Certificate of Consolidation of Corporations, Limited Liability Companies, and/or Limited Partnerships (Ohio)
This form is for a Certificate of Consolidation for corporations, limited liability companies and/or limited partnerships to consolidate into one company for the State of Ohio. The form provided here is simply a basic structure for what you may need in order to apply for a Certificate of Consolidation.
Prescribed by J. Kenneth Blackwell
Please obtain fee amount and mailing instructions from the Forms Inventory List (using the 3 digit form # located at the bottom of this form). To obtain the Forms Inventory List or for assistance, please call Customer Service:
Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)
In accordance with the requirements of Ohio law, the undersigned corporations, limited liability companies and/or limited partnerships, desiring to effect a consolidation, set forth the following facts:
CERTIFICATE OF CONSOLIDATION
I. New Entity Created by Consolidation
A. The name of the entity created by the consolidation is: __________________________________
B. The entity created by the consolidation is a: (Please check the appropriate box and fill in the appropriate blanks)
___ Domestic (Ohio) corporation
___ Foreign (Non-Ohio) corporation incorporated under the laws of the state/ country of
___ Domestic (Ohio) limited liability company
___ Foreign (Non-Ohio) limited liability company organized under the laws of the state/country of
___ Domestic (Ohio) limited partnership
___ Foreign (Non-Ohio) limited partnership organized under the laws of the state/country of
___ Domestic (Ohio) Non profit corporation
___ Foreign (Non-Ohio) Non profit corporation incorporated under the laws of the state/country of
___ Domestic (Ohio) Limited Liability Partnership
___ Foreign (Non-Ohio) Limited Liability Partnership located under the laws of the state/country of
II. Consolidating Entities
The name, type of entity, and state/country of incorporation or organization, respectively, of each entity, other than the new entity, which is a party to the consolidation are as follows:
Name ______________
State/Country of Organization _________________
Type of Entity ________________________
Name ______________
State/Country of Organization _________________
Type of Entity ________________________
Name ______________
State/Country of Organization _________________
Type of Entity ________________________
III. Consolidation Agreement on File
The name and mailing address of the person or entity from whom/which eligible person may obtain a copy of the agreement of consolidation upon written request:
Name __________________________
Address ________________________
City __________________________________
State ___________________
Zip Code _______________
IV. Effective Date of Consolidation
This consolidation is to be effective:
On _____________________ (if a date is specified, the date must be a date on or after the date of filing, the effective date of the consolidation cannot be earlier than the date of filing; if no date is specified, the date of filing will be the effective date of the consolidation).
V. Consolidation Authorized
The laws of the state or country under which each constituent entity exists, permits this consolidation.
This consolidation was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the state under which it is organized, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so.
VI. Statutory Agent
The name and address of the statutory agent upon whom any process, notice or demand against any constituent entity or the new entity may be served is:
Name _____________________________
Address____________________________
City __________________________________
State ___________________
Zip Code _______________
VII. Acceptance of Agent
The undersigned, named herein as the statutory agent upon whom service of process against any constituent entity or the new entity may be served, hereby acknowledges and accepts the appointment of statutory agent.
____________________________ (Signature of Agent)
VIII. Statement of Consolidation
Upon filing, or upon such later date as specified herein, the consolidating entity/entities listed herein shall consolidate to form the listed new entity.
IX. Articles of Incorporation, Articles of Organization or Certificate of Limited Partnership
The articles of incorporation, articles of organization or certificate of limited partnership (strike the inapplicable terms) of the new domestic (Ohio) entity herein, are as set forth in the attached "Exhibit A"
(Please note that articles of incorporation, articles of organization or a certificate of limited partnership MUST be attached if the new entity is to be a DOMESTIC corporation, limited liability company, or limited partnership.)
X. Qualification or Licensure of Foreign Surviving Entity
A. The foreign corporation, limited liability company, or limited partnership created by and through this consolidation hereby states that it desires to transact business in Ohio as a foreign corporation, foreign limited liability company, or foreign limited partnership, and hereby appoints the following as its statutory agent upon whom process, notice or demand against the entity may be served in the State of Ohio. The name and complete address of the statutory agent is:
_______________________ (name)
_______________________ (street and number)
_______________________ (city, village or township), Ohio
_______________________ (zip code)
The subject newly created foreign corporation, limited liability company or limited partnership irrevocably consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State if the agent cannot be found, if the corporation, limited liability company or limited partnership fails to designate another agent when required to do so, or if the corporation's, limited liability company's, or limited partnership's license or registration to do business in Ohio expires or is cancelled.
B. The qualifying entity also states as follows: (complete only if applicable)
1. Foreign Qualifying Limited Liability Company
(If the qualifying entity is a foreign limited liability company, the following information must be completed)
a. The name of the limited liability company in its state of organization/registration is __________________
b. The name under which the limited liability company desires to transact business in Ohio is ___________________
c. The limited liability company was organized or registered on under the laws of the state/country of ___________________
d. The address to which interested persons may direct request for copies of the articles of organization, operating agreement, bylaws, or other charter documents of the company is ____________________________
2. Foreign Qualifying Limited Partnership
(If the qualifying entity is a foreign limited partnership, the following information must be completed)
a. The name of limited partnership is __________________________
b. The limited partnership was formed on _______________________
under the laws of the state/country of _________________________________
c. The address of the office of the limited partnership in its state/country of organization is:
________________________ (street address)
________________________ (city, village or township)
________________________ (state)
________________________ (zip code)
d. The limited partnership's principal office address is:
________________________ (street address)
________________________ (city, village or township)
________________________ (state)
________________________ (zip code)
e. The names and business or residence addresses of the GENERAL partners of the partnership are as follows:
Name _________________________________
Address _______________________________ ( P.O. Boxes are not acceptable)
f. The address of the office where a list of the names and business or residence addresses of the limited partners and their respective capital contributions is to be maintained is:
________________________ (street address)
________________________ (city, village or township)
________________________ (state)
________________________ (zip code)
The limited partnership hereby certifies that it shall maintain said records until the registration of the limited partnership in Ohio is cancelled or withdrawn.
IN WITNESS WHEREOF, the undersigned constituent entities have caused this certificate of consolidation to be signed by its duly authorized officers, partners and representatives on the date(s) stated below.
_____________________________ (exact name of entity)
Signature: _____________________________
Title: _________________________________
Date: ____________________
_____________________________ (exact name of entity)
Signature: _____________________________
Title: _________________________________
Date: ____________________
_____________________________ (exact name of entity)
Signature: _____________________________
Title: _________________________________
Date: ____________________
An authorized representative of each constituent corporation, partnership, or entity must sign the consolidation certificate ORC 1701.81(A)