A partner in a registered limited liability partnership	4291
is not a proper party to an action or proceeding by or against a	4292
registered limited liability partnership with respect to any debt,	4293
obligation, or other liability of any kind described in division	4294
(B) of this section, unless the partner is liable under divisions	4295
(C)(1) and (2) of this section.	4296

(E) A registered limited liability partnership is liable out	4297
of partnership assets for partnership debts, obligations, and	4298
liabilities.	4299

(F)(1) The personal liability of a partner solely by reason	4300
of being such a partner, or acting or omitting to act in such	4301
capacity, of a registered limited liability partnership organized	4302
and registered under the laws of this state shall be determined	4303
only under the laws of this state.	4304

(2) The only actions required of a registered limited	4305
liability partnership or of individual partners in such a	4306
partnership in order to avail themselves of the limited liability	4307
provisions of this section are those required by this chapter.	4308

Sec. 1775.45.  (A) Pursuant to a written agreement of merger	4309
between the constituent entities as provided in this section, a	4310
domestic general partnership and one or more additional domestic	4311
general partnerships or other domestic or foreign entities may be	4312
merged into a surviving domestic general partnership. Pursuant to	4313
a written agreement of consolidation between the constituent	4314
entities as provided in this section, two or more domestic or	4315
foreign entities may be consolidated into a new domestic general	4316
partnership formed by such consolidation. If any constituent	4317
entity is formed or organized under the laws of any state other	4318
than this state or under any chapter of the Revised Code other	4319
than this chapter, the merger or consolidation also must be	4320
permitted by the chapter of the Revised Code under which each	4321
domestic constituent entity exists and by the laws under which	4322
each foreign constituent entity exists.	4323

(B) The written agreement of merger or consolidation of	4324
constituent entities into a surviving or new domestic general	4325
partnership shall set forth all of the following:	4326

(1) The name and the form of entity of each constituent	4327
entity, the state under the laws of which each constituent entity	4328
exists, and the name of the surviving or new domestic general	4329
partnership;	4330

(2) In the case of a merger, that one or more specified	4331
constituent entities will be merged into a specified surviving	4332
domestic general partnership, and, in the case of a consolidation,	4333
that the constituent entities will be consolidated into a new	4334
domestic general partnership;	4335

(3) All statements and matters required to be set forth in	4336
such an agreement of merger or consolidation by the laws under	4337
which each constituent entity exists;	4338

(4) In the case of a consolidation, the partnership agreement	4339
of the new domestic general partnership or a provision that the	4340
written partnership agreement of a specified constituent general	4341
partnership, a copy of which shall be attached to the agreement of	4342
consolidation, with any amendments that are set forth in the	4343
agreement of consolidation, shall be the agreement of general	4344
partnership of the new domestic general partnership;	4345

(5) The name and address of the statutory agent upon whom any	4346
process, notice, or demand against any constituent entity, the	4347
surviving domestic general partnership, or the new domestic	4348
general partnership may be served;	4349

(6) In the case of a merger, any changes in the general	4350
partners of the surviving domestic general partnership and, in the	4351
case of a consolidation, the general partners of the new domestic	4352
general partnership or a provision specifying the general partners	4353
of one or more specified constituent partnerships that shall	4354
constitute the initial general partners of the new domestic	4355
general partnership;	4356

(7) The terms of the merger or consolidation; the mode of	4357
carrying them into effect; and the manner and basis of converting	4358
the interests or shares in the constituent entities into, or	4359
substituting the interests or shares in the constituent entities	4360
for, interests, evidences of indebtedness, other securities, cash,	4361
rights, or any other property or any combination of interests,	4362
evidences of indebtedness, securities, cash, rights, or any other	4363
property of the surviving domestic general partnership, of the new	4364
domestic general partnership, or of any other entity. No such	4365
conversion or substitution shall be effected if there are	4366
reasonable grounds to believe that the conversion or substitution	4367
would render the surviving or new domestic general partnership	4368
unable to pay its obligations as they become due in the usual	4369
course of its affairs.	4370

(C) The written agreement of merger or consolidation of	4371
constituent entities into a surviving or new domestic general	4372
partnership may set forth any of the following:	4373

(1) The effective date of the merger or consolidation, which	4374
date may be on or after the date of the filing of the certificate	4375
of merger or consolidation;	4376

(2) A provision authorizing one or more of the constituent	4377
entities to abandon the proposed merger or consolidation prior to	4378
filing the certificate of merger or consolidation pursuant to	4379
section 1775.47 of the Revised Code by action of the general	4380
partners of a constituent partnership, the directors of a	4381
constituent corporation, or the comparable representatives of any	4382
other constituent entity;	4383

(3) In the case of a merger, any amendments to the agreement	4384
of general partnership of the surviving domestic general	4385
partnership, or a provision that the written partnership agreement	4386
of a specified constituent general partnership other than the	4387
surviving domestic general partnership, with any amendments that	4388
are set forth in the agreement of merger, shall be the partnership	4389
agreement of the surviving domestic general partnership;	4390

(4) A statement of, or a statement of the method of	4391
determining, the fair value of the assets to be owned by the	4392
surviving domestic general partnership;	4393

(5) The parties to the agreement of merger or consolidation	4394
in addition to the constituent entities;	4395

(6) Any additional provision necessary or desirable with	4396
respect to the proposed merger or consolidation.	4397

(D) To effect the merger or consolidation, the agreement of	4398
merger or consolidation shall be adopted by the general partners	4399
of each constituent domestic general partnership, including the	4400
surviving domestic general partnership in the case of a merger,	4401
and shall be adopted by or otherwise authorized by or on behalf of	4402
each other constituent entity in accordance with the laws under	4403
which it exists.	4404

(E) All partners, whether or not they are entitled to vote or	4405
act, shall be given written notice of any meeting of general	4406
partners of a constituent domestic general partnership or of any	4407
proposed action by general partners of a constituent domestic	4408
general partnership, which meeting or action is to adopt an	4409
agreement of merger or consolidation. The notice shall be given to	4410
the partners either by mail at their addresses as they appear on	4411
the records of the partnership or in person and, unless the	4412
partnership agreement provides a shorter or longer period, shall	4413
be given not less than seven and not more than sixty days before	4414
the meeting or the effective date of the action. The notice shall	4415
be accompanied by a copy or a summary of the material provisions	4416
of the agreement of merger or consolidation.	4417

(F) The vote or action of the general partners of a	4418
constituent domestic general partnership that is required to adopt	4419
an agreement of merger or consolidation is the unanimous vote or	4420
action of the general partners or such different number or	4421
proportion as provided in writing in the partnership agreement. If	4422
the agreement of merger or consolidation would have an effect or	4423
authorize any action that under any applicable provision of law or	4424
the partnership agreement could be effected or authorized only by	4425
or pursuant to a specified vote or action of the partners, or of	4426
any class or group of partners, the agreement of merger or	4427
consolidation also shall be adopted or approved by the same vote	4428
or action as would be required to effect that change or authorize	4429
that action. Each person who will continue to be or who will	4430
become a general partner of a partnership that is the surviving or	4431
new entity in a merger or consolidation shall specifically agree	4432
in writing to continue or to become, as the case may be, a general	4433
partner of the partnership that is the surviving or new entity.	4434

(G) At any time before the filing of the certificate of	4435
merger or consolidation pursuant to section 1775.47 of the Revised	4436
Code, the merger or consolidation may be abandoned by the general	4437
partners of any constituent partnership, the directors of any	4438
constituent corporation, or the comparable representatives of any	4439
other constituent entity if the general partners, directors, or	4440
other representatives are authorized to do so by the agreement of	4441
merger or consolidation or by the same vote or action as was	4442
required to adopt the agreement of merger or consolidation. The	4443
agreement of merger or consolidation may contain a provision	4444
authorizing less than all of the general partners of any	4445
constituent partnership, the directors of any constituent	4446
corporation, or the comparable representatives of any other	4447
constituent entity to amend the agreement of merger or	4448
consolidation at any time before the filing of the certificate of	4449
merger or consolidation, except that, after the adoption of the	4450
agreement of merger or consolidation by the general partners of	4451
any constituent domestic general partnership, less than all of the	4452
general partners shall not be authorized to amend the agreement of	4453
merger or consolidation to do any of the following:	4454

(1) Alter or change the amount or kind of interests, shares,	4455
evidences of indebtedness, other securities, cash, rights, or any	4456
other property to be received by general partners of the	4457
constituent domestic general partnership in conversion of, or in	4458
substitution for, their interests;	4459

(2) Alter or change any term of the partnership agreement of	4460
the surviving or new domestic general partnership, except for	4461
alterations or changes that could otherwise be adopted by the	4462
general partners of the surviving or new domestic general	4463
partnership;	4464

(3) Alter or change any other terms and conditions of the	4465
agreement of merger or consolidation if any of the alterations or	4466
changes, alone or in the aggregate, would materially adversely	4467
affect the general partners or any class or group of general	4468
partners of the constituent domestic general partnership.	4469

Sec. 1775.46.  (A) Pursuant to a written agreement of merger	4470
or consolidation between the constituent entities as provided in	4471
this section, a domestic general partnership and one or more	4472
additional domestic or foreign entities may be merged into a	4473
surviving entity other than a domestic general partnership, or a	4474
domestic general partnership together with one or more additional	4475
domestic or foreign entities may be consolidated into a new entity	4476
other than a domestic general partnership to be formed by such	4477
consolidation. The merger or consolidation must be permitted by	4478
the chapter of the Revised Code under which each domestic	4479
constituent entity exists and by the laws under which each foreign	4480
constituent entity exists.	4481

(B) The written agreement of merger or consolidation shall	4482
set forth all of the following:	4483

(1) The name and the form of entity of each constituent	4484
entity and the state under the laws of which each constituent	4485
entity exists;	4486

(2) In the case of a merger, that one or more specified	4487
constituent domestic general partnerships and other specified	4488
constituent entities will be merged into a specified surviving	4489
foreign entity or surviving domestic entity other than a domestic	4490
general partnership, or, in the case of a consolidation, that the	4491
constituent entities will be consolidated into a new foreign	4492
entity or a new domestic entity other than a domestic general	4493
partnership;	4494

(3) If the surviving or new entity is a foreign general	4495
partnership, all statements and matters that would be required by	4496
section 1775.45 of the Revised Code if the surviving or new entity	4497
were a domestic general partnership;	4498

(4) The name and the form of entity of the surviving or new	4499
entity, the state under the laws of which the surviving entity	4500
exists or the new entity is to exist, and the location of the	4501
principal office of the surviving or new entity;	4502

(5) All additional statements and matters required to be set	4503
forth in such an agreement of merger or consolidation by the laws	4504
under which each constituent entity exists and, in the case of a	4505
consolidation, the new entity is to exist;	4506

(6) The consent of the surviving or new foreign entity to be	4507
sued and served with process in this state and the irrevocable	4508
appointment of the secretary of state as its agent to accept	4509
service of process in any proceeding in this state to enforce	4510
against the surviving or new foreign entity any obligation of any	4511
constituent domestic general partnership or to enforce the rights	4512
of a dissenting partner of any constituent domestic general	4513
partnership;	4514

(7) If the surviving or new entity is a foreign corporation	4515
that desires to transact business in this state as a foreign	4516
corporation, a statement to that effect, together with a statement	4517
regarding the appointment of a statutory agent and service of any	4518
process, notice, or demand upon that statutory agent or the	4519
secretary of state, as required when a foreign corporation applies	4520
for a license to transact business in this state;	4521

(8) If the surviving or new entity is a foreign limited	4522
partnership that desires to transact business in this state as a	4523
foreign limited partnership, a statement to that effect, together	4524
with all of the information required under section 1782.49 of the	4525
Revised Code when a foreign limited partnership registers to	4526
transact business in this state;	4527

(9) If the surviving or new entity is a foreign limited	4528
liability company that desires to transact business in this state	4529
as a foreign limited liability company, a statement to that	4530
effect, together with all of the information required under	4531
section 1705.54 of the Revised Code when a foreign limited	4532
liability company registers to transact business in this state;	4533

(10) If the surviving or new entity is a foreign limited	4534
liability partnership that desires to transact business in this	4535
state as a foreign limited liability partnership, a statement to	4536
that effect, together with all of the information required under	4537
section 1775.64 of the Revised Code when a foreign limited	4538
liability partnership registers to transact business in this	4539
state.	4540

(C) The written agreement of merger or consolidation also may	4541
set forth any additional provision permitted by the laws of any	4542
state under the laws of which any constituent entity exists,	4543
consistent with the laws under which the surviving entity exists	4544
or the new entity is to exist.	4545

(D) To effect the merger or consolidation, the agreement of	4546
merger or consolidation shall be adopted by the general partners	4547
of each constituent domestic general partnership, in the same	4548
manner and with the same notice to and vote or action of partners	4549
or of a particular class or group of partners as is required by	4550
section 1775.45 of the Revised Code. The agreement of merger or	4551
consolidation also shall be approved or otherwise authorized by or	4552
on behalf of each constituent entity in accordance with the laws	4553
under which it exists. Each person who will continue to be or who	4554
will become a general partner of a partnership that is the	4555
surviving or new entity in a merger or consolidation shall	4556
specifically agree in writing to continue or to become, as the	4557
case may be, a general partner of the surviving or new entity.	4558

(E) At any time before the filing of the certificate of	4559
merger or consolidation pursuant to section 1775.47 of the Revised	4560
Code, the merger or consolidation may be abandoned by the general	4561
partners of any constituent partnership, the directors of any	4562
constituent corporation, or the comparable representatives of any	4563
other constituent entity if the general partners, directors, or	4564
comparable representatives are authorized to do so by the	4565
agreement of merger or consolidation. The agreement of merger or	4566
consolidation may contain a provision authorizing less than all of	4567
the general partners of any constituent partnership, the directors	4568
of any constituent corporation, or the comparable representatives	4569
of any other constituent entity to amend the agreement of merger	4570
or consolidation at any time before the filing of the certificate	4571
of merger or consolidation, except that after the adoption of the	4572
agreement of merger or consolidation by the general partners of	4573
any constituent domestic general partnership, less than all of the	4574
general partners shall not be authorized to amend the agreement of	4575
merger or consolidation to do any of the following:	4576

(1) Alter or change the amount or kind of interests, shares,	4577
evidences of indebtedness, other securities, cash, rights, or any	4578
other property to be received by general partners of the	4579
constituent domestic general partnership in conversion of or in	4580
substitution for their interests;	4581

(2) If the surviving or new entity is a partnership, alter or	4582
change any term of the partnership agreement of the surviving or	4583
new partnership, except for alterations or changes that otherwise	4584
could be adopted by the general partners of the surviving or new	4585
partnership;	4586

(3) If the surviving or new entity is a corporation or any	4587
other entity other than a partnership, alter or change any term of	4588
the articles or comparable instrument of the surviving or new	4589
corporation or entity, except for alterations or changes that	4590
otherwise could be adopted by the directors or comparable	4591
representatives of the surviving or new corporation or entity;	4592

(4) Alter or change any other terms and conditions of the	4593
agreement of merger or consolidation if any of the alterations or	4594
changes, alone or in the aggregate, would materially adversely	4595
affect the general partners or any class or group of general	4596
partners of the constituent domestic general partnership.	4597

Sec. 1775.47.  (A) Upon the adoption by each constituent	4598
entity of an agreement of merger or consolidation pursuant to	4599
section 1775.45 or 1775.46 of the Revised Code, a certificate of	4600
merger or consolidation shall be filed with the secretary of state	4601
that is signed by an authorized representative of each constituent	4602
entity. The certificate shall be on a form prescribed by the	4603
secretary of state and shall set forth only the information	4604
required by this section.	4605

(B)(1) The certificate of merger or consolidation shall set	4606
forth all of the following:	4607

(a) The name and the form of entity of each constituent	4608
entity and the state under the laws of which each constituent	4609
entity exists;	4610

(b) A statement that each constituent entity has complied	4611
with all of the laws under which it exists and that the laws	4612
permit the merger or consolidation;	4613

(c) The name and mailing address of the person or entity that	4614
is to provide, in response to any written request made by a	4615
shareholder, partner, or other equity holder of a constituent	4616
entity, a copy of the agreement of merger or consolidation;	4617

(d) The effective date of the merger or consolidation, which	4618
date may be on or after the date of the filing of the certificate;	4619

(e) The signature of the representative or representatives	4620
authorized to sign the certificate on behalf of each constituent	4621
entity and the office held or the capacity in which the	4622
representative is acting;	4623

(f) A statement that the agreement of merger or consolidation	4624
is authorized on behalf of each constituent entity and that the	4625
persons who signed the certificate on behalf of each entity are	4626
authorized to do so;	4627

(g) In the case of a merger, a statement that one or more	4628
specified constituent entities will be merged into a specified	4629
surviving entity or, in the case of a consolidation, a statement	4630
that the constituent entities will be consolidated into a new	4631
entity;	4632

(h) The name and form of the surviving entity in the case of	4633
a merger or the name and form of the new entity in the case of a	4634
consolidation;	4635

(i) In the case of a merger, if the surviving entity is a	4636
foreign entity not licensed to transact business in this state,	4637
the name and address of the statutory agent upon whom any process,	4638
notice, or demand may be served;	4639

(j) In the case of a consolidation, the name and address of	4640
the statutory agent upon whom any process, notice, or demand	4641
against any constituent entity or the new entity may be served.	4642

(2) In the case of a consolidation into a new domestic	4643
corporation, limited liability company, or limited partnership,	4644
the articles of incorporation, the articles of organization, or	4645
the certificate of limited partnership of the new domestic entity	4646
shall be filed with the certificate of consolidation.	4647

(3) In the case of a merger into a domestic corporation,	4648
limited liability company, or limited partnership, any amendments	4649
to the articles of incorporation, articles of organization, or	4650
certificate of limited partnership of the surviving domestic	4651
entity shall be filed with the certificate of merger.	4652

(4) If the surviving or new entity is a foreign entity that	4653
desires to transact business in this state as a foreign	4654
corporation, limited liability company, or limited partnership,	4655
the certificate of merger or consolidation shall be accompanied by	4656
the information required by division (B)(7), (8), or (9), or (10)	4657
of section 1775.46 of the Revised Code.	4658

(5) If a foreign or domestic corporation licensed to transact	4659
business in this state is a constituent entity and the surviving	4660
or new entity resulting from the merger or consolidation is not a	4661
foreign or domestic corporation that is to be licensed to transact	4662
business in this state, the certificate of merger or consolidation	4663
shall be accompanied by the affidavits, receipts, certificates, or	4664
other evidence required by division (H) of section 1701.86 of the	4665
Revised Code, with respect to each domestic constituent	4666
corporation, and by the affidavits, receipts, certificates, or	4667
other evidence required by division (C) or (D) of section 1703.17	4668
of the Revised Code, with respect to each foreign constituent	4669
corporation licensed to transact business in this state.	4670

(C) If any constituent entity in a merger or consolidation is	4671
organized or formed under the laws of a state other than this	4672
state or under any chapter of the Revised Code other than this	4673
chapter, there also shall be filed in the proper office all	4674
documents that are required to be filed in connection with the	4675
merger or consolidation by the laws of that state or by that	4676
chapter.	4677

(D) Upon the filing of a certificate of merger or	4678
consolidation and other filings as described in division (C) of	4679
this section or at any later date that the certificate of merger	4680
or consolidation specifies, the merger or consolidation is	4681
effective, subject to the limitation specified in division (B)(7)	4682
of section 1775.45 of the Revised Code.	4683

(E) The secretary of state shall furnish, upon request and	4684
payment of the fee specified in division (K)(2) of section 111.16	4685
of the Revised Code, the secretary of state's certificate setting	4686
forth: the name and form of entity of each constituent entity and	4687
the states under the laws of which each constituent entity existed	4688
prior to the merger or consolidation; the name and the form of	4689
entity of the surviving or new entity and the state under the laws	4690
of which the surviving entity exists or the new entity is to	4691
exist; the date of filing of the certificate of merger or	4692
consolidation with the secretary of state; and the effective date	4693
of the merger or consolidation. The certificate of the secretary	4694
of state, or a copy of the certificate of merger or consolidation	4695
certified by the secretary of state, may be filed for record in	4696
the office of the recorder of any county in this state and, if	4697
filed, shall be recorded in the records of deeds for that county.	4698
For that recording, the county recorder shall charge and collect	4699
the same fee as in the case of deeds.	4700

Sec. 1775.48.  (A) When a merger or consolidation becomes	4701
effective, all of the following apply:	4702

(1) The separate existence of each constituent entity other	4703
than the surviving entity in a merger shall cease, except that	4704
whenever a conveyance, assignment, transfer, deed, or other	4705
instrument or act is necessary to vest property or rights in the	4706
surviving or new entity, the general partners, officers, or other	4707
authorized representatives of the respective constituent entities	4708
shall execute, acknowledge, and deliver suchthe instruments and	4709
do such acts. For these purposes, the existence of the constituent	4710
entities and the authority of their respective general partners,	4711
officers, directors, or other representatives are continued	4712
notwithstanding the merger or consolidation.	4713

(2) In the case of a consolidation, the new entity exists	4714
when the consolidation becomes effective and, if the new entity is	4715
a domestic general partnership, the written partnership agreement	4716
contained in or provided for in the agreement of consolidation	4717
shall be its original partnership agreement.	4718

(3) In the case of a merger in which the surviving entity is	4719
a general partnership, the written partnership agreement of the	4720
surviving general partnership in effect immediately prior to the	4721
time the merger becomes effective shall be its partnership	4722
agreement after the merger except as otherwise provided in the	4723
agreement of merger.	4724

(4) The surviving or new entity possesses all of the	4725
following, and all of the following are vested in the surviving or	4726
new entity without further act or deed:	4727

(a) Except to the extent limited by the mandatory provisions	4728
of applicable law, the following:	4729

(i) All assets and property of every description of each	4730
constituent entity, and every interest in the assets and property	4731
of each constituent entity, wherever the assets, property, and	4732
interests are located. Title to any real estate or any interest in	4733
real estate that was vested in any constituent entity shall not	4734
revert or in any way be impaired by reason of the merger or	4735
consolidation.	4736

(ii) The rights, privileges, immunities, powers, franchises,	4737
and authority, whether of a public or private nature, of each	4738
constituent entity.	4739

(b) All obligations belonging to or due to each constituent	4740
entity.	4741

(5) The surviving or new entity is liable for all the	4742
obligations of each constituent entity, including liability to	4743
dissenting partners, dissenting shareholders, or other dissenting	4744
equity holders. Any claim existing or any action or proceeding	4745
pending by or against any constituent entity may be prosecuted to	4746
judgment with right of appeal, as if the merger or consolidation	4747
had not taken place, or the surviving or new entity may be	4748
substituted in place of any constituent entity.	4749

(6) All the rights of creditors of each constituent entity	4750
are preserved unimpaired, and all liens upon the property of any	4751
constituent entity are preserved unimpaired, on only the property	4752
affected by such liens immediately before the effective date of	4753
the merger or consolidation. If a general partner of a constituent	4754
partnership is not a general partner of the entity surviving or	4755
the new entity resulting from the merger or consolidation, then	4756
the former general partner shall have no liability for any	4757
obligation incurred after the merger or consolidation except to	4758
the extent that a former creditor of the constituent partnership	4759
in which the former general partner was a general partner extends	4760
credit to the surviving or new entity reasonably believing that	4761
the former general partner continued as a general partner of the	4762
surviving or new entity.	4763

(B) If a general partner of a constituent partnership is not	4764
a general partner of the entity surviving or the new entity	4765
resulting from the merger or consolidation, then unless that	4766
general partner agrees otherwise in writing, the general partner	4767
shall be indemnified by the surviving or new entity against all	4768
present or future liabilities of the constituent partnership of	4769
which the general partner was a general partner. Any amount	4770
payable pursuant to section 1775.50 of the Revised Code to a	4771
partner of the constituent partnership in which that general	4772
partner was a partner shall be a present liability of that	4773
constituent partnership.	4774

(C) In the case of a merger of a constituent domestic general	4775
partnership into a foreign surviving corporation, limited	4776
liability company, or general partnership that is not licensed or	4777
registered to transact business in this state or in the case of a	4778
consolidation of a constituent domestic limited partnership into a	4779
new foreign corporation, limited liability company, or limited	4780
partnership, or limited liability partnership, if the surviving or	4781
new entity intends to transact business in this state and the	4782
certificate of merger or consolidation is accompanied by the	4783
information described in division (B)(4) of section 1775.47 of the	4784
Revised Code, then on the effective date of the merger or	4785
consolidation the surviving or new entity shall be considered to	4786
have complied with the requirements for procuring a license or for	4787
registration to transact business in this state as a foreign	4788
corporation, limited liability company, or limited partnership, as	4789
the case may be. In such a case, a copy of the certificate of	4790
merger or consolidation certified by the secretary of state	4791
constitutes the license certificate prescribed for a foreign	4792
corporation or the application for registration prescribed for a	4793
foreign limited liability company or foreign limited partnership.	4794

(D) Any action to set aside any merger or consolidation on	4795
the ground that any section of the Revised Code applicable to the	4796
merger or consolidation has not been complied with shall be	4797
brought within ninety days after the effective date of the merger	4798
or consolidation or forever be barred.	4799

(E) In the case of an entity organized or existing under the	4800
laws of any state other than this state, this section is subject	4801
to the laws of the state under the laws of which the entity exists	4802
or in which it has property.	4803

Sec. 1775.49.  (A) Unless otherwise provided in writing in	4804
the partnership agreement of a constituent domestic general	4805
partnership, the following are entitled to relief as dissenting	4806
partners as provided in section 1775.50 of the Revised Code:	4807

(1) Partners of a domestic general partnership that is being	4808
merged or consolidated into a surviving or new entity, domestic or	4809
foreign, pursuant to section 1775.45 or 1775.46 of the Revised	4810
Code;	4811

(2) In the case of a merger into a domestic general	4812
partnership, partners of the surviving domestic general	4813
partnership who under section 1775.45 of the Revised Code are	4814
entitled to vote or act on the adoption of an agreement of merger,	4815
but only as to the interests so entitling them to vote or act;	4816

(3) Partners of a domestic partnership that is being	4817
converted into a converted entity pursuant to section 1775.53 of	4818
the Revised Code.	4819

(B) Unless otherwise expressly agreed to in writing, a	4820
general partner of any constituent partnership shall be liable to	4821
the partners of the constituent partnership for any amount payable	4822
to them pursuant to section 1775.50 of the Revised Code as if the	4823
amount so payable were an existing liability of the constituent	4824
partnership at the time of the merger or, consolidation, or	4825
conversion.	4826

Sec. 1775.50.  (A) A partner of a domestic general	4827
partnership is entitled to relief as a dissenting partner in	4828
respect of the proposals described in section 1775.49 of the	4829
Revised Code only in compliance with this section.	4830

(B) If the proposal of merger or, consolidation, or	4831
conversion is to be submitted to the partners at a meeting, the	4832
dissenting partner shall be a partner and a record holder of the	4833
partnership interests as to which the dissenting partner seeks	4834
relief as of the date fixed for the determination of partners	4835
entitled to notice of the meeting, and such interests shall not	4836
have been voted in favor of the proposal. Not later than ten days	4837
after the date on which the vote on the proposal was taken at the	4838
meeting of the partners, the dissenting partner shall deliver to	4839
the general partnership a written demand for payment to the	4840
dissenting partner of the fair cash value of the interests as to	4841
which the dissenting partner seeks relief that states the	4842
dissenting partner's address, the number and class of those	4843
interests, and the amount claimed by the dissenting partner as the	4844
fair cash value of the interests.	4845

(C) If the proposal of merger or, consolidation, or	4846
conversion is to be submitted to the partners for their written	4847
approval or other action without a meeting, the dissenting partner	4848
shall be a partner and a record holder of the interests of the	4849
partnership as to which the dissenting partner seeks relief as of	4850
the date the request for approval or action was sent to the	4851
partners entitled to act or otherwise approve the proposal, and	4852
the dissenting partner shall not have indicated approval of the	4853
proposal in the dissenting partner's capacity as a holder of such	4854
interests. Not later than fifteen days after the date on which the	4855
request for approval of or action on the proposal was mailed to	4856
the partners, the dissenting partner shall deliver to the	4857
partnership a written demand for payment to the dissenting partner	4858
of the fair cash value of the interests as to which the dissenting	4859
partner seeks relief, which demand shall state the dissenting	4860
partner's address, the number and class of such interests, and the	4861
amount claimed by the dissenting partner as the fair cash value of	4862
those interests.	4863

(D) In the case of a merger or consolidation, a demand served	4864
on the constituent domestic general partnership involved	4865
constitutes service on the surviving entity or the new entity,	4866
whether the demand is served before, on, or after the effective	4867
date of the merger or consolidation. In the case of a conversion,	4868
a demand served on the converting domestic partnership constitutes	4869
service on the converted entity, whether the demand is served	4870
before, on, or after the effective date of the conversion.	4871

(E) If the interests as to which a dissenting partner seeks	4872
relief are represented by certificates and if the domestic general	4873
partnership sends to the dissenting partner, at the address	4874
specified in the dissenting partner's demand, a request for	4875
certificates representing the interests as to which the dissenting	4876
partner seeks relief, the dissenting partner, within fifteen days	4877
from the date on which the request was sent, shall deliver to the	4878
general partnership the certificates requested so that the general	4879
partnership may endorse on them a legend to the effect that a	4880
demand for the fair cash value of such interests has been made.	4881
The general partnership promptly shall return the endorsed	4882
certificates to the dissenting partner. The failure of a	4883
dissenting partner to deliver such certificates terminates rights	4884
as a dissenting partner, at the option of the general partnership,	4885
exercised by written notice sent to the dissenting partner within	4886
twenty days after the lapse of the fifteen-day period, unless a	4887
court for good cause shown otherwise directs. If interests	4888
represented by a certificate on which such a legend has been	4889
endorsed are transferred, each new certificate issued for them	4890
shall bear a similar legend, together with the name of the	4891
original dissenting holder of such interests. Upon receiving a	4892
demand for payment from a dissenting partner who is a record	4893
holder of uncertificated interests, the general partnership shall	4894
make an appropriate notation of the demand for payment in its	4895
records. If uncertificated interests for which payment has been	4896
demanded are to be transferred, any writing sent to evidence the	4897
transfer shall bear the legend required for certificated interests	4898
as provided in this division. A transferee of the interests	4899
receiving a certificate so endorsed, or of uncertificated	4900
interests where such a notation has been made, acquires only such	4901
the rights in the general partnership as the original partner	4902
holding suchthe interests had immediately after the service of a	4903
demand for payment of the fair cash value of the interests. A	4904
request under this division by the general partnership is not an	4905
admission by it that the holder of the interest is entitled to	4906
relief under this section.	4907

(F) Unless the partnership agreement of the constituent	4908
domestic general partnership in which the dissenting partner was a	4909
partner provides a reasonable basis for determining and paying the	4910
fair cash value of the interests as to which the dissenting	4911
partner seeks relief or unless that partnership and the dissenting	4912
partner have come to an agreement on the fair cash value of the	4913
interests as to which the dissenting partner seeks relief, the	4914
dissenting partner or the general partnership, which in the case	4915
of a merger or consolidation may be the surviving or new entity,	4916
or in the case of a conversion may be the converted entity, within	4917
ninety days after the service of the demand by the dissenting	4918
partner, may file a complaint under section 1775.51 of the Revised	4919
Code. The complaint shall be filed in the court of common pleas of	4920
the county in which the principal office of the general	4921
partnership that issued the interests is located or was located	4922
when the proposal of merger or, consolidation, or conversion was	4923
adopted by the partners of the general partnership. Other	4924
dissenting partners, within that ninety-day period, may join as	4925
plaintiffs or may be joined as defendants in any such proceeding,	4926
and any two or more such proceedings may be consolidated.	4927

(G) The right and obligation of a dissenting partner to	4928
receive such fair cash value and to sell such interests as to	4929
which the dissenting partner seeks relief and the right and	4930
obligation of the domestic general partnership to purchase such	4931
interests and to pay the fair cash value of them terminate if any	4932
of the following applies:	4933

(1) The dissenting partner has not complied with this	4934
section, unless the general partnership waives such failure.	4935

(2) The general partnership abandons the merger or,	4936
consolidation, or conversion or is finally enjoined or prevented	4937
from carrying it out, or the partners rescind their adoption or	4938
approval of the merger or, consolidation, or conversion.	4939

(3) The dissenting partner withdraws the dissenting partner's	4940
demand, with the consent of the general partnership.	4941

(4) All of the following apply:

4942

(a) The partnership agreement of the constituent domestic	4943
general partnership in which the dissenting partner was a partner	4944
does not provide a reasonable basis for determining and paying the	4945
dissenting partner the fair cash value of the dissenting partner's	4946
interest.	4947

(b) The general partnership and the dissenting partner have	4948
not agreed upon the fair cash value of the interest.	4949

(c) Neither the dissenting partner nor the general	4950
partnership has filed or joined in a complaint under division (F)	4951
of this section within the period provided in that division.	4952

(H) Unless otherwise provided in the partnership agreement of	4953
the constituent domestic general partnership in which the	4954
dissenting partner was a partner, from the time the dissenting	4955
partner gives the demand until either the termination of the	4956
rights and obligations arising from it or the purchase of the	4957
interests by the general partnership, all other rights accruing	4958
from such interests, including voting or distribution rights, are	4959
suspended. If, during the suspension, any distribution is paid in	4960
money upon interests of suchthat class or any dividend,	4961
distribution, or interest is paid in money upon any securities	4962
issued in extinguishment of, or in substitution for, such	4963
interest, an amount equal to the dividend, distribution, or	4964
interest that, except for the suspension, would have been payable	4965
upon such interests or securities shall be paid to the holder of	4966
record as a credit upon the fair cash value of the interests. If	4967
the right to receive fair cash value is terminated other than by	4968
the purchase of the interests by the general partnership, all	4969
rights of the dissenting partner shall be restored and all	4970
distributions that, except for the suspension, would have been	4971
made shall be made to the holder of record of the interests at the	4972
time of termination.	4973

Sec. 1775.51.  (A) When authorized by division (F) of section	4974
1775.50 of the Revised Code, a dissenting partner or general	4975
partnership may file a complaint under this section demanding the	4976
relief described in this section. A complaint filed under this	4977
section shall contain a brief statement of the facts, including	4978
the vote or action by the partners and the facts entitling the	4979
dissenting partner to the relief demanded. No answer to such a	4980
complaint is required. Upon the filing of such a complaint, the	4981
court, on motion of the petitioner, shall enter an order fixing a	4982
date for a hearing on the complaint and requiring that a copy of	4983
the complaint and a notice of the filing and of the date for the	4984
hearing be given to the respondent or defendant in the manner in	4985
which summons is required to be served or substituted service is	4986
required to be made in other cases. On the date fixed for the	4987
hearing on the complaint or any adjournment of it, the court shall	4988
determine from the complaint and from such evidence as is	4989
submitted by either party whether the dissenting partner is	4990
entitled to be paid the fair cash value of any interests and, if	4991
so, the number and class of suchthe interests. If the court finds	4992
that the dissenting partner is so entitled, it may appoint one or	4993
more persons as appraisers to receive evidence and to recommend a	4994
decision on the amount of the fair cash value. The appraisers have	4995
such power and authority as is specified in the order of their	4996
appointment. The court thereupon shall make a finding as to the	4997
fair cash value of the interests and shall render judgment against	4998
the general partnership for the payment of it, with interest at	4999
sucha rate and from sucha date as the court considers equitable.	5000
The costs of the proceeding, including reasonable compensation to	5001
the appraisers to be fixed by the court, shall be assessed or	5002
apportioned as the court considers equitable. The proceeding is a	5003
special proceeding and final orders in it may be vacated,	5004
modified, or reversed on appeal pursuant to the Rules of Appellate	5005
Procedure and, to the extent not in conflict with those rules,	5006
Chapter 2505. of the Revised Code. If, during the pendency of any	5007
proceeding under this section, a suit or proceeding is or has been	5008
instituted to enjoin or otherwise to prevent the carrying out of	5009
the action as to which the partner has dissented, the proceeding	5010
instituted under this section shall be stayed until the final	5011
determination of the other suit or proceeding. Unless any	5012
provision of division (G) of section 1775.50 of the Revised Code	5013
is applicable, the fair cash value of the interests that is agreed	5014
upon by the parties or fixed under this section shall be paid	5015
within thirty days after the date of final determination of such	5016
value under this division or the consummation of the merger or,	5017
consolidation, or conversion, whichever occurs last. Upon the	5018
occurrence of the last such event, payment shall be made	5019
immediately to a holder of uncertificated interests entitled to	5020
such payment. In the case of holders of interests represented by	5021
certificates, payment shall be made only upon and simultaneously	5022
with the surrender to the domestic general partnership of the	5023
certificates representing the interests for which the payment is	5024
made.	5025

(B) If the proposal of merger or, consolidation, or	5026
conversion was submitted to the partners of the general	5027
partnership for a vote at a meeting, fair cash value as to those	5028
partners shall be determined as of the day before the day on which	5029
the vote by the partners was taken. If the proposal was submitted	5030
to the partners for written approval or other action, fair cash	5031
value as to those partners shall be determined as of the day	5032
before the day on which the request for the approval or action was	5033
sent. The fair cash value of an interest for purposes of this	5034
section is the amount that a willing seller who is under no	5035
compulsion to sell would be willing to accept and that a willing	5036
buyer who is under no compulsion to purchase would be willing to	5037
pay, but the fair cash value paid to any partner shall not exceed	5038
the amount specified in the demand of that partner. In computing	5039
such fair cash value, any appreciation or depreciation in market	5040
value resulting from the merger or, consolidation, or conversion	5041
shall be excluded.	5042

Sec. 1775.52. If a domestic general partnership is a	5043
constituent entity to a merger or consolidation that has become	5044
effective, and the domestic general partnership is not the	5045
surviving or resulting entity of the merger or consolidation, or	5046
if a domestic partnership is the converting entity in a	5047
conversion, a judgment creditor of a partner of that domestic	5048
general partnership shall not levy execution against the assets of	5049
the partner to satisfy a judgment based on a claim against the	5050
surviving or resulting entity of the merger or, consolidation, or	5051
conversion unless any of the following applies:	5052

(A) The claim is for an obligation of the domestic general	5053
partnership for which the partner is liable as provided in this	5054
chapter and one of the following applies:	5055

(1) A judgment based on the same claim has been obtained	5056
against the surviving or resulting entity of the merger or	5057
consolidation or the entity resulting from the conversion and a	5058
writ of execution on the judgment has been returned unsatisfied in	5059
whole or in part.	5060

(2) The surviving or resulting entity of the merger or,	5061
consolidation, or conversion is a debtor in bankruptcy.	5062

(3) The partner has agreed that the creditor need not exhaust	5063
the assets of the domestic general partnership that was not the	5064
surviving or resulting entity of the merger or consolidation or	5065
the entity resulting from the conversion.	5066

(4) The partner has agreed that the creditor need not exhaust	5067
the assets of the surviving or resulting entity of the merger or	5068
consolidation or the entity resulting from the conversion.	5069

(B) A court grants permission to the judgment creditor to	5070
levy execution against the assets of the partner based on a	5071
finding that the assets of the surviving or resulting entity of	5072
the merger or, consolidation, or conversion that are subject to	5073
execution are clearly insufficient to satisfy the judgment, that	5074
exhaustion of the assets of the surviving or resulting entity of	5075
the merger or consolidation or the entity resulting from the	5076
conversion is excessively burdensome, or that the grant of	5077
permission is an appropriate exercise of the court's equitable	5078
powers.	5079

(C) Liability is imposed on the partner by law or contract	5080
independent of the existence of the surviving or resulting entity	5081
of the merger or consolidation or the entity resulting from the	5082
conversion.	5083

Sec. 1775.53. (A) Subject to division (B)(2) of this section,	5084
pursuant to a written declaration of conversion as provided in	5085
this section, a domestic or foreign entity other than a domestic	5086
partnership may be converted into a domestic partnership. The	5087
conversion also must be permitted by the chapter of the Revised	5088
Code or by the laws under which the converting entity exists.	5089

(B)(1) The written declaration of conversion shall set forth	5090
all of the following:	5091

(a) The name and form of entity that is being converted, the	5092
name of the entity into which the entity will be converted, and	5093
the jurisdiction of formation of the converting entity;	5094

(b) If the converted entity is a limited liability	5095
partnership, its registration application;	5096

(c) The partnership agreement of the converted domestic	5097
partnership or a provision that the written agreement of the	5098
converting entity, a copy of which shall be attached to the	5099
declaration of conversion, with any amendments that are set forth	5100
in the declaration of conversion, is the agreement of the	5101
converted domestic partnership;	5102

(d) The general partners of the converted partnership;

5103

(e) All statements and matters required to be set forth in an	5104
instrument of conversion by the laws under which the converting	5105
entity exists;	5106

(f) The terms of the conversion; the mode of carrying them	5107
into effect; and the manner and basis of converting the interests	5108
or shares of the converting entity into, or substituting the	5109
interests or shares in the converting entity for, interests,	5110
evidences of indebtedness, other securities, cash, rights, or any	5111
other property or any combination of interests, evidences of	5112
indebtedness, other securities, cash, rights, or any other	5113
property of the converted partnership.	5114

(2) No conversion or substitution described in this section	5115
shall be effected if there are reasonable grounds to believe that	5116
the conversion or substitution would render the converted	5117
partnership unable to pay its obligations as they become due in	5118
the usual course of its affairs.	5119

(C) The written declaration of conversion may set forth any	5120
of the following:	5121

(1) The effective date of the conversion, which date may be	5122
on or after the date of the filing of the certificate of	5123
conversion pursuant to section 1775.55 of the Revised Code;	5124

(2) A provision authorizing the converting entity to abandon	5125
the proposed conversion by action of authorized representatives of	5126
the converting entity taken prior to the filing of the certificate	5127
of conversion pursuant to section 1775.55 of the Revised Code;	5128

(3) A statement of, or a statement of the method to be used	5129
to determine, the fair value of the assets owned by the converting	5130
entity at the time of the conversion;	5131

(4) The parties to the declaration of conversion in addition	5132
to the converting entity;	5133

(5) Any additional provision necessary or desirable with	5134
respect to the proposed conversion or the converted entity.	5135

(D) At any time before the filing of the certificate of	5136
conversion pursuant to section 1775.55 of the Revised Code, the	5137
conversion may be abandoned by any representatives authorized to	5138
do so by the declaration of conversion, or by the same vote as was	5139
required to adopt the declaration of conversion.	5140

(E) Unless the converted entity is a limited liability	5141
partnership, each person that will be a partner of the partnership	5142
that is the converted entity specifically shall agree in writing	5143
to be a partner in the partnership that is the converted entity.	5144

Sec. 1775.54. (A) Subject to division (B)(2) of this section,	5145
pursuant to a written declaration of conversion as provided in	5146
this section, a domestic partnership may be converted into a	5147
domestic or foreign entity other than a domestic partnership. The	5148
conversion also must be permitted by the chapter of the Revised	5149
Code or by the laws under which the converted entity will exist.	5150

(B)(1) The written declaration of conversion shall set forth	5151
all of the following:	5152

(a) The name and form of entity that is being converted, the	5153
name of the entity into which the entity will be converted, the	5154
form of the converted entity, and the jurisdiction of formation of	5155
the converted entity;	5156

(b) If the converted entity is a domestic entity, the	5157
complete terms of all documents required under the applicable	5158
chapter of the Revised Code to form the converted entity;	5159

(c) If the converted entity is a foreign entity, all of the	5160
following:	5161

(i) The complete terms of all documents required under the	5162
law of its formation to form the converted entity;	5163

(ii) The consent of the converted entity to be sued and	5164
served with process in this state, and the irrevocable appointment	5165
of the secretary of state as the agent of the converted entity to	5166
accept service of process in this state to enforce against the	5167
converted entity any obligation of the converting partnership or	5168
to enforce the rights of a dissenting partner of the converting	5169
partnership;	5170

(iii) If the converted entity desires to transact business in	5171
this state, the information required to qualify or be licensed	5172
under the applicable chapter of the Revised Code;	5173

(d) All other statements and matters required to be set forth	5174
in the declaration of conversion by the applicable chapter of the	5175
Revised Code if the converted entity is a domestic entity, or by	5176
the laws under which the converted entity will be formed, if the	5177
converted entity is a foreign entity;	5178

(e) The terms of the conversion; the mode of carrying them	5179
into effect; and the manner and basis of converting the interests	5180
or shares of the converting partnership into, or substituting the	5181
interests in the converting partnership for, interests, evidences	5182
of indebtedness, other securities, cash, rights, or any other	5183
property or any combination of interests, evidences of	5184
indebtedness, other securities, cash, rights, or any other	5185
property of the converted entity.	5186

(2) No conversion or substitution described in this section	5187
shall be effected if there are reasonable grounds to believe that	5188
the conversion or substitution would render the converted entity	5189
unable to pay its obligations as they become due in the usual	5190
course of its affairs.	5191

(C) The written declaration of conversion may set forth any	5192
of the following:	5193

(1) The effective date of the conversion, which date may be	5194
on or after the date of the filing of the certificate of	5195
conversion pursuant to section 1775.55 of the Revised Code;	5196

(2) A provision authorizing the converting partnership to	5197
abandon the proposed conversion by action of the partners of the	5198
converting partnership taken prior to the filing of the	5199
certificate of conversion pursuant to section 1775.55 of the	5200
Revised Code;	5201

(3) A statement of, or a statement of the method to be used	5202
to determine, the fair value of the assets owned by the converting	5203
partnership at the time of the conversion;	5204

(4) The parties to the declaration of conversion in addition	5205
to the converting entity;	5206

(5) Any additional provision necessary or desirable with	5207
respect to the proposed conversion or the converted entity.	5208

(D) The partners of the converting partnership must adopt the	5209
declaration of conversion to effect the conversion.	5210

(E)(1) All partners, whether or not they are entitled to vote	5211
or act, shall be given written notice of any meeting of partners	5212
of a partnership or of any proposed action by the partners, which	5213
meeting or action is to adopt a declaration of conversion. The	5214
notice shall be given to the partners either as provided in	5215
writing in the partnership agreement or by mail at the partners'	5216
addresses as they appear on the records of the partnership, or in	5217
person. Unless the partnership agreement provides a shorter or	5218
longer period, notice shall be given not less than seven and not	5219
more than sixty days before the meeting or the effective date of	5220
the action.	5221

(2) The notice described in division (E)(1) of this section	5222
shall be accompanied by a copy or a summary of the material	5223
provisions of the declaration of conversion.	5224

(F) The unanimous vote or action of the partners of a	5225
converting partnership, or a different number or proportion as	5226
provided in writing in the partnership agreement, is required to	5227
adopt a declaration of conversion.	5228

If the declaration of conversion would have an effect or	5229
authorize any action that under any applicable law or the	5230
partnership agreement could be effected or authorized only by or	5231
pursuant to a specified vote or action of the partners, or of any	5232
class or group of partners, the declaration of conversion also	5233
must be adopted or approved by the same vote or action as would be	5234
required to effect that change or authorize that action.	5235

(G)(1) At any time before the filing of the certificate of	5236
conversion pursuant to section 1775.55 of the Revised Code, the	5237
conversion may be abandoned by all of the partners of the	5238
converting partnership or by any representatives authorized to do	5239
so by the declaration of conversion, or by the same vote as was	5240
required to adopt the declaration of conversion.	5241

(2) The declaration of conversion may contain a provision	5242
authorizing less than all of the partners to amend the declaration	5243
of conversion at any time before the filing of the certificate of	5244
conversion pursuant to section 1775.55 of the Revised Code, except	5245
that, after the adoption of the declaration of conversion by the	5246
partners, less than all the partners are not authorized to amend	5247
the declaration of conversion to do any of the following:	5248

(a) Alter or change the amount or kind of interests, shares,	5249
evidences of indebtedness, other securities, cash rights, or any	5250
other property to be received by the partners of the converting	5251
partnership in conversion of, or substitution for, their	5252
interests;	5253

(b) Alter or change any term of the organizational documents	5254
of the converted entity except for alterations or changes that are	5255
adopted with the vote or action of the persons the vote or action	5256
of which would be required for the alteration or change after the	5257
conversion;	5258

(c) Alter or change any other terms and conditions of the	5259
declaration of conversion if any of the alterations or changes,	5260
alone or in the aggregate, materially and adversely would affect	5261
the partners or any class or group of partners of the converting	5262
partnership.	5263

Sec. 1775.55. (A) Upon the adoption of a declaration of	5264
conversion pursuant to section 1775.53 or 1775.54 of the Revised	5265
Code, or at a later time as authorized by the declaration of	5266
conversion, a certificate of conversion that is signed by an	5267
authorized representative of the converting entity shall be filed	5268
with the secretary of state. The certificate shall be on a form	5269
prescribed by the secretary of state and shall set forth only the	5270
information required by this section.	5271

(B)(1) The certificate of conversion shall set forth all of	5272
the following:	5273

(a) The name and the form of entity of the converting entity	5274
and the state under the laws of which the converting entity	5275
exists;	5276

(b) A statement that the converting entity has complied with	5277
all of the laws under which it exists and that those laws permit	5278
the conversion;	5279

(c) The name and mailing address of the person or entity that	5280
is to provide a copy of the declaration of conversion in response	5281
to any written request made by a shareholder, partner, or member	5282
of the converting entity;	5283

(d) The effective date of the conversion, which date may be	5284
on or after the date of the filing of the certificate pursuant to	5285
this section;	5286

(e) The signature of the representative or representatives	5287
authorized to sign the certificate on behalf of the converting	5288
entity and the office held or the capacity in which the	5289
representative is acting;	5290

(f) A statement that the declaration of conversion is	5291
authorized on behalf of the converting entity and that each person	5292
that signed the certificate on behalf of the converting entity is	5293
authorized to do so;	5294

(g) The name and the form of the converted entity and the	5295
state under the laws of which the converted entity will exist;	5296

(h) If the converted entity is a foreign entity that will not	5297
be licensed in this state, the name and address of the statutory	5298
agent upon whom any process, notice, or demand may be served.	5299

(2) In the case of a conversion into a new domestic	5300
corporation, limited liability company, limited partnership, or	5301
other partnership, any organizational document that would be filed	5302
upon the creation of the converted entity shall be filed with the	5303
certificate of conversion.	5304

(3) If the converted entity is a foreign entity that desires	5305
to transact business in this state, the certificate of conversion	5306
shall be accompanied by the information required by division	5307
(B)(7), (8), (9), or (10) of section 1775.46 of the Revised Code.	5308

(4) If a foreign or domestic corporation licensed to transact	5309
business in this state is the converting entity, the certificate	5310
of conversion shall be accompanied by the affidavits, receipts,	5311
certificates or other evidence required by division (H) of section	5312
1701.86 of the Revised Code with respect to a converting domestic	5313
corporation, or by the affidavits, receipts, certificates or other	5314
evidence required by division (C) or (D) of section 1703.17 of the	5315
Revised Code with respect to a foreign corporation.	5316

(C) If the converting entity or the converted entity is	5317
organized or formed under the laws of a state other than this	5318
state or under any chapter of the Revised Code other than this	5319
chapter, all documents required to be filed in connection with the	5320
conversion by the laws of that state or that chapter also shall be	5321
filed in the proper office.	5322

(D) Upon the filing of a certificate of conversion and other	5323
filings required by division (C) of this section, or at any later	5324
date that the certificate of conversion specifies, the conversion	5325
is effective, subject to the limitation that no conversion shall	5326
be effected if there are reasonable grounds to believe that the	5327
conversion would render the converted entity unable to pay its	5328
obligations as they become due in the usual course of its affairs.	5329

(E) The secretary of state shall furnish, upon request and	5330
payment of the fee specified in division (K)(2) of section 111.16	5331
of the Revised Code, the secretary of state's certificate setting	5332
forth all of the following:	5333

(1) The name and form of entity of the converting entity and	5334
the state under the laws of which it existed prior to the	5335
conversion;	5336

(2) The name and the form of entity of the converted entity	5337
and the state under the law of which it will exist;	5338

(3) The date of filing of the certificate of conversion with	5339
the secretary of state and the effective date of the conversion.	5340

(F) The certificate of the secretary of state, or a copy of	5341
the certificate of conversion certified by the secretary of state,	5342
may be filed for record in the office of the recorder of any	5343
county in this state and, if filed, shall be recorded in the	5344
records of deeds for that county. For the recording, the county	5345
recorder shall charge and collect the same fee as in the case of	5346
deeds.	5347

Sec. 1775.56. (A) Upon a conversion becoming effective, all	5348
of the following apply:	5349

(1) The converting entity is continued in the converted	5350
entity.	5351

(2) The converted entity exists, and the converting entity	5352
ceases to exist.	5353

(3) The converted entity possesses both of the following, and	5354
both of the following continue in the converted entity without any	5355
further act or deed:	5356

(a) Except to the extent limited by requirements of	5357
applicable law, both of the following:	5358

(i) All assets and property of every description of the	5359
converting entity and every interest in the assets and property of	5360
the converting entity, wherever the assets, property, and	5361
interests are located. Title to any real estate or any interest in	5362
real estate that was vested in the converting entity does not	5363
revert or in any way is impaired by reason of the conversion.	5364

(ii) The rights, privileges, immunities, powers, franchises,	5365
and authority, whether of a public or a private nature, of the	5366
converting entity.	5367

(b) All obligations belonging or due to the converting	5368
entity.	5369

(4) All the rights of creditors of the converting entity are	5370
preserved unimpaired, and all liens upon the property of the	5371
converting entity are preserved unimpaired. If a general partner	5372
of a converting partnership is not a general partner of the entity	5373
resulting from the conversion, then the former general partner has	5374
no liability for any obligation incurred after the conversion	5375
except to the extent that a former creditor of the converting	5376
partnership in which the former general partner was a general	5377
partner extends credit to the converted entity reasonably	5378
believing that the former general partner continues as a general	5379
partner of the converted entity.	5380

(B) If a general partner of a converting partnership is not a	5381
general partner of the entity resulting from the conversion, then	5382
unless that general partner agrees otherwise in writing, the	5383
general partner shall be indemnified by the converted entity	5384
against all present or future liabilities of the converting	5385
partnership of which the general partner was a general partner.	5386
Liabilities of the converting partnership, for purposes of	5387
division (B) of this section, include any amount payable pursuant	5388
to section 1775.50 of the Revised Code to a partner of the	5389
converting partnership.	5390

(C) In the case of a conversion into a foreign corporation,	5391
limited liability company, or partnership that is not licensed or	5392
registered to transact business in this state, if the converted	5393
entity intends to transact business in this state, and the	5394
certificate of conversion is accompanied by the information	5395
described in division (B)(4) of section 1775.47 of the Revised	5396
Code, then on the effective date of the conversion, the converted	5397
entity is considered to have complied with the requirements for	5398
procuring a license or for registration to transact business in	5399
this state as a foreign corporation, limited liability company,	5400
limited partnership, or limited liability partnership as the case	5401
may be. In such a case, a copy of the certificate of conversion	5402
certified by the secretary of state constitutes the license	5403
certificate prescribed for a foreign corporation or the	5404
application for registration prescribed for a foreign limited	5405
liability company, foreign limited partnership, or foreign limited	5406
liability partnership.	5407

(D) Any action to set aside any conversion on the ground that	5408
any section of the Revised Code applicable to the conversion has	5409
not been complied with shall be brought within ninety days after	5410
the effective date of the conversion or is forever barred.	5411

(E) In the case of a converting or converted entity organized	5412
or existing under the laws of any state other than this state,	5413
this section is subject to the laws of the state under which that	5414
entity exists or in which it has property.	5415

Sec. 1782.435.  (A) Unless otherwise provided in writing in	5416
the partnership agreement of a constituent domestic limited	5417
partnership, the following are entitled to relief as dissenting	5418
partners as provided in section 1782.436 of the Revised Code:	5419

(1) Partners of a domestic limited partnership that is being	5420
merged or consolidated into a surviving or new entity, domestic or	5421
foreign, pursuant to section 1782.431 or 1782.432 of the Revised	5422
Code;	5423

(2) In the case of a merger into a domestic limited	5424
partnership, partners of the surviving domestic limited	5425
partnership who under section 1782.431 of the Revised Code are	5426
entitled to vote or act on the adoption of an agreement or merger,	5427
but only as to the interests so entitling them to vote or act;	5428

(3) Partners of a domestic limited partnership that is being	5429
converted into a converted entity pursuant to section 1782.439 of	5430
the Revised Code.	5431

(B) Unless otherwise expressly agreed to in writing, a	5432
general partner of any constituent partnership shall be liable to	5433
the partners of the constituent partnership for any amount payable	5434
to them pursuant to section 1782.436 of the Revised Code as if the	5435
amount so payable were an existing liability of the constituent	5436
partnership at the time of the merger or consolidation.	5437

Sec. 1782.436.  (A) A partner of a domestic limited	5438
partnership is entitled to relief as a dissenting partner in	5439
respect of the proposals described in section 1782.435 of the	5440
Revised Code only in compliance with this section.	5441

(B) If the proposal of merger or, consolidation, or	5442
conversion is to be submitted to the partners at a meeting, the	5443
dissenting partner shall be a partner and a record holder of the	5444
partnership interests as to which hethe dissenting partner seeks	5445
relief as of the date fixed for the determination of partners	5446
entitled to notice of the meeting, and such interests shall not	5447
have been voted in favor of the proposal. Not later than ten days	5448
after the date on which the vote on the proposal was taken at the	5449
meeting of the partners, the dissenting partner shall deliver to	5450
the limited partnership a written demand for payment to himthe	5451
dissenting partner of the fair cash value of the interests as to	5452
which hethe dissenting partner seeks relief that states histhe	5453
dissenting partner's address, the number and class of those	5454
interests, and the amount claimed by himthe dissenting partner as	5455
the fair cash value of the interests.	5456

(C) If the proposal of merger or, consolidation, or	5457
conversion is to be submitted to the partners for their written	5458
approval or other action without meeting, the dissenting partner	5459
shall be a partner and a record holder of the interests of the	5460
partnership as to which hethe dissenting partner seeks relief as	5461
of the date suchthe writing was sent to the partners entitled to	5462
act or otherwise approve the proposal, and the dissenting partner	5463
shall not have indicated his approval of the proposal in histhe	5464
dissenting partner's capacity as a holder of such interests. Not	5465
later than fifteen days after the date on which request for	5466
approval of the proposal was mailed to the partners, the	5467
dissenting partner shall deliver to the partnership a written	5468
demand for payment to himthe dissenting partner of the fair cash	5469
value of the interests as to which hethe dissenting partner seeks	5470
relief, which demand shall state histhe dissenting partner's	5471
address, the number and class of such interests, and the amount	5472
claimed by himthe dissenting partner as the fair cash value of	5473
those interests.	5474

(D) In the case of a merger or consolidation, a demand served	5475
on the constituent domestic limited partnership involved	5476
constitutes service on the surviving entity or the new entity,	5477
whether the demand is served before, on, or after the effective	5478
date of the merger or consolidation. In the case of a conversion,	5479
a demand served on the converting domestic limited partnership	5480
constitutes service on the converted entity, whether the demand is	5481
served before, on, or after the effective date of the conversion.	5482

(E) If the interests as to which a dissenting partner seeks	5483
relief are represented by certificates and if the domestic limited	5484
partnership sends to the dissenting partner, at the address	5485
specified in histhe dissenting partner's demand, a request for	5486
certificates representing the interests as to which hethe	5487
dissenting partner seeks relief, the dissenting partner, within	5488
fifteen days from the date on which the request was sent, shall	5489
deliver to the limited partnership the certificates requested so	5490
that the limited partnership may endorse on them a legend to the	5491
effect that a demand for the fair cash value of such interests has	5492
been made. The limited partnership promptly shall return the	5493
endorsed certificates to the dissenting partner. The failure of a	5494
dissenting partner to deliver such certificates terminates his	5495
rights as a dissenting partner, at the option of the limited	5496
partnership, exercised by written notice sent to the dissenting	5497
partner within twenty days after the lapse of the fifteen-day	5498
period, unless a court for good cause shown otherwise directs. If	5499
interests represented by a certificate on which such a legend has	5500
been endorsed are transferred, each new certificate issued for	5501
them shall bear a similar legend, together with the name of the	5502
original dissenting holder of such interests. Upon receiving a	5503
demand for payment from a dissenting partner who is a record	5504
holder of uncertificated interests, the limited partnership shall	5505
make an appropriate notation of the demand for payment in its	5506
records. If uncertificated interests for which payment has been	5507
demanded are to be transferred, any writing sent to evidence the	5508
transfer shall bear the legend required for certificated	5509
securities as provided in this division. A transferee of the	5510
interests receiving a certificate so endorsed, or of	5511
uncertificated securities where such a notation has been made,	5512
acquires only such rights in the limited partnership as the	5513
original partner holding such interests had immediately after the	5514
service of a demand for payment of the fair cash value of the	5515
interests. A request under this division by the limited	5516
partnership is not an admission by it that the holder of the	5517
interest is entitled to relief under this section.	5518

(F) Unless the partnership agreement of the constituent	5519
domestic limited partnership in which the dissenting partner was a	5520
partner provides a reasonable basis for determining and paying the	5521
fair cash value of the interests as to which the dissenting	5522
partner seeks relief or unless the limited partnership and the	5523
dissenting partner have come to an agreement on the fair cash	5524
value of the interests as to which the dissenting partner seeks	5525
relief, the dissenting partner or the limited partnership, which	5526
in the case of a merger or consolidation may be the surviving or	5527
new entity, or in the case of a conversion is the converted	5528
entity, within three months after the service of the demand by the	5529
dissenting partner, may file a complaint under section 1782.437 of	5530
the Revised Code. The complaint shall be filed in the court of	5531
common pleas of the county in which the principal office of the	5532
limited partnership that issued the interests is located or was	5533
located when the proposal was adopted by the partners of the	5534
limited partnership. Other dissenting partners, within that	5535
three-month period, may join as plaintiffs or may be joined as	5536
defendants in any such proceeding, and any two or more such	5537
proceedings may be consolidated.	5538

(G) The right and obligation of a dissenting partner to	5539
receive such fair cash value and to sell such interests as to	5540
which hethe dissenting partner seeks relief and the right and	5541
obligation of the domestic limited partnership to purchase such	5542
interests and to pay the fair cash value of them terminate if any	5543
of the following applies:	5544

(1) The dissenting partner has not complied with this	5545
section, unless the limited partnership waives such failure.	5546

(2) The limited partnership abandons the merger or,	5547
consolidation, or conversion or is finally enjoined or prevented	5548
from carrying it out, or the partners rescind their adoption or	5549
approval of the merger or, consolidation, or conversion.	5550

(3) The dissenting partner withdraws histhe dissenting	5551
partner's demand, with the consent of the limited partnership.	5552

(4) All of the following apply:

5553

(a) The partnership agreement of the constituent domestic	5554
limited partnership in which the dissenting partner was a partner	5555
does not provide a reasonable basis for determining and paying the	5556
dissenting partner the fair cash value of histhe dissenting	5557
partner's interest.	5558

(b) The limited partnership and the dissenting partner have	5559
not agreed upon the fair cash value of the interest.	5560

(c) Neither the dissenting partner nor the limited	5561
partnership has filed or joined in a complaint under division (F)	5562
of this section within the period provided in that division.	5563

(H) Unless otherwise provided in the partnership agreement of	5564
the constituent domestic limited partnership in which the	5565
dissenting partner was a partner, from the time the dissenting	5566
partner gives the demand until either the termination of the	5567
rights and obligations arising from it or the purchase of the	5568
interests by the limited partnership, all other rights accruing	5569
from such interests, including voting or distribution rights, are	5570
suspended. If, during the suspension, any distribution is paid in	5571
money upon interests of sucha class or any dividend,	5572
distribution, or interest is paid in money upon any securities	5573
issued in extinguishment of, or in substitution for, such	5574
interest, an amount equal to the dividend, distribution, or	5575
interest that, except for the suspension, would have been payable	5576
upon such interests or securities shall be paid to the holder of	5577
record as a credit upon the fair cash value of the interests. If	5578
the right to receive fair cash value is terminated other than by	5579
the purchase of the interests by the limited partnership, all	5580
rights of the dissenting partner shall be restored and all	5581
distributions that, except for the suspension, would have been	5582
made shall be made to the holder of record of the interests at the	5583
time of termination.	5584

Sec. 1782.437.  (A) When authorized by division (F) of	5585
section 1782.436 of the Revised Code, a dissenting partner or	5586
limited partnership may file a complaint under this section	5587
demanding the relief described in this section. A complaint filed	5588
under this section shall contain a brief statement of the facts,	5589
including the vote or action by the partners and the facts	5590
entitling the dissenting partner to the relief demanded. No answer	5591
to such a complaint is required. Upon the filing of such a	5592
complaint, the court, on motion of the petitioner, shall enter an	5593
order fixing a date for a hearing on the complaint and requiring	5594
that a copy of the complaint and a notice of the filing and of the	5595
date for the hearing be given to the respondent or defendant in	5596
the manner in which summons is required to be served or	5597
substituted service is required to be made in other cases. On the	5598
date fixed for the hearing on the complaint or any adjournment of	5599
it, the court shall determine from the complaint and from such	5600
evidence as is submitted by either party whether the dissenting	5601
partner is entitled to be paid the fair cash value of any	5602
interests and, if so, the number and class of such interests. If	5603
the court finds that the dissenting partner is so entitled, it may	5604
appoint one or more persons as appraisers to receive evidence and	5605
to recommend a decision on the amount of the fair cash value. The	5606
appraisers have such power and authority as is specified in the	5607
order of their appointment. The court thereupon shall make a	5608
finding as to the fair cash value of the interests and shall	5609
render judgment against the limited partnership for the payment of	5610
it, with interest at sucha rate and from sucha date as the court	5611
considers equitable. The costs of the proceeding, including	5612
reasonable compensation to the appraisers to be fixed by the	5613
court, shall be assessed or apportioned as the court considers	5614
equitable. The proceeding is a special proceeding and final orders	5615
in it may be vacated, modified, or reversed on appeal pursuant to	5616
the Rules of Appellate Procedure and, to the extent not in	5617
conflict with those rules, Chapter 2505. of the Revised Code. If,	5618
during the pendency of any proceeding under this section, a suit	5619
or proceeding is or has been instituted to enjoin or otherwise to	5620
prevent the carrying out of the action as to which the partner has	5621
dissented, the proceeding instituted under this section shall be	5622
stayed until the final determination of the other suit or	5623
proceeding. Unless any provision of division (G) of section	5624
1782.436 of the Revised Code is applicable, the fair cash value of	5625
the interests that is agreed upon by the parties or fixed under	5626
this section shall be paid within thirty days after the date of	5627
final determination of such value under this division or the	5628
consummation of the merger or, consolidation, or conversion,	5629
whichever occurs last. Upon the occurrence of the last such event,	5630
payment shall be made immediately to a holder of uncertificated	5631
securities entitled to such payment. In the case of holders of	5632
interests represented by certificates, payment shall be made only	5633
upon and simultaneously with the surrender to the domestic limited	5634
partnership of the certificates representing the interests for	5635
which the payment is made.	5636

(B) If the proposal was submitted to the partners of the	5637
limited partnership for a vote at a meeting, fair cash value as to	5638
those partners shall be determined as of the day before the day on	5639
which the vote by the partners was taken. If the proposal was	5640
submitted to the partners for written approval or other action,	5641
fair cash value as to those partners shall be determined as of the	5642
day before the day on which the request for the approval or action	5643
was sent. The fair cash value of an interest for purposes of this	5644
section is the amount that a willing seller who is under no	5645
compulsion to sell would be willing to accept and that a willing	5646
buyer who is under no compulsion to purchase would be willing to	5647
pay, but the fair cash value paid to any partner shall not exceed	5648
the amount specified in the demand of that partner. In computing	5649
such fair cash value, any appreciation or depreciation in market	5650
value resulting from the merger or, consolidation, or conversion	5651
shall be excluded.	5652

Sec. 1782.438. (A) Subject to division (B)(2) of this	5653
section, pursuant to a written declaration of conversion as	5654
provided in this section, a domestic or foreign entity other than	5655
a domestic limited partnership may be converted into a domestic	5656
limited partnership. The conversion also must be permitted by the	5657
chapter of the Revised Code or by the laws under which the	5658
converting entity exists.	5659

(B)(1) The written declaration of conversion shall set forth	5660
all of the following:	5661

(a) The name and form of entity that is being converted, the	5662
name of the entity into which the entity will be converted, and	5663
the jurisdiction of formation of the converting entity;	5664

(b) The certificate of limited partnership of the converted	5665
limited partnership;	5666

(c) The partnership agreement of the converted domestic	5667
limited partnership or a provision that the written agreement of	5668
the converting entity, a copy of which shall be attached to the	5669
declaration of conversion, with any amendments that are set forth	5670
in the declaration of conversion, is the agreement of the	5671
converted domestic limited partnership;	5672

(d) The general partners of the converted domestic limited	5673
partnership;	5674

(e) All statements and matters required to be set forth in an	5675
instrument of conversion by the laws under which the converting	5676
entity exists;	5677

(f) The terms of the conversion; the mode of carrying them	5678
into effect; and the manner and basis of converting the interests	5679
or shares of the converting entity into, or substituting the	5680
interests or shares in the converting entity for, interests,	5681
evidences of indebtedness, other securities, cash, rights, or any	5682
other property or any combination of interests, evidences of	5683
indebtedness, other securities, cash, rights, or any other	5684
property of the converted limited partnership.	5685

(2) No conversion or substitution described in this section	5686
shall be effected if there are reasonable grounds to believe that	5687
the conversion or substitution would render the converted limited	5688
partnership unable to pay its obligations as they become due in	5689
the usual course of its affairs.	5690

(C) The written declaration of conversion may set forth any	5691
of the following:	5692

(1) The effective date of the conversion, which date may be	5693
on or after the date of the filing of the certificate of	5694
conversion pursuant to section 1782.4310 of the Revised Code;	5695

(2) A provision authorizing the converting entity to abandon	5696
the proposed conversion by action of authorized representatives of	5697
the converting entity taken prior to the filing of the certificate	5698
of conversion pursuant to section 1782.4310 of the Revised Code;	5699

(3) A statement of, or a statement of the method to be used	5700
to determine, the fair value of the assets owned by the converting	5701
entity at the time of the conversion;	5702

(4) The parties to the declaration of conversion in addition	5703
to the converting entity;	5704

(5) Any additional provision necessary or desirable with	5705
respect to the proposed conversion or the converted entity.	5706

(D) At any time before the filing of the certificate of	5707
conversion pursuant to section 1782.4310 of the Revised Code, the	5708
conversion may be abandoned by any representatives authorized to	5709
do so by the declaration of conversion, or by the same vote as was	5710
required to adopt the declaration of conversion.	5711

(E) Each person that will be a general partner of the	5712
domestic limited partnership that is the converted entity	5713
specifically shall agree in writing to be a general partner in the	5714
domestic limited partnership that is the converted entity.	5715

Sec. 1782.439. (A) Subject to division (B)(2) of this	5716
section, pursuant to a written declaration of conversion as	5717
provided in this section, a domestic limited partnership may be	5718
converted into a domestic or foreign entity other than a domestic	5719
limited partnership. The conversion also must be permitted by the	5720
chapter of the Revised Code or by the laws under which the	5721
converted entity will exist.	5722

(B)(1) The written declaration of conversion shall set forth	5723
all of the following:	5724

(a) The name and form of entity that is being converted, the	5725
name of the entity into which the entity will be converted, the	5726
form of the converted entity, and the jurisdiction of formation of	5727
the converted entity;	5728

(b) If the converted entity is a domestic entity, the	5729
complete terms of all documents required under the applicable	5730
chapter of the Revised Code to form the converted entity;	5731

(c) If the converted entity is a foreign entity, all of the	5732
following:	5733

(i) The complete terms of all documents required under the	5734
law of its formation to form the converted entity;	5735

(ii) The consent of the converted entity to be sued and	5736
served with process in this state, and the irrevocable appointment	5737
of the secretary of state as the agent of the converted entity to	5738
accept service of process in this state to enforce against the	5739
converted entity any obligation of the converting limited	5740
partnership or to enforce the rights of a dissenting limited	5741
partner of the converting limited partnership;	5742

(iii) If the converted entity desires to transact business in	5743
this state, the information required to qualify or be licensed	5744
under the applicable chapter of the Revised Code;	5745

(d) All other statements and matters required to be set forth	5746
in the declaration of conversion by the applicable chapter of the	5747
Revised Code if the converted entity is a domestic entity, or by	5748
the laws under which the converted entity will be formed, if the	5749
converted entity is a foreign entity.	5750

(e) The terms of the conversion; the mode of carrying them	5751
into effect; and the manner and basis of converting the interests	5752
or shares of the converting limited partnership into, or	5753
substituting the interests in the converting partnership for,	5754
interests, evidences of indebtedness, other securities, cash,	5755
rights, or any other property or any combination of interests,	5756
evidences of indebtedness, other securities, cash, rights, or any	5757
other property of the converted entity.	5758

(2) No conversion or substitution described in this section	5759
shall be effected if there are reasonable grounds to believe that	5760
the conversion or substitution would render the converted entity	5761
unable to pay its obligations as they become due in the usual	5762
course of its affairs.	5763

(C) The written declaration of conversion may set forth any	5764
of the following:	5765

(1) The effective date of the conversion, which date may be	5766
on or after the date of the filing of the certificate of	5767
conversion pursuant to section 1782.4310 of the Revised Code;	5768

(2) A provision authorizing the converting limited	5769
partnership to abandon the proposed conversion by action of the	5770
general partners of the converting limited partnership taken prior	5771
to the filing of the certificate of conversion pursuant to section	5772
1782.4310 of the Revised Code;	5773

(3) A statement of, or a statement of the method to be used	5774
to determine, the fair value of the assets owned by the converting	5775
limited partnership at the time of the conversion;	5776

(4) The parties to the declaration of conversion in addition	5777
to the converting entity;	5778

(5) Any additional provision necessary or desirable with	5779
respect to the proposed conversion or the converted entity.	5780

(D) The general partners of the converting domestic limited	5781
partnership and, unless otherwise provided in writing in the	5782
agreement of limited partnership, the limited partners of the	5783
converting domestic limited partnership must adopt the declaration	5784
of conversion in order to effect the conversion. Notwithstanding	5785
that the limited partners of a converting domestic limited	5786
partnership are not required to vote on a conversion, the	5787
declaration of conversion also must be adopted by the limited	5788
partners if the declaration of conversion makes any change to the	5789
partnership agreement then in effect or to the documents governing	5790
the organization of the converted entity, or authorizes any action	5791
that, if it were made or authorized apart from the conversion,	5792
would require such approval or adoption.	5793

(E)(1) All partners, whether or not they are entitled to vote	5794
or act, shall be given written notice of any meeting of limited	5795
partners of a converting domestic limited partnership or of any	5796
proposed action by limited partners of a converting domestic	5797
limited partnership, which meeting or action is to adopt a	5798
declaration of conversion. The notice shall be given to the	5799
partners either as provided in writing in the limited partnership	5800
agreement or by mail at the partners' addresses as they appear on	5801
the records of the limited partnership, or in person. Unless the	5802
limited partnership agreement provides a shorter or longer period,	5803
notice shall be given not less than seven and not more than sixty	5804
days before the meeting or the effective date of the action.	5805

(2) The notice described in division (E)(1) of this section	5806
shall be accompanied by a copy or a summary of the material	5807
provisions of the declaration of conversion.	5808

(F) The unanimous vote or action of the general partners, or	5809
a different number or proportion as provided in writing in the	5810
partnership agreement, is required to adopt a declaration of	5811
conversion.	5812

If the declaration of conversion would have an effect or	5813
authorize any action that under any applicable provision of law or	5814
the partnership agreement could be effected or authorized only by	5815
or pursuant to a specified vote or action of the partners, or of	5816
any class or group of partners, the declaration of conversion also	5817
must be adopted or approved by the same vote or action as would be	5818
required to effect that change or authorize that action.	5819

(G) Each person that will continue to be or that will become	5820
a general partner of a partnership that is a converted entity in a	5821
conversion specifically shall agree to continue or to become, as	5822
the case may be, a general partner of the partnership that is the	5823
converted entity.	5824

(H)(1) At any time before the filing of the certificate of	5825
conversion pursuant to section 1782.4310 of the Revised Code, the	5826
conversion may be abandoned by all of the general partners of the	5827
converting limited partnership or by any representatives	5828
authorized to do so by the declaration of conversion, or by the	5829
same vote as was required to adopt the declaration of conversion.	5830

(2) The declaration of conversion may contain a provision	5831
authorizing less than all of the general partners to amend the	5832
declaration of conversion at any time before the filing of the	5833
certificate of conversion, except that, after the adoption of the	5834
declaration of conversion by the general partners, less than all	5835
the general partners are not authorized to amend the declaration	5836
of conversion to do any of the following:	5837

(a) Alter or change the amount or kind of interests, shares,	5838
evidences of indebtedness, other securities, cash rights, or any	5839
other property to be received by the partners of the converting	5840
limited partnership in conversion of, or substitution for, their	5841
interests;	5842

(b) Alter or change any term of the organizational documents	5843
of the converted entity except for alterations or changes that are	5844
adopted with the vote or action of the persons the vote or action	5845
of which would be required for the alteration or change after the	5846
conversion;	5847

(c) Alter or change any other terms and conditions of the	5848
declaration of conversion if any of the alterations or changes,	5849
alone or in the aggregate, materially and adversely would affect	5850
the partners or any class or group of partners of the converting	5851
partnership.	5852

Sec. 1782.4310. (A) Upon the adoption of a declaration of	5853
conversion pursuant to section 1782.438 or 1782.439 of the Revised	5854
Code, or at a later time as authorized by the declaration of	5855
conversion, a certificate of conversion that is signed by an	5856
authorized representative of the converting entity shall be filed	5857
with the secretary of state. The certificate shall be on a form	5858
prescribed by the secretary of state and shall set forth only the	5859
information required by this section.	5860

(B)(1) The certificate of conversion shall set forth all of	5861
the following:	5862

(a) The name and the form of entity of the converting entity	5863
and the state under the laws of which the converting entity	5864
exists;	5865

(b) A statement that the converting entity has complied with	5866
all of the laws under which it exists and that those laws permit	5867
the conversion;	5868

(c) The name and mailing address of the person or entity that	5869
is to provide a copy of the declaration of conversion in response	5870
to any written request made by a shareholder, partner, or member	5871
of the converting entity;	5872

(d) The effective date of the conversion, which date may be	5873
on or after the date of the filing of the certificate pursuant to	5874
this section;	5875

(e) The signature of the representative or representatives	5876
authorized to sign the certificate on behalf of the converting	5877
entity and the office held or the capacity in which the	5878
representative is acting;	5879

(f) A statement that the declaration of conversion is	5880
authorized on behalf of the converting entity and that each person	5881
that signed the certificate on behalf of the converting entity is	5882
authorized to do so;	5883

(g) The name and the form of the converted entity and the	5884
state under the laws of which the converted entity will exist;	5885

(h) If the converted entity is a foreign entity that will not	5886
be licensed in this state, the name and address of the statutory	5887
agent upon whom any process, notice, or demand may be served.	5888

(2) In the case of a conversion into a new domestic	5889
corporation, limited liability company, or partnership, any	5890
organizational document that would be filed upon the creation of	5891
the converted entity shall be filed with the certificate of	5892
conversion.	5893

(3) If the converted entity is a foreign entity that desires	5894
to transact business in this state, the certificate of conversion	5895
shall be accompanied by the information required by division	5896
(B)(7), (8), or (9) of section 1782.432 of the Revised Code.	5897

(4) If a foreign or domestic corporation licensed to transact	5898
business in this state is the converting entity, the certificate	5899
of conversion shall be accompanied by the affidavits, receipts,	5900
certificates, or other evidence required by division (H) of	5901
section 1701.86 of the Revised Code with respect to a converting	5902
domestic corporation, or by the affidavits, receipts,	5903
certificates, or other evidence required by division (C) or (D) of	5904
section 1703.17 of the Revised Code with respect to a foreign	5905
corporation.	5906

(C) If the converting entity or the converted entity is	5907
organized or formed under the laws of a state other than this	5908
state or under any chapter of the Revised Code other than this	5909
chapter, all documents required to be filed in connection with the	5910
conversion by the laws of that state or that chapter shall be	5911
filed in the proper office.	5912

(D) Upon the filing of a certificate of conversion and other	5913
filings required by division (C) of this section, or at any later	5914
date that the certificate of conversion specifies, the conversion	5915
is effective, subject to the limitation that no conversion shall	5916
be effected if there are reasonable grounds to believe that the	5917
conversion would render the converted entity unable to pay its	5918
obligations as they become due in the usual course of its affairs.	5919

(E) The secretary of state shall furnish, upon request and	5920
payment of the fee specified in division (K)(2) of section 111.16	5921
of the Revised Code, the secretary of state's certificate setting	5922
forth all of the following:	5923

(1) The name and form of entity of the converting entity and	5924
the state under the laws of which it existed prior to the	5925
conversion;	5926

(2) The name and the form of entity of the converted entity	5927
and the state under the law of which it will exist;	5928

(3) The date of filing of the certificate of conversion with	5929
the secretary of state and the effective date of the conversion.	5930

(F) The certificate of the secretary of state, or a copy of	5931
the certificate of conversion certified by the secretary of state,	5932
may be filed for record in the office of the recorder of any	5933
county in this state and, if filed, shall be recorded in the	5934
records of deeds for that county. For the recording, the county	5935
recorder shall charge and collect the same fee as in the case of	5936
deeds.	5937

Sec. 1782.4311. (A) Upon a conversion becoming effective, all	5938
of the following apply:	5939

(1) The converting entity is continued in the converted	5940
entity.	5941

(2) The converted entity exists, and the converting entity	5942
ceases to exist.	5943

(3) The converted entity possesses both of the following, and	5944
both of the following continue in the converted entity without any	5945
further act or deed:	5946

(a) Except to the extent limited by requirements of	5947
applicable law, both of the following:	5948

(i) All assets and property of every description of the	5949
converting entity and every interest in the assets and property of	5950
the converting entity, wherever the assets, property, and	5951
interests are located. Title to any real estate or any interest in	5952
real estate that was vested in the converting entity does not	5953
revert or in any way is impaired by reason of the conversion.	5954

(ii) The rights, privileges, immunities, powers, franchises,	5955
and authority, whether of a public or a private nature, of the	5956
converting entity.	5957

(b) All obligations belonging or due to the converting	5958
entity.	5959

(4) All the rights of creditors of the converting entity are	5960
preserved unimpaired, and all liens upon the property of the	5961
converting entity are preserved unimpaired. If a general partner	5962
of a converting partnership is not a general partner of the entity	5963
resulting from the conversion, then the former general partner has	5964
no liability for any obligation incurred after the conversion	5965
except to the extent that a former creditor of the converting	5966
partnership in which the former general partner was a general	5967
partner extends credit to the converted entity reasonably	5968
believing that the former general partner continues as a general	5969
partner of the converted entity.	5970

(B) If a general partner of a converting limited partnership	5971
is not a general partner of the entity resulting from the	5972
conversion, then, unless that general partner agrees otherwise in	5973
writing, the general partner shall be indemnified by the converted	5974
entity against all present or future liabilities of the converting	5975
limited partnership of which the general partner was a general	5976
partner. Liabilities of the converting limited partnership, for	5977
purposes of division (B) of this section, include any amount	5978
payable pursuant to section 1782.435 of the Revised Code to a	5979
partner of the converting partnership.	5980

(C) In the case of a conversion into a foreign corporation,	5981
limited liability company, or partnership that is not licensed or	5982
registered to transact business in this state, if the converted	5983
entity intends to transact business in this state, and the	5984
certificate of conversion is accompanied by the information	5985
described in division (B)(4) of section 1782.433 of the Revised	5986
Code, then on the effective date of the conversion, the converted	5987
entity is considered to have complied with the requirements for	5988
procuring a license or for registration to transact business in	5989
this state as a foreign corporation, limited liability company,	5990
limited partnership, or limited liability partnership as the case	5991
may be. In such a case, a copy of the certificate of conversion	5992
certified by the secretary of state constitutes the license	5993
certificate prescribed for a foreign corporation or the	5994
application for registration prescribed for a foreign limited	5995
liability company, foreign limited partnership, or foreign limited	5996
liability partnership.	5997

(D) Any action to set aside any conversion on the ground that	5998
any section of the Revised Code applicable to the conversion has	5999
not been complied with shall be brought within ninety days after	6000
the effective date of the conversion or is forever barred.	6001

(E) In the case of a converting or converted entity organized	6002
or existing under the laws of any state other than this state,	6003
this section is subject to the laws of the state under which that	6004
entity exists or in which it has property.	6005

Sec. 1782.65. (A) Absent an express agreement to the	6006
contrary, a person providing goods to or performing services for a	6007
domestic or foreign limited partnership owes no duty to, incurs no	6008
liability or obligation to, and is not in privity with the general	6009
partners, limited partners, or creditors of the limited	6010
partnership by reason of providing goods to or performing services	6011
for the limited partnership.	6012

(B) Absent an express agreement to the contrary, a person	6013
providing goods to or performing services for a general or limited	6014
partner or a group of general or limited partners of a limited	6015
domestic or foreign limited partnership owes no duty to, incurs no	6016
liability or obligation to, and is not in privity with the limited	6017
partnership, any other general or limited partners of the limited	6018
partnership, or the creditors of the limited partnership by reason	6019
of providing goods to or performing services for the general or	6020
limited partner or group of general or limited partners.	6021

Section 2. That existing sections 111.16, 1701.01, 1701.10,	6022
1701.11, 1701.17, 1701.18, 1701.19, 1701.40, 1701.41, 1701.44,	6023
1701.51, 1701.54, 1701.57, 1701.58, 1701.62, 1701.63, 1701.73,	6024
1701.75, 1701.76, 1701.81, 1701.831, 1701.84, 1701.85, 1701.92,	6025
1704.02, 1704.03, 1705.09, 1705.19, 1705.40, 1705.41, 1705.42,	6026
1707.01, 1707.041, 1707.20, 1707.44, 1775.01, 1775.05, 1775.14,	6027
1775.45, 1775.46, 1775.47, 1775.48, 1775.49, 1775.50, 1775.51,	6028
1775.52, 1782.435, 1782.436, and 1782.437 of the Revised Code are	6029
hereby repealed.	6030

Section 3. Section 111.16 of the Revised Code, as amended by	6031
this act, shall take effect on the one hundred eightieth day after	6032
the effective date of this act.	6033