Ohio § 1776.70

§ 1776.70.

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

pursuant to section 1776.68 or 1776.69 of the Revised Code , the resulting entity shall file a certificate of merger or consolidation with the

secretary of state, unless the only constituent entities that are domestic entities

are partnerships, and in the case of a consolidation, the resulting entity is a domestic

partnership, in which case the filing of a certificate of merger or consolidation

is optional.  Any certificate shall be on a form the secretary of state prescribes, signed by

an authorized representative of each constituent entity, and set forth only the information

this section requires. (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 shall be on or after

the date of the filing of the certificate; (e) The signature of the representative or representatives 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) The name and form of the surviving entity in the case of a merger or the name and

form of the new entity in the case of a consolidation; (i) 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 may be served; (j) 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 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. (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, limited partnership,

or limited liability partnership, the certificate of merger or consolidation shall

be accompanied by the information required by division (B)(7), (8), (9), or (10) of

section 1776.69 of the Revised Code. (5) If a domestic corporation or a foreign 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 domestic corporation or a foreign 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)(1) Upon the filing of a certificate of merger or consolidation and other filings as

described in division (C) of this section, or at any later date that the certificate

of merger or consolidation specifies, the merger or consolidation is effective, subject

to the limitation specified in division (B)(6) of section 1776.68 of the Revised Code . (2) If domestic partnerships are the only domestic entities that are constituent entities

or the resulting entity in a merger or consolidation, and the agreement of merger

or consolidation provides for a means of determining when the merger becomes effective,

other than based upon the filing of a certificate of merger, the merger becomes effective

at the time determined in accordance with the agreement of merger or consolidation. (E)(1) Upon request and payment of the fee division (K)(2) of section 111.16 of the Revised Code specifies, the secretary of state shall furnish a certificate setting forth the name

and 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. (2) 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 county 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.