Ohio Code 1706.73 – Merger or conversion consent if personal liability will attach
(A) If a member of a constituent or converting limited liability company will have personal liability with respect to a surviving or converted entity, approval or amendment of a plan of merger or a declaration of conversion are ineffective without the consent of the member, unless both of the following conditions are met:
Terms Used In Ohio Code 1706.73
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Converted entity: means the entity into which a converting entity converts 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
- Member: means a person that has been admitted as a member of a limited liability company under section 1706. See Ohio Code 1706.01
- Operating agreement: includes any amendments to the operating agreement. See Ohio Code 1706.01
(1) The limited liability company’s operating agreement provides for approval of a merger or conversion with the consent of fewer than all the members.
(2) The member has consented to the provision of the operating agreement described in division (A)(1) of this section.
(B) A member does not give the consent required by division (A) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.