As Reported by the House Commerce and Labor Committee 1
122nd General Assembly 4
Regular Session Sub. H. B. No. 579 5
1997-1998 6
REPRESENTATIVES COUGHLIN-TIBERI-GARCIA-WOMER BENJAMIN- 8
TERWILLEGER-WILLIAMS-CATES-MEAD-HODGES-LOGAN 9
11
A B I L L
To amend sections 111.18, 111.201, 1309.14, 1309.39, 13
1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 14
1329.43, 1329.55, 1329.56, 1329.62, 1701.05, 15
1701.08, 1701.63, 1701.70, 1701.81, 1701.922, 16
1702.05, 1702.07, 1702.43, 1702.46, 1702.59, 19
1702.60, 1703.04, 1703.041, 1703.15, 1703.19, 20
1705.05, 1705.07, 1705.54, 1733.08, 1733.37, 21
1775.61, 1775.62, 1775.64, 1782.02, 1782.13, 22
1782.48, 1782.50, 3927.05, and 5733.22, to enact 24
section 1329.47, and to repeal section 3909.16 of 25
the Revised Code to revise the manner in which 26
the Secretary of State records certain filings 27
made by corporations, limited liability 28
companies, foreign limited liability companies, 29
credit unions, limited partnerships, and foreign 30
limited partnerships; to modify the conditions 31
under which a partnership becomes and continues 32
to be a registered domestic limited liability 33
partnership and allows such partnerships to file 35
with the Secretary of State a statement of 36
corrections regarding its registration 37
application; to specify the conditions under 39
which a foreign limited liability partnership's 40
registration ceases; to specify the contents of 42
a fictitious name report; to provide for the 43
cancellation of marks of ownership; to provide 45
for one year of name protection from the date of 47
2
any corporate cancellation; to make other 48
revisions in the laws governing the availability 49
of trade names, trademarks, and service marks, 50
and for-profit and nonprofit corporate names, the 52
use of fictitious names, mark of ownership 54
statements, merger certificates, the amending of 55
articles of incorporation, and applications 56
filed by a foreign corporation for profit to 58
conduct business in this state; to eliminate the 59
requirement that a foreign corporation have its 60
license revoked if it tries to change venue or 61
remove a suit to federal court; to make changes 63
regarding the appointment of a statutory agent 64
by a foreign corporation; to modify the use of 65
crops growing or to be grown as security 66
interests; and to permit corporate directors to 68
form committees of one or more directors. 70
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 72
Section 1. That sections 111.18, 111.201, 1309.14, 74
1309.39, 1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 1329.43, 75
1329.55, 1329.56, 1329.62, 1701.05, 1701.08, 1701.63, 1701.70, 76
1701.81, 1701.922, 1702.05, 1702.07, 1702.43, 1702.46, 1702.59, 78
1702.60, 1703.04, 1703.041, 1703.15, 1703.19, 1705.05, 1705.07, 79
1705.54, 1733.08, 1733.37, 1775.61, 1775.62, 1775.64, 1782.02,
1782.13, 1782.48, 1782.50, 3927.05, and 5733.22 be amended and 81
section 1329.47 of the Revised Code be enacted to read as 82
follows:
Sec. 111.18. (A) The secretary of state shall keep a 91
record of all fees collected by the secretary of state and, 92
except as otherwise provided in this section and in sections 93
1309.401 and 1329.68 and division (C)(2) of section 3506.05 of 94
the Revised Code, shall pay them into the state treasury to the 95
credit of the general revenue fund. Twenty-five dollars of each 96
3
fee collected under divisions (A)(2), (F), (G)(2), and (I)(1) of 98
section 111.16 and division (C) of section 1703.031 of the 99
Revised Code, and all fees collected under divisions (I)(2) and 100
(N) of section 111.16 of the Revised Code, THE FOLLOWING FEES 101
shall be paid into the state treasury to the credit of the 103
corporate and uniform commercial code filing fund created in 104
section 1309.401 of the Revised Code:
(1) TWENTY-FIVE DOLLARS OF EACH FEE COLLECTED UNDER 106
DIVISIONS (A)(2), (F), (G)(2), AND (I)(1) OF SECTION 111.16 OF 108
THE REVISED CODE;
(2) TWENTY-FIVE DOLLARS OF EACH FEE COLLECTED UNDER 110
DIVISION (C) OF SECTION 1703.031 OF THE REVISED CODE; 112
(3) ALL FEES COLLECTED UNDER DIVISIONS (I)(2) AND (N) OF 115
SECTION 111.16 OF THE REVISED CODE;
(4) ALL FEES COLLECTED UNDER SECTION 1703.08 OF THE 118
REVISED CODE;
(5) EACH FIFTY-DOLLAR FEE FOR AMENDMENTS FILED BY FOREIGN 120
NONPROFIT CORPORATIONS UNDER SECTION 1703.27 OF THE REVISED CODE. 122
(B) The secretary of state may implement a credit card 124
payment program permitting payment of any fee charged by the 125
secretary of state by means of a credit card. The secretary of 126
state may open an account outside the state treasury in a 127
financial institution for the purpose of depositing credit card 128
receipts. Within forty-eight hours following the deposit of the 130
receipts, the financial institution shall make available to the 131
secretary of state funds in the amount of the receipts. The 132
secretary of state shall then pay these funds into the state
treasury to the credit of the general revenue fund, except as 133
otherwise provided by the Revised Code. 134
The secretary of state may pay the cost of any service 136
charge required by a financial institution or credit card company 137
in connection with a credit card payment program. 138
The secretary of state shall adopt rules as necessary to 140
carry out the purposes of this division. The rules shall include 141
4
standards for determining eligible financial institutions and the 142
manner in which funds shall be made available and shall be 143
consistent with the standards contained in sections 135.03, 144
135.18, and 135.181 of the Revised Code. 145
Sec. 111.201. The secretary of state may make copies of 154
all documents filed with his THE SECRETARY OF STATE'S office 155
pursuant to any section of the Revised Code, in legible 156
handwriting, typewriter, printing, BY microfilm, or by any OTHER 157
authorized photostatic OR DIGITIZED process, and return or 158
destroy the ORIGINAL documents after they are copied. 160
Sec. 1309.14. (A) Subject to the provisions of section 169
1304.20 of the Revised Code on the security interest of a 170
collecting bank, sections 1309.112 and 1309.113 of the Revised 172
Code on security interests in investment property, and section 173
1309.11 of the Revised Code on a security interest arising under 175
sections 1302.01 to 1302.98 of the Revised Code, a security 176
interest is not enforceable against the debtor or third parties 177
with respect to the collateral and does not attach unless: 178
(1) The collateral is in the possession of the secured 180
party pursuant to agreement, the collateral is investment 181
property and the secured party has control pursuant to agreement, 182
or the debtor has signed a security agreement which contains a 184
description of the collateral and in addition, when the security 185
interest covers crops growing or to be grown or timber to be cut, 186
a description of the land concerned; and 187
(2) Value has been given; and 189
(3) The debtor has rights in the collateral. 191
(B) A security interest attaches when it becomes 193
enforceable against the debtor with respect to the collateral. 194
Attachment occurs as soon as all of the events specified in 195
division (A) of this section have taken place unless explicit 196
agreement postpones the time of attaching. 197
(C) Unless otherwise agreed, a security agreement gives 199
the secured party the rights to proceeds provided by section 200
5
1309.25 of the Revised Code. 201
(D) A transaction although subject to sections 1309.01 to 203
1309.50 of the Revised Code, is also subject to sections 1317.01 204
to 1317.99 and 1321.01 to 1321.33 of the Revised Code, and 205
divisions (A), (B), and (C) of section 1321.99 of the Revised 206
Code and in the event of conflict between the provisions of 207
sections 1309.01 to 1309.50, and 1317.01 to 1317.99, 1321.01 to 208
1321.33 of the Revised Code, and divisions (A), (B), and (C) of 209
section 1321.99 of the Revised Code, the provisions of sections 210
1317.01 to 1317.99, 1321.01 to 1321.33 of the Revised Code, and 211
divisions (A), (B), and (C) of section 1321.99 of the Revised 212
Code shall prevail. Failure to comply with such provisions has 213
only the effect provided therein. 214
Sec. 1309.39. (A) A financing statement shall state the 223
names of the debtor and the secured party, be signed by the 224
debtor, give an address of the secured party from which 225
information concerning the security interest may be obtained, 226
give a mailing address of the debtor, and include a statement 228
indicating the types, or describing the items, of collateral. A 229
financing statement shall be filed on a form prescribed by the 230
secretary of state. A financing statement filed in the office of 231
the county recorder shall also comply with Chapter 317. of the 232
Revised Code. A financing statement may be filed before a 233
security agreement is made or a security interest otherwise 234
attaches. When the financing statement covers crops growing or 235
to be grown, timber to be cut, or minerals or the like, including 236
oil and gas, or accounts subject to division (E) of section 237
1309.03 of the Revised Code, or when the financing statement is 238
filed as a fixture filing pursuant to section 1309.32 of the 239
Revised Code and the collateral is goods that are or are to 240
become fixtures, the statement must also comply with division (D) 241
of this section. 242
(B) A financing statement that otherwise complies with 244
division (A) of this section is sufficient when it is signed by 245
6
the secured party instead of the debtor if it is filed to perfect 246
a security interest in any of the following: 247
(1) Collateral already subject to a security interest in 249
another jurisdiction when it is brought into this state or when 250
the debtor's location is changed to this state. Such a financing 251
statement must state that the collateral was brought into this 252
state or that the debtor's location was changed to this state 253
under such circumstances;. 254
(2) Proceeds under section 1309.25 of the Revised Code if 256
the security interest in the original collateral was perfected. 257
Such a financing statement must describe the original 258
collateral;.
(3) Collateral as to which the filing has lapsed; 260
(4) Collateral acquired after a change of name, identity, 263
or corporate structure of the debtor under division (F) of this 265
section.
(C) A financing statement may be amended by filing a 267
writing signed by both the debtor and the secured party. The 268
amendment shall be filed on a form prescribed by the secretary of 269
state. An amendment filed in the office of the county recorder 270
shall also comply with Chapter 317. of the Revised Code. An 271
amendment does not extend the period of effectiveness of a 272
financing statement. If any amendment adds collateral, it is
effective as to the added collateral only from the filing date of 273
the amendment. In sections 1309.01 to 1309.50 of the Revised 274
Code, unless the context otherwise requires, the term "financing 275
statement" means the original financing statement and any 276
amendments. 277
(D) A financing statement covering crops growing or to be 279
grown or timber to be cut or minerals or the like, including oil 280
and gas, or accounts subject to division (E) of section 1309.03 281
of the Revised Code, or a financing statement filed as a fixture 282
filing pursuant to section 1309.32 of the Revised Code must show 283
that it covers this type of collateral, must recite that it is to 284
7
be indexed in the real estate records of the county in which the 285
real estate is situated, and the financing statement must contain 286
a description of the real estate sufficient if it were contained 287
in a mortgage of the real estate to give constructive notice of 288
the mortgage under the law of this state. If the debtor does not 289
have an interest of record in the real estate, the financing 290
statement must show the name of a record owner or record lessee. 291
(E) A mortgage is effective as a financing statement filed 293
as a fixture filing from the date of its recording if (1) the 294
goods are described in the mortgage by item or type, (2) the 295
goods are or are to become fixtures related to the real estate 296
described in the mortgage, (3) the mortgage complies with the 297
requirements for a financing statement in this section other than 298
a recital that it is to be indexed in the real estate records, 299
and (4) the mortgage is duly recorded. No fee with reference to 300
the financing statement is required other than the regular 301
recording and satisfaction fees with respect to the mortgage. 302
(F) A financing statement sufficiently shows the name of 304
the debtor if it gives the individual, partnership, or corporate 305
name of the debtor, whether or not it adds other trade names or 306
the names of partners. Where the debtor so changes the debtor's 307
name or in the case of an organization its name, identity or 308
corporate structure that a filed financing statement becomes 309
seriously misleading, the filing is not effective to perfect a 310
security interest in collateral acquired by the debtor more than 311
four months after the change, unless a new appropriate financing 312
statement is filed before the expiration of that time. A filed 313
financing statement remains effective with respect to collateral 314
transferred by the debtor even though the secured party knows of 315
or consents to the transfer. 316
(G) A financing statement substantially complying with the 318
requirements of this section is effective even though it contains 319
minor errors which are not seriously misleading. 320
Sec. 1329.01. (A) As used in sections 1329.01 to 1329.10 329
8
of the Revised Code: 330
(1) "Trade name" means a name used in business or trade to 332
designate the business of the user and to which the user asserts 333
a right to exclusive use. 334
(2) "Fictitious name" means a name used in business or 336
trade that is fictitious and that the user has not registered or 337
is not entitled to register as a trade name. It does not include 338
the name of record of any DOMESTIC CORPORATION THAT IS FORMED 340
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE, ANY FOREIGN 342
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 344
REVISED CODE, ANY DOMESTIC OR FOREIGN LIMITED LIABILITY COMPANY 345
THAT IS FORMED UNDER OR REGISTERED PURSUANT TO CHAPTER 1705. OF 346
THE REVISED CODE, ANY domestic or foreign limited partnership 347
that is formed under or registered pursuant to Chapter 1782. of 348
the Revised Code, or the name of record of any domestic or 349
foreign limited liability partnership that is organized FORMED 351
UNDER or registered pursuant to Chapter 1775. of the Revised 352
Code.
(3) "Person" includes any individual, general partnership, 354
limited partnership, LIMITED LIABILITY PARTNERSHIP, corporation, 355
association, professional association, limited liability company, 357
society, foundation, federation, or organization formed under the 358
laws of this state or any other state. 359
(B) Subject to sections 1329.01 to 1329.10 of the Revised 361
Code, any person may register with the secretary of state, on a 362
form prescribed by the secretary of state, any trade name under 364
which the person is operating, setting forth all of the 365
following:
(1) The name and business address of the applicant for 367
registration and any of the following that is applicable: 368
(a) If the applicant is a general partnership, the names 371
and residence addresses of all of the partners; 372
(b) If the applicant is a limited partnership existing 374
prior to July 1, 1994, that has not registered with the secretary 375
9
of state pursuant to Chapter 1782. of the Revised Code, the name 376
of the Ohio county in which its certificate of limited 378
partnership or application for registration as a foreign limited 379
partnership is filed;
(c) If the applicant is a limited partnership to which 381
division (B)(1)(b) of this section does not apply or is a 382
corporation, professional association, limited liability company, 384
or other entity, the form of the entity and the state under the 385
laws of which it was formed.
(2) The trade name to be registered; 387
(3) The general nature of the business conducted by the 389
applicant; 390
(4) The length of time during which the trade name has 392
been used by the applicant in business operations in this state. 394
(C) The TRADE NAME application shall be signed by the 396
applicant or by a member or officer ANY AUTHORIZED REPRESENTATIVE 397
of the applicant. 398
A single trade name may be registered upon each TRADE NAME 400
application submitted under sections 1329.01 to 1329.10 of the 401
Revised Code.
The TRADE NAME application shall be accompanied by a filing 403
fee of twenty dollars, payable to the secretary of state. 404
(D) Any person who does business under a fictitious name 406
and who has not registered and does not wish to register the 407
fictitious name as a trade name or who cannot do so because the 408
name is not available for registration shall report the use of 409
the fictitious name to the secretary of state. The, ON A FORM 411
PRESCRIBED BY THE secretary of state shall prescribe, SETTING 413
FORTH ALL OF the form for the report that shall include the 414
FOLLOWING:
(1) THE name and BUSINESS address of the user; AND ANY OF 417
the nature of the business conducted; the exact form of the
fictitious name used; if FOLLOWING THAT IS APPLICABLE: 418
(a) IF the user is a general partnership, the names and 420
10
residence addresses of all the partners; and, if 421
(b) IF the user is a limited partnership EXISTING PRIOR TO 424
JULY 1, 1994, the name and residence address of the general 426
partners. The secretary of state shall give information
concerning the identity of the user to anyone who inquires 427
concerning it THAT HAS NOT BEEN REGISTERED WITH THE SECRETARY OF 428
STATE PURSUANT TO CHAPTER 1782. OF THE REVISED CODE, THE NAME OF 429
THE OHIO COUNTY IN WHICH ITS CERTIFICATE OF LIMITED PARTNERSHIP 430
OR APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED PARTNERSHIP 431
IS FILED;
(c) IF THE USER IS A LIMITED PARTNERSHIP TO WHICH DIVISION 433
(D)(1)(b) OF THIS SECTION DOES NOT APPLY OR IS A CORPORATION, 435
PROFESSIONAL ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER
ENTITY, THE FORM OF THE ENTITY AND THE STATE UNDER WHOSE LAWS IT 436
WAS FORMED.
(2) THE FICTITIOUS NAME BEING USED; 438
(3) THE GENERAL NATURE OF THE BUSINESS CONDUCTED BY THE 440
USER.
(E) THE REPORT OF USE OF A FICTITIOUS NAME SHALL BE SIGNED 442
BY THE USER OR BY ANY AUTHORIZED REPRESENTATIVE OF THE USER. 443
A SINGLE FICTITIOUS NAME MAY BE REGISTERED UPON EACH 445
FICTITIOUS NAME REPORT SUBMITTED UNDER SECTIONS 1329.01 TO 446
1329.10 OF THE REVISED CODE.
THE FICTITIOUS NAME REPORT SHALL BE ACCOMPANIED BY A FILING 448
FEE OF TEN DOLLARS, PAYABLE TO THE SECRETARY OF STATE. 449
A report under this division shall be made within thirty 451
days after the date of the first use of the fictitious name. 452
Sec. 1329.02. (A) The secretary of state shall not file 462
an application for the registration of any trade name if the 463
application indicates or implies that the trade name is connected 464
with a government agency of this state, another state, or the 465
United States and the trade name is not so connected or if the 466
application indicates or implies that the applicant is 467
incorporated and the application is not incorporated. 468
11
Additionally, the secretary of state shall not file an 469
application for the registration of any trade name if it is not 470
distinguishable upon the records in the office of the secretary 471
of state from any other trade name previously registered under 472
sections 1329.01 to 1329.03 of the Revised Code, any corporate 473
name, whether nonprofit or for profit and whether that of a 474
domestic corporation or of a foreign corporation authorized to do 476
business in this state, THE NAME OF ANY LIMITED LIABILITY COMPANY 477
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 479
CHAPTER 1705. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN,
THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP REGISTERED IN THE 481
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1775. OF THE 482
REVISED CODE, WHETHER DOMESTIC OR FOREIGN, THE NAME OF ANY 483
LIMITED PARTNERSHIP REGISTERED IN THE OFFICE OF THE SECRETARY OF 484
STATE PURSUANT TO CHAPTER 1782. OF THE REVISED CODE, WHETHER 485
DOMESTIC OR FOREIGN, or any trademark, or service mark previously 487
filed and recorded in the office of the secretary of state and 488
not abandoned, unless the written consent of the corporation, 489
LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR 490
LIMITED PARTNERSHIP, or the person to whom is registered the 491
exclusive right to use the trade name is filed in accordance with 492
division (C) of section 1701.05 of the Revised Code with the 493
application or the written consent of the former registrant of 494
the trademark or service mark is filed with the application. The 495
application for the registration of a trade name and the consent 496
form shall be on a form prescribed by the secretary of state. 498
(B) The secretary of state shall determine for purposes of 500
this section whether a name is distinguishable from another name 501
in a manner consistent with the provisions of division (B) of 502
section 1701.05 of the Revised Code. 503
Sec. 1329.03. Upon compliance by the applicant OR USER 513
with the requirements of sections 1329.01 to 1329.10, inclusive, 515
of the Revised Code, the secretary of state shall cause a 517
certificate of registration to be issued and delivered to the 519
12
applicant. The certificate of registration shall be issued under
the signature and seal of the secretary of state, and it shall 520
show the name and business address of the applicant, the name, 521
title, or designation registered, the date of first use claimed, 522
the date of registration and the term of registration ACCEPT THE 524
DOCUMENT FOR FILING AND MAKE A COPY OF THE DOCUMENT BY MICROFILM 525
OR BY ANY AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE 526
OF THE FILING SHALL BE RETURNED TO THE PERSON FILING THE 527
DOCUMENT.
Sec. 1329.08. The secretary of state shall cancel from the 536
secretary of state's files: 537
(A) Any registration concerning which the secretary of 539
state receives a voluntary request in writing, on a form 540
prescribed by the secretary of state, for cancellation of the 541
registration from the registrant or the assignee of record; 542
(B) All registrations granted under sections 1329.01 to 544
1329.10 of the Revised Code that are not renewed in accordance 545
with sections 1329.01 to 1329.10 of the Revised Code; 546
(C) Any registration concerning which THAT the secretary 548
of state or a court of competent jurisdiction finds: 549
(1) That the registered trade name has been abandoned; 551
(2) That the registration was granted improperly.; 553
(D) Any registration ordered cancelled by a court of 555
competent jurisdiction on any ground. 556
Sec. 1329.42. A person who uses in this state a name, 565
mark, or device to indicate ownership of articles or supplies may 566
file in the office of the secretary of state, on a form to be 567
prescribed by him THE SECRETARY OF STATE, a verified statement 568
setting forth, but not limited to, the following information: 570
(A) The name and business address of the person filing the 572
statement; and, if a corporation, the state of incorporation; 573
(B) The nature of the business of the applicant; 575
(C) The type of articles or supplies in connection with 577
which the name, mark, or device is used. 578
13
The statement shall include or be accompanied by a copy, 580
specimen, facsimile, or counterpart EVIDENCING ACTUAL USE of the 581
name, mark, or device, together with a filing fee of twenty 583
dollars. The registration of a name, mark, or device pursuant to 584
this section is effective for a ten-year period beginning on the 585
date of registration. If an application for renewal is filed 586
within six months prior to the expiration of the ten-year period 587
on a form prescribed by the secretary of state, the registration 588
may be renewed at the end of each ten-year period for an 589
additional ten-year period. A renewal fee of ten dollars shall 590
accompany the application for renewal. The secretary of state 591
shall notify a registrant within the six months next preceding 592
the expiration of ten years from the date of registration of the 593
necessity of renewal by writing to the last known address of the 594
registrant.
Sec. 1329.43. Upon compliance with the requirements of 604
sections 1329.41 to 1329.53, inclusive, of the Revised Code, the 605
secretary of state shall cause a certificate to be issued and 607
delivered ACCEPT THE DOCUMENT FOR FILING AND MAKE A COPY OF THE 608
DOCUMENT BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 609
DIGITIZED PROCESS. EVIDENCE OF THE FILING SHALL BE RETURNED to
the person filing the statement DOCUMENT. The certificate shall 611
be issued over the signature of the secretary of state and seal 613
of secretary of state, and it shall show the name and business
address of the person claiming ownership of the articles or 614
supplies upon which the name, mark or device is produced; the 615
nature of the business of the applicant; the type of articles or 616
supplies on which the name, mark or device is produced and used; 618
a copy, specimen, facsimile or counterpart of such name, mark or 619
device as filed in the secretary of state's office, or a 620
reproduction thereof; and the filing date. 622
Any certificate issued under the provisions hereof and duly 625
certified by the secretary of state, or a A certified copy of the 626
statement ANY DOCUMENT filed, UNDER THIS SECTION shall be 627
14
admissible in evidence in any action or judicial proceedings in 628
any court of this state as competent and sufficient proof of the 629
filing pursuant to sections 1329.41 to 1329.53, inclusive, of the 630
Revised Code, and shall be prima facie evidence of the ownership 632
by the person filing hereunder of all articles and supplies upon 633
which such name, mark, or device is produced. 634
Sec. 1329.47. THE SECRETARY OF STATE SHALL CANCEL FROM THE 636
REGISTER ALL OF THE FOLLOWING: 637
(A) ANY REGISTRATION CONCERNING WHICH THE SECRETARY OF 639
STATE RECEIVES A VOLUNTARY REQUEST IN WRITING FOR THE 640
CANCELLATION OF THE REGISTRATION FROM THE REGISTRANT OR THE 641
ASSIGNEE OF RECORD;
(B) ANY REGISTRATION GRANTED UNDER SECTIONS 1329.41 TO 643
1329.45 OF THE REVISED CODE, NOT RENEWED IN ACCORDANCE WITH THE 644
PROVISIONS OF THOSE SECTIONS;
(C) ANY REGISTRATION THAT THE SECRETARY OF STATE FINDS WAS 647
GRANTED IMPROPERLY;
(D) ANY REGISTRATION ORDERED CANCELED BY A COURT OF 649
COMPETENT JURISDICTION ON ANY GROUND. 650
Sec. 1329.55. A trade-mark TRADEMARK or service mark by 659
which the goods or services of any applicant for registration may 661
be distinguished from the goods or services of others shall not 662
be registered if it consists of or comprises any one or more of 663
the following:
(A) Immoral, deceptive, or scandalous matter; 665
(B) Matter which may disparage or falsely suggest a 667
connection with persons, living or dead, institutions, beliefs, 668
or national symbols, or bring them into contempt or disrepute; 669
(C) The flag or coat of arms or other insignia of the 671
United States, or of any state or municipality, or of any foreign 672
nation, or any simulation thereof; 673
(D) The name, signature, or portrait of any living 675
individual, except with his THE INDIVIDUAL'S written consent; 676
(E) A mark which: 678
15
(1) When applied to the goods or services of the 680
applicant, is merely descriptive or deceptively misdescriptive of 681
them;
(2) When applied to the goods or services of the applicant 683
is primarily geographically descriptive or deceptively 684
misdescriptive of them;
(3) Is primarily merely a surname; provided, that nothing 686
in division (E) of this section shall prevent the registration of 687
a mark used in this state by the applicant which has become 688
distinctive of the applicant's goods or services. The secretary 689
of state may accept as evidence that the mark has become 690
distinctive, as applied to the applicant's goods or services,
proof of substantially exclusive and continuous use thereof as a 691
mark by the applicant in this state or elsewhere for the five 692
years next preceding the date of the filing of the application 693
for registration;.
(F) A trade-mark TRADEMARK or service mark which so 695
resembles a trade-mark TRADEMARK or service mark registered in 697
this state or a trade-mark TRADEMARK, service mark, corporate 698
name, LIMITED LIABILITY COMPANY NAME, LIMITED LIABILITY
PARTNERSHIP NAME, LIMITED PARTNERSHIP NAME, or trade name 699
previously used in this state by another and not abandoned, as 700
likely, when applied to the goods or services of the applicant, 701
to cause confusion or mistake or to deceive; 702
(G) A trade-mark TRADEMARK or service mark which so 704
resembles a trade-mark TRADEMARK or service mark registered in 706
the United States patent office by another and not abandoned, as 707
to be likely, when applied to the goods or services of the
applicant, to cause confusion or mistake or to deceive; provided, 708
that should applicant prove that he THE APPLICANT is the owner of 709
a concurrent registration in the United States patent office of 711
his trade-mark THE APPLICANT'S TRADEMARK or service mark covering 712
an area including this state, THE applicant may register his 713
trade-mark THE APPLICANT'S TRADEMARK or service mark in 715
16
accordance with this section.
Sec. 1329.56. Subject to the limitations set forth in 725
sections 1329.54 to 1329.67 of the Revised Code, any person who 726
adopts and uses a trademark or service mark in this state may 727
file in the office of the secretary of state, on a form to be 728
prescribed by the secretary of state, an application for 729
registration of that trademark or service mark setting forth, but 730
not limited to, the following information: 731
(A) The name and business address of the person applying 733
for the registration; and, if a corporation, the state of 734
incorporation; 735
(B) The goods or services in connection with which the 737
mark is used and the mode or manner in which the mark is used in 738
connection with the goods or services and the class in which the 739
goods or services fall; 740
(C) The date when the trademark or service mark was first 742
used anywhere and the date when it was first used in this state 743
by the applicant or his THE APPLICANT'S predecessor in business; 744
(D) A statement that the applicant is the owner of the 746
trademark or service mark and that no other person has the right 747
to use the trademark or service mark in the state either in the 748
identical form thereof, or in such near resemblance thereto, as 749
might be calculated to deceive or be mistaken therefor; 750
(E) A statement that no other person has a registration of 752
the same or a confusingly similar trademark or service mark in 753
the United States patent office for the same or similar goods or 754
services or a statement that applicant is the owner of a 755
concurrent registration in the United States patent office of his 756
THE APPLICANT'S trademark or service mark covering an area 757
including this state. 758
The application shall be signed and verified by the 760
applicant or, by a member AN AUTHORIZED REPRESENTATIVE of the 762
firm, LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, 763
GENERAL PARTNERSHIP, OR LIMITED PARTNERSHIP, or BY an officer of 765
17
the corporation, union, or association applying.
The application shall be accompanied by a specimen or 767
facsimile of the trademark or service mark as actually used and 768
shall contain a brief description of the trademark or service 769
mark as it appears on the specimen or facsimile. 770
The application for registration shall be accompanied by a 772
filing fee of twenty dollars, payable to the secretary of state. 773
Sec. 1329.62. The secretary of state shall cancel from the 782
register: 783
(A) Any registration concerning which THAT the secretary 785
of state receives a voluntary request in writing, on a form 786
prescribed by the secretary of state, for cancellation of the 788
registration from the registrant or the assignee of record;
(B) Any registration granted under sections 1329.54 to 790
1329.67 of the Revised Code, not renewed in accordance with the 791
provisions thereof; 792
(C) Any registration concerning which THAT the secretary 794
of state or a court of competent jurisdiction finds that: 795
(1) The registered trademark or service mark has been 797
abandoned; 798
(2) The registrant is not the owner of the trademark or 800
service mark; 801
(3) The registration was granted improperly; 803
(4) The registration was obtained fraudulently; 805
(5) The registered trademark or service mark is so 807
similar, as to be likely to cause confusion or mistake or to 808
deceive, to a trademark or service mark registered by another 809
person in the United States patent office, prior to the date of 810
the filing of the application for registration by the registrant 811
hereunder, and not abandoned; provided, that should the 812
registrant prove that the registrant is the owner of a concurrent 814
registration of the registrant's trademark or service mark in the 815
United States patent office covering an area including this 816
state, the registration mentioned in this section shall not be 817
18
cancelled.
(D) Any registration of which ORDERED CANCELED BY a court 819
of competent jurisdiction orders cancellation on any ground. 820
Sec. 1701.05. (A) Except as provided in this section, and 829
in sections 1701.75, 1701.78, and 1701.82 of the Revised Code, 830
which sections relate to the reorganization, merger, and 831
consolidation of corporations, the corporate name of a domestic 832
corporation shall comply with all of the following: 833
(1) It shall end with or include the word or abbreviation 835
"company," "co.," "corporation," "corp.," "incorporated," or 836
"inc." 837
(2) It shall be distinguishable upon the records in the 839
office of the secretary of state from the ALL OF THE FOLLOWING: 840
(a) THE name of any other corporation, whether nonprofit 843
or for profit and whether that of a domestic or of a foreign 844
corporation authorized to do business in this state, and from 845
any;
(b) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 847
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 848
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 849
(c) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 852
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 853
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 855
(d) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 858
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 860
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 861
(e) ANY trade name the exclusive right to which is at the 864
time in question registered in the office of the secretary of 865
state pursuant to Chapter 1329. of the Revised Code.
(3) It shall not contain any language that indicates or 867
implies that the corporation is connected with a government 868
agency of this state, another state, or the United States. 869
(B) The secretary of state shall determine for purposes of 871
this section whether a name is "distinguishable" from another 872
19
name upon his THE SECRETARY OF STATE'S records. Without 873
excluding other names that may not constitute distinguishable 875
names in this state, a name is not considered distinguishable 876
from another name for purposes of this section solely because it 877
differs from the other name in only one or more of the following 878
manners:
(1) The use of the word "corporation," "company," 880
"incorporated," "limited," or any abbreviation of any of those 882
words; 883
(2) The use of any article, conjunction, contraction, 885
abbreviation, or punctuation; 886
(3) The use of a different tense or number of the same 888
word. 889
(C) A corporation may apply to the secretary of state for 891
authorization to use a name that is not distinguishable upon the 892
secretary of state's records from the name of any other 893
corporation, LIMITED LIABILITY COMPANY, LIMITED LIABILITY 894
PARTNERSHIP, OR LIMITED PARTNERSHIP, or from a registered trade 895
name, if there also is filed in the office of the secretary of 897
state, on a form prescribed by the secretary of state, the 898
consent of the other corporation ENTITY or, in the case of a 899
registered trade name, the person to whom IN WHOSE NAME is 900
registered the exclusive right to use the name, which consent is 902
evidenced in a writing signed by any authorized officer of the 903
other corporation or any authorized party REPRESENTATIVE of the 904
other ENTITY OR person.
(D) In case of judicial sale or judicial transfer, by sale 906
or transfer of good will or otherwise, of the right to use the 907
name of a corporation (, whether nonprofit or for profit, and 908
whether that of a domestic corporation or of a foreign 909
corporation authorized to exercise its corporate privileges in 910
this state or to do business in this state), the secretary of 911
state, at the instance of the purchaser or transferee of such 912
right, shall accept for filing articles of a corporation with a 913
20
name the same as or similar to the name of such other 914
corporation, if there ALSO is also filed in the office of the 915
secretary of state a certified copy of the decree or order of 916
court confirming or otherwise evidencing the purchase or 917
transfer. 918
(E) Any person who wishes to reserve a name for a proposed 920
new corporation, or any corporation intending to change its name, 921
may submit to the secretary of state a written application, on a 922
form prescribed by the secretary of state, for the exclusive 923
right to use a specified name as the name of a corporation. If 925
the secretary of state finds that, under this section, the 926
specified name is available for such use, the secretary of state 927
shall endorse his or her approval upon and file such THE 929
application and, from the date of such endorsement THE FILING, 930
such THE applicant shall have the exclusive right for sixty days 931
to use the specified name as the name of a corporation, counting 932
the date of such endorsement FILING as the first of sixty days. 934
The right so obtained may be transferred by the applicant or 935
other holder thereof by the filing in the office of the secretary 936
of state of a written transfer, ON A FORM PRESCRIBED BY THE 937
SECRETARY OF STATE, stating the name and address of the 938
transferee.
(F) For filing under this section any application or other 940
document, other than articles or a consent to the use of a name, 941
the secretary of state shall charge and collect a fee of five 942
dollars. 943
Sec. 1701.08. (A) When articles of incorporation and 953
other certificates relating to the corporation are filed with 954
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 956
shall, if he finds AFTER FINDING that they comply with the 957
provisions of sections 1701.01 to 1701.98, inclusive, of the 959
Revised Code, endorse thereon his approval, the date of filing, a 961
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 962
FILING and make a copy thereof in legible handwriting,
21
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 963
microfilm or by any authorized photostatic OR DIGITIZED process. 964
The articles or other certificate certified by EVIDENCE OF the 966
secretary of state FILING shall be returned to the person filing 968
said THE articles or certificate.
(B) All persons shall have the opportunity of acquiring 970
knowledge of the contents of the articles and other certificates 971
filed and recorded in the office of the secretary of state, but 972
no person dealing with the corporation shall be charged with 973
constructive notice of the contents of any such articles or 974
certificates by reason of such filing or recording.
Sec. 1701.63. (A) The regulations may provide for the 983
creation by the directors of an executive committee or any other 984
committee of the directors, to consist of not less than three ONE 985
OR MORE directors, and may authorize the delegation to any such 986
committee of any of the authority of the directors, however 987
conferred, other than the authority of filling vacancies among 988
the directors or in any committee of the directors. 989
(B) The directors may appoint one or more directors as 991
alternate members of any such committee, who may take the place 992
of any absent member or members at any meeting of the particular 993
committee. 994
(C) Each such committee shall serve at the pleasure of the 996
directors, shall act only in the intervals between meetings of 997
the directors, and shall be subject to the control and direction 998
of the directors. 999
(D) Unless otherwise provided in the regulations or 1,001
ordered by the directors, any such committee may act by a 1,002
majority of its members at a meeting or by a writing or writings 1,003
signed by all of its members. 1,004
(E) Unless participation by members of any such committee 1,006
at a meeting by means of communications equipment is prohibited 1,007
by the articles, the regulations, or an order of the directors, 1,008
meetings of the particular committee may be held through any 1,009
22
communications equipment if all persons participating can hear 1,010
each other. Participation in a meeting pursuant to this division 1,011
constitutes presence at the meeting. 1,012
(F) An act or authorization of an act by any such 1,014
committee within the authority delegated to it shall be as 1,015
effective for all purposes as the act or authorization of the 1,016
directors. 1,017
Sec. 1701.70. (A) If an initial stated capital is NOT set 1,026
forth in the articles, THEN BEFORE THE CORPORATION BEGINS 1,027
BUSINESS, OR IF AN INITIAL STATED CAPITAL IS SET FORTH IN THE 1,028
ARTICLES, THEN before subscriptions to shares shall have been 1,030
received in such THE amount OF that the stated capital of such 1,031
shares is at least equal to the initial stated capital, the 1,032
incorporators may adopt an amendment to the articles by a writing
signed by them. 1,033
(B) The directors may adopt an amendment to the articles 1,035
in the following cases: 1,036
(1) When and to the extent authorized by the articles, the 1,038
directors may adopt an amendment in respect of any unissued or 1,039
treasury shares of any class; 1,040
(2) When the corporation shall have issued shares or 1,042
obligations convertible into shares of the corporation, or shall 1,043
have granted options to purchase any shares, and such conversion 1,044
or option rights are set forth in the articles or have been 1,045
approved by the same vote of shareholders as, at the time of such 1,046
approval, would have been required to amend the articles to 1,047
authorize the shares required for such purpose, and the 1,048
corporation does not have sufficient authorized but unissued 1,049
shares to satisfy such conversion or option rights, the directors 1,050
may adopt an amendment to authorize such shares; 1,051
(3) Whenever shares of any class have been redeemed, or 1,053
have been surrendered to or acquired by the corporation upon 1,054
conversion, exchange, purchase, or otherwise, the directors may 1,055
adopt an amendment to reduce the authorized number of shares of 1,056
23
such class by the number so redeemed, surrendered, or acquired; 1,057
and when all of the authorized shares of a class have been 1,058
redeemed, or surrendered to or acquired by the corporation, the 1,059
directors may adopt an amendment to eliminate from the articles 1,060
all references to the shares of such class and to make such other 1,061
appropriate changes as are required by such elimination; 1,062
(4) When articles have been amended and any change of 1,064
issued or unissued shares provided for in the amendment or 1,065
amended articles shall have become effective, the directors may 1,066
adopt an amendment to eliminate from the articles all references 1,067
to the change of shares and to make such other appropriate 1,068
changes as are required by such elimination; provided HOWEVER, 1,069
that such an amendment to articles adopted by the directors shall 1,070
contain a statement with respect to the authorized number and the 1,071
par value, if any, of the shares of each class;. 1,072
(5) After a merger or consolidation, in which the 1,074
surviving or new corporation is a domestic corporation, shall 1,075
have become effective, the directors may adopt an amendment: 1,076
(a) To eliminate from the articles any statement or 1,078
provision pertaining exclusively to the merger or consolidation, 1,079
or which THAT was required to be set forth in the agreement of 1,080
merger or consolidation and which THAT would not be required in 1,082
original articles or amendments to articles filed at the time 1,083
such THE statement or provision was adopted; 1,084
(b) To make such other appropriate changes required by 1,086
such THAT elimination; provided, that such an. 1,087
AN amendment to articles adopted by the directors UNDER 1,089
DIVISION (B)(5) OF THIS SECTION need not contain or continue any 1,090
statement with respect to the amount of stated capital. 1,091
Sec. 1701.81. (A) Upon adoption by each constituent 1,101
entity of an agreement of merger or consolidation pursuant to 1,102
section 1701.78, 1701.781, 1701.79, 1701.791, 1701.80, or 1,103
1701.801 of the Revised Code, a certificate of merger or 1,104
consolidation shall be filed with the secretary of state that is 1,105
24
signed by any authorized officer REPRESENTATIVE of each 1,106
constituent corporation, by at least one general partner of any 1,108
constituent partnership, and by an authorized representative of 1,109
each OR other constituent entity. The certificate shall be on a 1,111
form prescribed by the secretary of state and shall set forth 1,112
only the information required by this section. 1,113
(B)(1) The certificate of merger or consolidation shall 1,115
set forth all of the following: 1,116
(a) The name and the form of entity of each constituent 1,118
entity and the state under the laws of which each constituent 1,119
entity exists; 1,120
(b) A statement that each constituent entity has complied 1,122
with all of the laws under which it exists and that the laws 1,123
permit the merger or consolidation; 1,124
(c) The name and mailing address of the person or entity 1,126
that is to provide, in response to any written request made by a 1,127
shareholder, partner, or other equity holder of a constituent 1,128
entity, a copy of the agreement of merger or consolidation; 1,129
(d) The effective date of the merger or consolidation, 1,131
which date may be on or after the date of the filing of the 1,132
certificate; 1,133
(e) The signature of the EACH representative or 1,135
representatives authorized to sign the certificate on behalf of 1,136
each constituent entity and the office held or the capacity in 1,137
which the representative is acting; 1,138
(f) A statement that the agreement of merger or 1,140
consolidation is authorized on behalf of each constituent entity 1,141
and that each person who signed the certificate on behalf of each 1,143
entity is authorized to do so;
(g) In the case of a merger, a statement that one or more 1,145
specified constituent entities will be merged into a specified 1,146
surviving entity or, in the case of a consolidation, a statement 1,147
that the constituent entities will be consolidated into a new 1,148
entity; 1,149
25
(h) In the case of a merger, if the surviving entity is a 1,151
foreign entity not licensed to transact business in this state, 1,152
the name and address of the statutory agent upon whom any 1,153
process, notice, or demand against any constituent entity may be 1,154
served; 1,155
(i) In the case of a consolidation, the name and address 1,157
of the statutory agent upon whom any process, notice, or demand 1,158
against any constituent entity or the new entity may be served. 1,159
(2) In the case of a consolidation into a new domestic 1,161
corporation, limited liability company, or limited partnership, 1,162
the articles of incorporation, the articles of organization, or 1,164
the certificate of limited partnership of the new domestic entity 1,165
shall be filed with the certificate of merger or consolidation. 1,166
(3) In the case of a merger into a domestic corporation, 1,168
limited liability company, or limited partnership, any amendments 1,169
to the articles of incorporation, articles of organization, or 1,171
certificate of limited partnership of the surviving domestic 1,172
entity shall be filed with the certificate of merger or
consolidation. 1,173
(4) If the surviving or new entity is a foreign entity 1,175
that desires to transact business in this state as a foreign 1,176
corporation, limited liability company, or limited partnership, 1,177
the certificate of merger or consolidation shall be accompanied 1,178
by the information required by division (B)(8), (9), or (10) of 1,179
section 1701.791 of the Revised Code. 1,180
(5) If a foreign or domestic corporation licensed to 1,182
transact business in this state is a constituent entity and the 1,183
surviving or new entity resulting from the merger or 1,184
consolidation is not a foreign or domestic corporation that is to 1,185
be licensed to transact business in this state, the certificate 1,186
of merger or consolidation shall be accompanied by the 1,187
affidavits, receipts, certificates, or other evidence required by 1,188
division (H) of section 1701.86 of the Revised Code, with respect 1,189
to each domestic constituent corporation, and by the affidavits, 1,190
26
receipts, certificates, or other evidence required by division 1,191
(C) or (D) of section 1703.17 of the Revised Code, with respect 1,192
to each foreign constituent corporation licensed to transact 1,193
business in this state. 1,194
(C) If any constituent entity in a merger or consolidation 1,196
is organized or formed under the laws of a state other than this 1,197
state or under any chapter of the Revised Code other than this 1,198
chapter, there also shall be filed in the proper office all 1,199
documents that are required to be filed in connection with the 1,200
merger or consolidation by the laws of that state or by that 1,201
chapter. 1,202
(D) Upon the filing of a certificate of merger or 1,204
consolidation and other filings as described in division (C) of 1,205
this section or at any SUCH later date that AS the certificate of 1,207
merger or consolidation specifies, the merger or consolidation is 1,208
effective. 1,209
(E) The secretary of state shall furnish, upon request and 1,211
payment of a fee of ten dollars, the secretary of state's 1,212
certificate setting forth the name and the form of entity of each 1,214
constituent entity and the states under the laws of which each 1,215
constituent entity existed prior to the merger or consolidation, 1,216
the name and the form of entity of the surviving or new entity 1,217
and the state under the laws of which the surviving entity exists 1,218
or the new entity is to exist, the date of filing of the 1,219
certificate of merger or consolidation with the secretary of 1,220
state, and the effective date of the merger or consolidation. 1,221
The certificate of the secretary of state, or a copy of the 1,222
certificate of merger or consolidation certified by the secretary 1,223
of state, may be filed for record in the office of the recorder 1,224
of any county in this state and, if filed, shall be recorded in 1,225
the records of deeds for that county. For that recording, the 1,226
county recorder shall charge and collect the same fee as in the 1,227
case of deeds.
Sec. 1701.922. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 1,237
27
THIS DIVISION, UPON reinstatement of a corporation's or 1,239
professional association's articles of incorporation in
accordance with section 1701.07, 1701.921, 1785.06, or 5733.22 of 1,240
the Revised Code, the rights, privileges, and franchises, 1,241
including all real or personal property rights and credits and 1,242
all contract and other rights, of the corporation or association 1,243
existing at the time its articles of incorporation were canceled 1,244
shall be fully vested in the corporation or association as if the 1,245
articles had not been canceled, and the corporation or 1,246
association shall again be entitled to exercise the rights, 1,247
privileges, and franchises authorized by its articles of 1,248
incorporation. THE NAME OF A CORPORATION WHOSE ARTICLES HAVE 1,249
BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER 1,250
THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE 1,251
WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 1,252
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 1,253
LIMITED LIABILITY COMPANY NAME, LIMITED LIABILITY PARTNERSHIP 1,254
NAME, LIMITED PARTNERSHIP NAME, OR TRADE NAME HAS BEEN FILED, THE 1,255
NAME OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED
IN SECTION 1701.05 OF THE REVISED CODE, THE SECRETARY OF STATE 1,256
SHALL REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 1,257
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 1,258
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's or association's 1,260
articles in accordance with section 1701.07, 1701.921, 1785.06, 1,261
or 5733.22 of the Revised Code, both of the following apply to 1,262
the exercise OF or AN attempt to exercise any rights, privileges, 1,264
or franchises, including entering into or performing any 1,265
contracts, on behalf of the corporation or association by an 1,266
officer, agent, or employee of the corporation or association, 1,267
after cancellation and prior to reinstatement of the articles of 1,268
incorporation:
(1) The exercise OF or AN attempt to exercise any rights, 1,270
privileges, or franchises on behalf of the corporation or 1,271
28
association by the officer, agent, or employee of the corporation 1,272
or association has the same force and effect that the exercise OF 1,273
or AN attempt to exercise the right, privilege, or franchise 1,274
would have had if the corporation's or association's articles had 1,275
not been canceled, if both of the following apply: 1,276
(a) The exercise OF or AN attempt to exercise the right, 1,278
privilege, or franchise was within the scope of the corporation's 1,279
or association's articles of incorporation that existed prior to 1,280
cancellation; 1,281
(b) The officer, agent, or employee had no knowledge that 1,283
the corporation's or association's articles of incorporation had 1,284
been canceled. 1,285
(2) The corporation or association is liable exclusively 1,287
for the exercise OF or AN attempt to exercise any rights, 1,288
privileges, or franchises on behalf of the corporation or 1,289
association by an officer, agent, or employee of the corporation 1,290
or association, if the conditions set forth in divisions 1,291
(B)(1)(a) and (b) of this section are met. 1,292
(C) Upon reinstatement of a corporation's or association's 1,294
articles of incorporation in accordance with section 1701.07, 1,295
1701.921, 1785.06, or 5733.22 of the Revised Code, the exercise 1,296
OF or AN attempt to exercise any rights, privileges, or 1,297
franchises on behalf of the corporation or association by an 1,298
officer, agent, or employee of the corporation or association, 1,300
after cancellation and prior to reinstatement of the articles of 1,301
incorporation, does not constitute a failure to comply with 1,302
division (A) of section 1701.88 or a violation of section 1701.97 1,303
of the Revised Code, if the conditions set forth in divisions 1,304
(B)(1)(a) and (b) of this section are met. 1,305
(D) This section is remedial in nature and is to be 1,307
construed liberally to accomplish the purpose of providing full 1,308
reinstatement of a corporation's or association's articles of 1,309
incorporation retroactive, in accordance with this section, to 1,310
the time of the cancellation of the articles. 1,311
29
Sec. 1702.05. (A) Except as provided in this section and 1,320
in sections 1702.41 and 1702.45 of the Revised Code, the 1,321
secretary of state shall not accept for filing in the secretary 1,322
of state's office any articles if the corporate name set forth in 1,324
the articles are IS not distinguishable upon the secretary of 1,325
state's records from the ANY OF THE FOLLOWING: 1,326
(1) THE name of any other corporation, whether nonprofit 1,328
or for profit and whether that of a domestic or of a foreign 1,329
corporation authorized to do business in this state, or from any; 1,330
(2) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 1,332
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 1,333
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,334
(3) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 1,336
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 1,338
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,340
(4) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 1,342
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 1,344
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,346
(5) ANY trade name, the exclusive right to which is at the 1,349
time in question registered in the office of the secretary of 1,350
state pursuant to Chapter 1329. of the Revised Code. 1,351
(B) The secretary of state shall determine for purposes of 1,353
this section whether a name is "distinguishable" from another 1,354
name upon the secretary of state's records. Without excluding 1,356
other names that may not constitute distinguishable names in this 1,357
state, a name is not considered distinguishable from another name 1,358
for purposes of this section solely because it differs from the 1,359
other name in only one or more of the following manners: 1,360
(1) The use of the word "corporation," "company," 1,362
"incorporated," "limited," or any abbreviation of any of those 1,364
words; 1,365
(2) The use of any article, conjunction, contraction, 1,367
abbreviation, or punctuation; 1,368
(3) The use of a different tense or number of the same 1,370
30
word. 1,371
(C) A corporation may apply to the secretary of state for 1,373
authorization to use a name that is not distinguishable upon the 1,374
secretary of state's records from the name of any other 1,375
corporation, ANY LIMITED LIABILITY COMPANY, LIMITED LIABILITY 1,376
PARTNERSHIP, OR LIMITED PARTNERSHIP, or from a registered trade 1,378
name, if there also is filed in the office of the secretary of 1,379
state, on a form prescribed by the secretary of state, the 1,380
consent of the other corporation ENTITY, or, in the case of a 1,381
registered trade name, the person to whom IN WHOSE NAME is 1,383
registered the exclusive right to use the name, which consent is 1,384
evidenced in a writing signed by any authorized officer of the 1,385
other corporation or any authorized party REPRESENTATIVE of the 1,386
other ENTITY OR person.
(D) In case of judicial sale or judicial transfer, by sale 1,388
or transfer of good will or otherwise, of the right to use the 1,389
name of a nonprofit corporation or corporation for profit, 1,390
whether that of a domestic corporation or of a foreign 1,391
corporation authorized to exercise its corporate privileges in 1,392
this state or to do business in this state, the secretary of 1,393
state, at the instance of the purchaser or transferee of such 1,394
right, shall accept for filing articles of a corporation with a 1,395
name the same as or similar to the name of such other 1,396
corporation, if there also is filed in the office of the 1,397
secretary of state a certified copy of the decree or order of 1,398
court confirming or otherwise evidencing the purchase or 1,399
transfer. 1,400
(E) Any person who wishes to reserve a name for a proposed 1,402
new corporation, or any corporation intending to change its name, 1,403
may submit to the secretary of state a written application, on a 1,404
form prescribed by the secretary of state, for the exclusive 1,405
right to use a specified name as the name of a corporation. If 1,407
the secretary of state finds that, under this section, the 1,408
specified name is available for such use, the secretary of state 1,409
31
shall endorse his or her approval upon and file such application, 1,411
and, from the date of such endorsement FILING, such applicant 1,412
shall have the exclusive right for sixty days to use the 1,414
specified name as the name of a corporation, counting the date of 1,415
such endorsements FILING as the first of the sixty days. The 1,417
right so obtained may be transferred by the applicant or other 1,418
holder of the right by the filing in the office of the secretary 1,419
of state OF a written transfer, ON A FORM PRESCRIBED BY THE 1,420
SECRETARY OF STATE, stating the name and address of the 1,422
transferee.
(F) For filing under this section any application or other 1,424
document, other than articles or a consent to the use of a name, 1,425
the secretary of state shall charge and collect a fee of five 1,426
dollars. 1,427
Sec. 1702.07. (A) When articles of incorporation and 1,437
other certificates relating to the corporation are filed with 1,438
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 1,440
shall, if he finds AFTER FINDING that they comply with the 1,441
provisions of sections 1702.01 to 1702.58, inclusive, of the 1,443
Revised Code, endorse thereon his approval, the date of filing, a 1,445
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 1,446
FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 1,447
microfilm or by any authorized photostatic OR DIGITIZED process. 1,448
The articles or other certificate certified by EVIDENCE OF the 1,450
secretary of state FILING shall be returned to the person filing 1,451
said THE articles or certificate. 1,452
(B) All persons shall have the opportunity of acquiring 1,454
knowledge of the contents of the articles and other certificates 1,455
filed and recorded in the office of the secretary of state, but 1,456
no person dealing with the corporation shall be charged with 1,457
constructive notice of the contents of any such articles or 1,458
certificates by reason of such filing or recording.
Sec. 1702.43. (A) Upon such adoption BY EACH CONSTITUENT 1,468
32
CORPORATION OF AN AGREEMENT OF MERGER OR CONSOLIDATION PURSUANT 1,469
TO SECTION 1702.42 OR 1702.45 OF THE REVISED CODE, a certificate 1,470
OF MERGER OR CONSOLIDATION, signed by any authorized officer 1,471
REPRESENTATIVE of each constituent corporation and containing 1,472
either a signed agreement or a copy thereof and a statement by 1,473
such officer of each constituent corporation of the manner of its 1,474
adoption by such corporation, shall be filed with the secretary 1,475
of state. THE CERTIFICATE SHALL BE ON A FORM PRESCRIBED BY THE 1,476
SECRETARY OF STATE AND SHALL SET FORTH ONLY THE INFORMATION 1,477
REQUIRED BY THIS SECTION. 1,478
(1) THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL SET 1,480
FORTH ALL OF THE FOLLOWING: 1,481
(a) THE NAME OF EACH CONSTITUENT ENTITY AND THE STATE 1,483
UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTS; 1,484
(b) A STATEMENT THAT EACH CONSTITUENT ENTITY HAS COMPLIED 1,486
WITH ALL OF THE LAWS UNDER WHICH IT EXISTS AND THAT THE LAWS 1,487
PERMIT THE MERGER OR CONSOLIDATION; 1,488
(c) THE NAME AND MAILING ADDRESS OF THE PERSON OR ENTITY 1,490
THAT IS TO PROVIDE, IN RESPONSE TO ANY WRITTEN REQUEST MADE BY A 1,491
MEMBER OR OTHER PERSON, A COPY OF THE AGREEMENT OF MERGER OR 1,492
CONSOLIDATION;
(d) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION, 1,494
WHICH DATE MAY BE ON OR AFTER THE DATE OF THE FILING OF THE 1,495
CERTIFICATE;
(e) THE SIGNATURE OF EACH REPRESENTATIVE AUTHORIZED TO 1,498
SIGN THE CERTIFICATE ON BEHALF OF EACH CONSTITUENT ENTITY AND THE 1,499
OFFICE EACH REPRESENTATIVE AUTHORIZED TO SIGN HOLDS OR THE
CAPACITY IN WHICH THE REPRESENTATIVE IS ACTING; 1,500
(f) A STATEMENT THAT THE AGREEMENT OF MERGER OR 1,502
CONSOLIDATION IS AUTHORIZED ON BEHALF OF EACH CONSTITUENT ENTITY 1,503
AND THAT EACH PERSON WHO SIGNED THE CERTIFICATE ON BEHALF OF EACH 1,504
ENTITY IS AUTHORIZED TO DO SO;
(g) IN THE CASE OF A MERGER, A STATEMENT THAT ONE OR MORE 1,506
SPECIFIED CONSTITUENT ENTITIES WILL BE MERGED INTO A SPECIFIED 1,507
33
SURVIVING ENTITY OR, IN THE CASE OF A CONSOLIDATION, A STATEMENT 1,508
THAT THE CONSTITUENT ENTITIES WILL BE CONSOLIDATED INTO A NEW 1,509
ENTITY;
(h) IN THE CASE OF A MERGER, IF THE SURVIVING ENTITY IS A 1,511
FOREIGN ENTITY NOT LICENSED TO TRANSACT BUSINESS IN THIS STATE, 1,512
THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM ANY 1,513
PROCESS, NOTICE, OR DEMAND MAY BE SERVED;
(i) IN THE CASE OF A CONSOLIDATION, THE NAME AND ADDRESS 1,515
OF THE STATUTORY AGENT UPON WHOM ANY PROCESS, NOTICE, OR DEMAND 1,516
AGAINST ANY CONSTITUENT ENTITY OR THE NEW ENTITY MAY BE SERVED. 1,517
(2) IN THE CASE OF A CONSOLIDATION INTO A NEW DOMESTIC 1,519
CORPORATION, THE CERTIFICATE OF CONSOLIDATION SHALL BE 1,520
ACCOMPANIED BY A COPY OF THE ARTICLES OF INCORPORATION OF THE NEW 1,521
DOMESTIC CORPORATION.
(3) IN THE CASE OF A MERGER INTO A DOMESTIC CORPORATION, 1,523
THE CERTIFICATE OF MERGER SHALL BE ACCOMPANIED BY A COPY OF ANY 1,524
AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE SURVIVING 1,525
DOMESTIC CORPORATION.
(4) IF THE SURVIVING OR NEW ENTITY IS A FOREIGN ENTITY 1,527
THAT DESIRES TO TRANSACT BUSINESS IN THIS STATE AS A FOREIGN 1,528
CORPORATION, THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL 1,529
CONTAIN A STATEMENT TO THAT EFFECT AND A STATEMENT WITH RESPECT 1,530
TO THE APPOINTMENT OF THE STATUTORY AGENT AND WITH RESPECT TO THE 1,531
CONSENT TO SERVICE OF ANY PROCESS, NOTICE, OR DEMAND UPON THAT
STATUTORY AGENT OR THE SECRETARY OF STATE, AS REQUIRED WHEN A 1,532
FOREIGN CORPORATION APPLIES FOR A CERTIFICATE AUTHORIZING IT TO 1,533
TRANSACT BUSINESS IN THIS STATE. 1,534
(5) IF A DOMESTIC OR FOREIGN CORPORATION LICENSED TO 1,536
TRANSACT BUSINESS IN THIS STATE IS A CONSTITUENT ENTITY AND THE 1,537
SURVIVING OR NEW ENTITY RESULTING FROM THE MERGER OR 1,538
CONSOLIDATION IS NOT A DOMESTIC OR FOREIGN CORPORATION THAT IS TO 1,539
BE LICENSED TO TRANSACT BUSINESS IN THIS STATE, THE CERTIFICATE
OF MERGER OR CONSOLIDATION SHALL BE ACCOMPANIED BY THE 1,540
AFFIDAVITS, RECEIPTS, CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY 1,541
34
DIVISION (G) OF SECTION 1702.47 OF THE REVISED CODE, WITH RESPECT 1,542
TO EACH DOMESTIC CORPORATION, AND BY THE AFFIDAVITS, RECEIPTS, 1,543
CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY DIVISION (C) OR (D) 1,544
OF SECTION 1703.17 OF THE REVISED CODE, WITH RESPECT TO EACH
FOREIGN CONSTITUENT CORPORATION LICENSED TO TRANSACT BUSINESS IN 1,545
THIS STATE.
(B) IF ANY CONSTITUENT ENTITY IN A MERGER OR CONSOLIDATION 1,547
IS ORGANIZED OR FORMED UNDER THE LAWS OF A STATE OTHER THAN THIS 1,548
STATE OR UNDER ANY CHAPTER OF THE REVISED CODE OTHER THAN THIS 1,549
CHAPTER, THERE ALSO SHALL BE FILED IN THE PROPER OFFICE ALL 1,550
DOCUMENTS THAT ARE REQUIRED TO BE FILED IN CONNECTION WITH THE 1,551
MERGER OR CONSOLIDATION BY THE LAWS OF THAT STATE OR BY THAT
CHAPTER.
(B)(C) Upon such THE filing OF A CERTIFICATE OF MERGER OR 1,554
CONSOLIDATION AND OTHER FILINGS AS DESCRIBED IN DIVISION (B) OF 1,555
THIS SECTION, or at such later date as the agreement CERTIFICATE 1,556
OF MERGER OR CONSOLIDATION specifies, the merger or consolidation 1,557
shall become effective. 1,558
(C) A copy of such agreement, certified by the (D) THE 1,561
secretary of state, may be filed for record in the office of the 1,562
county recorder of any county in this state, and for such SHALL 1,564
FURNISH, UPON REQUEST AND PAYMENT OF A FEE OF TEN DOLLARS, A
CERTIFICATE SETTING FORTH THE NAME OF EACH CONSTITUENT ENTITY AND 1,565
THE STATE UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTED PRIOR 1,566
TO THE MERGER OR CONSOLIDATION, THE NAME OF THE SURVIVING OR NEW 1,567
ENTITY AND THE STATE UNDER WHOSE LAWS THE SURVIVING ENTITY EXISTS 1,568
OR THE NEW ENTITY IS TO EXIST, THE DATE OF FILING OF THE 1,569
CERTIFICATE OF MERGER OR CONSOLIDATION WITH THE SECRETARY OF
STATE, AND THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION. 1,570
THE CERTIFICATE OF THE SECRETARY OF STATE OR A COPY OF THE MERGER 1,571
OR CONSOLIDATION CERTIFIED BY THE SECRETARY OF STATE MAY BE FILED 1,572
FOR RECORD IN THE OFFICE OF THE RECORDER OF ANY COUNTY IN THIS 1,573
STATE AND, IF FILED, SHALL BE RECORDED IN THE RECORDS OF DEEDS 1,574
FOR THAT COUNTY. FOR THAT recording, the county recorder shall 1,576
35
charge and collect the same fee as in the case of deeds. Such 1,577
copy shall be recorded in the records of deeds. 1,578
Sec. 1702.46. (A) Upon the filing of the agreement 1,588
CERTIFICATE of merger or consolidation in compliance with the 1,589
laws of each state under the laws of which any constituent 1,590
corporation exists, or at such later date as the agreement 1,591
CERTIFICATE specifies, the merger or consolidation shall become 1,592
effective.
(B) The effect of such merger or consolidation, if the 1,594
surviving or new corporation is to be a domestic corporation, 1,595
shall be the same as in the case of the merger or consolidation 1,596
of domestic corporations. If the surviving or new corporation is 1,597
to be a foreign corporation:
(1) The surviving or new corporation shall thenceforth be 1,599
liable for all the obligations of each of the constituent 1,600
corporations;
(2) All the rights of creditors of each constituent 1,602
corporation shall be preserved unimpaired, and all liens upon the 1,603
property of any of the constituent corporations shall be 1,604
preserved unimpaired, limited in lien to the property affected by 1,605
such liens immediately prior to the effective date of the merger 1,606
or consolidation;
(3) The effect of such merger or consolidation shall, in 1,608
all other respects, be the same as in the case of the merger or 1,609
consolidation of domestic corporations except in so far as the 1,610
laws of such other state otherwise provide. 1,611
(C) If the surviving or new corporation is to be a foreign 1,613
corporation and if the agreement CERTIFICATE states that the 1,614
surviving or new corporation desires to exercise its corporate 1,616
privileges in this state as a foreign corporation in a continual 1,617
course of transactions, the surviving or new corporation shall,
when the merger or consolidation becomes effective, be deemed to 1,618
have complied with the requirements for procuring a certificate 1,619
authorizing it to do so, and a copy of the agreement CERTIFICATE 1,620
36
of merger or consolidation, certified by the secretary of state 1,621
of this state, shall be considered and accepted as the license 1,622
certificate prescribed by the laws of this state for a foreign 1,623
corporation exercising its corporate privileges in this state in
a continual course of transactions. 1,624
Sec. 1702.59. Every nonprofit corporation, incorporated 1,634
under the general corporation laws of this state, or previous 1,635
laws, or under special provisions of the Revised Code, or created 1,636
before September 1, 1851, which corporation has expressedly or 1,637
impliedly elected to be governed by the laws passed since that 1,638
date, and whose articles or other documents are filed with the 1,639
secretary of state, shall file with the secretary of state a 1,640
verified statement of continued existence, signed by a trustee, 1,641
officer, or three members in good standing, setting forth the 1,642
corporate name, the place where the principal office of the 1,643
corporation is located, the date of incorporation, the fact that 1,644
the corporation is still actively engaged in exercising its 1,645
corporate privileges, and the name and address of its agent 1,646
appointed pursuant to section 1702.06 of the Revised Code. 1,647
The first statement of continued existence required by this 1,649
section shall be filed with the secretary of state on or before 1,650
March 31, 1958. Thereafter, each EACH corporation required to 1,651
file such A statement OF CONTINUED EXISTENCE shall file it with 1,653
the secretary of state within each five years after the date of
incorporation or of the last corporate filing. For filing such 1,654
statements of continued existence, the secretary of state shall 1,655
charge and collect a fee of five dollars. 1,656
Corporations specifically exempted by division (N) of 1,658
section 1702.06 of the Revised Code, or whose activities are 1,659
regulated or supervised by another state official, agency, 1,660
bureau, department, or commission are exempted from this section. 1,661
The secretary of state shall give notice in writing and 1,663
provide a form for compliance with this section to each 1,664
corporation required by this section to file the statement of 1,665
37
continued existence, such notice and form to be mailed to the 1,666
last known address of the corporation as it appears on the 1,667
records of the secretary of state or which he THE SECRETARY OF 1,668
STATE may ascertain upon a reasonable search. 1,670
In the event any nonprofit corporation required by this 1,672
section to file a statement of continued existence fails to file 1,673
the first statement, or after filing the first statement fails to 1,674
file the statement required every fifth year, then the secretary 1,675
of state shall cancel the articles of such corporation, make a 1,676
notation of the cancellation on his THE records, and mail to the 1,677
corporation a certificate of his THE action so taken. 1,678
A corporation whose articles have been canceled may be 1,680
reinstated by filing an application for reinstatement and paying 1,681
to the secretary of state a fee of ten dollars. THE NAME OF A 1,682
CORPORATION WHOSE ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED 1,683
FOR A PERIOD OF ONE YEAR AFTER THE DATE OF CANCELLATION. If the 1,684
reinstatement is not made within one year from the date of the 1,685
cancellation of its articles of incorporation and it appears that 1,686
articles of incorporation have been issued to a corporation of 1,687
the same or similar CORPORATE name, LIMITED LIABILITY COMPANY 1,688
NAME, LIMITED LIABILITY PARTNERSHIP NAME, LIMITED PARTNERSHIP 1,689
NAME, OR TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT 1,690
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN SECTION 1702.06 OF 1,691
THE REVISED CODE, the applicant for reinstatement shall be 1,693
required by the secretary of state, as a condition prerequisite 1,694
to such reinstatement, to amend its articles by changing its 1,695
name. A certificate of reinstatement may be filed in the 1,696
recorder's office of any county in the state, for which the 1,697
recorder shall charge and collect a fee of one dollar. The
rights, privileges, and franchises of a corporation whose 1,698
articles have been reinstated are subject to section 1702.60 of 1,699
the Revised Code.
The secretary of state shall furnish the tax commissioner a 1,701
list of all corporations failing to file the required first 1,702
38
statement of continued existence, and thereafter shall furnish a 1,703
list of corporations failing to file the subsequent statement of 1,704
continued existence. 1,705
Sec. 1702.60. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 1,714
THIS DIVISION, UPON reinstatement of a corporation's articles of 1,716
incorporation in accordance with section 1702.06, 1702.59, or 1,717
1724.06 of the Revised Code, the rights, privileges, and 1,718
franchises, including all real or personal property rights and 1,719
credits and all contract and other rights, of the corporation
existing at the time its articles of incorporation were canceled 1,720
shall be fully vested in the corporation as if the articles had 1,721
not been canceled, and the corporation shall again be entitled to 1,722
exercise the rights, privileges, and franchises authorized by its 1,723
articles of incorporation. THE NAME OF A CORPORATION WHOSE 1,724
ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE 1,725
YEAR AFTER THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT 1,726
MADE WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 1,727
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 1,728
LIMITED LIABILITY NAME, LIMITED LIABILITY PARTNERSHIP NAME, 1,729
LIMITED PARTNERSHIP NAME, OR TRADE NAME HAS BEEN FILED, THE NAME 1,730
OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN 1,731
SECTION 1702.05 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL
REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 1,732
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 1,733
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's articles in 1,735
accordance with section 1702.06, 1702.59, or 1724.06 of the 1,736
Revised Code, both of the following apply to the exercise OF or 1,737
AN attempt to exercise any rights, privileges, or franchises, 1,738
including entering into or performing any contracts, on behalf of 1,739
the corporation by an officer, agent, or employee of the 1,740
corporation, after cancellation and prior to reinstatement of the 1,741
articles of incorporation: 1,742
(1) The exercise OF or AN attempt to exercise any rights, 1,744
39
privileges, or franchises on behalf of the corporation by the 1,745
officer, agent, or employee of the corporation has the same force 1,746
and effect that the exercise OF or AN attempt to exercise the 1,747
right, privilege, or franchise would have had if the 1,748
corporation's articles had not been canceled, if both of the 1,749
following apply:
(a) The exercise OF or AN attempt to exercise the right, 1,751
privilege, or franchise was within the scope of the corporation's 1,752
articles of incorporation that existed prior to cancellation; 1,753
(b) The officer, agent, or employee had no knowledge that 1,755
the corporation's articles of incorporation had been canceled. 1,756
(2) The corporation is liable exclusively for the exercise 1,758
OF or AN attempt to exercise any rights, privileges, or 1,759
franchises on behalf of the corporation by an officer, agent, or 1,760
employee of the corporation, if the conditions set forth in 1,761
divisions (B)(1)(a) and (b) of this section are met. 1,762
(C) Upon reinstatement of a corporation's articles of 1,764
incorporation in accordance with section 1702.06, 1702.59, or 1,765
1724.06 of the Revised Code, the exercise OF or AN attempt to 1,766
exercise any rights, privileges, or franchises on behalf of the 1,767
corporation by an officer, agent, or employee of the corporation, 1,768
after cancellation and prior to reinstatement of the articles of 1,769
incorporation does not constitute a failure to comply with 1,770
division (A) of section 1702.49 or a violation of section 1702.57 1,771
of the Revised Code, if the conditions set forth in divisions 1,772
(B)(1)(a) and (b) of this section are met. 1,773
(D) This section is remedial in nature and is to be 1,775
construed liberally to accomplish the purpose of providing full 1,776
reinstatement of a corporation's articles of incorporation 1,777
retroactive, in accordance with this section, to the time of the 1,778
cancellation of the articles. 1,779
Sec. 1703.04. (A) To procure a license to transact 1,789
business in this state, a foreign corporation for profit shall 1,790
file with the secretary of state a certificate of good standing 1,791
40
or subsistence, dated not earlier than sixty NINETY days prior to 1,793
the filing of the application, under the seal of the secretary of 1,794
state, or other proper official, of the state under the laws of 1,795
which said corporation was incorporated, setting forth: 1,796
(1) The exact corporate title; 1,798
(2) The date of incorporation; 1,800
(3) The fact that the corporation is in good standing or 1,802
is a subsisting corporation. 1,803
(B) To procure such a license, such corporation also shall 1,806
file with the secretary of state an application in such form as 1,807
the secretary of state prescribes, verified by the oath of any 1,808
authorized officer of such corporation, setting forth, but not 1,809
limited to:
(1) The name of the corporation and, if its corporate name 1,811
is not available, the trade name under which it will do business 1,812
in this state; 1,813
(2) The name of the state under the laws of which it was 1,815
incorporated; 1,816
(3) The location and complete address of its principal 1,818
office; 1,819
(4) The name of the county and the municipal corporation 1,821
or township in which its principal office within this state, if 1,822
any, is to be located; 1,823
(5) The appointment of a designated agent and the complete 1,825
address of such agent; 1,826
(6) The irrevocable consent of such corporation to service 1,828
of process on such agent so long as the authority of such agent 1,829
continues and to service of process upon the secretary of state 1,830
in the events provided for in section 1703.19 of the Revised 1,831
Code; 1,832
(7) A brief summary of the corporate purposes to be 1,834
exercised within this state. 1,835
(C) Upon the filing by a foreign corporation for profit of 1,837
an application for a license to transact business in this state, 1,838
41
the corporation shall pay a filing fee of one hundred dollars to 1,839
the secretary of state. 1,840
(D)(1) No such application for a license shall be accepted 1,842
for filing if it appears that the name of the foreign corporation 1,843
is prohibited by law or is not distinguishable upon the records 1,844
in the office of the secretary of state from the name of any 1,845
other corporation, whether nonprofit or for profit and whether 1,846
that of a domestic corporation or of a foreign corporation 1,847
authorized to transact business in this state, THE NAME OF A 1,848
LIMITED LIABILITY COMPANY REGISTERED IN THE OFFICE OF THE 1,849
SECRETARY OF STATE PURSUANT TO CHAPTER 1705. OF THE REVISED CODE, 1,850
WHETHER DOMESTIC OR FOREIGN, THE NAME OF ANY LIMITED LIABILITY 1,851
PARTNERSHIP REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE 1,852
PURSUANT TO CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC 1,854
OR FOREIGN, THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 1,855
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 1,857
REVISED CODE, WHETHER DOMESTIC OR FOREIGN, or a trade name, TO 1,859
WHICH the exclusive right to which is at the time in question IS 1,860
registered in the manner provided in Chapter 1329. of the Revised 1,861
Code, unless there also is filed with the secretary of state, on 1,862
a form prescribed by the secretary of state, the consent of the 1,864
other corporation ENTITY or person to the use of the name, 1,866
evidenced in a writing signed by any authorized officer of the 1,867
other corporation ENTITY or authorized party REPRESENTATIVE of 1,868
the other person owning the exclusive right to the registered 1,869
trade name. Notwithstanding the prior sentence 1,870
(2) NOTWITHSTANDING DIVISION (D)(1) OF THIS SECTION, if an 1,873
application for a license is not acceptable for filing solely 1,874
because the name of the foreign corporation is not 1,875
distinguishable from the name of another corporation ENTITY or 1,876
registered trade name, the foreign corporation may be authorized 1,877
to transact business in this state by filing with the secretary 1,878
of state, in addition to those items otherwise prescribed by this 1,879
section, a statement signed by an authorized officer directing 1,880
42
the foreign corporation to make application for a license to 1,881
transact business in this state under an assumed business name or 1,882
names that comply with the requirements of this division and 1,883
stating that the foreign corporation will transact business in 1,884
this state only under the assumed name or names. The application 1,885
for a license shall be on a form prescribed by the secretary of 1,886
state.
Sec. 1703.041. (A) Every foreign corporation for profit 1,895
that is licensed to transact business in this state, and every 1,896
foreign nonprofit corporation that is licensed to exercise its 1,897
corporate privileges in this state, shall have and maintain an 1,898
agent, sometimes referred to as the "designated agent," upon whom 1,899
process against such THE corporation may be served within this 1,900
state. The agent may be a natural person who is a resident of 1,902
this state, or may be a domestic corporation for profit or a 1,903
foreign corporation for profit holding a license as such under 1,904
the laws of this state which THAT is authorized by its articles 1,905
of incorporation to act as such AN agent, and which THAT has a 1,907
business address in this state. 1,908
(B) The written appointment of a designated agent shall 1,910
set forth the name and address of the agent, including the street 1,911
and number or other particular description, and shall otherwise 1,912
be in such form as the secretary of state prescribes. The 1,913
secretary of state shall keep a record of the names of such 1,914
foreign corporations and the names and addresses of their 1,915
respective agents. 1,916
(C) If a foreign corporation changes the location of its 1,918
principal office in this state, it shall file with the secretary 1,919
of state, on a form prescribed by the secretary of state, a 1,921
written statement setting forth the new location.
(D) If the designated agent dies, removes from the state, 1,923
or resigns, the foreign corporation shall forthwith appoint 1,924
another agent and file in the office of the secretary of state, 1,925
on a form prescribed by the secretary of state, a written 1,927
43
appointment of such AN AMENDMENT TO THE CORPORATION'S APPLICATION 1,928
FOR A FOREIGN LICENSE INDICATING THE NAME AND ADDRESS OF THE NEW 1,929
agent.
(E)(D) If the designated agent changes the agent's address 1,932
from that appearing upon the record in the office of the
secretary of state, the foreign corporation or the designated 1,933
agent in its behalf shall forthwith file with the secretary of 1,934
state, on a form prescribed by the secretary of state, a written 1,936
statement AN AMENDMENT TO THE CORPORATION'S APPLICATION FOR A
FOREIGN LICENSE setting forth the new address unless the change 1,938
is reported on the annual report filed with the department of 1,939
taxation.
(F)(E) A designated agent may resign by filing with the 1,941
secretary of state, on a form prescribed by the secretary of 1,942
state, a signed statement to that effect. The secretary of state 1,944
shall forthwith mail a copy of such statement to the foreign 1,945
corporation at its principal office as shown by the record in his 1,946
office. Upon the expiration of sixty days after such THE filing, 1,947
the authority of the agent shall terminate. 1,948
(G)(F) A foreign corporation may revoke the appointment of 1,950
a designated agent by filing with the secretary of state, on a 1,951
form prescribed by the secretary of state, a written appointment 1,953
of AN AMENDMENT TO ITS APPLICATION FOR A FOREIGN LICENSE
APPOINTING another agent and THAT INCLUDES a statement that the 1,955
appointment of the former agent is revoked. 1,956
(H)(G) Process may be served upon a foreign corporation by 1,958
delivering a copy of it to its designated agent, if a natural 1,959
person, or by delivering a copy of it at the address of its agent 1,960
in this state, as such THE address appears upon the record in the 1,962
office of the secretary of state. 1,963
(I)(H) This section does not limit or affect the right to 1,965
serve process upon a foreign corporation in any other manner 1,966
permitted by law. 1,967
(J)(I) Every foreign corporation for profit shall state in 1,969
44
each annual report filed by it with the department of taxation 1,970
the name and address of its designated agent in this state. 1,971
(K) A written appointment of a designated agent or a 1,973
written statement filed by a foreign corporation in the office of 1,974
the secretary of state shall be signed by any authorized officer 1,975
of the corporation. A written statement filed in the office of 1,977
the secretary of state by a designated agent in behalf of a 1,978
foreign corporation pursuant to division (E) of this section 1,979
shall be signed by such agent and, if the agent is a corporation, 1,980
by any authorized officer of the corporation. 1,981
(L) For filing a written appointment of an agent other 1,983
than one filed with the application for a license to transact 1,984
business in this state or to exercise its corporate privileges in 1,985
this state, and for filing a statement of change of address of an 1,986
agent or a change of location of a principal office, the 1,987
secretary of state shall charge and collect a fee of three 1,988
dollars. 1,989
Sec. 1703.15. No foreign corporation shall transact in 1,998
this state any business that could not be lawfully transacted by 1,999
a domestic corporation. Whenever the secretary of state finds 2,000
that a foreign corporation licensed to transact business in this 2,001
state is transacting in this state a business that a domestic 2,002
corporation could not lawfully transact, is transacting business 2,003
in this state in a corporate name that is not readily 2,004
distinguishable from the name of every other corporation, LIMITED 2,005
LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR LIMITED 2,006
PARTNERSHIP, domestic or foreign, OR EVERY TRADE NAME, REGISTERED 2,007
IN THE OFFICE OF THE SECRETARY OF STATE, theretofore authorized 2,008
to transact business in this state, without the consent of the 2,009
other corporation, LIMITED LIABILITY COMPANY, LIMITED LIABILITY 2,010
PARTNERSHIP, LIMITED PARTNERSHIP, OR TRADE NAME REGISTRANT, 2,011
evidenced by a resolution of its board of directors certified by 2,012
its secretary or assistant secretary and IN WRITING filed with 2,013
the secretary of state PURSUANT TO SECTION 1703.04 OF THE REVISED 2,015
45
CODE, or has failed, after the death or resignation of its 2,016
designated agent or his THE DESIGNATED AGENT'S removal from this 2,017
state, to designate another agent as required by section 1703.041 2,019
of the Revised Code, the secretary of state shall give notice 2,020
thereof by certified mail to the corporation, and unless such. 2,021
UNLESS THAT failure is cured within thirty days after the mailing 2,022
by the secretary of state of the notice or within such further 2,024
period as the secretary of state grants, the secretary of state 2,025
shall, upon the expiration of such period, SHALL cancel the 2,026
license of the foreign corporation to transact business in this 2,027
state, give notice of the cancellation to the corporation by 2,028
mail, and make a notation of the cancellation on his THE 2,029
SECRETARY OF STATE'S records.
A FOREIGN CORPORATION WHOSE LICENSE HAS BEEN CANCELED MAY 2,032
BE REINSTATED UPON ITS FILING WITH THE SECRETARY OF STATE, ON A 2,033
FORM PRESCRIBED BY THE SECRETARY OF STATE, AN APPLICATION FOR 2,034
REINSTATEMENT ACCOMPANIED BY A FEE OF TEN DOLLARS. IF THE
APPLICATION FOR REINSTATEMENT IS SUBMITTED IN A TAX YEAR OR 2,035
CALENDAR YEAR OTHER THAN THAT IN WHICH THE CANCELLATION OCCURRED, 2,037
THE APPLICATION ALSO SHALL BE ACCOMPANIED BY A CERTIFICATE OF 2,038
REINSTATEMENT ISSUED BY THE DEPARTMENT OF TAXATION. THE NAME OF 2,039
A CORPORATION WHOSE LICENSE HAS BEEN CANCELED PURSUANT TO THIS 2,040
SECTION SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER THE DATE 2,041
OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE WITHIN ONE 2,043
YEAR AFTER THE DATE OF CANCELLATION OF THE FOREIGN LICENSE AND IT 2,044
APPEARS THAT A CORPORATE NAME, LIMITED LIABILITY COMPANY NAME, 2,045
LIMITED LIABILITY PARTNERSHIP NAME, LIMITED PARTNERSHIP NAME, OR 2,046
TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN DIVISION (D) OF 2,048
SECTION 1703.04 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL 2,051
REQUIRE THE APPLICANT FOR THE REINSTATEMENT, AS A CONDITION 2,052
PREREQUISITE TO SUCH REINSTATEMENT, TO APPLY FOR AUTHORIZATION TO 2,053
TRANSACT BUSINESS IN THIS STATE UNDER AN ASSUMED NAME. 2,054
Sec. 1703.19. The secretary of state shall be the agent of 2,063
46
any foreign corporation licensed to do business in this state, 2,064
upon whom process against it from any court in this state or from 2,065
any public authorities may be served within this state if the 2,066
designated agent cannot be found, if the corporation has failed 2,067
to designate another agent when required to do so under sections 2,068
1703.01 to 1703.31 of the Revised Code, or if the license of a 2,069
corporation to do business in this state has expired or has been 2,070
canceled. Pursuant to such service, suit may be brought in the 2,071
county where the principal office of the corporation in this 2,072
state is or was located, or in any county in which the cause of 2,073
action arose. Such service shall be made upon the secretary of 2,074
state by leaving with him THE SECRETARY OF STATE, or with an 2,075
assistant secretary of state, triplicate QUADRUPLICATE copies of 2,077
such process and a fee of five dollars which shall be included as 2,079
taxable costs in case of judicial proceedings. Upon receipt of 2,080
such process and fee the secretary of state shall forthwith give 2,081
notice to the corporation, both at its principal office and, at 2,082
its principal office in this state, AND AT ANY DIFFERENT ADDRESS 2,083
SHOWN ON ITS LAST FRANCHISE TAX REPORT FILED IN THIS STATE, of 2,084
the service of such process, shall forward BY FORWARDING to each 2,085
of such offices by certified mail, with request for return 2,087
receipt, a copy of such process, and shall retain a copy of such 2,088
process in his THE SECRETARY OF STATE'S files.
The secretary of state shall keep a record of any such 2,090
process served upon him THE SECRETARY OF STATE and shall record 2,091
therein the time of such service and his THE SECRETARY OF STATE'S 2,093
action thereafter with respect to it. 2,094
This section does not affect any right to serve process 2,096
upon a foreign corporation in any other manner permitted by law. 2,097
Sec. 1705.05. (A) The name of a limited liability company 2,106
shall include the words, "limited liability company," without 2,107
abbreviation or shall include one of the following abbreviations: 2,108
"LLC," "L.L.C.," "limited," "ltd.," or "ltd". 2,109
(B)(1) Except as provided in this section and in sections 2,111
47
1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised 2,112
Code, the secretary of state shall not accept for filing in the 2,114
secretary of state's office the articles of organization of a
limited liability company if the company name set forth in the 2,116
articles is not distinguishable on the records of the secretary 2,117
of state from the name of either ANY of the following: 2,118
(a) Any other limited liability company, whether the name 2,120
is of a domestic limited liability company or of a foreign 2,121
limited liability company registered as a foreign limited 2,122
liability company under this chapter; 2,123
(b) Any corporation, whether the name is of a domestic 2,125
corporation or of a foreign corporation holding a license as a 2,126
foreign corporation under the laws of this state PURSUANT TO 2,128
CHAPTER 1701., 1702., OR 1703. OF THE REVISED CODE;
(c) ANY LIMITED LIABILITY PARTNERSHIP, WHETHER THE NAME IS 2,130
OF A DOMESTIC LIMITED LIABILITY PARTNERSHIP OR A FOREIGN LIMITED 2,131
LIABILITY PARTNERSHIP REGISTERED PURSUANT TO CHAPTER 1775. OF THE 2,132
REVISED CODE;
(d) ANY LIMITED PARTNERSHIP, WHETHER THE NAME IS OF A 2,135
DOMESTIC LIMITED PARTNERSHIP OR A FOREIGN LIMITED PARTNERSHIP 2,136
REGISTERED PURSUANT TO CHAPTER 1782. OF THE REVISED CODE; 2,137
(e) ANY TRADE NAME TO WHICH THE EXCLUSIVE RIGHT, AT THE 2,139
TIME IN QUESTION, IS REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,140
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,141
(2) The secretary of state may accept for filing in the 2,143
secretary of state's office the articles of organization of a 2,145
limited liability company whose name set forth in the articles is 2,146
not distinguishable on the records of the secretary of state from 2,147
ANY TRADE NAME OR the name of another limited liability company, 2,148
corporation, LIMITED LIABILITY PARTNERSHIP, or limited 2,149
partnership if there also is filed in the secretary of state's 2,150
office the consent of the other limited liability company, 2,151
corporation, ENTITY or limited partnership, IN THE CASE OF A 2,152
REGISTERED TRADE NAME, THE PERSON IN WHOSE NAME IS REGISTERED THE 2,153
48
EXCLUSIVE RIGHT to the use of the particular name. 2,154
(C) A consent given by a limited liability company AN 2,156
ENTITY OR PERSON IN WHOSE NAME IS REGISTERED THE EXCLUSIVE RIGHT 2,157
TO USE A TRADE NAME, to the use of a name by another A limited 2,158
liability company, shall be in the form of an instrument, 2,160
prescribed by the secretary of state, that is signed by an 2,161
authorized member, manager, OFFICER or other AUTHORIZED 2,162
representative of the consenting limited liability company ENTITY 2,163
OR PERSON IN WHOSE NAME THE TRADE NAME IS REGISTERED. 2,164
(D) If a judicial sale or a judicial transfer by sale, 2,166
transfer of good will, or otherwise involves the right to use the 2,167
name of a domestic limited liability company or of a foreign 2,168
limited liability company registered as a foreign limited 2,169
liability company under this chapter, then, at the request of the 2,170
purchaser or transferee of that right, the secretary of state 2,171
shall accept for filing articles of organization of a limited 2,172
liability company with a name that is the same as or similar to 2,173
the name of the other limited liability company if there also is 2,174
filed in the secretary of state's office a certified copy of the 2,176
court order or decree that confirms or otherwise evidences the 2,177
purchase or transfer.
(E) Any person that wishes to reserve a name for a 2,179
proposed new limited liability company or any limited liability 2,180
company that intends to change its name may submit to the 2,181
secretary of state, on a form prescribed by the secretary of 2,182
state, a written application for the exclusive right to use a 2,184
specified name as the name of the company. If the secretary of 2,185
state finds, consistent with this section, that the specified 2,186
name is available for use, the secretary of state shall endorse 2,187
the secretary of state's approval upon and file the application. 2,188
From the date of the endorsement FILING, the applicant has the 2,189
exclusive right for sixty days to use the specified name as the 2,191
name of the limited liability company, counting the date of the 2,192
endorsement FILING as the first of the sixty days. The right so 2,194
49
obtained may be transferred by the applicant or other holder of 2,195
the right by filing in the office of the secretary of state a 2,196
written transfer, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, 2,197
that states the name and address of the transferee. 2,198
(F) The secretary of state shall charge and collect a fee 2,200
of five dollars for filing under this section any application or 2,201
document other than articles of organization or a consent to the 2,202
use of a name. 2,203
Sec. 1705.07. (A) If articles of organization or another 2,213
certificate OTHER CERTIFICATES relating to a limited liability 2,214
company is filed with ARE SUBMITTED TO the secretary of state and 2,216
he THE SECRETARY OF STATE finds that it complies THEY COMPLY with 2,217
this chapter, he THE SECRETARY OF STATE shall endorse on ACCEPT 2,219
the document the date of its ARTICLES OR OTHER CERTIFICATES FOR 2,220
filing and a file number and shall make a copy of the endorsed 2,221
document ARTICLES OR OTHER CERTIFICATES for his THE SECRETARY OF 2,222
STATE'S records BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 2,223
DIGITIZED PROCESS. The document endorsed by EVIDENCE OF the 2,224
secretary of state FILING shall be returned to the person who 2,225
filed it.
(B) The secretary of state is not required to file any 2,227
document that relates to a limited liability company except 2,228
documents required to be filed under this chapter. The duties 2,229
imposed upon the secretary of state by this chapter are 2,230
ministerial. The secretary of state shall not make any 2,231
determination regarding the legal sufficiency of any document 2,232
that is presented for filing under this chapter, and that appears 2,233
on its face to be legally sufficient. 2,234
(C) No person dealing with a limited liability company is 2,236
charged with constructive notice of the contents of any document 2,237
by reason of its filing with the secretary of state. 2,238
Sec. 1705.54. (A) Before transacting business in this 2,248
state, a foreign limited liability company shall register with 2,249
the secretary of state. The company shall register by submitting 2,250
50
to the secretary of state an application for registration as a 2,251
foreign limited liability company. The application shall be on a 2,252
form that is prescribed by the secretary of state, be signed by 2,253
an authorized representative of the company, and set forth all of 2,254
the following: 2,255
(1) The name of the company and, if different, the name 2,257
under which it is registered or organized in the state of its 2,258
organization; 2,259
(2) The state in which it was organized and the date of 2,261
its formation; 2,262
(3) The name and address of an agent for service of any 2,264
process, notice, or demand on the company. The appointed agent 2,265
shall be an individual who is a resident of this state, a 2,266
domestic corporation, or a foreign corporation that has a place 2,267
of business and is authorized to do business in this state. 2,268
(4) A statement that the secretary of state is appointed 2,270
the agent of the company for service of any process, notice, or 2,271
demand on the company if an agent is not appointed as described 2,272
in division (A)(3) of this section or if an agent is appointed 2,273
pursuant to that division but the authority of that agent has 2,274
been revoked or the agent cannot be found or served after the 2,275
exercise of reasonable diligence; 2,276
(5) An address to which interested persons may direct 2,278
requests for copies of the articles of organization, operating 2,279
agreement, bylaws, or other charter documents of the company. 2,280
(B) Upon receipt of an application for registration as a 2,282
foreign limited liability company and the filing fee required by 2,283
law, the secretary of state shall endorse on ACCEPT the 2,284
application the date of its FOR filing and a file number and 2,286
shall make a copy of the endorsed application for his THE 2,287
SECRETARY OF STATE'S records BY MICROFILM OR BY ANY AUTHORIZED
PHOTOSTATIC OR DIGITIZED PROCESS. The application as endorsed by 2,288
EVIDENCE OF the secretary of state FILING shall be returned to 2,290
the company or its representative.
51
(C) Upon being filed in accordance with division (B) of 2,292
this section, an application for registration as a foreign 2,293
limited liability company shall be deemed to be the certificate 2,294
of registration of the applicant as a foreign limited liability 2,295
company authorized to transact business in this state. 2,296
Sec. 1733.08. (A) When the articles and other documents 2,306
relating to the credit union have been filed with SUBMITTED TO 2,307
the secretary of state, he THE SECRETARY OF STATE shall note 2,309
ACCEPT the date of his approval ARTICLES AND OTHER DOCUMENTS for 2,310
filing, a file number, properly record the same, and properly 2,312
certify and return said articles BY MICROFILM OR BY ANY
AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE OF THE 2,313
FILING SHALL BE RETURNED to the credit union. 2,314
(B) The legal existence of the credit union shall begin 2,316
upon the filing of the articles with the secretary of state. 2,317
Sec. 1733.37. (A) If it appears that any credit union is 2,327
bankrupt or insolvent, that its shares are impaired, that it has 2,328
violated this chapter, or rules adopted by the superintendent of 2,329
credit unions, or that it is operating in an unsafe or unsound 2,330
manner, or if the credit union is experiencing a declining trend 2,331
in its financial condition and a majority of its board of 2,332
directors, by resolution, requests the issuance of an order under 2,333
this division, the superintendent may issue an order revoking the 2,334
credit union's articles of incorporation and appointing a 2,335
liquidating agent to liquidate the credit union in accordance 2,336
with this section. 2,337
(B) A credit union under order to liquidate or in the 2,339
course of liquidation, shall continue in existence for the 2,340
purpose of discharging its debts, collecting and distributing its 2,341
assets, and doing all acts required in order to wind up its 2,342
business, and may sue and be sued for the purpose of enforcing 2,343
such debts and obligations until its affairs are fully adjusted. 2,344
The board of directors, or in the case of involuntary 2,345
dissolution, the liquidating agent, shall use the assets of the 2,346
52
credit union to pay: first, expenses incidental to liquidation, 2,347
including any surety bond that may be required; second, any 2,348
liability due nonmembers; third, redemption of shares and share 2,349
accounts. Assets then remaining shall be distributed to the 2,350
members proportionately to the purchase price of shares held by 2,351
each member as of the date dissolving was voted, or the date of 2,352
suspension, as the case may be. 2,353
(C) As soon as the board or the liquidating agent 2,355
determines that all assets from which there is a reasonable 2,356
expectancy of realization have been liquidated and distributed as 2,357
set forth in this section, it shall execute a certificate of 2,358
dissolution on a form prescribed by the superintendent of credit 2,359
unions and file SUBMIT the certificate with TO the secretary of 2,361
state who shall, after filing or recording and indexing, forward 2,362
EVIDENCE OF the certificate FILING to the superintendent, 2,363
whereupon the credit union shall be dissolved. 2,365
(D) If the articles of a credit union have been canceled 2,367
for cause, or if a credit union has filed a certificate of 2,368
dissolution or has indicated an intention to file such 2,369
certificate, and the directors and officers of the credit union, 2,370
in the opinion of the superintendent, are not conducting the 2,371
liquidation proceedings in an expeditious, orderly, and efficient 2,372
manner or in the best interest of its members, the superintendent 2,373
may terminate the liquidation proceedings and issue an order 2,374
appointing a liquidating agent to liquidate the credit union in 2,375
accordance with this section. Such liquidating agent shall 2,376
furnish bond for the faithful discharge of his THE LIQUIDATING 2,377
AGENT'S duties in an amount to be approved by the superintendent. 2,379
(E) The liquidating agent may, under such rules as the 2,381
superintendent prescribes: 2,382
(1) Receive and take possession of the books, records, 2,384
assets, and property of every description of the credit union in 2,385
liquidation; sell, enforce collection of, and liquidate all such 2,386
assets and property; compound all bad or doubtful debts, sue in 2,387
53
the name of the credit union in liquidation, and defend such 2,388
actions as are brought against him as THE liquidating agent IN 2,390
THE CAPACITY AS SUCH or against the credit union; 2,391
(2) Receive, examine, and pass upon all claims against the 2,393
credit union in liquidation, including claims of members; 2,394
(3) Make distribution and payment to creditors and members 2,396
as their interests appear; 2,397
(4) Execute such documents and papers and do such other 2,399
acts as he THE LIQUIDATING AGENT deems necessary or desirable to 2,400
discharge his OFFICIAL duties. 2,401
(F) The expenses incurred by the liquidating agent in the 2,403
liquidation of the credit union include the compensation of the 2,404
liquidating agent and any other necessary or proper expenses 2,405
connected therewith, all of which shall be paid in order of 2,406
priority out of the property of such credit union in the hands of 2,407
the liquidating agent. Such expenses of liquidation, including 2,408
the compensation of the liquidating agent, are subject to 2,409
approval by the superintendent unless such agent is appointed by 2,410
the court. In no event shall the total of such expenses exceed 2,411
ten per cent of the assets of the credit union existing at the 2,412
date of the appointment of the liquidating agent, nor shall the 2,413
compensation of such agent exceed five per cent of such assets 2,414
upon such date or five thousand dollars, whichever is the lesser 2,415
amount. 2,416
(G) Subject to the prior approval of the superintendent, a 2,418
credit union may enter into a purchase and assumption agreement 2,419
to purchase any of the assets or assume any of the liabilities of 2,420
a credit union for which a liquidating agent has been appointed 2,421
by order of the superintendent in accordance with this section. 2,422
All persons, associations, and select groups eligible for 2,423
membership in the credit unions that are parties to the purchase 2,424
and assumption agreement shall be deemed to have a common bond of 2,425
association. The assumption of the field of membership may be 2,426
restricted, as specified in the purchase and assumption 2,427
54
agreement. 2,428
Sec. 1775.61. (A) To become a domestic limited liability 2,438
partnership, a partnership shall file with the secretary of state 2,440
a registration application on a form prescribed by the secretary 2,441
of state that contains only the following information:
(1) The name of the partnership; 2,443
(2) The address of the partnership's principal office, or, 2,445
if the partnership's principal office is not located in this 2,446
state, the address of the partnership office filing for 2,447
registration and the name and address of a statutory agent for 2,448
service of process within this state; 2,449
(3) A brief statement of the business in which the 2,451
partnership engages; 2,452
(4) A statement indicating that the partnership is 2,454
applying for status as a limited liability partnership; 2,456
(5) The effective date of the registration, which date may 2,458
be on or after the date of the filing of the registration 2,459
application.
(B) Every partnership filing a registration application 2,462
whose principal place of business is not in this state shall have 2,463
and maintain a statutory agent upon whom any process, notice, or 2,464
demand may be served. 2,465
(C) The registration application shall be executed by a 2,467
majority in interest of the partners or by one or more partners 2,468
authorized by the partnership to execute a registration 2,469
application. 2,470
(D) The registration application shall be accompanied by 2,473
the application fee specified in division (F) of section 111.16 2,474
of the Revised Code.
(E) The secretary of state shall register as a registered 2,476
limited liability partnership, any partnership that submits a 2,478
completed registration application with the required fee. 2,479
(F) If there has been substantial compliance by a 2,481
partnership with this chapter, the THE partnership becomes a 2,482
55
registered limited liability partnership upon filing its 2,483
completed registration application and the required fee with the 2,484
secretary of state or at any later date or time specified in the 2,485
registration application. A partnership continues to be a 2,487
limited liability partnership if the partnership has 2,488
substantially complied with the requirements of this chapter. 2,489
The status of a partnership as a limited liability partnership 2,490
shall not be adversely affected by minor errors or subsequent 2,491
changes in the information provided in a registration application 2,492
filed pursuant to division (A) of this section. 2,493
(G) IF ANY STATEMENT IN THE APPLICATION FOR REGISTRATION 2,495
OF A DOMESTIC LIMITED LIABILITY PARTNERSHIP WAS MATERIALLY FALSE 2,496
WHEN MADE OR IF ANY FACTS DESCRIBED HAVE CHANGED, THEREBY MAKING 2,497
THE APPLICATION INACCURATE IN ANY MATERIAL RESPECT, THE DOMESTIC 2,498
LIMITED LIABILITY PARTNERSHIP SHALL PROMPTLY FILE WITH THE 2,499
SECRETARY OF STATE A CERTIFICATE CORRECTING THE APPLICATION ON A
FORM PRESCRIBED BY THE SECRETARY OF STATE AND THE CERTIFICATE 2,500
SHALL BE SIGNED BY ONE OR MORE PARTNERS AUTHORIZED BY THE 2,501
PARTNERSHIP TO EXECUTE SUCH A STATEMENT OF CORRECTION. 2,502
(H) Registration as a domestic limited liability 2,505
partnership ceases if either of the following occurs: 2,507
(1) The registration is voluntarily withdrawn by filing 2,510
with the secretary of state, on a form prescribed by the
secretary of state, a written withdrawal notice executed by a 2,512
majority in interest of the partners or by one or more partners 2,513
authorized by the partnership to execute a withdrawal notice; 2,514
(2) The registration is canceled by the secretary of state 2,516
pursuant to section 1775.63 of the Revised Code. 2,517
(H) The secretary of state may provide forms for 2,519
registration applications. 2,520
Sec. 1775.62. (A) The name of a domestic registered 2,529
limited liability partnership shall contain the words "registered 2,531
partnership having limited liability" or "limited liability 2,532
partnership," or the abbreviation "P.L.L.," "PLL", "L.L.P.," or 2,534
56
"LLP" as the last words or letters of its name.
(B) The name of a foreign limited liability partnership 2,537
doing business in this state shall contain one of the following
as the last words or letters of its name: 2,538
(1) The words "registered limited liability partnership" 2,540
or "limited liability partnership"; 2,541
(2) The abbreviation "P.L.L.," "PLL," "L.L.P.," or "LLP"; 2,544
(3) Other similar words or abbreviations that are required 2,546
or authorized by the laws of the state where the partnership was 2,547
formed.
(C) THE NAME OF A DOMESTIC REGISTERED LIMITED LIABILITY 2,550
PARTNERSHIP OR FOREIGN LIMITED LIABILITY PARTNERSHIP SHALL BE 2,551
DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF THE SECRETARY 2,552
OF STATE FROM ALL OF THE FOLLOWING: 2,553
(1) THE NAME OF ANY OTHER LIMITED LIABILITY PARTNERSHIP 2,556
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 2,557
THIS CHAPTER, WHETHER DOMESTIC OR FOREIGN;
(2) THE NAME OF ANY DOMESTIC CORPORATION THAT IS FORMED 2,560
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE OR ANY FOREIGN 2,561
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 2,564
REVISED CODE;
(3) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 2,567
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 2,568
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,570
(4) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 2,572
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 2,574
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,576
(5) ANY TRADE NAME THE EXCLUSIVE RIGHT TO WHICH IS AT THE 2,578
TIME IN QUESTION REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,579
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,581
Sec. 1775.64. (A) Before transacting business in this 2,591
state, a foreign limited liability partnership shall file a 2,592
registration application with the secretary of state. The
application shall be on a form prescribed by the secretary of 2,593
57
state and shall set forth only the following information: 2,594
(1) The name of the partnership; 2,596
(2) The jurisdiction pursuant to the laws of which it was 2,598
organized as a limited liability partnership; 2,600
(3) The address of its principal office or, if the 2,602
partnership's principal office is not located in this state, the 2,603
address of a registered office; 2,604
(4) The name and address of its agent for service of 2,606
process in this state; 2,607
(5) A brief statement of the business in which the 2,609
partnership engages. 2,610
(B) A registration application shall be accompanied by the 2,612
application fee specified in division (F) of section 111.16 of 2,613
the Revised Code. 2,614
(C) A foreign limited liability partnership transacting 2,617
business in this state shall comply with the name, CORRECTION, 2,618
and annual reporting requirements set forth in division (G) OF 2,619
SECTION 1775.61, DIVISIONS (B) AND (C) of section 1775.62, and 2,620
section 1775.63 of the Revised Code and shall comply with any 2,622
statutory or administrative registration or filing requirements 2,623
governing the specific type of business in which the partnership 2,624
engages.
(D) The secretary of state shall register as a foreign 2,627
limited liability partnership, any foreign limited liability 2,628
partnership that submits a completed registration application
with the required fee. 2,629
(E) REGISTRATION AS A FOREIGN LIMITED LIABILITY 2,631
PARTNERSHIP CEASES IF EITHER OF THE FOLLOWING OCCURS: 2,632
(1) THE REGISTRATION IS VOLUNTARILY WITHDRAWN BY FILING 2,634
WITH THE SECRETARY OF STATE, ON A FORM PRESCRIBED BY THE 2,635
SECRETARY OF STATE, A WRITTEN WITHDRAWAL NOTICE SIGNED BY ONE OR 2,636
MORE PARTNERS AUTHORIZED BY THE PARTNERSHIP TO EXECUTE A 2,637
WITHDRAWAL NOTICE.
(2) THE REGISTRATION IS CANCELED BY THE SECRETARY OF STATE 2,639
58
PURSUANT TO SECTION 1775.63 OF THE REVISED CODE. 2,640
Sec. 1782.02. (A) The name of any limited partnership, as 2,649
set forth in its certificate of limited partnership, shall 2,650
include "Limited Partnership," "L.P.," "Limited," or "Ltd." and 2,651
shall not contain the name of a limited partner unless either of 2,652
the following are true:
(A)(1) It is also the name of a general partner; 2,654
(B)(2) The business of the limited partnership had been 2,656
carried on under that name before the admission of that limited 2,657
partner. 2,658
(B) THE NAME OF A LIMITED PARTNERSHIP SHALL BE 2,661
DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF THE SECRETARY 2,662
OF STATE FROM ALL OF THE FOLLOWING: 2,663
(1) THE NAME OF ANY OTHER LIMITED PARTNERSHIP REGISTERED 2,666
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO THIS CHAPTER, 2,667
WHETHER DOMESTIC OR FOREIGN;
(2) THE NAME OF ANY DOMESTIC CORPORATION THAT IS FORMED 2,670
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE OR ANY FOREIGN 2,671
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 2,674
REVISED CODE;
(3) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 2,677
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 2,678
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,680
(4) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 2,682
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 2,684
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,686
(5) ANY TRADE NAME THE EXCLUSIVE RIGHT TO WHICH IS AT THE 2,688
TIME IN QUESTION REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,689
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,691
Sec. 1782.13. (A)(1) Subject to section 1782.63 of the 2,700
Revised Code, one signed copy of the certificate of limited 2,701
partnership, any certificate of amendment, cancellation, 2,702
amendment of certificate of cancellation, disclaimer of general 2,703
partner status, or cancellation of disclaimer of general partner 2,704
59
status, or any judicial decree of amendment or cancellation shall 2,705
be filed with the secretary of state. 2,706
(2) A person who executes a certificate as described in 2,708
division (A)(1) of this section as an agent or fiduciary is not 2,709
required to exhibit evidence of his THE PERSON'S authority as a 2,710
prerequisite to filing that certificate. 2,712
(3) Upon receipt of all filing fees required by law, the 2,714
secretary of state shall endorse upon ACCEPT a certificate or 2,715
other document executed as described in division (A)(1) of this 2,717
section the fact of FOR filing and a file number and shall make a 2,719
copy of the certificate or other document in legible handwriting, 2,721
typewriting, printing, BY microfilm, or by any other authorized 2,722
photostatic OR DIGITIZED process. The certificate EVIDENCE of 2,723
other document certified by the secretary of state FILING shall 2,724
be returned to the person filing the certificate or document. 2,726
(B) Upon the filing of a certificate of amendment or 2,728
judicial decree of amendment with the secretary of state, the 2,729
certificate of limited partnership shall be amended as set forth 2,731
in the certificate or decree of amendment. Upon the effective 2,732
date of a certificate of cancellation or a judicial decree of 2,733
cancellation, the certificate of limited partnership shall be 2,734
canceled.
(C) The duties imposed upon the secretary of state by this 2,736
chapter are ministerial. The secretary of state shall not make 2,737
any determination regarding the legal sufficiency of any 2,738
certificate or other document presented for filing that appears 2,739
on its face to be legally sufficient.
Sec. 1782.48. Except as otherwise provided in the Ohio 2,748
Constitution:
(A) The laws of the state under which a foreign limited 2,750
partnership is organized govern its organization and internal 2,751
affairs and the liability of its limited partners; 2,752
(B) A EXCEPT AS PROVIDED IN SECTION 1782.51 OF THE REVISED 2,754
CODE, A foreign limited partnership may not be denied 2,755
60
registration by reason of any difference between those laws and 2,756
the laws of this state.
Sec. 1782.50. (A) Upon receipt of an application for 2,765
registration of a foreign limited partnership as described in 2,766
section 1782.49 of the Revised Code and all filing fees required 2,767
by law, the secretary of state shall endorse on ACCEPT the 2,768
application his FOR filing, the date of filing, and a file 2,770
number, and shall make a copy thereof in legible handwriting, 2,771
typewriting, printing, OF THE APPLICATION BY microfilm, or by any 2,772
authorized photostatic OR DIGITIZED process. The application 2,773
certified by EVIDENCE OF the secretary of state FILING shall be 2,774
returned to the person who filed it. 2,775
(B) Upon having been filed as provided in division (A) of 2,778
this section, an application for registration as a foreign
limited partnership shall be deemed to be the applicant's 2,779
certificate of registration as a foreign limited partnership in 2,780
this state. 2,781
Sec. 3927.05. If any foreign insurance company, 2,790
association, or partnership doing business in this state makes an 2,791
application for a change of venue, or applies to remove a suit 2,792
begun in a court of this state, in which it has been sued by a 2,793
citizen of this state, to any federal court, or enters into any 2,794
compact or combination with other insurance companies, or 2,795
requires its agents to enter into any compact or combination with 2,796
other insurance agents or companies, for the purpose of 2,797
controlling the rates charged for fire insurance on property in 2,798
this state, or of controlling the per cent of commission or 2,799
compensation to be allowed agents for procuring contracts for 2,800
such insurance on such property, the superintendent of insurance 2,801
forthwith shall revoke and recall the license to it to do 2,802
business in this state, and no renewal thereof OF THE LICENSE 2,803
shall be granted for three years after its revocation. No such 2,804
company, association, or partnership shall transact any business 2,805
in this state until it is again licensed and authorized to do so. 2,806
61
This section does not prevent one or more of such companies 2,808
from employing a common agent to supervise defective structures, 2,809
or to advise respecting them, and to suggest improvements for 2,810
lessening their fire hazards, or to advise as to the relative 2,811
values of risks. 2,812
Sec. 5733.22. (A)(1) Any corporation whose articles of 2,821
incorporation or license certificate to do or transact business 2,822
in this state has expired or has been canceled or revoked by the 2,823
secretary of state as provided by law PURSUANT TO SECTION 5733.20 2,824
OF THE REVISED CODE for failure to make any report or return or 2,826
to pay any tax or fee, upon payment to the secretary of state of 2,827
any additional fees and penalties required to be paid to him, and 2,828
upon the filing with the secretary of state of a certificate from 2,829
the tax commissioner that it has complied with all the 2,830
requirements of law as to franchise or excise tax reports and 2,831
paid all franchise or excise taxes, fees, or penalties due 2,832
thereon for every year of its delinquency, and upon the payment 2,833
to the secretary of state of an additional fee of ten dollars, 2,834
shall be reinstated and again entitled to exercise its rights, 2,835
privileges, and franchises in this state, and the secretary of 2,836
state shall cancel the entry of cancellation or expiration to 2,837
exercise its rights, privileges, and franchises UPON COMPLIANCE 2,838
WITH ALL OF THE FOLLOWING:
(a) PAYMENT TO THE SECRETARY OF STATE OF ANY ADDITIONAL 2,841
FEES AND PENALTIES REQUIRED TO BE PAID TO THE SECRETARY OF STATE; 2,842
(b) FILING WITH THE SECRETARY OF STATE A CERTIFICATE FROM 2,845
THE TAX COMMISSIONER THAT IT HAS COMPLIED WITH ALL THE 2,846
REQUIREMENTS OF LAW AS TO FRANCHISE OR EXCISE TAX REPORTS AND 2,847
PAID ALL FRANCHISE OR EXCISE TAXES, FEES, OR PENALTIES DUE 2,848
THEREON FOR EVERY YEAR OF ITS DELINQUENCY; 2,849
(c) PAYMENT TO THE SECRETARY OF STATE OF AN ADDITIONAL FEE 2,852
OF TEN DOLLARS.
(1) If the reinstatement is not made within one year from 2,854
the date of the cancellation of its articles of incorporation or 2,855
62
date of the cancellation or expiration of its license to do 2,856
business, and it appears that the articles of incorporation or a 2,857
license certificate has been issued to a corporation of the same 2,858
or similar name, the 2,859
(2) THE applicant for reinstatement shall be required by 2,862
the secretary of state, as a condition prerequisite to such
reinstatement, to amend its articles by changing its name IF ALL 2,863
OF THE FOLLOWING APPLY: 2,864
(a) THE REINSTATEMENT IS NOT MADE WITHIN ONE YEAR FROM THE 2,867
DATE OF THE CANCELLATION OF ITS ARTICLES OF INCORPORATION OR DATE 2,868
OF THE CANCELLATION OF ITS LICENSE TO DO BUSINESS; 2,869
(b) IT APPEARS THAT THE APPLICANT'S ARTICLES OF 2,872
INCORPORATION OR LICENSE CERTIFICATE HAS BEEN ISSUED TO ANOTHER 2,873
ENTITY AND IS NOT DISTINGUISHABLE UPON THE RECORD FROM THE NAME 2,874
OF THE APPLICANT;
(c) IT APPEARS THAT THE ARTICLES OF ORGANIZATION OF A 2,876
LIMITED LIABILITY COMPANY, REGISTRATION OF A FOREIGN LIMITED 2,877
LIABILITY COMPANY, CERTIFICATE OF LIMITED PARTNERSHIP, 2,878
REGISTRATION OF A FOREIGN LIMITED PARTNERSHIP, REGISTRATION OF A 2,879
DOMESTIC OR FOREIGN LIMITED LIABILITY PARTNERSHIP, OR 2,880
REGISTRATION OF A TRADE NAME HAS BEEN ISSUED TO ANOTHER ENTITY 2,881
AND IS NOT DISTINGUISHABLE UPON THE RECORD FROM THE NAME OF THE 2,882
APPLICANT. A certificate of reinstatement may be filed in the 2,884
recorder's office of any county in the state, for which the 2,885
recorder shall charge and collect three dollars. 2,886
(2) If a domestic corporation applying for reinstatement 2,888
has not previously designated an agent upon whom process may be 2,889
served as required by section 1701.07 of the Revised Code, the 2,890
corporation shall at the time of reinstatement and as a 2,891
prerequisite thereto designate an agent in accordance with 2,892
section 1701.07 of the Revised Code. 2,893
Any officer, shareholder, creditor, or receiver of any such 2,895
corporation may at any time take all steps required by this 2,896
section to effect such reinstatement, and in such case the 2,897
63
designation of an agent upon whom process may be served shall not 2,898
be a prerequisite to the reinstatement of the corporation. 2,899
(B) The rights, privileges, and franchises of a 2,901
corporation whose articles of incorporation have been reinstated 2,902
in accordance with this section, are subject to section 1701.922 2,903
of the Revised Code.
(C) Notwithstanding a violation of section 5733.21 of the 2,905
Revised Code, upon reinstatement of a corporation's articles of 2,906
incorporation in accordance with this section, neither section 2,907
5733.20 nor section 5733.21 of the Revised Code shall be applied 2,908
to invalidate the exercise or attempt to exercise any right,
privilege, or franchise on behalf of the corporation by an 2,909
officer, agent, or employee of the corporation after cancellation 2,910
and prior to the reinstatement of the articles, if the conditions 2,911
set forth in divisions (B)(1)(a) and (b) of section 1701.922 of 2,912
the Revised Code are met.
Section 2. That existing sections 111.18, 111.201, 2,914
1309.14, 1309.39, 1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 2,915
1329.43, 1329.55, 1329.56, 1329.62, 1701.05, 1701.08, 1701.63, 2,916
1701.70, 1701.81, 1701.922, 1702.05, 1702.07, 1702.43, 1702.46, 2,917
1702.59, 1702.60, 1703.04, 1703.041, 1703.15, 1703.19, 1705.05, 2,918
1705.07, 1705.54, 1733.08, 1733.37, 1775.61, 1775.62, 1775.64,
1782.02, 1782.13, 1782.48, 1782.50, 3927.05, and 5733.22 and 2,920
section 3909.16 of the Revised Code are hereby repealed. 2,922