Ohio § 1776.74

§ 1776.74.

(A) Upon the adoption of a declaration of conversion pursuant to section 1776.72 or 1776.73 of the Revised Code , or at a later time as authorized by the declaration of conversion, a certificate

of conversion that is signed by an authorized representative of the converting entity

shall be filed by the authorized representative with the secretary of state.  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 conversion shall set forth all of the following: (a) The name and the form of entity of the converting entity and the state under the

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

it exists and that those laws permit the conversion; (c) The name and mailing address of the person or entity that is to provide a copy of

the declaration of conversion in response to any written request made by a shareholder,

partner, or member of the converting entity; (d) The effective date of the conversion, which date may be on or after the date of the

filing of the certificate pursuant to this section; (e) The signature of the representative or representatives authorized to sign the certificate

on behalf of the converting entity and the office held or the capacity in which the

representative is acting; (f) A statement that the declaration of conversion is authorized on behalf of the converting

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

entity is authorized to do so; (g) The name and the form of the converted entity and the state under the laws of which

the converted entity will exist; (h) If the converted entity is a foreign entity that will not be licensed in this state,

the name and address of the statutory agent upon whom any process, notice, or demand

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

limited partnership, or other partnership, any organizational document that would

be filed upon the creation of the converted entity shall be filed with the certificate

of conversion. (3) If the converted entity is a foreign entity that desires to transact business in

this state, the certificate of conversion shall be accompanied by the information

required by division (B)(7), (8), (9), or (10) of section 1776.69 of the Revised Code. (4) If a domestic corporation or a foreign corporation licensed to transact business

in this state is the converting entity, the certificate of conversion 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 a converting domestic corporation, or 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 a foreign corporation. (C) If the converting entity or the converted entity 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, all documents required to be filed in connection with the conversion

by the laws of that state or that chapter also shall be filed in the proper office. (D) Upon the filing of a certificate of conversion and other filings required by division

(C) of this section, or at any later date that the certificate of conversion specifies,

the conversion is effective, subject to the limitation that no conversion shall be

effected if there are reasonable grounds to believe that the conversion would render

the converted entity unable to pay its obligations as the obligations become due in

the usual course of the converted entity's affairs. (E) Upon request and payment of the fee specified in division (K)(2) of section 111.16 of the Revised Code , the secretary of state shall furnish a certificate setting forth all of the following: (1) The name and form of entity of the converting entity and the state under the laws

of which it existed prior to the conversion; (2) The name and the form of entity of the converted entity and the state under the law

of which it will exist; (3) The date of filing of the certificate of conversion with the secretary of state and

the effective date of the conversion. (F) The certificate of the secretary of state or a copy of the certificate of conversion

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 the recording, the county recorder shall charge and collect the same fee as

in the case of deeds.