As Introduced 1
122nd General Assembly 4
Regular Session H. B. No. 579 5
1997-1998 6
REPRESENTATIVES COUGHLIN-TIBERI-GARCIA-WOMER BENJAMIN-TERWILLEGER 8
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A B I L L
To amend sections 111.201, 1329.01, 1329.02, 12
1329.03, 1329.42, 1329.43, 1329.55, 1329.56, 13
1701.05, 1701.08, 1701.70, 1701.81, 1701.922, 14
1702.05, 1702.07, 1702.43, 1702.46, 1702.59, 15
1702.60, 1703.04, 1703.15, 1703.19, 1705.05, 16
1705.07, 1705.54, 1733.08, 1733.37, 1775.61, 17
1775.64, 1782.13, 1782.50, and 5733.22 and to 18
enact section 1329.47 of the Revised Code to 19
revise the manner in which the Secretary of State 20
records certain filings made by corporations, 21
limited liability companies, foreign limited 22
liability companies, credit unions, limited 23
partnerships, and foreign limited partnerships; 24
to modify the conditions under which a 25
partnership becomes and continues to be a 26
registered domestic limited liability partnership 27
and allows such partnerships to file with the 28
Secretary of State a statement of corrections 29
regarding its registration application; to 30
specify the conditions under which a foreign 31
limited liability partnership's registration 32
ceases; to specify the contents of a fictitious 33
name report; to provide for the cancellation of 34
marks of ownership; to provide for one year of 35
name protection from the date of any corporate 36
cancellation; and to make other revisions in the 38
laws governing the availability of trade names, 39
trademarks, and service marks, and for-profit 40
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and nonprofit corporate names, the use of 41
fictitious names, mark of ownership statements, 42
merger certificates, the amending of articles of 43
incorporation, and applications filed by a 44
foreign corporation for profit to conduct 45
business in this state. 46
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 48
Section 1. That sections 111.201, 1329.01, 1329.02, 50
1329.03, 1329.42, 1329.43, 1329.55, 1329.56, 1701.05, 1701.08, 51
1701.70, 1701.81, 1701.922, 1702.05, 1702.07, 1702.43, 1702.46, 52
1702.59, 1702.60, 1703.04, 1703.15, 1703.19, 1705.05, 1705.07, 54
1705.54, 1733.08, 1733.37, 1775.61, 1775.64, 1782.13, 1782.50, 55
and 5733.22 be amended and section 1329.47 of the Revised Code be 56
enacted to read as follows:
Sec. 111.201. The secretary of state may make copies of 65
all documents filed with his THE SECRETARY OF STATE'S office 66
pursuant to any section of the Revised Code, in legible 67
handwriting, typewriter, printing, BY microfilm, or by any OTHER 68
authorized photostatic OR DIGITIZED process, and return or 69
destroy the ORIGINAL documents after they are copied. 71
Sec. 1329.01. (A) As used in sections 1329.01 to 1329.10 81
of the Revised Code: 82
(1) "Trade name" means a name used in business or trade to 84
designate the business of the user and to which the user asserts 85
a right to exclusive use. 86
(2) "Fictitious name" means a name used in business or 88
trade that is fictitious and that the user has not registered or 89
is not entitled to register as a trade name. It does not include 90
the name of record of any domestic or foreign limited partnership 91
that is formed under or registered pursuant to Chapter 1782. of 92
the Revised Code or the name of record of any domestic or foreign 93
limited liability partnership that is organized or registered 94
pursuant to Chapter 1775. of the Revised Code.
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(3) "Person" includes any individual, general partnership, 96
limited partnership, corporation, association, professional 97
association, limited liability company, society, foundation, 99
federation, or organization formed under the laws of this state
or any other state. 100
(B) Subject to sections 1329.01 to 1329.10 of the Revised 102
Code, any person may register with the secretary of state, on a 103
form prescribed by the secretary of state, any trade name under 105
which the person is operating, setting forth all of the 106
following:
(1) The name and business address of the applicant for 108
registration and any of the following that is applicable: 109
(a) If the applicant is a general partnership, the names 112
and residence addresses of all of the partners; 113
(b) If the applicant is a limited partnership existing 115
prior to July 1, 1994, that has not registered with the secretary 116
of state pursuant to Chapter 1782. of the Revised Code, the name 117
of the Ohio county in which its certificate of limited 119
partnership or application for registration as a foreign limited 120
partnership is filed;
(c) If the applicant is a limited partnership to which 122
division (B)(1)(b) of this section does not apply or is a 123
corporation, professional association, limited liability company, 125
or other entity, the form of the entity and the state under the 126
laws of which it was formed.
(2) The trade name to be registered; 128
(3) The general nature of the business conducted by the 130
applicant; 131
(4) The length of time during which the trade name has 133
been used by the applicant in business operations in this state. 135
(C) The TRADE NAME application shall be signed by the 137
applicant or by a member or officer ANY AUTHORIZED REPRESENTATIVE 138
of the applicant. 139
A single trade name may be registered upon each TRADE NAME 141
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application submitted under sections 1329.01 to 1329.10 of the 142
Revised Code.
The TRADE NAME application shall be accompanied by a filing 144
fee of twenty dollars, payable to the secretary of state. 145
(D) Any person who does business under a fictitious name 147
and who has not registered and does not wish to register the 148
fictitious name as a trade name or who cannot do so because the 149
name is not available for registration shall report the use of 150
the fictitious name to the secretary of state. The, ON A FORM 152
PRESCRIBED BY THE secretary of state shall prescribe, SETTING 154
FORTH ALL OF the form for the report that shall include the 155
FOLLOWING:
(1) THE name and BUSINESS address of the user; AND ANY OF 158
the nature of the business conducted; the exact form of the
fictitious name used; if FOLLOWING THAT IS APPLICABLE: 159
(a) IF the user is a general partnership, the names and 161
residence addresses of all the partners; and, if 162
(b) IF the user is a limited partnership EXISTING PRIOR TO 165
JULY 1, 1994, the name and residence address of the general 167
partners. The secretary of state shall give information
concerning the identity of the user to anyone who inquires 168
concerning it THAT HAS NOT BEEN REGISTERED WITH THE SECRETARY OF 169
STATE PURSUANT TO CHAPTER 1782. OF THE REVISED CODE, THE NAME OF 170
THE OHIO COUNTY IN WHICH ITS CERTIFICATE OF LIMITED PARTNERSHIP 171
OR APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED PARTNERSHIP 172
IS FILED;
(c) IF THE USER IS A LIMITED PARTNERSHIP TO WHICH DIVISION 174
(D)(1)(b) OF THIS SECTION DOES NOT APPLY OR IS A CORPORATION, 176
PROFESSIONAL ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER
ENTITY, THE FORM OF THE ENTITY AND THE STATE UNDER WHOSE LAWS IT 177
WAS FORMED.
(2) THE FICTITIOUS NAME BEING USED; 179
(3) THE GENERAL NATURE OF THE BUSINESS CONDUCTED BY THE 181
USER.
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(E) THE REPORT OF USE OF A FICTITIOUS NAME SHALL BE SIGNED 183
BY THE USER OR BY ANY AUTHORIZED REPRESENTATIVE OF THE USER. 184
A SINGLE FICTITIOUS NAME MAY BE REGISTERED UPON EACH 186
FICTITIOUS NAME REPORT SUBMITTED UNDER SECTIONS 1329.01 TO 187
1329.10 OF THE REVISED CODE.
THE FICTITIOUS NAME REPORT SHALL BE ACCOMPANIED BY A FILING 189
FEE OF TEN DOLLARS, PAYABLE TO THE SECRETARY OF STATE. 190
A report under this division shall be made within thirty 192
days after the date of the first use of the fictitious name. 193
Sec. 1329.02. (A) The secretary of state shall not file 203
an application for the registration of any trade name if the 204
application indicates or implies that the trade name is connected 205
with a government agency of this state, another state, or the 206
United States and the trade name is not so connected or if the 207
application indicates or implies that the applicant is 208
incorporated and the application is not incorporated. 209
Additionally, the secretary of state shall not file an 210
application for the registration of any trade name if it is not 211
distinguishable upon the records in the office of the secretary 212
of state from any other trade name previously registered under 213
sections 1329.01 to 1329.03 of the Revised Code, any corporate 214
name, whether nonprofit or for profit and whether that of a 215
domestic corporation or of a foreign corporation authorized to do 217
business in this state, THE NAME OF ANY LIMITED LIABILITY COMPANY 218
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 220
CHAPTER 1705. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN,
or any trademark, or service mark previously filed and recorded 223
in the office of the secretary of state and not abandoned, unless 224
the written consent of the corporation, LIMITED LIABILITY 225
COMPANY, or the person to whom is registered the exclusive right 227
to use the trade name is filed in accordance with division (C) of 228
section 1701.05 of the Revised Code with the application or the 229
written consent of the former registrant of the trademark or 230
service mark is filed with the application. The application for
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the registration of a trade name and the consent form shall be on 231
a form prescribed by the secretary of state. 233
(B) The secretary of state shall determine for purposes of 235
this section whether a name is distinguishable from another name 236
in a manner consistent with the provisions of division (B) of 237
section 1701.05 of the Revised Code. 238
Sec. 1329.03. Upon compliance by the applicant OR USER 248
with the requirements of sections 1329.01 to 1329.10, inclusive, 250
of the Revised Code, the secretary of state shall cause a 252
certificate of registration to be issued and delivered to the 254
applicant. The certificate of registration shall be issued under
the signature and seal of the secretary of state, and it shall 255
show the name and business address of the applicant, the name, 256
title, or designation registered, the date of first use claimed, 257
the date of registration and the term of registration ACCEPT THE 259
DOCUMENT FOR FILING AND MAKE A COPY OF THE DOCUMENT BY MICROFILM 260
OR BY ANY AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE 261
OF THE FILING SHALL BE RETURNED TO THE PERSON FILING THE 262
DOCUMENT.
Sec. 1329.42. A person who uses in this state a name, 272
mark, or device to indicate ownership of articles or supplies may 273
file in the office of the secretary of state, on a form to be 274
prescribed by him THE SECRETARY OF STATE, a verified statement 275
setting forth, but not limited to, the following information: 277
(A) The name and business address of the person filing the 279
statement; and, if a corporation, the state of incorporation; 280
(B) The nature of the business of the applicant; 282
(C) The type of articles or supplies in connection with 284
which the name, mark, or device is used. 285
The statement shall include or be accompanied by a copy, 287
specimen, facsimile, or counterpart EVIDENCING ACTUAL USE of the 288
name, mark, or device, together with a filing fee of twenty 290
dollars. The registration of a name, mark, or device pursuant to 291
this section is effective for a ten-year period beginning on the 292
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date of registration. If an application for renewal is filed 293
within six months prior to the expiration of the ten-year period 294
on a form prescribed by the secretary of state, the registration 295
may be renewed at the end of each ten-year period for an 296
additional ten-year period. A renewal fee of ten dollars shall 297
accompany the application for renewal. The secretary of state 298
shall notify a registrant within the six months next preceding 299
the expiration of ten years from the date of registration of the 300
necessity of renewal by writing to the last known address of the 301
registrant.
Sec. 1329.43. Upon compliance with the requirements of 311
sections 1329.41 to 1329.53, inclusive, of the Revised Code, the 312
secretary of state shall cause a certificate to be issued and 314
delivered ACCEPT THE DOCUMENT FOR FILING AND MAKE A COPY OF THE 315
DOCUMENT BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 316
DIGITIZED PROCESS. EVIDENCE OF THE FILING SHALL BE RETURNED to
the person filing the statement DOCUMENT. The certificate shall 318
be issued over the signature of the secretary of state and seal 320
of secretary of state, and it shall show the name and business
address of the person claiming ownership of the articles or 321
supplies upon which the name, mark or device is produced; the 322
nature of the business of the applicant; the type of articles or 323
supplies on which the name, mark or device is produced and used; 325
a copy, specimen, facsimile or counterpart of such name, mark or 326
device as filed in the secretary of state's office, or a 327
reproduction thereof; and the filing date. 329
Any certificate issued under the provisions hereof and duly 332
certified by the secretary of state, or a A certified copy of the 333
statement ANY DOCUMENT filed, UNDER THIS SECTION shall be 334
admissible in evidence in any action or judicial proceedings in 335
any court of this state as competent and sufficient proof of the 336
filing pursuant to sections 1329.41 to 1329.53, inclusive, of the 337
Revised Code, and shall be prima facie evidence of the ownership 339
by the person filing hereunder of all articles and supplies upon 340
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which such name, mark, or device is produced. 341
Sec. 1329.47. THE SECRETARY OF STATE SHALL CANCEL FROM THE 343
REGISTER ALL OF THE FOLLOWING: 344
(A) ANY REGISTRATION CONCERNING WHICH THE SECRETARY OF 346
STATE RECEIVES A VOLUNTARY REQUEST IN WRITING FOR THE 347
CANCELLATION OF THE REGISTRATION FROM THE REGISTRANT OR THE 348
ASSIGNEE OF RECORD;
(B) ANY REGISTRATION GRANTED UNDER SECTIONS 1329.41 TO 350
1329.45 OF THE REVISED CODE, NOT RENEWED IN ACCORDANCE WITH THE 351
PROVISIONS OF THOSE SECTIONS;
(C) ANY REGISTRATION CONCERNING WHICH THE SECRETARY OF 353
STATE OR A COURT OF COMPETENT JURISDICTION FINDS THAT ANY OF THE 354
FOLLOWING APPLIES:
(1) THE REGISTERED MARK OF OWNERSHIP HAS BEEN ABANDONED. 356
(2) THE REGISTRANT IS NOT THE OWNER OF THE MARK OF 358
OWNERSHIP.
(3) THE REGISTRATION WAS GRANTED IMPROPERLY. 360
(4) THE REGISTRATION WAS OBTAINED FRAUDULENTLY. 362
(D) ANY REGISTRATION OF WHICH A COURT OF COMPETENT 364
JURISDICTION ORDERS CANCELLATION ON ANY GROUND. 365
Sec. 1329.55. A trade-mark TRADEMARK or service mark by 375
which the goods or services of any applicant for registration may 377
be distinguished from the goods or services of others shall not 378
be registered if it consists of or comprises any one or more of 379
the following:
(A) Immoral, deceptive, or scandalous matter; 381
(B) Matter which may disparage or falsely suggest a 383
connection with persons, living or dead, institutions, beliefs, 384
or national symbols, or bring them into contempt or disrepute; 385
(C) The flag or coat of arms or other insignia of the 387
United States, or of any state or municipality, or of any foreign 388
nation, or any simulation thereof; 389
(D) The name, signature, or portrait of any living 391
individual, except with his THE INDIVIDUAL'S written consent; 392
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(E) A mark which: 394
(1) When applied to the goods or services of the 396
applicant, is merely descriptive or deceptively misdescriptive of 397
them;
(2) When applied to the goods or services of the applicant 399
is primarily geographically descriptive or deceptively 400
misdescriptive of them;
(3) Is primarily merely a surname; provided, that nothing 402
in division (E) of this section shall prevent the registration of 403
a mark used in this state by the applicant which has become 404
distinctive of the applicant's goods or services. The secretary 405
of state may accept as evidence that the mark has become 406
distinctive, as applied to the applicant's goods or services,
proof of substantially exclusive and continuous use thereof as a 407
mark by the applicant in this state or elsewhere for the five 408
years next preceding the date of the filing of the application 409
for registration;.
(F) A trade-mark TRADEMARK or service mark which so 411
resembles a trade-mark TRADEMARK or service mark registered in 413
this state or a trade-mark TRADEMARK, service mark, corporate 414
name, LIMITED LIABILITY COMPANY NAME, or trade name previously 415
used in this state by another and not abandoned, as likely, when 416
applied to the goods or services of the applicant, to cause
confusion or mistake or to deceive; 417
(G) A trade-mark TRADEMARK or service mark which so 419
resembles a trade-mark TRADEMARK or service mark registered in 421
the United States patent office by another and not abandoned, as 422
to be likely, when applied to the goods or services of the
applicant, to cause confusion or mistake or to deceive; provided, 423
that should applicant prove that he THE APPLICANT is the owner of 424
a concurrent registration in the United States patent office of 426
his trade-mark THE APPLICANT'S TRADEMARK or service mark covering 427
an area including this state, THE applicant may register his 428
trade-mark THE APPLICANT'S TRADEMARK or service mark in 430
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accordance with this section.
Sec. 1329.56. Subject to the limitations set forth in 440
sections 1329.54 to 1329.67 of the Revised Code, any person who 441
adopts and uses a trademark or service mark in this state may 442
file in the office of the secretary of state, on a form to be 443
prescribed by the secretary of state, an application for 444
registration of that trademark or service mark setting forth, but 445
not limited to, the following information: 446
(A) The name and business address of the person applying 448
for the registration; and, if a corporation, the state of 449
incorporation; 450
(B) The goods or services in connection with which the 452
mark is used and the mode or manner in which the mark is used in 453
connection with the goods or services and the class in which the 454
goods or services fall; 455
(C) The date when the trademark or service mark was first 457
used anywhere and the date when it was first used in this state 458
by the applicant or his THE APPLICANT'S predecessor in business; 459
(D) A statement that the applicant is the owner of the 461
trademark or service mark and that no other person has the right 462
to use the trademark or service mark in the state either in the 463
identical form thereof, or in such near resemblance thereto, as 464
might be calculated to deceive or be mistaken therefor; 465
(E) A statement that no other person has a registration of 467
the same or a confusingly similar trademark or service mark in 468
the United States patent office for the same or similar goods or 469
services or a statement that applicant is the owner of a 470
concurrent registration in the United States patent office of his 471
THE APPLICANT'S trademark or service mark covering an area 473
including this state.
The application shall be signed and verified by the 475
applicant or by a member AN AUTHORIZED REPRESENTATIVE of the firm 477
or an officer of the corporation, union, or association applying.
The application shall be accompanied by a specimen or 479
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facsimile of the trademark or service mark as actually used and 480
shall contain a brief description of the trademark or service 481
mark as it appears on the specimen or facsimile. 482
The application for registration shall be accompanied by a 484
filing fee of twenty dollars, payable to the secretary of state. 485
Sec. 1701.05. (A) Except as provided in this section, and 495
in sections 1701.75, 1701.78, and 1701.82 of the Revised Code, 496
which sections relate to the reorganization, merger, and 497
consolidation of corporations, the corporate name of a domestic 498
corporation shall comply with all of the following: 499
(1) It shall end with or include the word or abbreviation 501
"company," "co.," "corporation," "corp.," "incorporated," or 502
"inc." 503
(2) It shall be distinguishable upon the records in the 505
office of the secretary of state from the name of any other 506
corporation, whether nonprofit or for profit and whether that of 507
a domestic or of a foreign corporation authorized to do business 508
in this state, FROM THE NAME OF ANY LIMITED LIABILITY COMPANY 509
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 510
CHAPTER 1705. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN, 511
and from any trade name the exclusive right to which is at the 513
time in question registered in the office of the secretary of 514
state pursuant to Chapter 1329. of the Revised Code.
(3) It shall not contain any language that indicates or 516
implies that the corporation is connected with a government 517
agency of this state, another state, or the United States. 518
(B) The secretary of state shall determine for purposes of 520
this section whether a name is "distinguishable" from another 521
name upon his THE SECRETARY OF STATE'S records. Without 522
excluding other names that may not constitute distinguishable 524
names in this state, a name is not considered distinguishable 525
from another name for purposes of this section solely because it 526
differs from the other name in only one or more of the following 527
manners:
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(1) The use of the word "corporation," "company," 529
"incorporated," "limited," or any abbreviation of any of those 531
words; 532
(2) The use of any article, conjunction, contraction, 534
abbreviation, or punctuation; 535
(3) The use of a different tense or number of the same 537
word. 538
(C) A corporation may apply to the secretary of state for 540
authorization to use a name that is not distinguishable upon the 541
secretary of state's records from the name of any other 542
corporation or from a registered trade name, if there also is 543
filed in the office of the secretary of state, on a form 544
prescribed by the secretary of state, the consent of the other 546
corporation, LIMITED LIABILITY COMPANY, or, in the case of a 547
registered trade name, the person to whom is registered the 548
exclusive right to use the name, which consent is evidenced in a 549
writing signed by any authorized officer of the other 550
corporation, ANY AUTHORIZED MEMBER, MANAGER, OR OTHER
REPRESENTATIVE OF THE LIMITED LIABILITY COMPANY, or any 551
authorized party REPRESENTATIVE of the other person. 552
(D) In case of judicial sale or judicial transfer, by sale 554
or transfer of good will or otherwise, of the right to use the 555
name of a corporation (whether nonprofit or for profit, and 556
whether that of a domestic corporation or of a foreign 557
corporation authorized to exercise its corporate privileges in 558
this state or to do business in this state), the secretary of 559
state, at the instance of the purchaser or transferee of such 560
right, shall accept for filing articles of a corporation with a 561
name the same as or similar to the name of such other 562
corporation, if there is also filed in the office of the 563
secretary of state a certified copy of the decree or order of 564
court confirming or otherwise evidencing the purchase or 565
transfer. 566
(E) Any person who wishes to reserve a name for a proposed 568
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new corporation, or any corporation intending to change its name, 569
may submit to the secretary of state a written application, on a 570
form prescribed by the secretary of state, for the exclusive 571
right to use a specified name as the name of a corporation. If 573
the secretary of state finds that, under this section, the 574
specified name is available for such use, the secretary of state 575
shall endorse his or her approval upon and file such application 577
and, from the date of such endorsement FILING, such applicant 578
shall have the exclusive right for sixty days to use the 580
specified name as the name of a corporation, counting the date of 581
such endorsement FILING as the first of sixty days. The right so 583
obtained may be transferred by the applicant or other holder 584
thereof by the filing in the office of the secretary of state of 585
a written transfer, ON A FORM PRESCRIBED BY THE SECRETARY OF 586
STATE, stating the name and address of the transferee. 587
(F) For filing under this section any application or other 589
document, other than articles or a consent to the use of a name, 590
the secretary of state shall charge and collect a fee of five 591
dollars. 592
Sec. 1701.08. (A) When articles of incorporation and 602
other certificates relating to the corporation are filed with 603
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 605
shall, if he finds AFTER FINDING that they comply with the 606
provisions of sections 1701.01 to 1701.98, inclusive, of the 608
Revised Code, endorse thereon his approval, the date of filing, a 610
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 611
FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 612
microfilm or by any authorized photostatic OR DIGITIZED process. 613
The articles or other certificate certified by EVIDENCE OF the 615
secretary of state FILING shall be returned to the person filing 617
said THE articles or certificate.
(B) All persons shall have the opportunity of acquiring 619
knowledge of the contents of the articles and other certificates 620
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filed and recorded in the office of the secretary of state, but 621
no person dealing with the corporation shall be charged with 622
constructive notice of the contents of any such articles or 623
certificates by reason of such filing or recording.
Sec. 1701.70. (A) If an initial stated capital is NOT set 633
forth in the articles, THEN BEFORE THE CORPORATION BEGINS 634
BUSINESS, OR IF AN INITIAL STATED CAPITAL IS SET FORTH IN THE 635
ARTICLES, THEN before subscriptions to shares shall have been 637
received in such THE amount OF that the stated capital of such 638
shares is at least equal to the initial stated capital, the 639
incorporators may adopt an amendment to the articles by a writing
signed by them. 640
(B) The directors may adopt an amendment to the articles 642
in the following cases: 643
(1) When and to the extent authorized by the articles, the 645
directors may adopt an amendment in respect of any unissued or 646
treasury shares of any class; 647
(2) When the corporation shall have issued shares or 649
obligations convertible into shares of the corporation, or shall 650
have granted options to purchase any shares, and such conversion 651
or option rights are set forth in the articles or have been 652
approved by the same vote of shareholders as, at the time of such 653
approval, would have been required to amend the articles to 654
authorize the shares required for such purpose, and the 655
corporation does not have sufficient authorized but unissued 656
shares to satisfy such conversion or option rights, the directors 657
may adopt an amendment to authorize such shares; 658
(3) Whenever shares of any class have been redeemed, or 660
have been surrendered to or acquired by the corporation upon 661
conversion, exchange, purchase, or otherwise, the directors may 662
adopt an amendment to reduce the authorized number of shares of 663
such class by the number so redeemed, surrendered, or acquired; 664
and when all of the authorized shares of a class have been 665
redeemed, or surrendered to or acquired by the corporation, the 666
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directors may adopt an amendment to eliminate from the articles 667
all references to the shares of such class and to make such other 668
appropriate changes as are required by such elimination; 669
(4) When articles have been amended and any change of 671
issued or unissued shares provided for in the amendment or 672
amended articles shall have become effective, the directors may 673
adopt an amendment to eliminate from the articles all references 674
to the change of shares and to make such other appropriate 675
changes as are required by such elimination; provided, that such 676
an amendment to articles adopted by the directors shall contain a 677
statement with respect to the authorized number and the par 678
value, if any, of the shares of each class; 679
(5) After a merger or consolidation, in which the 681
surviving or new corporation is a domestic corporation, shall 682
have become effective, the directors may adopt an amendment: 683
(a) To eliminate from the articles any statement or 685
provision pertaining exclusively to the merger or consolidation, 686
or which was required to be set forth in the agreement of merger 687
or consolidation and which would not be required in original 688
articles or amendments to articles filed at the time such 689
statement or provision was adopted; 690
(b) To make such other appropriate changes required by 692
such elimination; provided, that such an amendment to articles 693
adopted by the directors need not contain or continue any 694
statement with respect to the amount of stated capital. 695
Sec. 1701.81. (A) Upon adoption by each constituent 705
entity of an agreement of merger or consolidation pursuant to 706
section 1701.78, 1701.781, 1701.79, 1701.791, 1701.80, or 707
1701.801 of the Revised Code, a certificate of merger or 708
consolidation shall be filed with the secretary of state that is 709
signed by any authorized officer REPRESENTATIVE of each 710
constituent corporation, by at least one general partner of any 712
constituent partnership, and by an authorized representative of 713
each OR other constituent entity. The certificate shall be on a 715
16
form prescribed by the secretary of state and shall set forth 716
only the information required by this section. 717
(B)(1) The certificate of merger or consolidation shall 719
set forth all of the following: 720
(a) The name and the form of entity of each constituent 722
entity and the state under the laws of which each constituent 723
entity exists; 724
(b) A statement that each constituent entity has complied 726
with all of the laws under which it exists and that the laws 727
permit the merger or consolidation; 728
(c) The name and mailing address of the person or entity 730
that is to provide, in response to any written request made by a 731
shareholder, partner, or other equity holder of a constituent 732
entity, a copy of the agreement of merger or consolidation; 733
(d) The effective date of the merger or consolidation, 735
which date may be on or after the date of the filing of the 736
certificate; 737
(e) The signature of the representative or representatives 739
authorized to sign the certificate on behalf of each constituent 740
entity and the office held or the capacity in which the 741
representative is acting; 742
(f) A statement that the agreement of merger or 744
consolidation is authorized on behalf of each constituent entity 745
and that each person who signed the certificate on behalf of each 747
entity is authorized to do so;
(g) In the case of a merger, a statement that one or more 749
specified constituent entities will be merged into a specified 750
surviving entity or, in the case of a consolidation, a statement 751
that the constituent entities will be consolidated into a new 752
entity; 753
(h) In the case of a merger, if the surviving entity is a 755
foreign entity not licensed to transact business in this state, 756
the name and address of the statutory agent upon whom any 757
process, notice, or demand against any constituent entity may be 758
17
served; 759
(i) In the case of a consolidation, the name and address 761
of the statutory agent upon whom any process, notice, or demand 762
against any constituent entity or the new entity may be served. 763
(2) In the case of a consolidation into a new domestic 765
corporation, limited liability company, or limited partnership, 766
the articles of incorporation, the articles of organization, or 768
the certificate of limited partnership of the new domestic entity 769
shall be filed with the certificate of merger or consolidation. 770
(3) In the case of a merger into a domestic corporation, 772
limited liability company, or limited partnership, any amendments 773
to the articles of incorporation, articles of organization, or 775
certificate of limited partnership of the surviving domestic 776
entity shall be filed with the certificate of merger or
consolidation. 777
(4) If the surviving or new entity is a foreign entity 779
that desires to transact business in this state as a foreign 780
corporation, limited liability company, or limited partnership, 781
the certificate of merger or consolidation shall be accompanied 782
by the information required by division (B)(8), (9), or (10) of 783
section 1701.791 of the Revised Code. 784
(5) If a foreign or domestic corporation licensed to 786
transact business in this state is a constituent entity and the 787
surviving or new entity resulting from the merger or 788
consolidation is not a foreign or domestic corporation that is to 789
be licensed to transact business in this state, the certificate 790
of merger or consolidation shall be accompanied by the 791
affidavits, receipts, certificates, or other evidence required by 792
division (H) of section 1701.86 of the Revised Code, with respect 793
to each domestic constituent corporation, and by the affidavits, 794
receipts, certificates, or other evidence required by division 795
(C) or (D) of section 1703.17 of the Revised Code, with respect 796
to each foreign constituent corporation licensed to transact 797
business in this state. 798
18
(C) If any constituent entity in a merger or consolidation 800
is organized or formed under the laws of a state other than this 801
state or under any chapter of the Revised Code other than this 802
chapter, there also shall be filed in the proper office all 803
documents that are required to be filed in connection with the 804
merger or consolidation by the laws of that state or by that 805
chapter. 806
(D) Upon the filing of a certificate of merger or 808
consolidation and other filings as described in division (C) of 809
this section or at any later date that the certificate of merger 810
or consolidation specifies, the merger or consolidation is 811
effective. 812
(E) The secretary of state shall furnish, upon request and 814
payment of a fee of ten dollars, the secretary of state's 815
certificate setting forth the name and the form of entity of each 817
constituent entity and the states under the laws of which each 818
constituent entity existed prior to the merger or consolidation, 819
the name and the form of entity of the surviving or new entity 820
and the state under the laws of which the surviving entity exists 821
or the new entity is to exist, the date of filing of the 822
certificate of merger or consolidation with the secretary of 823
state, and the effective date of the merger or consolidation. 824
The certificate of the secretary of state, or a copy of the 825
certificate of merger or consolidation certified by the secretary 826
of state, may be filed for record in the office of the recorder 827
of any county in this state and, if filed, shall be recorded in 828
the records of deeds for that county. For that recording, the 829
county recorder shall charge and collect the same fee as in the 830
case of deeds.
Sec. 1701.922. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 840
THIS DIVISION, UPON reinstatement of a corporation's or 842
professional association's articles of incorporation in
accordance with section 1701.07, 1701.921, 1785.06, or 5733.22 of 843
the Revised Code, the rights, privileges, and franchises, 844
19
including all real or personal property rights and credits and 845
all contract and other rights, of the corporation or association 846
existing at the time its articles of incorporation were canceled 847
shall be fully vested in the corporation or association as if the 848
articles had not been canceled, and the corporation or 849
association shall again be entitled to exercise the rights, 850
privileges, and franchises authorized by its articles of 851
incorporation. THE NAME OF A CORPORATION WHOSE ARTICLES HAVE 852
BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER 853
THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE 854
WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 855
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 856
LIMITED LIABILITY COMPANY NAME, OR TRADE NAME HAS BEEN FILED, THE 857
NAME OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED
IN SECTION 1701.05 OF THE REVISED CODE, THE SECRETARY OF STATE 858
SHALL REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 859
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 860
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's or association's 862
articles in accordance with section 1701.07, 1701.921, 1785.06, 863
or 5733.22 of the Revised Code, both of the following apply to 864
the exercise or attempt to exercise any rights, privileges, or 865
franchises, including entering into or performing any contracts, 866
on behalf of the corporation or association by an officer, agent, 867
or employee of the corporation or association, after cancellation 868
and prior to reinstatement of the articles of incorporation: 869
(1) The exercise or attempt to exercise any rights, 871
privileges, or franchises on behalf of the corporation or 872
association by the officer, agent, or employee of the corporation 873
or association has the same force and effect that the exercise or 874
attempt to exercise the right, privilege, or franchise would have 875
had if the corporation's or association's articles had not been 876
canceled, if both of the following apply: 877
(a) The exercise or attempt to exercise the right, 879
20
privilege, or franchise was within the scope of the corporation's 880
or association's articles of incorporation that existed prior to 881
cancellation; 882
(b) The officer, agent, or employee had no knowledge that 884
the corporation's or association's articles of incorporation had 885
been canceled. 886
(2) The corporation or association is liable exclusively 888
for the exercise or attempt to exercise any rights, privileges, 889
or franchises on behalf of the corporation or association by an 890
officer, agent, or employee of the corporation or association, if 891
the conditions set forth in divisions (B)(1)(a) and (b) of this 892
section are met. 893
(C) Upon reinstatement of a corporation's or association's 895
articles of incorporation in accordance with section 1701.07, 896
1701.921, 1785.06, or 5733.22 of the Revised Code, the exercise 897
or attempt to exercise any rights, privileges, or franchises on 898
behalf of the corporation or association by an officer, agent, or 899
employee of the corporation or association, after cancellation 900
and prior to reinstatement of the articles of incorporation does 901
not constitute a failure to comply with division (A) of section 902
1701.88 or a violation of section 1701.97 of the Revised Code, if 903
the conditions set forth in divisions (B)(1)(a) and (b) of this 904
section are met. 905
(D) This section is remedial in nature and is to be 907
construed liberally to accomplish the purpose of providing full 908
reinstatement of a corporation's or association's articles of 909
incorporation retroactive, in accordance with this section, to 910
the time of the cancellation of the articles. 911
Sec. 1702.05. (A) Except as provided in this section and 921
in sections 1702.41 and 1702.45 of the Revised Code, the 922
secretary of state shall not accept for filing in the secretary 923
of state's office any articles if the corporate name set forth in 925
the articles are IS not distinguishable upon the secretary of 927
state's records from the name of any other corporation, whether 928
21
nonprofit or for profit and whether that of a domestic or of a 929
foreign corporation authorized to do business in this state, FROM 930
THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED IN THE 931
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. OF THE 932
REVISED CODE, WHETHER DOMESTIC OR FOREIGN, or from any trade 933
name, the exclusive right to which is at the time in question 934
registered in the office of the secretary of state pursuant to 935
Chapter 1329. of the Revised Code. 936
(B) The secretary of state shall determine for purposes of 938
this section whether a name is "distinguishable" from another 939
name upon the secretary of state's records. Without excluding 941
other names that may not constitute distinguishable names in this 942
state, a name is not considered distinguishable from another name 943
for purposes of this section solely because it differs from the 944
other name in only one or more of the following manners: 945
(1) The use of the word "corporation," "company," 947
"incorporated," "limited," or any abbreviation of any of those 949
words; 950
(2) The use of any article, conjunction, contraction, 952
abbreviation, or punctuation; 953
(3) The use of a different tense or number of the same 955
word. 956
(C) A corporation may apply to the secretary of state for 958
authorization to use a name that is not distinguishable upon the 959
secretary of state's records from the name of any other 960
corporation OR ANY LIMITED LIABILITY COMPANY, or from a 961
registered trade name, if there also is filed in the office of 963
the secretary of state, on a form prescribed by the secretary of 964
state, the consent of the other corporation, THE LIMITED 965
LIABILITY COMPANY, or, in the case of a registered trade name, 966
the person to whom is registered the exclusive right to use the 967
name, which consent is evidenced in a writing signed by any 968
authorized officer of the other corporation, ANY AUTHORIZED 969
MEMBER, MANAGER, OR OTHER REPRESENTATIVE OF THE LIMITED LIABILITY 970
22
COMPANY, or any authorized party REPRESENTATIVE of the other 972
person.
(D) In case of judicial sale or judicial transfer, by sale 974
or transfer of good will or otherwise, of the right to use the 975
name of a nonprofit corporation or corporation for profit, 976
whether that of a domestic corporation or of a foreign 977
corporation authorized to exercise its corporate privileges in 978
this state or to do business in this state, the secretary of 979
state, at the instance of the purchaser or transferee of such 980
right, shall accept for filing articles of a corporation with a 981
name the same as or similar to the name of such other 982
corporation, if there also is filed in the office of the 983
secretary of state a certified copy of the decree or order of 984
court confirming or otherwise evidencing the purchase or 985
transfer. 986
(E) Any person who wishes to reserve a name for a proposed 988
new corporation, or any corporation intending to change its name, 989
may submit to the secretary of state a written application, on a 990
form prescribed by the secretary of state, for the exclusive 991
right to use a specified name as the name of a corporation. If 993
the secretary of state finds that, under this section, the 994
specified name is available for such use, the secretary of state 995
shall endorse his or her approval upon and file such application, 997
and, from the date of such endorsement FILING, such applicant 998
shall have the exclusive right for sixty days to use the 1,000
specified name as the name of a corporation, counting the date of 1,001
such endorsements FILING as the first of the sixty days. The 1,003
right so obtained may be transferred by the applicant or other 1,004
holder of the right by the filing in the office of the secretary 1,005
of state OF a written transfer, ON A FORM PRESCRIBED BY THE 1,006
SECRETARY OF STATE, stating the name and address of the 1,008
transferee.
(F) For filing under this section any application or other 1,010
document, other than articles or a consent to the use of a name, 1,011
23
the secretary of state shall charge and collect a fee of five 1,012
dollars. 1,013
Sec. 1702.07. (A) When articles of incorporation and 1,023
other certificates relating to the corporation are filed with 1,024
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 1,026
shall, if he finds AFTER FINDING that they comply with the 1,027
provisions of sections 1702.01 to 1702.58, inclusive, of the 1,029
Revised Code, endorse thereon his approval, the date of filing, a 1,031
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 1,032
FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 1,033
microfilm or by any authorized photostatic OR DIGITIZED process. 1,034
The articles or other certificate certified by EVIDENCE OF the 1,036
secretary of state FILING shall be returned to the person filing 1,037
said THE articles or certificate. 1,038
(B) All persons shall have the opportunity of acquiring 1,040
knowledge of the contents of the articles and other certificates 1,041
filed and recorded in the office of the secretary of state, but 1,042
no person dealing with the corporation shall be charged with 1,043
constructive notice of the contents of any such articles or 1,044
certificates by reason of such filing or recording.
Sec. 1702.43. (A) Upon such adoption BY EACH CONSTITUENT 1,054
CORPORATION OF AN AGREEMENT OF MERGER OR CONSOLIDATION PURSUANT 1,055
TO SECTION 1702.41, 1702.42, OR 1702.45 OF THE REVISED CODE, a 1,056
certificate OF MERGER OR CONSOLIDATION, signed by any authorized 1,057
officer REPRESENTATIVE of each constituent corporation and 1,058
containing either a signed agreement or a copy thereof and a 1,059
statement by such officer of each constituent corporation of the 1,060
manner of its adoption by such corporation, shall be filed with 1,061
the secretary of state. THE CERTIFICATE SHALL BE ON A FORM 1,062
PRESCRIBED BY THE SECRETARY OF STATE AND SHALL SET FORTH ONLY THE
INFORMATION REQUIRED BY THIS SECTION. 1,064
(1) THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL SET 1,066
FORTH ALL OF THE FOLLOWING: 1,067
24
(a) THE NAME OF EACH CONSTITUENT ENTITY AND THE STATE 1,069
UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTS; 1,070
(b) A STATEMENT THAT EACH CONSTITUENT ENTITY HAS COMPLIED 1,072
WITH ALL OF THE LAWS UNDER WHICH IT EXISTS AND THAT THE LAWS 1,073
PERMIT THE MERGER OR CONSOLIDATION; 1,074
(c) THE NAME AND MAILING ADDRESS OF THE PERSON OR ENTITY 1,076
THAT IS TO PROVIDE, IN RESPONSE TO ANY WRITTEN REQUEST MADE BY A 1,077
MEMBER OR OTHER PERSON, A COPY OF THE AGREEMENT OF MERGER OR 1,078
CONSOLIDATION;
(d) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION, 1,080
WHICH DATE MAY BE ON OR AFTER THE DATE OF THE FILING OF THE 1,081
CERTIFICATE;
(e) THE SIGNATURE OF THE REPRESENTATIVE OR REPRESENTATIVES 1,083
AUTHORIZED TO SIGN THE CERTIFICATE ON BEHALF OF EACH CONSTITUENT 1,084
ENTITY AND THE OFFICE EACH REPRESENTATIVE AUTHORIZED TO SIGN 1,085
HOLDS OR THE CAPACITY IN WHICH THE REPRESENTATIVE IS ACTING; 1,086
(f) A STATEMENT THAT THE AGREEMENT OF MERGER OR 1,088
CONSOLIDATION IS AUTHORIZED ON BEHALF OF EACH CONSTITUENT ENTITY 1,089
AND THAT THE PERSONS WHO SIGNED THE CERTIFICATE ON BEHALF OF EACH 1,090
ENTITY ARE AUTHORIZED TO DO SO;
(g) IN THE CASE OF A MERGER, A STATEMENT THAT ONE OR MORE 1,092
SPECIFIED CONSTITUENT ENTITIES WILL BE MERGED INTO A SPECIFIED 1,093
SURVIVING ENTITY OR, IN THE CASE OF A CONSOLIDATION, A STATEMENT 1,094
THAT THE CONSTITUENT ENTITIES WILL BE CONSOLIDATED INTO A NEW 1,095
ENTITY;
(h) IN THE CASE OF A MERGER, IF THE SURVIVING ENTITY IS A 1,097
FOREIGN ENTITY NOT LICENSED TO TRANSACT BUSINESS IN THIS STATE, 1,098
THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM ANY 1,099
PROCESS, NOTICE, OR DEMAND MAY BE SERVED;
(i) IN THE CASE OF A CONSOLIDATION, THE NAME AND ADDRESS 1,101
OF THE STATUTORY AGENT UPON WHOM ANY PROCESS, NOTICE, OR DEMAND 1,102
AGAINST ANY CONSTITUENT ENTITY OR THE NEW ENTITY MAY BE SERVED. 1,103
(2) IN THE CASE OF A CONSOLIDATION INTO A NEW DOMESTIC 1,105
CORPORATION, THE CERTIFICATE OF CONSOLIDATION SHALL BE 1,106
25
ACCOMPANIED BY A COPY OF THE ARTICLES OF INCORPORATION OF THE NEW 1,107
DOMESTIC CORPORATION.
(3) IN THE CASE OF A MERGER INTO A DOMESTIC CORPORATION, 1,109
THE CERTIFICATE OF MERGER SHALL BE ACCOMPANIED BY A COPY OF ANY 1,110
AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE SURVIVING 1,111
DOMESTIC CORPORATION.
(4) IF THE SURVIVING OR NEW ENTITY IS A FOREIGN ENTITY 1,113
THAT DESIRES TO TRANSACT BUSINESS IN THIS STATE AS A FOREIGN 1,114
CORPORATION, THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL 1,115
CONTAIN A STATEMENT TO THAT EFFECT AND A STATEMENT WITH RESPECT 1,116
TO THE APPOINTMENT OF THE STATUTORY AGENT AND WITH RESPECT TO THE 1,117
CONSENT TO SERVICE OF ANY PROCESS, NOTICE, OR DEMAND UPON THAT
STATUTORY AGENT OR THE SECRETARY OF STATE, AS REQUIRED WHEN A 1,118
FOREIGN CORPORATION APPLIES FOR A CERTIFICATE AUTHORIZING IT TO 1,119
TRANSACT BUSINESS IN THIS STATE. 1,120
(5) IF A DOMESTIC OR FOREIGN CORPORATION LICENSED TO 1,122
TRANSACT BUSINESS IN THIS STATE IS A CONSTITUENT ENTITY AND THE 1,123
SURVIVING OR NEW ENTITY RESULTING FROM THE MERGER OR 1,124
CONSOLIDATION IS NOT A DOMESTIC OR FOREIGN CORPORATION THAT IS TO 1,125
BE LICENSED TO TRANSACT BUSINESS IN THIS STATE, THE CERTIFICATE
OF MERGER OR CONSOLIDATION SHALL BE ACCOMPANIED BY THE 1,126
AFFIDAVITS, RECEIPTS, CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY 1,127
DIVISION (G) OF SECTION 1702.47 OF THE REVISED CODE, WITH RESPECT 1,128
TO EACH DOMESTIC CORPORATION, AND BY THE AFFIDAVITS, RECEIPTS, 1,129
CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY DIVISION (C) OR (D) 1,130
OF SECTION 1703.17 OF THE REVISED CODE, WITH RESPECT TO EACH
FOREIGN CONSTITUENT CORPORATION LICENSED TO TRANSACT BUSINESS IN 1,131
THIS STATE.
(B) IF ANY CONSTITUENT ENTITY IN A MERGER OR CONSOLIDATION 1,133
IS ORGANIZED OR FORMED UNDER THE LAWS OF A STATE OTHER THAN THIS 1,134
STATE OR UNDER ANY CHAPTER OF THE REVISED CODE OTHER THAN THIS 1,135
CHAPTER, THERE ALSO SHALL BE FILED IN THE PROPER OFFICE ALL 1,136
DOCUMENTS THAT ARE REQUIRED TO BE FILED IN CONNECTION WITH THE 1,137
MERGER OR CONSOLIDATION BY THE LAWS OF THAT STATE OR BY THAT
26
CHAPTER.
(B)(C) Upon such THE filing OF A CERTIFICATE OF MERGER OR 1,140
CONSOLIDATION AND OTHER FILINGS AS DESCRIBED IN DIVISION (B) OF 1,141
THIS SECTION, or at such ANY later date as the agreement 1,143
CERTIFICATE OF MERGER OR CONSOLIDATION specifies, the merger or 1,144
consolidation shall become effective. 1,145
(C) A copy of such agreement, certified by the(D) THE 1,147
secretary of state, may be filed for record in the office of the 1,148
county recorder of any county in this state, and for such SHALL 1,150
FURNISH, UPON REQUEST AND PAYMENT OF A FEE OF TEN DOLLARS, A
CERTIFICATE SETTING FORTH THE NAME OF EACH CONSTITUENT ENTITY AND 1,151
THE STATE UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTED PRIOR 1,152
TO THE MERGER OR CONSOLIDATION, THE NAME OF THE SURVIVING OR NEW 1,153
ENTITY AND THE STATE UNDER WHOSE LAWS THE SURVIVING ENTITY EXISTS 1,154
OR THE NEW ENTITY IS TO EXIST, THE DATE OF FILING OF THE 1,155
CERTIFICATE OF MERGER OR CONSOLIDATION WITH THE SECRETARY OF
STATE, AND THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION. 1,156
THE CERTIFICATE OF THE SECRETARY OF STATE OR A COPY OF THE MERGER 1,157
OR CONSOLIDATION CERTIFIED BY THE SECRETARY OF STATE MAY BE FILED 1,158
FOR RECORD IN THE OFFICE OF THE RECORDER OF ANY COUNTY IN THIS 1,159
STATE AND, IF FILED, SHALL BE RECORDED IN THE RECORDS OF DEEDS 1,160
FOR THAT COUNTY. FOR THAT recording, the county recorder shall 1,162
charge and collect the same fee as in the case of deeds. Such 1,163
copy shall be recorded in the records of deeds. 1,164
Sec. 1702.46. (A) Upon the filing of the agreement 1,174
CERTIFICATE of merger or consolidation in compliance with the 1,175
laws of each state under the laws of which any constituent 1,176
corporation exists, or at such later date as the agreement 1,177
CERTIFICATE specifies, the merger or consolidation shall become 1,178
effective.
(B) The effect of such merger or consolidation, if the 1,180
surviving or new corporation is to be a domestic corporation, 1,181
shall be the same as in the case of the merger or consolidation 1,182
of domestic corporations. If the surviving or new corporation is 1,183
27
to be a foreign corporation:
(1) The surviving or new corporation shall thenceforth be 1,185
liable for all the obligations of each of the constituent 1,186
corporations;
(2) All the rights of creditors of each constituent 1,188
corporation shall be preserved unimpaired, and all liens upon the 1,189
property of any of the constituent corporations shall be 1,190
preserved unimpaired, limited in lien to the property affected by 1,191
such liens immediately prior to the effective date of the merger 1,192
or consolidation;
(3) The effect of such merger or consolidation shall, in 1,194
all other respects, be the same as in the case of the merger or 1,195
consolidation of domestic corporations except in so far as the 1,196
laws of such other state otherwise provide. 1,197
(C) If the surviving or new corporation is to be a foreign 1,199
corporation and if the agreement CERTIFICATE states that the 1,200
surviving or new corporation desires to exercise its corporate 1,202
privileges in this state as a foreign corporation in a continual 1,203
course of transactions, the surviving or new corporation shall,
when the merger or consolidation becomes effective, be deemed to 1,204
have complied with the requirements for procuring a certificate 1,205
authorizing it to do so, and a copy of the agreement CERTIFICATE 1,206
of merger or consolidation, certified by the secretary of state 1,207
of this state, shall be considered and accepted as the license 1,208
certificate prescribed by the laws of this state for a foreign 1,209
corporation exercising its corporate privileges in this state in
a continual course of transactions. 1,210
Sec. 1702.59. Every nonprofit corporation, incorporated 1,220
under the general corporation laws of this state, or previous 1,221
laws, or under special provisions of the Revised Code, or created 1,222
before September 1, 1851, which corporation has expressedly or 1,223
impliedly elected to be governed by the laws passed since that 1,224
date, and whose articles or other documents are filed with the 1,225
secretary of state, shall file with the secretary of state a 1,226
28
verified statement of continued existence, signed by a trustee, 1,227
officer, or three members in good standing, setting forth the 1,228
corporate name, the place where the principal office of the 1,229
corporation is located, the date of incorporation, the fact that 1,230
the corporation is still actively engaged in exercising its 1,231
corporate privileges, and the name and address of its agent 1,232
appointed pursuant to section 1702.06 of the Revised Code. 1,233
The first statement of continued existence required by this 1,235
section shall be filed with the secretary of state on or before 1,236
March 31, 1958. Thereafter, each corporation required to file 1,237
such statement shall file it with the secretary of state within 1,238
each five years after the date of incorporation or of the last 1,239
corporate filing. For filing such statements of continued 1,240
existence, the secretary of state shall charge and collect a fee 1,241
of five dollars. 1,242
Corporations specifically exempted by division (N) of 1,244
section 1702.06 of the Revised Code, or whose activities are 1,245
regulated or supervised by another state official, agency, 1,246
bureau, department, or commission are exempted from this section. 1,247
The secretary of state shall give notice in writing and 1,249
provide a form for compliance with this section to each 1,250
corporation required by this section to file the statement of 1,251
continued existence, such notice and form to be mailed to the 1,252
last known address of the corporation as it appears on the 1,253
records of the secretary of state or which he THE SECRETARY OF 1,254
STATE may ascertain upon a reasonable search. 1,256
In the event any nonprofit corporation required by this 1,258
section to file a statement of continued existence fails to file 1,259
the first statement, or after filing the first statement fails to 1,260
file the statement required every fifth year, then the secretary 1,261
of state shall cancel the articles of such corporation, make a 1,262
notation of the cancellation on his THE records, and mail to the 1,263
corporation a certificate of his THE action so taken. 1,264
A corporation whose articles have been canceled may be 1,266
29
reinstated by filing an application for reinstatement and paying 1,267
to the secretary of state a fee of ten dollars. THE NAME OF A 1,268
CORPORATION WHOSE ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED 1,269
FOR A PERIOD OF ONE YEAR AFTER THE DATE OF CANCELLATION. If the 1,270
reinstatement is not made within one year from the date of the 1,271
cancellation of its articles of incorporation and it appears that 1,272
articles of incorporation have been issued to a corporation of 1,273
the same or similar CORPORATE name, LIMITED LIABILITY COMPANY 1,274
NAME, OR TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT 1,275
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN SECTION 1702.06 OF 1,276
THE REVISED CODE, the applicant for reinstatement shall be 1,278
required by the secretary of state, as a condition prerequisite 1,279
to such reinstatement, to amend its articles by changing its 1,280
name. A certificate of reinstatement may be filed in the 1,281
recorder's office of any county in the state, for which the 1,282
recorder shall charge and collect a fee of one dollar. The
rights, privileges, and franchises of a corporation whose 1,283
articles have been reinstated are subject to section 1702.60 of 1,284
the Revised Code.
The secretary of state shall furnish the tax commissioner a 1,286
list of all corporations failing to file the required first 1,287
statement of continued existence, and thereafter shall furnish a 1,288
list of corporations failing to file the subsequent statement of 1,289
continued existence. 1,290
Sec. 1702.60. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 1,300
THIS DIVISION, UPON reinstatement of a corporation's articles of 1,302
incorporation in accordance with section 1702.06, 1702.59, or 1,303
1724.06 of the Revised Code, the rights, privileges, and 1,304
franchises, including all real or personal property rights and 1,305
credits and all contract and other rights, of the corporation
existing at the time its articles of incorporation were canceled 1,306
shall be fully vested in the corporation as if the articles had 1,307
not been canceled, and the corporation shall again be entitled to 1,308
exercise the rights, privileges, and franchises authorized by its 1,309
30
articles of incorporation. THE NAME OF A CORPORATION WHOSE 1,310
ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE 1,311
YEAR AFTER THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT 1,312
MADE WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 1,313
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 1,314
LIMITED LIABILITY NAME, OR TRADE NAME HAS BEEN FILED, THE NAME OF 1,315
WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN 1,316
SECTION 1702.05 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL
REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 1,317
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 1,318
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's articles in 1,320
accordance with section 1702.06, 1702.59, or 1724.06 of the 1,321
Revised Code, both of the following apply to the exercise or 1,322
attempt to exercise any rights, privileges, or franchises, 1,323
including entering into or performing any contracts, on behalf of 1,324
the corporation by an officer, agent, or employee of the 1,325
corporation, after cancellation and prior to reinstatement of the 1,326
articles of incorporation: 1,327
(1) The exercise or attempt to exercise any rights, 1,329
privileges, or franchises on behalf of the corporation by the 1,330
officer, agent, or employee of the corporation has the same force 1,331
and effect that the exercise or attempt to exercise the right, 1,332
privilege, or franchise would have had if the corporation's 1,333
articles had not been canceled, if both of the following apply: 1,334
(a) The exercise or attempt to exercise the right, 1,336
privilege, or franchise was within the scope of the corporation's 1,337
articles of incorporation that existed prior to cancellation; 1,338
(b) The officer, agent, or employee had no knowledge that 1,340
the corporation's articles of incorporation had been canceled. 1,341
(2) The corporation is liable exclusively for the exercise 1,343
or attempt to exercise any rights, privileges, or franchises on 1,344
behalf of the corporation by an officer, agent, or employee of 1,345
the corporation, if the conditions set forth in divisions 1,346
31
(B)(1)(a) and (b) of this section are met. 1,347
(C) Upon reinstatement of a corporation's articles of 1,349
incorporation in accordance with section 1702.06, 1702.59, or 1,350
1724.06 of the Revised Code, the exercise or attempt to exercise 1,351
any rights, privileges, or franchises on behalf of the 1,352
corporation by an officer, agent, or employee of the corporation, 1,353
after cancellation and prior to reinstatement of the articles of 1,354
incorporation does not constitute a failure to comply with 1,355
division (A) of section 1702.49 or a violation of section 1702.57 1,356
of the Revised Code, if the conditions set forth in divisions 1,357
(B)(1)(a) and (b) of this section are met. 1,358
(D) This section is remedial in nature and is to be 1,360
construed liberally to accomplish the purpose of providing full 1,361
reinstatement of a corporation's articles of incorporation 1,362
retroactive, in accordance with this section, to the time of the 1,363
cancellation of the articles. 1,364
Sec. 1703.04. (A) To procure a license to transact 1,374
business in this state, a foreign corporation for profit shall 1,375
file with the secretary of state a certificate of good standing 1,376
or subsistence, dated not earlier than sixty NINETY days prior to 1,378
the filing of the application, under the seal of the secretary of 1,379
state, or other proper official, of the state under the laws of 1,380
which said corporation was incorporated, setting forth: 1,381
(1) The exact corporate title; 1,383
(2) The date of incorporation; 1,385
(3) The fact that the corporation is in good standing or 1,387
is a subsisting corporation. 1,388
(B) To procure such a license, such corporation also shall 1,391
file with the secretary of state an application in such form as 1,392
the secretary of state prescribes, verified by the oath of any 1,393
authorized officer of such corporation, setting forth, but not 1,394
limited to:
(1) The name of the corporation and, if its corporate name 1,396
is not available, the trade name under which it will do business 1,397
32
in this state; 1,398
(2) The name of the state under the laws of which it was 1,400
incorporated; 1,401
(3) The location and complete address of its principal 1,403
office; 1,404
(4) The name of the county and the municipal corporation 1,406
or township in which its principal office within this state, if 1,407
any, is to be located; 1,408
(5) The appointment of a designated agent and the complete 1,410
address of such agent; 1,411
(6) The irrevocable consent of such corporation to service 1,413
of process on such agent so long as the authority of such agent 1,414
continues and to service of process upon the secretary of state 1,415
in the events provided for in section 1703.19 of the Revised 1,416
Code; 1,417
(7) A brief summary of the corporate purposes to be 1,419
exercised within this state. 1,420
(C) Upon the filing by a foreign corporation for profit of 1,422
an application for a license to transact business in this state, 1,423
the corporation shall pay a filing fee of one hundred dollars to 1,424
the secretary of state. 1,425
(D) No such application for a license shall be accepted 1,427
for filing if it appears that the name of the foreign corporation 1,428
is prohibited by law or is not distinguishable upon the records 1,429
in the office of the secretary of state from the name of any 1,430
other corporation, whether nonprofit or for profit and whether 1,431
that of a domestic corporation or of a foreign corporation 1,432
authorized to transact business in this state, THE NAME OF A 1,433
LIMITED LIABILITY COMPANY REGISTERED IN THE OFFICE OF THE 1,434
SECRETARY OF STATE PURSUANT TO CHAPTER 1705. OF THE REVISED CODE, 1,435
WHETHER DOMESTIC OR FOREIGN, or a trade name, the exclusive right 1,437
to which is at the time in question registered in the manner 1,438
provided in Chapter 1329. of the Revised Code unless there also 1,439
is filed with the secretary of state, on a form prescribed by the 1,440
33
secretary of state, the consent of the other corporation, LIMITED 1,441
LIABILITY COMPANY, or person to the use of the name, evidenced in 1,443
a writing signed by any authorized officer of the other 1,444
corporation or authorized party MEMBER, MANAGER, OR OTHER
REPRESENTATIVE OF THE LIMITED LIABILITY COMPANY, OR ANY 1,445
AUTHORIZED REPRESENTATIVE of the other person owning the 1,447
exclusive right to the registered trade name. Notwithstanding 1,448
the prior sentence, if an application for a license is not 1,449
acceptable for filing solely because the name of the foreign 1,450
corporation is not distinguishable from the name of another 1,451
corporation or registered trade name, the foreign corporation may 1,452
be authorized to transact business in this state by filing with 1,453
the secretary of state, in addition to those items otherwise 1,454
prescribed by this section, a statement signed by an authorized 1,455
officer directing the foreign corporation to make application for 1,456
a license to transact business in this state under an assumed 1,457
business name or names that comply with the requirements of this 1,458
division and stating that the foreign corporation will transact 1,459
business in this state only under the assumed name or names. The 1,460
application for a license shall be on a form prescribed by the 1,461
secretary of state.
Sec. 1703.15. No foreign corporation shall transact in 1,470
this state any business that could not be lawfully transacted by 1,471
a domestic corporation. Whenever the secretary of state finds 1,472
that a foreign corporation licensed to transact business in this 1,473
state is transacting in this state a business that a domestic 1,474
corporation could not lawfully transact, is transacting business 1,475
in this state in a corporate name that is not readily 1,476
distinguishable from the name of every other corporation OR EVERY 1,477
LIMITED LIABILITY COMPANY, domestic or foreign, OR EVERY TRADE 1,479
NAME, REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE, 1,480
theretofore authorized to transact business in this state, 1,481
without the consent of the other corporation, LIMITED LIABILITY 1,482
COMPANY, OR TRADE NAME REGISTRANT, evidenced by a resolution of 1,483
34
its board of directors certified by its secretary or assistant 1,484
secretary and IN WRITING filed with the secretary of state 1,486
PURSUANT TO SECTION 1703.04 OF THE REVISED CODE, or has failed,
after the death or resignation of its designated agent or his THE 1,488
DESIGNATED AGENT'S removal from this state, to designate another 1,490
agent as required by section 1703.041 of the Revised Code, the 1,491
secretary of state shall give notice thereof by certified mail to 1,492
the corporation, and unless such failure is cured within thirty 1,493
days after the mailing by the secretary of state of the notice or 1,494
within such further period as the secretary of state grants, the 1,495
secretary of state shall, upon the expiration of such period, 1,496
cancel the license of the foreign corporation to transact 1,497
business in this state, give notice of the cancellation to the 1,498
corporation by mail, and make a notation of the cancellation on 1,499
his THE SECRETARY OF STATE'S records.
A FOREIGN CORPORATION WHOSE LICENSE HAS BEEN CANCELED MAY 1,502
BE REINSTATED UPON ITS FILING WITH THE SECRETARY OF STATE, ON A 1,503
FORM PRESCRIBED BY THE SECRETARY OF STATE, AN APPLICATION FOR 1,504
REINSTATEMENT ACCOMPANIED BY A FEE OF TEN DOLLARS. IF THE
APPLICATION FOR REINSTATEMENT IS SUBMITTED IN A TAX YEAR OR 1,505
CALENDAR YEAR OTHER THAN THAT IN WHICH THE CANCELLATION OCCURRED, 1,507
THE APPLICATION SHALL ALSO BE ACCOMPANIED BY A CERTIFICATE OF 1,508
REINSTATEMENT ISSUED BY THE DEPARTMENT OF TAXATION. THE NAME OF 1,509
A CORPORATION WHOSE LICENSE HAS BEEN CANCELED PURSUANT TO THIS 1,510
SECTION SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER THE DATE 1,511
OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE WITHIN ONE 1,513
YEAR AFTER THE DATE OF CANCELLATION OF THE FOREIGN LICENSE AND IT 1,514
APPEARS THAT A CORPORATE NAME, LIMITED LIABILITY COMPANY NAME, OR 1,515
TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT 1,516
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN DIVISION (D) OF 1,517
SECTION 1703.04 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL 1,520
REQUIRE THE APPLICANT FOR THE REINSTATEMENT, AS A CONDITION 1,521
PREREQUISITE TO SUCH REINSTATEMENT, TO APPLY FOR AUTHORIZATION TO 1,522
TRANSACT BUSINESS IN THIS STATE UNDER AN ASSUMED NAME. 1,523
35
Sec. 1703.19. The secretary of state shall be the agent of 1,532
any foreign corporation licensed to do business in this state, 1,533
upon whom process against it from any court in this state or from 1,534
any public authorities may be served within this state if the 1,535
designated agent cannot be found, if the corporation has failed 1,536
to designate another agent when required to do so under sections 1,537
1703.01 to 1703.31 of the Revised Code, or if the license of a 1,538
corporation to do business in this state has expired or has been 1,539
canceled. Pursuant to such service, suit may be brought in the 1,540
county where the principal office of the corporation in this 1,541
state is or was located, or in any county in which the cause of 1,542
action arose. Such service shall be made upon the secretary of 1,543
state by leaving with him THE SECRETARY OF STATE, or with an 1,544
assistant secretary of state, triplicate QUADRUPLICATE copies of 1,546
such process and a fee of five dollars which shall be included as 1,548
taxable costs in case of judicial proceedings. Upon receipt of 1,549
such process and fee the secretary of state shall forthwith give 1,550
notice to the corporation, both at its principal office and, at 1,551
its principal office in this state, AND AT ANY DIFFERENT ADDRESS 1,552
SHOWN ON ITS LAST FRANCHISE TAX REPORT FILED IN THIS STATE, of 1,553
the service of such process, shall forward BY FORWARDING to each 1,554
of such offices by certified mail, with request for return 1,556
receipt, a copy of such process, and shall retain a copy of such 1,557
process in his THE SECRETARY OF STATE'S files.
The secretary of state shall keep a record of any such 1,559
process served upon him THE SECRETARY OF STATE and shall record 1,560
therein the time of such service and his THE SECRETARY OF STATE'S 1,562
action thereafter with respect to it. 1,563
This section does not affect any right to serve process 1,565
upon a foreign corporation in any other manner permitted by law. 1,566
Sec. 1705.05. (A) The name of a limited liability company 1,575
shall include the words, "limited liability company," without 1,576
abbreviation or shall include one of the following abbreviations: 1,577
"LLC," "L.L.C.," "limited," "ltd.," or "ltd". 1,578
36
(B)(1) Except as provided in this section and in sections 1,580
1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised 1,581
Code, the secretary of state shall not accept for filing in the 1,583
secretary of state's office the articles of organization of a
limited liability company if the company name set forth in the 1,585
articles is not distinguishable on the records of the secretary 1,586
of state from the name of either ANY of the following: 1,587
(a) Any other limited liability company, whether the name 1,589
is of a domestic limited liability company or of a foreign 1,590
limited liability company registered as a foreign limited 1,591
liability company under this chapter; 1,592
(b) Any corporation, whether the name is of a domestic 1,594
corporation or of a foreign corporation holding a license as a 1,595
foreign corporation under the laws of this state; 1,596
(c) ANY TRADE NAME FOR WHICH THE EXCLUSIVE RIGHT, AT THE 1,598
TIME IN QUESTION, IS REGISTERED IN THE OFFICE OF THE SECRETARY OF 1,600
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 1,601
(2) The secretary of state may accept for filing in the 1,603
secretary of state's office the articles of organization of a 1,605
limited liability company whose name set forth in the articles is 1,606
not distinguishable on the records of the secretary of state from 1,607
ANY TRADE NAME OR the name of another limited liability company, 1,608
OR corporation, or limited partnership if there also is filed in 1,609
the secretary of state's office the consent of the other limited 1,611
liability company, OR corporation, or limited partnership, IN THE 1,613
CASE OF A REGISTERED TRADE NAME, THE PERSON TO WHOM IS REGISTERED 1,614
THE EXCLUSIVE RIGHT to the use of the particular name. 1,615
(C) A consent given by a limited liability company, 1,617
CORPORATION, OR PERSON TO WHOM IS REGISTERED THE EXCLUSIVE RIGHT 1,618
TO USE A TRADE NAME to the use of a name by another A limited 1,620
liability company shall be in the form of an instrument, 1,621
prescribed by the secretary of state, that is signed by an 1,622
authorized member, manager, or other representative of the
consenting limited liability company, BY ANY AUTHORIZED OFFICER 1,623
37
OF A CORPORATION, OR BY THE PERSON OR ANY AUTHORIZED 1,624
REPRESENTATIVE OF THE PERSON TO WHOM THE TRADE NAME IS 1,625
REGISTERED.
(D) If a judicial sale or a judicial transfer by sale, 1,627
transfer of good will, or otherwise involves the right to use the 1,628
name of a domestic limited liability company or of a foreign 1,629
limited liability company registered as a foreign limited 1,630
liability company under this chapter, then, at the request of the 1,631
purchaser or transferee of that right, the secretary of state 1,632
shall accept for filing articles of organization of a limited 1,633
liability company with a name that is the same as or similar to 1,634
the name of the other limited liability company if there also is 1,635
filed in the secretary of state's office a certified copy of the 1,637
court order or decree that confirms or otherwise evidences the 1,638
purchase or transfer.
(E) Any person that wishes to reserve a name for a 1,640
proposed new limited liability company or any limited liability 1,641
company that intends to change its name may submit to the 1,642
secretary of state, on a form prescribed by the secretary of 1,643
state, a written application for the exclusive right to use a 1,645
specified name as the name of the company. If the secretary of 1,646
state finds, consistent with this section, that the specified 1,647
name is available for use, the secretary of state shall endorse 1,648
the secretary of state's approval upon and file the application. 1,649
From the date of the endorsement FILING, the applicant has the 1,650
exclusive right for sixty days to use the specified name as the 1,652
name of the limited liability company, counting the date of the 1,653
endorsement FILING as the first of the sixty days. The right so 1,655
obtained may be transferred by the applicant or other holder of 1,656
the right by filing in the office of the secretary of state a 1,657
written transfer, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, 1,658
that states the name and address of the transferee. 1,659
(F) The secretary of state shall charge and collect a fee 1,661
of five dollars for filing under this section any application or 1,662
38
document other than articles of organization or a consent to the 1,663
use of a name. 1,664
Sec. 1705.07. (A) If articles of organization or another 1,674
certificate OTHER CERTIFICATES relating to a limited liability 1,675
company is filed with ARE SUBMITTED TO the secretary of state and 1,677
he THE SECRETARY OF STATE finds that it complies THEY COMPLY with 1,678
this chapter, he THE SECRETARY OF STATE shall endorse on ACCEPT 1,680
the document the date of its ARTICLES OR OTHER CERTIFICATES FOR 1,681
filing and a file number and shall make a copy of the endorsed 1,682
document ARTICLES OR OTHER CERTIFICATES for his THE SECRETARY OF 1,683
STATE'S records BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 1,684
DIGITIZED PROCESS. The document endorsed by EVIDENCE OF the 1,685
secretary of state FILING shall be returned to the person who 1,686
filed it.
(B) The secretary of state is not required to file any 1,688
document that relates to a limited liability company except 1,689
documents required to be filed under this chapter. The duties 1,690
imposed upon the secretary of state by this chapter are 1,691
ministerial. The secretary of state shall not make any 1,692
determination regarding the legal sufficiency of any document 1,693
that is presented for filing under this chapter, and that appears 1,694
on its face to be legally sufficient. 1,695
(C) No person dealing with a limited liability company is 1,697
charged with constructive notice of the contents of any document 1,698
by reason of its filing with the secretary of state. 1,699
Sec. 1705.54. (A) Before transacting business in this 1,709
state, a foreign limited liability company shall register with 1,710
the secretary of state. The company shall register by submitting 1,711
to the secretary of state an application for registration as a 1,712
foreign limited liability company. The application shall be on a 1,713
form that is prescribed by the secretary of state, be signed by 1,714
an authorized representative of the company, and set forth all of 1,715
the following: 1,716
(1) The name of the company and, if different, the name 1,718
39
under which it is registered or organized in the state of its 1,719
organization; 1,720
(2) The state in which it was organized and the date of 1,722
its formation; 1,723
(3) The name and address of an agent for service of any 1,725
process, notice, or demand on the company. The appointed agent 1,726
shall be an individual who is a resident of this state, a 1,727
domestic corporation, or a foreign corporation that has a place 1,728
of business and is authorized to do business in this state. 1,729
(4) A statement that the secretary of state is appointed 1,731
the agent of the company for service of any process, notice, or 1,732
demand on the company if an agent is not appointed as described 1,733
in division (A)(3) of this section or if an agent is appointed 1,734
pursuant to that division but the authority of that agent has 1,735
been revoked or the agent cannot be found or served after the 1,736
exercise of reasonable diligence; 1,737
(5) An address to which interested persons may direct 1,739
requests for copies of the articles of organization, operating 1,740
agreement, bylaws, or other charter documents of the company. 1,741
(B) Upon receipt of an application for registration as a 1,743
foreign limited liability company and the filing fee required by 1,744
law, the secretary of state shall endorse on ACCEPT the 1,745
application the date of its FOR filing and a file number and 1,747
shall make a copy of the endorsed application for his THE 1,748
SECRETARY OF STATE'S records BY MICROFILM OR BY ANY AUTHORIZED
PHOTOSTATIC OR DIGITIZED PROCESS. The application as endorsed by 1,749
EVIDENCE OF the secretary of state FILING shall be returned to 1,751
the company or its representative.
(C) Upon being filed in accordance with division (B) of 1,753
this section, an application for registration as a foreign 1,754
limited liability company shall be deemed to be the certificate 1,755
of registration of the applicant as a foreign limited liability 1,756
company authorized to transact business in this state. 1,757
Sec. 1733.08. (A) When the articles and other documents 1,767
40
relating to the credit union have been filed with SUBMITTED TO 1,768
the secretary of state, he THE SECRETARY OF STATE shall note 1,770
ACCEPT the date of his approval ARTICLES AND OTHER DOCUMENTS for 1,771
filing, a file number, properly record the same, and properly 1,773
certify and return said articles BY MICROFILM OR BY ANY
AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE OF THE 1,774
FILING SHALL BE RETURNED to the credit union. 1,775
(B) The legal existence of the credit union shall begin 1,777
upon the filing of the articles with the secretary of state. 1,778
Sec. 1733.37. (A) If it appears that any credit union is 1,788
bankrupt or insolvent, that its shares are impaired, that it has 1,789
violated this chapter, or rules adopted by the superintendent of 1,790
credit unions, or that it is operating in an unsafe or unsound 1,791
manner, or if the credit union is experiencing a declining trend 1,792
in its financial condition and a majority of its board of 1,793
directors, by resolution, requests the issuance of an order under 1,794
this division, the superintendent may issue an order revoking the 1,795
credit union's articles of incorporation and appointing a 1,796
liquidating agent to liquidate the credit union in accordance 1,797
with this section. 1,798
(B) A credit union under order to liquidate or in the 1,800
course of liquidation, shall continue in existence for the 1,801
purpose of discharging its debts, collecting and distributing its 1,802
assets, and doing all acts required in order to wind up its 1,803
business, and may sue and be sued for the purpose of enforcing 1,804
such debts and obligations until its affairs are fully adjusted. 1,805
The board of directors, or in the case of involuntary 1,806
dissolution, the liquidating agent, shall use the assets of the 1,807
credit union to pay: first, expenses incidental to liquidation, 1,808
including any surety bond that may be required; second, any 1,809
liability due nonmembers; third, redemption of shares and share 1,810
accounts. Assets then remaining shall be distributed to the 1,811
members proportionately to the purchase price of shares held by 1,812
each member as of the date dissolving was voted, or the date of 1,813
41
suspension, as the case may be. 1,814
(C) As soon as the board or the liquidating agent 1,816
determines that all assets from which there is a reasonable 1,817
expectancy of realization have been liquidated and distributed as 1,818
set forth in this section, it shall execute a certificate of 1,819
dissolution on a form prescribed by the superintendent of credit 1,820
unions and file SUBMIT the certificate with TO the secretary of 1,822
state who shall, after filing or recording and indexing, forward 1,823
EVIDENCE OF the certificate FILING to the superintendent, 1,824
whereupon the credit union shall be dissolved. 1,826
(D) If the articles of a credit union have been canceled 1,828
for cause, or if a credit union has filed a certificate of 1,829
dissolution or has indicated an intention to file such 1,830
certificate, and the directors and officers of the credit union, 1,831
in the opinion of the superintendent, are not conducting the 1,832
liquidation proceedings in an expeditious, orderly, and efficient 1,833
manner or in the best interest of its members, the superintendent 1,834
may terminate the liquidation proceedings and issue an order 1,835
appointing a liquidating agent to liquidate the credit union in 1,836
accordance with this section. Such liquidating agent shall 1,837
furnish bond for the faithful discharge of his THE LIQUIDATING 1,838
AGENT'S duties in an amount to be approved by the superintendent. 1,840
(E) The liquidating agent may, under such rules as the 1,842
superintendent prescribes: 1,843
(1) Receive and take possession of the books, records, 1,845
assets, and property of every description of the credit union in 1,846
liquidation; sell, enforce collection of, and liquidate all such 1,847
assets and property; compound all bad or doubtful debts, sue in 1,848
the name of the credit union in liquidation, and defend such 1,849
actions as are brought against him as THE liquidating agent IN 1,851
THE CAPACITY AS SUCH or against the credit union; 1,852
(2) Receive, examine, and pass upon all claims against the 1,854
credit union in liquidation, including claims of members; 1,855
(3) Make distribution and payment to creditors and members 1,857
42
as their interests appear; 1,858
(4) Execute such documents and papers and do such other 1,860
acts as he THE LIQUIDATING AGENT deems necessary or desirable to 1,861
discharge his OFFICIAL duties. 1,862
(F) The expenses incurred by the liquidating agent in the 1,864
liquidation of the credit union include the compensation of the 1,865
liquidating agent and any other necessary or proper expenses 1,866
connected therewith, all of which shall be paid in order of 1,867
priority out of the property of such credit union in the hands of 1,868
the liquidating agent. Such expenses of liquidation, including 1,869
the compensation of the liquidating agent, are subject to 1,870
approval by the superintendent unless such agent is appointed by 1,871
the court. In no event shall the total of such expenses exceed 1,872
ten per cent of the assets of the credit union existing at the 1,873
date of the appointment of the liquidating agent, nor shall the 1,874
compensation of such agent exceed five per cent of such assets 1,875
upon such date or five thousand dollars, whichever is the lesser 1,876
amount. 1,877
(G) Subject to the prior approval of the superintendent, a 1,879
credit union may enter into a purchase and assumption agreement 1,880
to purchase any of the assets or assume any of the liabilities of 1,881
a credit union for which a liquidating agent has been appointed 1,882
by order of the superintendent in accordance with this section. 1,883
All persons, associations, and select groups eligible for 1,884
membership in the credit unions that are parties to the purchase 1,885
and assumption agreement shall be deemed to have a common bond of 1,886
association. The assumption of the field of membership may be 1,887
restricted, as specified in the purchase and assumption 1,888
agreement. 1,889
Sec. 1775.61. (A) To become a domestic limited liability 1,899
partnership, a partnership shall file with the secretary of state 1,901
a registration application on a form prescribed by the secretary 1,902
of state that contains only the following information:
(1) The name of the partnership; 1,904
43
(2) The address of the partnership's principal office, or, 1,906
if the partnership's principal office is not located in this 1,907
state, the address of the partnership office filing for 1,908
registration and the name and address of a statutory agent for 1,909
service of process within this state; 1,910
(3) A brief statement of the business in which the 1,912
partnership engages; 1,913
(4) A statement indicating that the partnership is 1,915
applying for status as a limited liability partnership; 1,917
(5) The effective date of the registration, which date may 1,919
be on or after the date of the filing of the registration 1,920
application.
(B) Every partnership filing a registration application 1,923
whose principal place of business is not in this state shall have 1,924
and maintain a statutory agent upon whom any process, notice, or 1,925
demand may be served. 1,926
(C) The registration application shall be executed by a 1,928
majority in interest of the partners or by one or more partners 1,929
authorized by the partnership to execute a registration 1,930
application. 1,931
(D) The registration application shall be accompanied by 1,934
the application fee specified in division (F) of section 111.16 1,935
of the Revised Code.
(E) The secretary of state shall register as a registered 1,937
limited liability partnership, any partnership that submits a 1,939
completed registration application with the required fee. 1,940
(F) If there has been substantial compliance by a 1,942
partnership with this chapter, the THE partnership becomes a 1,943
registered limited liability partnership upon filing its 1,944
completed registration application and the required fee with the 1,945
secretary of state or at any later date or time specified in the 1,946
registration application. A partnership continues to be a 1,948
limited liability partnership if the partnership has 1,949
substantially complied with the requirements of this chapter. 1,950
44
The status of a partnership as a limited liability partnership 1,951
shall not be adversely affected by minor errors or subsequent 1,952
changes in the information provided in a registration application 1,953
filed pursuant to division (A) of this section. 1,954
(G) IF ANY STATEMENT IN THE APPLICATION FOR REGISTRATION 1,956
OF A DOMESTIC LIMITED LIABILITY PARTNERSHIP WAS MATERIALLY FALSE 1,957
WHEN MADE OR IF ANY FACTS DESCRIBED HAVE CHANGED, THEREBY MAKING 1,958
THE APPLICATION INACCURATE IN ANY MATERIAL RESPECT, THE DOMESTIC 1,959
LIMITED LIABILITY PARTNERSHIP SHALL PROMPTLY FILE WITH THE 1,960
SECRETARY OF STATE A CERTIFICATE CORRECTING THE APPLICATION ON A
FORM PRESCRIBED BY THE SECRETARY OF STATE AND THE CERTIFICATE 1,961
SHALL BE SIGNED BY ONE OR MORE PARTNERS AUTHORIZED BY THE 1,962
PARTNERSHIP TO EXECUTE SUCH A STATEMENT OF CORRECTION. 1,963
(H) Registration as a domestic limited liability 1,966
partnership ceases if either of the following occurs: 1,968
(1) The registration is voluntarily withdrawn by filing 1,971
with the secretary of state, on a form prescribed by the
secretary of state, a written withdrawal notice executed by a 1,973
majority in interest of the partners or by one or more partners 1,974
authorized by the partnership to execute a withdrawal notice; 1,975
(2) The registration is canceled by the secretary of state 1,977
pursuant to section 1775.63 of the Revised Code. 1,978
(H) The secretary of state may provide forms for 1,980
registration applications. 1,981
Sec. 1775.64. (A) Before transacting business in this 1,992
state, a foreign limited liability partnership shall file a 1,993
registration application with the secretary of state. The
application shall be on a form prescribed by the secretary of 1,994
state and shall set forth only the following information: 1,995
(1) The name of the partnership; 1,997
(2) The jurisdiction pursuant to the laws of which it was 1,999
organized as a limited liability partnership; 2,001
(3) The address of its principal office or, if the 2,003
partnership's principal office is not located in this state, the 2,004
45
address of a registered office; 2,005
(4) The name and address of its agent for service of 2,007
process in this state; 2,008
(5) A brief statement of the business in which the 2,010
partnership engages. 2,011
(B) A registration application shall be accompanied by the 2,013
application fee specified in division (F) of section 111.16 of 2,014
the Revised Code. 2,015
(C) A foreign limited liability partnership transacting 2,018
business in this state shall comply with the name, CORRECTION, 2,019
and annual reporting requirements set forth in DIVISION (G) OF 2,020
SECTION 1775.61, division (B) of section 1775.62, and section 2,021
1775.63 of the Revised Code and shall comply with any statutory 2,023
or administrative registration or filing requirements governing 2,024
the specific type of business in which the partnership engages. 2,025
(D) The secretary of state shall register as a foreign 2,028
limited liability partnership, any foreign limited liability 2,029
partnership that submits a completed registration application
with the required fee. 2,030
(E) REGISTRATION AS A FOREIGN LIMITED LIABILITY 2,032
PARTNERSHIP CEASES IF EITHER OF THE FOLLOWING OCCURS: 2,033
(1) THE REGISTRATION IS VOLUNTARILY WITHDRAWN BY FILING 2,035
WITH THE SECRETARY OF STATE, ON A FORM PRESCRIBED BY THE 2,036
SECRETARY OF STATE, A WRITTEN WITHDRAWAL NOTICE SIGNED BY ONE OR 2,037
MORE PARTNERS AUTHORIZED BY THE PARTNERSHIP TO EXECUTE A 2,038
WITHDRAWAL NOTICE.
(2) THE REGISTRATION IS CANCELED BY THE SECRETARY OF STATE 2,040
PURSUANT TO SECTION 1775.63 OF THE REVISED CODE. 2,041
Sec. 1782.13. (A)(1) Subject to section 1782.63 of the 2,051
Revised Code, one signed copy of the certificate of limited 2,052
partnership, any certificate of amendment, cancellation, 2,053
amendment of certificate of cancellation, disclaimer of general 2,054
partner status, or cancellation of disclaimer of general partner 2,055
status, or any judicial decree of amendment or cancellation shall 2,056
46
be filed with the secretary of state. 2,057
(2) A person who executes a certificate as described in 2,059
division (A)(1) of this section as an agent or fiduciary is not 2,060
required to exhibit evidence of his THE PERSON'S authority as a 2,061
prerequisite to filing that certificate. 2,063
(3) Upon receipt of all filing fees required by law, the 2,065
secretary of state shall endorse upon ACCEPT a certificate or 2,066
other document executed as described in division (A)(1) of this 2,068
section the fact of FOR filing and a file number and shall make a 2,070
copy of the certificate or other document in legible handwriting, 2,072
typewriting, printing, BY microfilm, or by any other authorized 2,073
photostatic OR DIGITIZED process. The certificate EVIDENCE of 2,074
other document certified by the secretary of state FILING shall 2,075
be returned to the person filing the certificate or document. 2,077
(B) Upon the filing of a certificate of amendment or 2,079
judicial decree of amendment with the secretary of state, the 2,080
certificate of limited partnership shall be amended as set forth 2,082
in the certificate or decree of amendment. Upon the effective 2,083
date of a certificate of cancellation or a judicial decree of 2,084
cancellation, the certificate of limited partnership shall be 2,085
canceled.
(C) The duties imposed upon the secretary of state by this 2,087
chapter are ministerial. The secretary of state shall not make 2,088
any determination regarding the legal sufficiency of any 2,089
certificate or other document presented for filing that appears 2,090
on its face to be legally sufficient.
Sec. 1782.50. (A) Upon receipt of an application for 2,100
registration of a foreign limited partnership as described in 2,101
section 1782.49 of the Revised Code and all filing fees required 2,102
by law, the secretary of state shall endorse on ACCEPT the 2,103
application his FOR filing, the date of filing, and a file 2,105
number, and shall make a copy thereof in legible handwriting, 2,106
typewriting, printing, OF THE APPLICATION BY microfilm, or by any 2,107
authorized photostatic OR DIGITIZED process. The application 2,108
47
certified by EVIDENCE OF the secretary of state FILING shall be 2,109
returned to the person who filed it. 2,110
(B) Upon having been filed as provided in division (A) of 2,113
this section, an application for registration as a foreign
limited partnership shall be deemed to be the applicant's 2,114
certificate of registration as a foreign limited partnership in 2,115
this state. 2,116
Sec. 5733.22. (A) Any corporation whose articles of 2,125
incorporation or license certificate to do or transact business 2,126
in this state has expired or has been canceled or revoked by the 2,127
secretary of state as provided by law PURSUANT TO SECTION 5733.20 2,128
OF THE REVISED CODE for failure to make any report or return or 2,130
to pay any tax or fee, upon payment to the secretary of state of 2,131
any additional fees and penalties required to be paid to him THE 2,132
SECRETARY OF STATE, and upon the filing with the secretary of 2,133
state of a certificate from the tax commissioner that it has 2,134
complied with all the requirements of law as to franchise or
excise tax reports and paid all franchise or excise taxes, fees, 2,135
or penalties due thereon for every year of its delinquency, and 2,136
upon the payment to the secretary of state of an additional fee 2,137
of ten dollars, shall be reinstated and again entitled to 2,138
exercise its rights, privileges, and franchises in this state, 2,139
and the secretary of state shall cancel the entry of cancellation 2,140
or expiration to exercise its rights, privileges, and franchises. 2,141
(1) If the reinstatement is not made within one year from 2,143
the date of the cancellation of its articles of incorporation or 2,144
date of the cancellation or expiration of its license to do 2,145
business, and it appears that the articles of incorporation or a 2,146
license certificate has been issued to a corporation of the same 2,147
or similar name, the applicant for reinstatement shall be 2,148
required by the secretary of state, as a condition prerequisite 2,149
to such reinstatement, to amend its articles by changing its 2,150
name. A certificate of reinstatement may be filed in the 2,151
recorder's office of any county in the state, for which the 2,152
48
recorder shall charge and collect three dollars. 2,153
(2) If a domestic corporation applying for reinstatement 2,155
has not previously designated an agent upon whom process may be 2,156
served as required by section 1701.07 of the Revised Code, the 2,157
corporation shall at the time of reinstatement and as a 2,158
prerequisite thereto designate an agent in accordance with 2,159
section 1701.07 of the Revised Code. 2,160
Any officer, shareholder, creditor, or receiver of any such 2,162
corporation may at any time take all steps required by this 2,163
section to effect such reinstatement, and in such case the 2,164
designation of an agent upon whom process may be served shall not 2,165
be a prerequisite to the reinstatement of the corporation. 2,166
(B) The rights, privileges, and franchises of a 2,168
corporation whose articles of incorporation have been reinstated 2,169
in accordance with this section, are subject to section 1701.922 2,170
of the Revised Code.
(C) Notwithstanding a violation of section 5733.21 of the 2,172
Revised Code, upon reinstatement of a corporation's articles of 2,173
incorporation in accordance with this section, neither section 2,174
5733.20 nor section 5733.21 of the Revised Code shall be applied 2,175
to invalidate the exercise or attempt to exercise any right,
privilege, or franchise on behalf of the corporation by an 2,176
officer, agent, or employee of the corporation after cancellation 2,177
and prior to the reinstatement of the articles, if the conditions 2,178
set forth in divisions (B)(1)(a) and (b) of section 1701.922 of 2,179
the Revised Code are met.
Section 2. That existing sections 111.201, 1329.01, 2,181
1329.02, 1329.03, 1329.42, 1329.43, 1329.55, 1329.56, 1701.05, 2,182
1701.08, 1701.70, 1701.81, 1701.922, 1702.05, 1702.07, 1702.43, 2,183
1702.46, 1702.59, 1702.60, 1703.04, 1703.15, 1703.19, 1705.05, 2,185
1705.07, 1705.54, 1733.08, 1733.37, 1775.61, 1775.64, 1782.13, 2,186
1782.50, and 5733.22 of the Revised Code are hereby repealed.