Ohio § 1702.44

§ 1702.44.

(A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity

in a merger shall cease, except that whenever a conveyance, assignment, transfer,

deed, or other instrument or act is necessary to vest property or rights in the surviving

or new entity, the officers, general partners, or other authorized representatives

of the respective constituent entities shall execute, acknowledge, and deliver those

instruments and do those acts.  For these purposes, the existence of the constituent entities and the authority

of their respective officers, directors, general partners, or other authorized representatives

is continued notwithstanding the merger or consolidation. (2) In the case of a merger in which the surviving entity is a domestic corporation,

the articles of the domestic surviving corporation in effect immediately prior to

the time the merger becomes effective shall continue as its articles after the merger

except as otherwise provided in the agreement of merger.  In the case of a consolidation, the new entity exists when the consolidation becomes

effective, and, if it is a domestic corporation, the articles contained in or provided

for in the agreement of consolidation shall be its original articles. (3) The surviving or new entity possesses all assets and property of every description

and every interest in the assets and property, wherever located, the rights, privileges,

immunities, powers, franchises, and authority, of a public as well as of a private

nature, of each constituent entity, and all obligations belonging to or due to each

constituent entity, all of which are vested in the surviving or new entity without

further act or deed.  Any right or interest in respect to any past or future devise, bequest, conditional

gift, or trust, property, or fund restricted to particular uses, when vested in or

claimed by the surviving or new entity as a result of the merger or consolidation,

shall belong to it as a continuation without interruption of the existence and identity

of the constituent entity originally named as taker or beneficiary.  The surviving or new entity possesses title to any real estate or any interest in

the real estate vested in any of the constituent entities.  Title to any real estate or any interest in the real estate vested in any constituent

entity shall not revert or in any way be impaired by reason of the merger or consolidation. (4) The surviving or new entity is liable for all of the obligations of each constituent

entity.  Any claim existing or any action or proceeding pending by or against any constituent

entity may be prosecuted to judgment, with right of appeal, as if the merger or consolidation

had not taken place, or the surviving or new entity may be substituted in its place. (5) All of the rights of creditors of each constituent entity are preserved unimpaired,

and all liens upon the property of any constituent entity are preserved unimpaired

on only the property affected by those liens immediately prior to the effective date

of the merger or consolidation.  If a general partner of a constituent partnership is not a general partner of the

surviving entity or the new entity resulting from the merger or consolidation, the

former general partner has no liability for any obligation incurred after the merger

or consolidation except to the extent that a former creditor of the constituent partnership

in which the former general partner was a partner extends credit to the surviving

or new entity reasonably believing that the former general partner continued as a

general partner of the surviving or new entity. (B) If a general partner of a constituent partnership is not a general partner of the

surviving entity or the new entity resulting from the merger or consolidation, division (B) of section 1782.434 of the Revised Code applies. (C) In the case of a merger of a domestic constituent corporation into a foreign surviving

corporation, limited liability company, limited partnership, or unincorporated association

that is not licensed or registered to transact business in this state or in the case

of a consolidation of a domestic constituent corporation into a new foreign corporation,

limited liability company, limited partnership, or unincorporated association, if

the surviving or new entity intends to transact business in this state and the certificate

of merger or consolidation is accompanied by the information described in division (A)(4) of section 1702.43 of the Revised Code , the surviving or new entity shall be considered on the effective date of the merger

or consolidation to have complied with the requirements for procuring a license or

for registering to transact business in this state as a foreign corporation, limited

liability company, limited partnership, or unincorporated association, as the case

may be.  In that case, a copy of the certificate of merger or consolidation certified by

the secretary of state constitutes the license certificate prescribed by the laws

of this state for a foreign corporation transacting business in this state or the

application for registration prescribed for a foreign limited partnership, limited

liability company, or unincorporated association. (D) Any action to set aside any merger or consolidation on the ground that any section

of the Revised Code applicable to the merger or consolidation has not been complied

with shall be brought within ninety days after the effective date of that merger or

consolidation or be forever barred. (E) As used in this section, “corporation” or “entity” applies to both domestic and foreign

corporations or entities if the context so permits.  In the case of a foreign constituent entity or a foreign new entity, this section

is subject to the laws of the state under the laws of which the entity exists or in

which it has property.