Ohio § 1701.821

§ 1701.821.

(A) Upon a conversion becoming effective, all of the following apply: (1) The converting entity is continued in the converted entity. (2) The converted entity exists, and the converting entity ceases to exist. (3) The converted entity possesses both of the following, and both of the following continue

in the converted entity without any further act or deed: (a) Except to the extent limited by the requirements of applicable law, both of the following: (i) All assets and property of every description of the converting entity and every interest

in the assets and property of the converted entity, wherever the assets, property,

and interests are located.  Title to any real estate or any interest in real estate that was vested in the converting

entity does not revert or in any way is impaired by reason of the conversion. (ii) The rights, privileges, immunities, powers, franchises, and authority, whether of

a public or a private nature, of the converting entity. (b) All obligations belonging or due to the converting entity. (4) All the rights of creditors of the converting entity are preserved unimpaired, and

all liens upon the property of the converting entity are preserved unimpaired.  If a general partner of a converting partnership is not a general partner of the

entity resulting from the conversion, then the former general partner has no liability

for any obligation incurred after the conversion except to the extent that a former

creditor of the converting partnership in which the former general partner was a general

partner extends credit to the converted entity reasonably believing that the former

general partner continues as a general partner of the converted entity. (B) In the case of a conversion into a foreign corporation, limited liability company,

or partnership that is not licensed or registered to transact business in this state,

if the converted entity intends to transact business in this state, and the certificate

of conversion is accompanied by the information described in division (B)(4) of section 1701.81 of the Revised Code , then on the effective date of the conversion, the converted entity is considered

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

to transact business in this state as a foreign corporation, limited liability company,

limited partnership, or limited liability partnership as the case may be.  In such a case, a copy of the certificate of conversion certified by the secretary

of state constitutes the license certificate prescribed for a foreign corporation

or the application for registration prescribed for a foreign limited liability company,

foreign limited partnership, or foreign limited liability partnership. (C) Any action to set aside a conversion on the ground that any section of the Revised

Code applicable to the conversion has not been complied with shall be brought within

ninety days after the effective date of the conversion or is forever barred. (D) In the case of a converting or converted entity organized or existing under the laws

of any state other than this state, this section is subject to the laws of the state

under which that entity exists or in which it has property.