Ohio Code 1706.712 – Merger certificate and effective date
(A) After each constituent entity has approved the agreement of merger, a certificate of merger shall be signed on behalf of both of the following:
Terms Used In Ohio Code 1706.712
- Articles of organization: means the articles of organization described in section 1706. See Ohio Code 1706.01
- Constituent entity: means an entity that is party to a merger. See Ohio Code 1706.01
- Constituent limited liability company: means a constituent entity that is a limited liability company. See Ohio Code 1706.01
- Entity: means a general partnership, limited partnership, limited liability partnership, limited liability company, association, corporation, professional corporation, professional association, nonprofit corporation, business trust, real estate investment trust, common law trust, statutory trust, cooperative association, or any similar organization that has a governing statute, in each case, whether foreign or domestic. See Ohio Code 1706.01
- Governing statute: means the law that governs an entity's internal affairs. See Ohio Code 1706.01
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in written or paper form through an automated process. See Ohio Code 1706.01
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Ohio Code 1706.01
- Statute: A law passed by a legislature.
- Surviving entity: means an entity into which one or more other entities are merged, whether the entity pre-existed the merger or was created pursuant to the merger. See Ohio Code 1706.01
(1) Each constituent limited liability company, as provided in division (A) of section 1706.17 of the Revised Code;
(2) Each other constituent entity, as provided in its governing statute.
(B) A certificate of merger under this section shall include all of the following:
(1) The name and form of each constituent entity, the jurisdiction of its governing statute, and its registration number, if any, as it appears on the records of the secretary of state;
(2) The name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created pursuant to the merger, a statement to that effect;
(3) The date the merger is effective under the governing statute of the surviving entity;
(4) If the surviving entity is to be created pursuant to the merger:
(a) If it will be a limited liability company, the limited liability company’s articles of organization;
(b) If it will be an entity other than a limited liability company, any organizational document that creates the entity that is required to be in a public record.
(5) If the surviving entity exists before the merger, any amendments provided for in the agreement of merger for the organizational document that created the entity that are in a public record;
(6) A statement as to each constituent entity that the merger was approved as required by the entity’s governing statute;
(7) If the surviving entity is a foreign entity not authorized to transact business in this state, the street address of its statutory agent;
(8) Any additional information required by the governing statute of any constituent entity.
(C) Each constituent limited liability company shall deliver the certificate of merger for filing in the office of the secretary of state.
(D) A merger becomes effective under sections 1706.71 to 1706.74 of the Revised Code as follows:
(1) If the surviving entity is a limited liability company, upon the later of the following:
(a) Compliance with division (C) of this section;
(b) As specified in the certificate of merger.
(2) If the surviving entity is not a limited liability company, as provided by the governing statute of the surviving entity.