Ohio Revised Code
Chapter 1745 | Uniform Unincorporated Nonprofit Association Act
Section 1745.48 | Effect of Merger or Consolidation.

Effective: May 22, 2012
Latest Legislation: House Bill 267 - 129th General Assembly
(A) When a merger or consolidation becomes effective, all of the following apply:
(1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the officers, managers, general partners, or other authorized representatives of the respective constituent entities shall execute, acknowledge, and deliver those instruments and do those acts. For these purposes, the existence of the constituent entities and the authority of their respective officers, managers, general partners, or other authorized representatives is continued notwithstanding the merger or consolidation.
(2) In the case of a merger in which the surviving entity is a domestic unincorporated nonprofit association, the governing principles of the domestic surviving unincorporated nonprofit association in effect immediately prior to the time the merger becomes effective shall continue as its governing principles after the merger except as otherwise provided in the agreement of merger. In the case of a consolidation, the new entity exists when the consolidation becomes effective and, if it is a domestic unincorporated nonprofit association, the governing principles contained in or provided for in the agreement of consolidation shall be its governing principles.
(3) The surviving or new entity possesses all assets and property of every description and every interest in the assets and property, wherever located, the rights, privileges, immunities, powers, franchises, and authority, of a public as well as of a private nature, of each constituent entity, and all obligations belonging to or due to each constituent entity, all of which are vested in the surviving or new entity without further act or deed. Any right or interest in respect to any past or future devise, bequest, conditional gift, or trust, property, or fund restricted to particular uses, when vested in or claimed by the surviving or new entity as a result of the merger or consolidation, shall belong to it as a continuation without interruption of the existence and identity of the constituent entity originally named as taker or beneficiary. The surviving or new entity possesses title to any real estate or any interest in the real estate vested in any of the constituent entities. Title to any real estate or any interest in the real estate vested in any constituent entity shall not revert or in any way be impaired by reason of the merger or consolidation.
(4) The surviving or new entity is liable for all of the obligations of each constituent entity. Any claim existing or any action or proceeding pending by or against any constituent entity may be prosecuted to judgment, with right of appeal, as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in its place.
(5) All of the rights of creditors of each constituent entity are preserved unimpaired, and all liens upon the property of any constituent entity are preserved unimpaired on only the property affected by those liens immediately prior to the effective date of the merger or consolidation. If a general partner of a constituent partnership is not a general partner of the surviving entity or the new entity resulting from the merger or consolidation, the former general partner has no liability for any obligation incurred after the merger or consolidation except to the extent that a former creditor of the constituent partnership in which the former general partner was a partner extends credit to the surviving or new entity reasonably believing that the former general partner continued as a general partner of the surviving or new entity.
(B) If a general partner of a constituent partnership is not a general partner of the surviving entity or the new entity resulting from the merger or consolidation, division (B) of section 1782.434 of the Revised Code applies.
(C) In the case of a merger of a domestic constituent unincorporated nonprofit association into a foreign surviving unincorporated nonprofit association, limited liability company, limited partnership, or unincorporated association that is not licensed or registered to transact business in this state or in the case of a consolidation of a domestic constituent unincorporated nonprofit association into a new foreign unincorporated nonprofit association, limited liability company, limited partnership, or unincorporated association, if the surviving or new entity intends to transact business in this state, the surviving or new entity shall comply with all of the requirements that are necessary for that entity to transact business in this state as a foreign unincorporated nonprofit association, limited liability company, limited partnership, or unincorporated association, whichever is applicable.
(D) Any action to set aside any merger or consolidation on the ground that any section of the Revised Code applicable to the merger or consolidation has not been complied with shall be brought within ninety days after the effective date of that merger or consolidation or be forever barred.
(E) As used in this section, "unincorporated nonprofit association" or "entity" applies to both domestic and foreign unincorporated nonprofit associations or entities if the context so permits. In the case of a foreign constituent entity or a foreign new entity, this section is subject to the laws of the state under the laws of which the entity exists or in which it has property.

Structure Ohio Revised Code

Ohio Revised Code

Title 17 | Corporations-Partnerships

Chapter 1745 | Uniform Unincorporated Nonprofit Association Act

Section 1745.05 | Definitions.

Section 1745.06 | Relation to Other Law.

Section 1745.07 | Governing Law; Territorial Application.

Section 1745.08 | Legal Entity; Perpetual Existence; Powers.

Section 1745.09 | Ownership and Transfer of Property.

Section 1745.10 | Liabilities.

Section 1745.11 | Assertion and Defense of Claims.

Section 1745.12 | Assets Subject to Judgment, Execution and Other Process.

Section 1745.13 | Appointment of Agent to Receive Service of Process.

Section 1745.14 | Service of Process.

Section 1745.15 | Action or Proceeding Not Abated by Change.

Section 1745.16 | Venue.

Section 1745.17 | Member Not an Agent.

Section 1745.18 | Approval by Members.

Section 1745.19 | Notice Requirements.

Section 1745.20 | Membership.

Section 1745.21 | Meetings of Voting Members; Calling and Place of Meeting.

Section 1745.22 | Notice of Meeting.

Section 1745.23 | Waiver of Notice.

Section 1745.24 | Quorum for Voting Members' Meeting.

Section 1745.25 | Voting.

Section 1745.26 | Special Voting Requirements for Members or Managers.

Section 1745.27 | Vote of Members Required for Rescission or Revocation.

Section 1745.28 | Action Without a Meeting.

Section 1745.29 | Admission, Suspension, Dismissal, or Expulsion of Members.

Section 1745.30 | Member's Resignation.

Section 1745.31 | Membership Interest Not Transferable.

Section 1745.32 | Selection of Managers; Management Rights of Managers.

Section 1745.33 | Authority and Duties of Manager; Standard of Care.

Section 1745.34 | Meetings of Managers; Notice.

Section 1745.35 | Quorum for Managers' Meeting.

Section 1745.36 | Executive and Other Committees of Managers.

Section 1745.37 | Officers; Authority and Removal.

Section 1745.38 | Association Mortgages.

Section 1745.39 | Right of a Member or Manager to Information.

Section 1745.40 | Distributions Prohibited; Compensation and Other Permitted Payments.

Section 1745.41 | Removal of Managers and Filling Vacancies.

Section 1745.42 | Interest of Member, Manager or Officer in Contract.

Section 1745.43 | Indemnification; Advancement of Expenses.

Section 1745.44 | Sale or Other Disposition of Assets.

Section 1745.45 | Judicial Sale of Assets.

Section 1745.46 | Merger or Consolidation Into Domestic Unincorporated Nonprofit Association.

Section 1745.461 | Merger or Consolidation Into Entity Other Than Domestic Unincorporated Nonprofit Association.

Section 1745.47 | Agreement of Merger or Consolidation; Vote by Members.

Section 1745.48 | Effect of Merger or Consolidation.

Section 1745.49 | Effective Date of Merger or Consolidation.

Section 1745.50 | Voluntary Dissolution.

Section 1745.51 | Notice of Voluntary Dissolution.

Section 1745.52 | Effect of Voluntary Dissolution and Authority and Duties of Managers During Winding Up.

Section 1745.53 | Jurisdiction of Court Over Winding Up of Affairs of Voluntarily Dissolved Unincorporated Nonprofit Association.

Section 1745.54 | Receiver for Winding Up Affairs of Association.

Section 1745.55 | Judicial Dissolution.

Section 1745.56 | Liability of Managers and Members.

Section 1745.57 | Savings Clause.