Ohio Corporation Merger Agreement and Approval Packet

OHIO CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two Ohio domestic for-profit corporations under Ohio Rev. Code § 1701.78, in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a consolidation, foreign or other-entity constituent, parent-subsidiary merger under §§ 1701.80, 1701.801, or 1701.802, nonprofit, professional or regulated entity, Chapter 1704 business-combination issue, insolvent entity, conversion, or contested-control transaction.

Keep four records separate. Maintain: (1) the negotiated Transaction Agreement; (2) the statutory Agreement of Merger; (3) each board and shareholder approval record; and (4) the executed and filed Certificate of Merger. Ohio Secretary of State Form 551 is a filing aid, not a substitute for the statutory agreement or counsel's approval analysis.

Dissent rights are transaction-specific. Ohio Rev. Code § 1701.84 contains vote-based and national-exchange exceptions. Do not promise fair-cash-value rights to every shareholder.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Ohio domestic for-profit corporations and reconcile their articles, amendments, regulations, stock ledgers, voting agreements, options, warrants, and board records.

☐ Confirm the transaction belongs under § 1701.78 and is not a specialized route excluded above. If a foreign, other-entity, short-form, regulated, public-company, or contested-control fact appears, stop and apply the law governing that exact transaction.

☐ Inventory securities, liens, debt, contracts, permits, employees and benefits, litigation, taxes, real property, intellectual property, data, insurance, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Run fiduciary-duty, conflicts, Chapter 1704, antitrust, securities, tax, labor, benefit-plan, privacy, industry, solvency, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the attached statutory Agreement of Merger and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions selected in Schedule 5.

The parties will not deliver the Certificate of Merger until the approval record in Section 4 is complete. The closing team will retain the Transaction Agreement, statutory Agreement of Merger, board and shareholder records, dissent materials, filed Certificate, and filing evidence.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the authorized, issued, treasury, and outstanding shares; treatment of each share; shares, indebtedness, securities, cash, rights, or other property payable; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and intercompany shares.

Section 1701.78(B)(6) prohibits a conversion or substitution when reasonable grounds exist to believe it would render the survivor insolvent. Complete a current solvency analysis and do not use this packet to supply that conclusion.

2.3 Representations and schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears in this checklist.

2.4 Covenants and conditions

Schedule 4 states the negotiated ordinary-course covenant, exceptions, consent rights, access, confidentiality, financing cooperation, employee communications, regulatory filings, shareholder materials, and any solicitation or fiduciary-out terms.

Schedule 5 states the closing conditions, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, accuracy of selected representations under the chosen standard, covenant performance, and deliveries. No contractual waiver replaces a required board action, shareholder approval, dissent procedure, or filing.

2.5 Amendment, termination, and risk allocation

Schedule 6 addresses amendment, mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, termination fee, expenses, survival, and consequences.

Schedule 7 identifies any responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or liability cap applies by default.

2.6 Governing law and forum

Ohio law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [COUNTY], Ohio. Arbitration is excluded. Any jury waiver applies only to the fullest extent enforceable after Ohio counsel reviews the claims and selected forum.

3. EXHIBIT A — STATUTORY AGREEMENT OF MERGER

Each constituent board must approve the same Agreement of Merger under Ohio Rev. Code § 1701.78.

AGREEMENT OF MERGER

1. Constituents and governing state. [TARGET] and [MERGER SUB] are Ohio domestic corporations.

2. Survivor. Merger Sub will merge into Target, and Target will survive.

3. Terms and mode. The merger will occur on the terms and through the steps stated in this Agreement and the Transaction Agreement dated [DATE].

4. Share conversion. Each issued and outstanding share will remain outstanding, convert, exchange, or cancel exactly as follows:

5. Target articles and regulations. Target's articles and regulations will: ☐ remain unchanged; or ☐ be changed exactly as stated in Attachment A.

6. Certificates and book entries. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

7. Amendment or abandonment. Before the Certificate of Merger is filed, this Agreement may be amended or abandoned only under the authority and limits stated in § 1701.78(G) and the Transaction Agreement.

8. Effective date. The merger will become effective: ☐ on filing; or ☐ on [DATE], which is on or after the filing date.

9. Optional statutory terms. [Insert reviewed provisions concerning asset-value method, Target regulations or directors, additional parties, stated capital, or other necessary terms.]

4. APPROVAL RECORD

4.1 Board approval

☐ Each board approved the same Agreement of Merger and directed its submission to shareholders when required.

☐ Any action without a board meeting was approved in signed writings by all directors under § 1701.54 and filed with or entered upon the corporate records.

☐ Conflicts, recusals, committees, fairness or valuation work, and fiduciary-process advice are documented separately. Statutory approval does not resolve those issues by itself.

4.2 Route A — shareholder meetings

Give written notice to every shareholder, voting or nonvoting, and accompany it with a copy or summary of the material provisions of the Agreement. Under § 1701.41, give notice 7 to 60 days before the meeting unless the governing documents specify a longer period.

The ordinary approval threshold is at least two-thirds of the corporation's voting power on the proposal. The articles may specify a different proportion, but not less than a majority. Apply any class vote required by the articles or § 1701.78(F), ordinarily two-thirds of that class unless the articles set a different proportion not below a majority. Apply any greater vote required for another corporate action authorized by the Agreement.

4.3 Route B — unanimous written consents

Unless the articles or regulations prohibit action without a meeting, § 1701.54 permits shareholder action through signed writings of all shareholders who would be entitled to notice of the meeting. Because § 1701.78(E) requires merger-meeting notice to every shareholder, voting or nonvoting, use signed writings of all shareholders of that constituent corporation. File or enter the writings in the corporate records.

4.4 Target survivor no-vote analysis

Do not omit Target shareholder approval merely because Target survives. Under § 1701.78(D), attach a memorandum confirming that none of these vote triggers exists:

☐ Target's articles or regulations require shareholder or class approval.

☐ The Agreement conflicts with or changes Target's articles or regulations, or authorizes action that would independently require shareholder or class approval.

☐ Shares issued or transferred by Target to the other constituent's shareholders will entitle those holders immediately after the merger to exercise one-sixth or more of Target's voting power in director elections.

☐ The Agreement changes Target's directors in a way that would otherwise require shareholder or class action.

If none applies, Target's board approval constitutes Target's adoption under § 1701.78(H). Merger Sub still requires shareholder adoption.

4.5 Post-adoption amendment or abandonment

Before filing, the directors may abandon only if the Agreement authorizes them or the shareholders approve by the adoption vote. After shareholder adoption, directors may not amend the Agreement to change shareholder consideration, change Target's articles beyond director authority, or materially adversely affect a class or series, alone or in the aggregate.

5. OHIO DISSENT AND FAIR-CASH-VALUE WORKFLOW

5.1 Eligibility under § 1701.84

Disappearing-corporation shareholders generally have rights under § 1701.84(A)(1). Target shareholders have rights only for shares entitled to vote on the merger under § 1701.78. Apply the national-securities-exchange and listed-share-consideration exceptions in § 1701.84(B) separately to each corporation, class, and holder group.

5.2 Preserve rights and demand payment

Choose the applicable § 1701.85(A) route:

☐ Advance-notice route. At least 20 days before the meeting, the corporation gives the statutory dissent notice and a copy of § 1701.85. Before the vote, the shareholder delivers a written fair-cash-value demand and does not vote the shares in favor.

☐ Post-vote route. If the corporation did not give the advance notice, the shareholder delivers the written demand no later than 10 days after the vote and must not have voted the shares in favor.

The demand states the shareholder's address, number and class of shares, and claimed fair cash value. If the corporation requests certificated shares for notation, deliver them within 15 days after the request or risk termination under the statutory procedure.

5.3 Agreement or common-pleas proceeding

If the parties do not agree on fair cash value, either the shareholder or the corporation may file a complaint within 3 months after service of the demand in the court of common pleas for the county of the issuing corporation's current or former principal office, as § 1701.85(B) specifies.

Fair cash value is generally determined as of the day before the shareholder vote. Exclude proposal-caused appreciation or depreciation, control premiums, and lack-of-marketability or minority discounts. For shares listed on a national securities exchange at the statutory time, apply § 1701.85(C)(2)'s closing-sale-price rule.

Do not promise a valuation, interest rate, fee award, cost allocation, or result. Calendar the statutory payment, certificate-surrender, suspension, termination, and restoration rules separately.

6. CERTIFICATE OF MERGER, FILING, AND EFFECT

6.1 Certificate checklist under § 1701.81

After every constituent adopts the Agreement, execute Ohio Secretary of State Form 551, Certificate of Merger, through an authorized representative of each constituent. State only the information required by § 1701.81:

☐ each constituent's exact name, entity form, and governing state;

☐ that each constituent complied with its governing law and that the law permits the merger;

☐ the name and mailing address of the person or entity that will provide a copy of the Agreement in response to a written request by an equity holder;

☐ the filing-date or later effective date;

☐ each authorized signer's signature, office, or capacity;

☐ that the Agreement and each signer's authority were duly authorized; and

☐ that Merger Sub will merge into Target and Target will survive.

If the Agreement amends Target's articles, file the amendments with the Certificate. Do not attach confidential schedules unless a current filing requirement or counsel's review requires them.

6.2 Current filing fee and form

Ohio Rev. Code § 111.16(D) sets a $99 base fee for a Certificate of Merger and adds a share-based amount when the merger increases Target's authorized shares. The Secretary of State forms page accessed 2026-07-30 lists Form 551, revised 10/24, with a $99 filing fee. Recheck the live form, fee, expedited-service options, payment method, and entity status immediately before submission.

6.3 Effectiveness and statutory effect

Under § 1701.81(D), the merger becomes effective on filing or on the later date stated in the Certificate.

Under § 1701.82, Merger Sub's separate existence ceases; Target continues with its articles except as the Agreement provides; assets, rights, powers, and obligations vest in Target subject to the statute; Target is liable for constituent obligations; creditor rights and liens remain unimpaired as specified; and pending claims or proceedings continue or may substitute Target.

Section 1701.82(D) requires an action to set aside a merger for statutory noncompliance to be brought within 90 days after the effective date or be barred. Do not treat that period as a substitute for any other claim-specific deadline.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Board-approved statutory Agreement of Merger and article/regulation attachment

☐ Board records and shareholder meeting or unanimous-consent records

☐ Target § 1701.78(D) survivor no-vote memorandum, if used

☐ Dissent eligibility analysis, notices, demands, certificates, and court calendar

☐ Executed Form 551 and any article amendment filed with it

☐ Filing receipt and effective-date evidence

☐ Consideration exchange and withholding ledger

☐ Tax, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• Ohio Rev. Code § 1701.78 — merger into domestic corporation
• Ohio Rev. Code § 1701.41 — shareholder-meeting notice
• Ohio Rev. Code § 1701.54 — action without a meeting
• Ohio Rev. Code § 1701.81 — Certificate of Merger
• Ohio Rev. Code § 1701.82 — statutory effect
• Ohio Rev. Code §§ 1701.84 and 1701.85 — dissent and fair cash value
• Ohio Rev. Code § 111.16 — Secretary of State fees
• Ohio Secretary of State — Business Filing Forms and Fee Schedule
• Ohio Secretary of State — Form 551 Certificate of Merger

Ohio merger-agreement contents, board and shareholder approvals, meeting notice, unanimous consent, survivor vote triggers, dissent procedure, certificate contents, filing fee, effectiveness, and successor effects verified against current official sources on 2026-07-30. Bill-index hits were either historical enactments, unrelated all-terms matches, or pending H.B. 775; no enacted 2026 change to the cited merger provisions was identified. Recheck session laws, Form 551, fees, and expedited-service options immediately before filing.