Ohio § 1782.439

§ 1782.439.

(A) Subject to division (B)(2) of this section, pursuant to a written declaration of

conversion as provided in this section, a domestic limited partnership may be converted

into a domestic or foreign entity other than a domestic limited partnership.  The conversion also must be permitted by the chapter of the Revised Code or by the

laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name of the entity into

which the entity will be converted, the form of the converted entity, and the jurisdiction

of formation of the converted entity; (b) If the converted entity is a domestic entity, the complete terms of all documents

required under the applicable chapter of the Revised Code to form the converted entity; (c) If the converted entity is a foreign entity, all of the following: (i) The complete terms of all documents required under the law of its formation to form

the converted entity; (ii) The consent of the converted entity to be sued and served with process in this state,

and the irrevocable appointment of the secretary of state as the agent of the converted

entity to accept service of process in this state to enforce against the converted

entity any obligation of the converting limited partnership or to enforce the rights

of a dissenting limited partner of the converting limited partnership; (iii) If the converted entity desires to transact business in this state, the information

required to qualify or be licensed under the applicable chapter of the Revised Code; (d) All other statements and matters required to be set forth in the declaration of conversion

by the applicable chapter of the Revised Code if the converted entity is a domestic

entity, or by the laws under which the converted entity will be formed, if the converted

entity is a foreign entity. (e) The terms of the conversion;  the mode of carrying them into effect;  and the manner

and basis of converting the interests or shares of the converting limited partnership

into, or substituting the interests in the converting partnership for, interests,

evidences of indebtedness, other securities, cash, rights, or any other property or

any combination of interests, evidences of indebtedness, other securities, cash, rights,

or any other property of the converted entity. (2) No conversion or substitution described in this section shall be effected if there

are reasonable grounds to believe that the conversion or substitution would render

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

course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, which date may be on or after the date of the

filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code ; (2) A provision authorizing the converting limited partnership to abandon the proposed

conversion by action of the general partners of the converting limited partnership

taken prior to the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code ; (3) A statement of, or a statement of the method to be used to determine, the fair value

of the assets owned by the converting limited partnership at the time of the conversion; (4) The parties to the declaration of conversion in addition to the converting entity; (5) Any additional provision necessary or desirable with respect to the proposed conversion

or the converted entity. (D) The general partners of the converting domestic limited partnership and, unless otherwise

provided in writing in the agreement of limited partnership, the limited partners

of the converting domestic limited partnership must adopt the declaration of conversion

in order to effect the conversion.  Notwithstanding that the limited partners of a converting domestic limited partnership

are not required to vote on a conversion, the declaration of conversion also must

be adopted by the limited partners if the declaration of conversion makes any change

to the partnership agreement then in effect or to the documents governing the organization

of the converted entity, or authorizes any action that, if it were made or authorized

apart from the conversion, would require such approval or adoption. (E)(1) All partners, whether or not they are entitled to vote or act, shall be given written

notice of any meeting of limited partners of a converting domestic limited partnership

or of any proposed action by limited partners of a converting domestic limited partnership,

which meeting or action is to adopt a declaration of conversion.  The notice shall be given to the partners either as provided in writing in the limited

partnership agreement or by mail at the partners' addresses as they appear on the

records of the limited partnership, or in person.  Unless the limited partnership agreement provides a shorter or longer period, notice

shall be given not less than seven and not more than sixty days before the meeting

or the effective date of the action. (2) The notice described in division (E)(1) of this section shall be accompanied by a

copy or a summary of the material provisions of the declaration of conversion. (F) The unanimous vote or action of the general partners, or a different number or proportion

as provided in writing in the partnership agreement, is required to adopt a declaration

of conversion. If the declaration of conversion would have an effect or authorize any action that

under any applicable provision of law or the partnership agreement could be effected

or authorized only by or pursuant to a specified vote or action of the partners, or

of any class or group of partners, the declaration of conversion also must be adopted

or approved by the same vote or action as would be required to effect that change

or authorize that action. (G) Each person that will continue to be or that will become a general partner of a partnership

that is a converted entity in a conversion specifically shall agree to continue or

to become, as the case may be, a general partner of the partnership that is the converted

entity. (H)(1) At any time before the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code , the conversion may be abandoned by all of the general partners of the converting

limited partnership or by any representatives authorized to do so by the declaration

of conversion, or by the same vote as was required to adopt the declaration of conversion. (2) The declaration of conversion may contain a provision authorizing less than all of

the general partners to amend the declaration of conversion at any time before the

filing of the certificate of conversion, except that, after the adoption of the declaration

of conversion by the general partners, less than all the general partners are not

authorized to amend the declaration of conversion to do any of the following: (a) Alter or change the amount or kind of interests, shares, evidences of indebtedness,

other securities, cash rights, or any other property to be received by the partners

of the converting limited partnership in conversion of, or substitution for, their

interests; (b) Alter or change any term of the organizational documents of the converted entity

except for alterations or changes that are adopted with the vote or action of the

persons the vote or action of which would be required for the alteration or change

after the conversion; (c) Alter or change any other terms and conditions of the declaration of conversion if

any of the alterations or changes, alone or in the aggregate, materially and adversely

would affect the partners or any class or group of partners of the converting partnership.