2006 Ohio Revised Code - 1702.46. Effective date and effect of merger or consolidation of domestic and foreign corporations.

§ 1702.46. Effective date and effect of merger or consolidation of domestic and foreign corporations.
 

(A)  Upon the filing of the certificate of merger or consolidation in compliance with the laws of each state under the laws of which any constituent corporation exists, or at such later date as the certificate specifies, the merger or consolidation shall become effective. 

(B)  The effect of such merger or consolidation, if the surviving or new corporation is to be a domestic corporation, shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporation is to be a foreign corporation: 

(1) The surviving or new corporation shall thenceforth be liable for all the obligations of each of the constituent corporations; 

(2) All the rights of creditors of each constituent corporation shall be preserved unimpaired, and all liens upon the property of any of the constituent corporations shall be preserved unimpaired, limited in lien to the property affected by such liens immediately prior to the effective date of the merger or consolidation; 

(3) The effect of such merger or consolidation shall, in all other respects, be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other state otherwise provide. 

(C)  If the surviving or new corporation is to be a foreign corporation and if the certificate states that the surviving or new corporation desires to exercise its corporate privileges in this state as a foreign corporation in a continual course of transactions, the surviving or new corporation shall, when the merger or consolidation becomes effective, be deemed to have complied with the requirements for procuring a certificate authorizing it to do so, and a copy of the certificate of merger or consolidation, certified by the secretary of state of this state, shall be considered and accepted as the license certificate prescribed by the laws of this state for a foreign corporation exercising its corporate privileges in this state in a continual course of transactions. 
 

HISTORY: 126 v 432(517), § 2 (Eff 10-11-55); 147 v H 579. Eff 7-29-98.
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