2006 Ohio Revised Code - 1702.45. Merger with foreign corporation.

§ 1702.45. Merger with foreign corporation.
 

One or more domestic corporations may merge or consolidate with one or more foreign corporations in the following manner, if such merger or consolidation is permitted by the laws of each state under the laws of which any constituent foreign corporation exists: 

(A) Each domestic corporation shall comply with the provisions of sections 1702.41, 1702.42, and 1702.43 of the Revised Code, and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it exists, except that the agreement of merger or consolidation, by whatever name designated, shall comply with divisions (B) and (C) of this section, and any merger or consolidation of a public benefit corporation, whether domestic or foreign, shall comply with division (B) of section 1702.41 of the Revised Code; 

(B) The agreement shall set forth all statements and matters required by section 1702.41 of the Revised Code, except that the statement of the place in this state where the principal office of the surviving or new corporation is to be located and the statement with respect to the appointment of the statutory agent shall be set forth only if the surviving or new corporation is to be a domestic corporation. In addition, the agreement shall set forth: 

(1) The names of the states under the laws of which each constituent corporation exists; 

(2) All statements and matters required to be set forth in agreements of merger or consolidation by the laws of each state under the laws of which any constituent foreign corporation exists; 

(3) If the surviving or new corporation is to be a foreign corporation: 

(a) the place where the principal office of the surviving or new corporation is to be located in the state under the laws of which the surviving or new corporations Å is to exist; 

(b) the consent by the surviving or new corporation that it may be sued and served with process in this state in any proceeding for the enforcement of any obligation of any constituent domestic corporation; 

(c) the irrevocable appointment of the secretary of state of this state as its agent to accept service of process in any such proceeding; 

(d) if it is desired that the surviving or new corporation exercise its corporate privileges in this state as a foreign corporation in a continual course of transactions, a statement to that effect and a statement with respect to the appointment of the statutory agent and with respect to the consent to service of any process, notice, or demand upon such statutory agent or the secretary of state, as required when a foreign corporation applies for a certificate authorizing it to do so; 

(C) The agreement may also set forth any additional provision permitted by the laws of any state under the laws of which any constituent corporation exists, to the extent not inconsistent with the laws of the state under the laws of which the surviving or new corporation is to exist. 
 

HISTORY: 126 v 432(516), § 2 (Eff 10-11-55); 148 v H 597. Eff 4-10-2001.
 

Å So in enrolled bill; paragraph (B)(3)(a). 

 

19xx Committee Report or Comment.
 

1955 COMMITTEE COMMENT

Based on new Sec. 1701.82. There is no presently existing provision expressly authorizing the merger of domestic or foreign nonprofit corporations. Note that charitable corporations may merge or consolidate only into or with charitable corporations.