(A) After a declaration of conversion is approved, both of the following apply:

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Terms Used In Ohio Code 1706.722

  • Articles of organization: means the articles of organization described in section 1706. See Ohio Code 1706.01
  • Converted entity: means the entity into which a converting entity converts pursuant to sections 1706. See Ohio Code 1706.01
  • Converting entity: means an entity that converts into a converted entity pursuant to sections 1706. See Ohio Code 1706.01
  • Converting limited liability company: means a converting 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.
  • 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.

(1) A converting limited liability company shall deliver to the secretary of state for filing a certificate of conversion. The certificate of conversion shall be signed as provided in division (A) of section 1706.17 of the Revised Code and shall include all of the following:

(a) A statement that the converting limited liability company has been converted into the converted entity;

(b) The name and form of the converted entity and the jurisdiction of its governing statute;

(c) The date the conversion is effective under the governing statute of the converted entity;

(d) A statement that the conversion was approved as required by this chapter;

(e) A statement that the conversion was approved as required by the governing statute of the converted entity;

(f) If the converted entity is a foreign entity not authorized to transact business in this state, the street address of its statutory agent for the purposes of division (B) of section 1706.723 of the Revised Code.

(2) If the converted entity is a limited liability company, the converting entity shall deliver to the secretary of state for filing articles of organization which shall include, in addition to the information required by division (A) of section 1706.16 of the Revised Code, all of the following:

(a) A statement that the converted entity was converted from the converting entity;

(b) The name and form of the converting entity and the jurisdiction of the converting entity’s governing statute;

(c) A statement that the conversion was approved as required by the governing statute of the converting entity.

(B) A conversion shall become effective as follows:

(1) If the converted entity is a limited liability company, when the articles of organization take effect;

(2) If the converted entity is not a limited liability company, as provided by the governing statute of the converted entity.