Ohio § 1701.81

§ 1701.81.

(A) Upon adoption by each constituent entity of an agreement of merger or consolidation

pursuant to section 1701.78 , 1701.781 , 1701.79 , 1701.791 , 1701.80 , 1701.801 , or 1701.802 of the Revised Code , a certificate of merger or consolidation shall be filed with the secretary of state

that is signed by any authorized representative of each constituent corporation, partnership,

or other entity.  The certificate shall be on a form prescribed by the secretary of state and shall

set forth only the information required by this section. (B)(1) The certificate of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the

laws of which each constituent entity exists; (b) A statement that each constituent entity has complied with all of the laws under

which it exists and that the laws permit the merger or consolidation; (c) The name and mailing address of the person or entity that is to provide, in response

to any written request made by a shareholder, partner, or other equity holder of a

constituent entity, a copy of the agreement of merger or consolidation; (d) The effective date of the merger or consolidation, which date may be on or after

the date of the filing of the certificate; (e) The signature of each representative authorized to sign the certificate on behalf

of each constituent entity and the office held or the capacity in which the representative

is acting; (f) A statement that the agreement of merger or consolidation is authorized on behalf

of each constituent entity and that each person who signed the certificate on behalf

of each entity is authorized to do so; (g) In the case of a merger, a statement that one or more specified constituent entities

will be merged into a specified surviving entity or, in the case of a consolidation,

a statement that the constituent entities will be consolidated into a new entity; (h) In the case of a merger, if the surviving entity is a foreign entity not licensed

to transact business in this state, the name and address of the statutory agent upon

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

whom any process, notice, or demand against any constituent entity or the new entity

may be served. (2) In the case of a consolidation into a new domestic corporation, limited liability

company, or limited partnership, the articles of incorporation, the articles of organization,

or the certificate of limited partnership of the new domestic entity shall be filed

with the certificate of merger or consolidation. (3) In the case of a merger into a domestic corporation, limited liability company, or

limited partnership, any amendments to the articles of incorporation, articles of

organization, or certificate of limited partnership of the surviving domestic entity

shall be filed with the certificate of merger or consolidation. (4) If the surviving or new entity is a foreign entity that desires to transact business

in this state as a foreign corporation, limited liability company, or limited partnership,

the certificate of merger or consolidation shall be accompanied by the information

required by division (B)(8), (9), or (10) of section 1701.791 of the Revised Code. (5) If a foreign or domestic corporation licensed to transact business in this state

is a constituent entity and the surviving or new entity resulting from the merger

or consolidation is not a foreign or domestic corporation that is to be licensed to

transact business in this state, the certificate of merger or consolidation shall

be accompanied by the affidavits, receipts, certificates, or other evidence required

by division (H) of section 1701.86 of the Revised Code , with respect to each domestic constituent corporation, and by the affidavits, receipts,

certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code , with respect to each foreign constituent corporation licensed to transact business

in this state. (C) If any constituent entity in a merger or consolidation is organized or formed under

the laws of a state other than this state or under any chapter of the Revised Code

other than this chapter, there also shall be filed in the proper office all documents

that are required to be filed in connection with the merger or consolidation by the

laws of that state or by that chapter. (D) Upon the filing of a certificate of merger or consolidation and other filings as

described in division (C) of this section or at such later date as the certificate

of merger or consolidation specifies, the merger or consolidation is effective. (E) The secretary of state shall furnish, upon request and payment of the fee specified

in division (D) of section 111.16 of the Revised Code , the secretary of state's certificate setting forth the name and the form of entity

of each constituent entity and the states under the laws of which each constituent

entity existed prior to the merger or consolidation, the name and the form of entity

of the surviving or new entity and the state under the laws of which the surviving

entity exists or the new entity is to exist, the date of filing of the certificate

of merger or consolidation with the secretary of state, and the effective date of

the merger or consolidation.  The certificate of the secretary of state, or a copy of the certificate of merger

or consolidation certified by the secretary of state, may be filed for record in the

office of the recorder of any county in this state and, if filed, shall be recorded

in the official records of that county.  For that recording, the county recorder shall charge and collect the same fee as

in the case of deeds.