Ohio § 1729.38

§ 1729.38.

(A)(1) Upon adoption of an agreement of merger or consolidation under section 1729.35 or 1729.36 of the Revised Code , a certificate, signed by any authorized officer or representative of each constituent

association or entity, shall be filed with the secretary of state on a form prescribed

by the secretary of state that sets forth the following: (a) The name and form of each constituent association or entity and the state law under

which each constituent entity exists; (b) A statement that each constituent association or entity has adopted the agreement

of merger or consolidation, the manner of adoption, and that the agreement was adopted

in compliance with the laws applicable to each constituent association or entity; (c) The effective date of the merger or consolidation, which date may be on or after

the date of filing of the certificate; (d) In the case of a merger, a statement that one or more specified constituent associations

or entities will be merged into a specified surviving association or entity or, in

the case of a consolidation, a statement that the constituent associations or entities

will be consolidated into a new association or entity; (e) The name and address of the statutory agent upon whom any process, notice, or demand

against any constituent association or entity, or the surviving or new association

or entity, may be served. (2) In the case of a merger into an association or domestic entity, any amendments to

the articles of incorporation or the articles of organization of the surviving association

or entity shall be filed with the certificate. (3) In the case of a consolidation to form a new domestic association or entity, the

articles of incorporation or the articles of organization of the new association or

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

in this state as a foreign entity, the certificate shall be accompanied by the information

required for qualification of a foreign entity in this state by Chapter 1703. of the

Revised Code, in the case of a foreign corporation or foreign cooperative, or by sections 1705.53 and 1705.54 or 1706.511 of the Revised Code , in the case of a foreign limited liability company. (B) 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 county recorder of any county

in this state.  For such recording, the county recorder shall charge and collect the same fee as

in the case of deeds.  The certified copy of the certificate of merger or consolidation shall be recorded

in the official records of the county recorder. (C) For purposes of this section, “ domestic entity ” means a corporation other than an association or a limited liability company organized

under the laws of this state.