Effective: April 12, 2021
Latest Legislation: Senate Bill 276 - 133rd General Assembly
(A) Pursuant to an agreement of merger or consolidation between the constituent entities as provided in this section, a domestic limited partnership and one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic limited partnership, or a domestic limited partnership together with one or more additional domestic or foreign entities may be consolidated into a new entity other than a domestic limited partnership to be formed by such consolidation. The merger or consolidation must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists.
(B) The agreement of merger or consolidation shall set forth all of the following:
(1) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists;
(2) In the case of a merger, that one or more specified constituent domestic limited partnerships and other specified constituent entities will be merged into a specified surviving foreign entity or surviving domestic entity other than a domestic limited partnership, or, in the case of a consolidation, that the constituent entities will be consolidated into a new foreign entity or a new domestic entity other than a domestic limited partnership;
(3) If the surviving or new entity is a foreign limited partnership, all additional statements and matters, other than the name and address of the statutory agent, that would be required by section 1782.431 of the Revised Code if the surviving or new entity were a domestic limited partnership;
(4) The name and the form of entity of the surviving or new entity, the state under the laws of which the surviving entity exists or the new entity is to exist, and the location of the principal office of the surviving or new entity;
(5) All additional statements and matters required to be set forth in such an agreement of merger or consolidation by the laws under which each constituent entity exists and, in the case of a consolidation, the new entity is to exist;
(6) The consent of the surviving or new entity to be sued and served with process in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new entity any obligation of any constituent domestic limited partnership or to enforce the rights of a dissenting partner of any constituent domestic limited partnership;
(7) If the surviving or new entity is a foreign corporation that desires to transact business in this state as a foreign corporation, a statement to that effect, together with a statement regarding the appointment of a statutory agent and service of any process, notice, or demand upon that statutory agent or the secretary of state, as required when a foreign corporation applies for a license to transact business in this state;
(8) If the surviving or new entity is a foreign limited partnership that desires to transact business in this state as a foreign limited partnership, a statement to that effect, together with all of the information required under section 1782.49 of the Revised Code when a foreign limited partnership registers to transact business in this state;
(9) If the surviving or new entity is a foreign limited liability company that desires to transact business in this state as a foreign limited liability company, a statement to that effect, together with all of the information required under section 1705.54 or 1706.511 of the Revised Code when a foreign limited liability company registers to transact business in this state.
(C) The agreement of merger or consolidation also may set forth any additional provision permitted by the laws of any state under the laws of which any constituent entity exists, consistent with the laws under which the surviving entity exists or the new entity is to exist.
(D) To effect the merger or consolidation, the agreement of merger or consolidation shall be adopted by the general partners of each constituent domestic limited partnership, in the same manner and with the same notice to and vote or action of partners or of a particular class or group of partners as is required by section 1782.431 of the Revised Code. The agreement of merger or consolidation also shall be approved or otherwise authorized by or on behalf of each constituent entity in accordance with the laws under which it exists. Each person who will continue to be or who will become a general partner of a partnership that is the surviving or new entity in a merger or consolidation shall specifically agree to continue or to become, as the case may be, a general partner of the surviving or new entity.
(E) At any time before the filing of the certificate of merger or consolidation pursuant to section 1782.433 of the Revised Code, the merger or consolidation may be abandoned by the general partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity if the general partners, directors, or comparable representatives are authorized to do so by the agreement of merger or consolidation. The agreement of merger or consolidation may contain a provision authorizing the general partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity to amend the agreement of merger or consolidation at any time before the filing of the certificate of merger or consolidation, except that after the adoption of the agreement of merger or consolidation by the limited partners of any constituent domestic limited partnership, the general partners shall not be authorized to amend the agreement of merger or consolidation to do any of the following:
(1) 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 limited partners of the constituent domestic limited partnership in conversion of or in substitution for their interests;
(2) If the surviving or new entity is a partnership, alter or change any term of the partnership agreement of the surviving or new partnership, except for alterations or changes that otherwise could be adopted by the general partners of the surviving or new partnership;
(3) If the surviving or new entity is a corporation or any other entity other than a partnership, alter or change any term of the articles or comparable instrument of the surviving or new corporation or entity, except for alterations or changes that otherwise could be adopted by the directors or comparable representatives of the surviving or new corporation or entity;
(4) Alter or change any other terms and conditions of the agreement of merger or consolidation if any of the alterations or changes, alone or in the aggregate, would materially adversely affect the limited partners or any class or group of limited partners of the constituent domestic limited partnership.
Last updated September 10, 2021 at 10:49 AM
Structure Ohio Revised Code
Title 17 | Corporations-Partnerships
Chapter 1782 | Limited Partnerships
Section 1782.01 | Limited Partnership Definitions.
Section 1782.04 | Statutory Agent.
Section 1782.06 | Scope of Business.
Section 1782.07 | Partner's Transactions With Partnership.
Section 1782.08 | Certificate of Limited Partnership Required - Filing, Contents.
Section 1782.09 | Certificate of Amendment - Restatement of Certificate.
Section 1782.10 | Certificate of Cancellation - Amendment.
Section 1782.11 | Execution of Certificate.
Section 1782.12 | Petition for Execution of Certificate.
Section 1782.13 | Filing of Documents With Secretary of State.
Section 1782.14 | Liability for False Statement in Certificate.
Section 1782.15 | Filing Is Notice of Certain Fact.
Section 1782.16 | Copy of Certificates to Be Delivered or Mailed to Limited Partners.
Section 1782.17 | Person Becomes Limited Partner, When - Additional Limited Partners.
Section 1782.18 | Voting Rights.
Section 1782.19 | Rights, Powers, and Liabilities of Limited Partners.
Section 1782.20 | Erroneous Belief That One Is a Limited Partner.
Section 1782.21 | Right to Information.
Section 1782.22 | Additional General Partners.
Section 1782.23 | Person Ceases to Be a General Partner - When.
Section 1782.24 | General Partner - Rights and Powers.
Section 1782.241 | Care Owed by General Partner.
Section 1782.242 | Effect of Self-Dealing.
Section 1782.25 | Person May Be Both General and Limited Partner.
Section 1782.26 | Voting Rights of General Partners.
Section 1782.27 | Contributions of Partner.
Section 1782.29 | Allocation of Profits and Losses.
Section 1782.30 | Allocation of Distributions.
Section 1782.31 | Partner Entitled to Receive Distributions.
Section 1782.32 | Withdrawal of General Partner.
Section 1782.33 | Withdrawal of Limited Partner.
Section 1782.34 | Rights of Withdrawing Partner.
Section 1782.35 | Distributions.
Section 1782.37 | Restricting Distributions.
Section 1782.39 | Partnership Interest Is Personal Property.
Section 1782.40 | Partnership Interest - Assignable in Whole or in Part.
Section 1782.41 | Judgment Creditor of Partner.
Section 1782.42 | Assignee May Become Limited Partner.
Section 1782.43 | Rights of Legal Representative of Partner.
Section 1782.431 | Merger or Consolidation - Domestic Limited Partnership.
Section 1782.432 | Merger or Consolidation - Entity Other Than Domestic Limited Partnership.
Section 1782.433 | Certificate of Merger or Consolidation.
Section 1782.434 | Surviving or New Entity.
Section 1782.435 | Dissenting Partners.
Section 1782.436 | Written Demand for Payment of Fair Cash Value of Interests.
Section 1782.437 | Complaint Demanding Relief.
Section 1782.438 | Conversion of Another Entity Into Domestic Limited Partnership.
Section 1782.439 | Conversion of Domestic Limited Partnership Into Another Entity.
Section 1782.4310 | Filing of Certificate of Conversion - Effective Date.
Section 1782.4311 | Legal Effect of Conversion - Action to Set Aside.
Section 1782.44 | Dissolution and Winding-Up.
Section 1782.45 | Decree of Dissolution of Partnership.
Section 1782.46 | Partners or Court May Wind Up Affairs.
Section 1782.47 | Order of Distribution.
Section 1782.48 | Laws Governing Foreign Partnerships.
Section 1782.49 | Application for Registration of Foreign Limited Partnership.
Section 1782.50 | Acceptance of Application by Secretary of State.
Section 1782.53 | Cancellation of Registration.
Section 1782.54 | Failure to Register of Foreign Limited Partnership.
Section 1782.55 | Action to Restrain Transaction of Business.
Section 1782.56 | Derivative Action by Limited Partner.
Section 1782.57 | Plaintiff in Derivative Action.
Section 1782.59 | Court Orders in Successful Derivative Action.
Section 1782.60 | Application and Construction of Chapter.
Section 1782.61 | Pre-Existing Limited Partnerships.
Section 1782.62 | Pre-Existing Foreign Limited Partnerships.
Section 1782.63 | Refiling of Certificate for Limited Partnerships Existing Prior to 7-1-94.
Section 1782.64 | Conversion to Limited Liability Limited Partnership.
Section 1782.65 | Persons Performing Services to Partnership or Partners.