Ohio § 1706.73 Merger or conversion consent if personal liability will attach

Ohio Statutes

§ 1706.73 — Merger or conversion consent if personal liability will attach

Ohio § 1706.73

Title 17Corporations-Partnerships

Ch. 1706Ohio Revised Limited Liability Company Act

This text of Ohio § 1706.73 (Merger or conversion consent if personal liability will attach) is published on Counsel Stack Legal Research, covering Ohio primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ohio Rev. Code Ann. § 1706.73 (2026).

Text

(A)If a member of a constituent or converting limited liability company will have personal liability with respect to a surviving or converted entity, approval or amendment of a plan of merger or a declaration of conversion are ineffective without the consent of the member, unless both of the following conditions are met:

(1)The limited liability company's operating agreement provides for approval of a merger or conversion with the consent of fewer than all the members.

(2)The member has consented to the provision of the operating agreement described in division (A)(1) of this section.

(B)A member does not give the consent required by division (A) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the

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(A) If a member of a constituent or converting limited liability company will have personal liability with respect to a surviving or converted entity, approval or amendment of a plan of merger or a declaration of conversion are ineffective without the consent of the member, unless both of the following conditions are met:

(1) The limited liability company's operating agreement provides for approval of a merger or conversion with the consent of fewer than all the members.

(2) The member has consented to the provision of the operating agreement described in division (A)(1) of this section.

(B) A member does not give the consent required by division (A) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.