Ohio Code 1706.723 – Conversion effect
(A) When a conversion takes effect, all of the following apply:
Terms Used In Ohio Code 1706.723
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Foreign limited liability company: means an entity that is all of the following:
(1) An unincorporated association;
(2) Organized under the laws of a state other than this state or under the laws of a foreign country;
(3) Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity;
(4) Not required to be registered, qualified, or organized under any statute of this state other than this chapter. 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.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Property: means real and personal property. See Ohio Code 1.59
- Service of process: The service of writs or summonses to the appropriate party.
- 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
(1) All property owned by the converting entity, or series thereof, remains vested in the converted entity.
(2) All debts, obligations, or other liabilities of the converting entity, or series thereof, continue as debts, obligations, or other liabilities of the converted entity.
(3) An action or proceeding pending by or against the converting entity, or series thereof, continues as if the conversion had not occurred.
(4) Except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting entity, or series thereof, remain vested in the converted entity.
(5) Except as otherwise provided in the plan of conversion, the terms and conditions of the declaration of conversion take effect.
(6) Except as otherwise agreed, for all purposes of the laws of this state, the converting entity, and any series thereof, shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting entity, or series thereof.
(7) For all purposes of the laws of this state, the rights, privileges, powers, and interests in property of the converting entity, and all series thereof, as well as the debts, liabilities, and duties of the converting entity, and all series thereof, shall not be deemed to have been assigned to the converted entity as a consequence of the conversion.
(8) If the converted entity is a limited liability company, for all purposes of the laws of this state, the limited liability company shall be deemed to be the same entity as the converting entity, and the conversion shall constitute a continuation of the existence of the converting entity in the form of a limited liability company.
(9) If the converted entity is a limited liability company, the existence of the limited liability company shall be deemed to have commenced on the date the converting entity commenced its existence in the jurisdiction in which the converting entity was first created, formed, organized, incorporated, or otherwise came into being.
(B) A converted entity that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company, or series thereof, is liable if, before the conversion, the converting limited liability company, or series thereof, was subject to suit in this state on the debt, obligation, or other liability. Service of process on a converted entity that is a foreign entity and not authorized to transact business in this state for purposes of enforcing a debt, obligation, or other liability under this division may be made in the same manner and has the same consequences as provided in section 1706.09 of the Revised Code, as if the converted entity were a foreign limited liability company.