As Passed by the House 1
122nd General Assembly 4
Regular Session Am. Sub. H. B. No. 579 5
1997-1998 6
REPRESENTATIVES COUGHLIN-TIBERI-GARCIA-WOMER BENJAMIN- 8
TERWILLEGER-WILLIAMS-CATES-MEAD-HODGES-LOGAN-GARDNER- 9
HARRIS-BATEMAN-JOHNSON-REID-STAPLETON-BRADING-CAREY-KASPUTIS- 10
MYERS-MOTTLEY-CORBIN-PERZ-MASON-GRENDELL-SALERNO-OLMAN-CORE 11
13
A B I L L
To amend sections 111.18, 111.201, 1309.14, 1309.39, 15
1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 16
1329.43, 1329.55, 1329.56, 1329.62, 1701.05, 17
1701.08, 1701.63, 1701.70, 1701.81, 1701.922, 18
1702.05, 1702.07, 1702.43, 1702.46, 1702.59, 21
1702.60, 1703.04, 1703.041, 1703.15, 1703.19, 22
1705.05, 1705.07, 1705.54, 1733.08, 1733.37, 23
1775.61, 1775.62, 1775.64, 1782.02, 1782.13, 24
1782.48, 1782.50, 3927.05, and 5733.22, to enact 26
section 1329.47, and to repeal section 3909.16 of 27
the Revised Code to revise the manner in which 28
the Secretary of State records certain filings 29
made by corporations, limited liability 30
companies, foreign limited liability companies, 31
credit unions, limited partnerships, and foreign 32
limited partnerships; to modify the conditions 33
under which a partnership becomes and continues 34
to be a registered domestic limited liability 35
partnership and allows such partnerships to file 37
with the Secretary of State a statement of 38
corrections regarding its registration 39
application; to specify the conditions under 41
which a foreign limited liability partnership's 42
registration ceases; to specify the contents of 44
a fictitious name report; to provide for the 45
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cancellation of marks of ownership; to provide 47
for one year of name protection from the date of 49
any corporate cancellation; to make other 50
revisions in the laws governing the availability 51
of trade names, trademarks, and service marks, 52
and for-profit and nonprofit corporate names, the 54
use of fictitious names, mark of ownership 56
statements, merger certificates, the amending of 57
articles of incorporation, and applications 58
filed by a foreign corporation for profit to 60
conduct business in this state; to eliminate the 61
requirement that a foreign corporation have its 62
license revoked if it tries to change venue or 63
remove a suit to federal court; to make changes 65
regarding the appointment of a statutory agent 66
by a foreign corporation; to modify the use of 67
crops growing or to be grown as security 68
interests; and to permit corporate directors to 70
form committees of one or more directors. 72
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 74
Section 1. That sections 111.18, 111.201, 1309.14, 76
1309.39, 1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 1329.43, 77
1329.55, 1329.56, 1329.62, 1701.05, 1701.08, 1701.63, 1701.70, 78
1701.81, 1701.922, 1702.05, 1702.07, 1702.43, 1702.46, 1702.59, 80
1702.60, 1703.04, 1703.041, 1703.15, 1703.19, 1705.05, 1705.07, 81
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 83
section 1329.47 of the Revised Code be enacted to read as 84
follows:
Sec. 111.18. (A) The secretary of state shall keep a 93
record of all fees collected by the secretary of state and, 94
except as otherwise provided in this section and in sections 95
1309.401 and 1329.68 and division (C)(2) of section 3506.05 of 96
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the Revised Code, shall pay them into the state treasury to the 97
credit of the general revenue fund. Twenty-five dollars of each 98
fee collected under divisions (A)(2), (F), (G)(2), and (I)(1) of 100
section 111.16 and division (C) of section 1703.031 of the 101
Revised Code, and all fees collected under divisions (I)(2) and 102
(N) of section 111.16 of the Revised Code, THE FOLLOWING FEES 103
shall be paid into the state treasury to the credit of the 105
corporate and uniform commercial code filing fund created in 106
section 1309.401 of the Revised Code:
(1) TWENTY-FIVE DOLLARS OF EACH FEE COLLECTED UNDER 108
DIVISIONS (A)(2), (F), (G)(2), AND (I)(1) OF SECTION 111.16 OF 110
THE REVISED CODE;
(2) TWENTY-FIVE DOLLARS OF EACH FEE COLLECTED UNDER 112
DIVISION (C) OF SECTION 1703.031 OF THE REVISED CODE; 114
(3) ALL FEES COLLECTED UNDER DIVISIONS (I)(2) AND (N) OF 117
SECTION 111.16 OF THE REVISED CODE;
(4) ALL FEES COLLECTED UNDER SECTION 1703.08 OF THE 120
REVISED CODE;
(5) EACH FIFTY-DOLLAR FEE FOR AMENDMENTS FILED BY FOREIGN 122
NONPROFIT CORPORATIONS UNDER SECTION 1703.27 OF THE REVISED CODE. 124
(B) The secretary of state may implement a credit card 126
payment program permitting payment of any fee charged by the 127
secretary of state by means of a credit card. The secretary of 128
state may open an account outside the state treasury in a 129
financial institution for the purpose of depositing credit card 130
receipts. Within forty-eight hours following the deposit of the 132
receipts, the financial institution shall make available to the 133
secretary of state funds in the amount of the receipts. The 134
secretary of state shall then pay these funds into the state
treasury to the credit of the general revenue fund, except as 135
otherwise provided by the Revised Code. 136
The secretary of state may pay the cost of any service 138
charge required by a financial institution or credit card company 139
in connection with a credit card payment program. 140
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The secretary of state shall adopt rules as necessary to 142
carry out the purposes of this division. The rules shall include 143
standards for determining eligible financial institutions and the 144
manner in which funds shall be made available and shall be 145
consistent with the standards contained in sections 135.03, 146
135.18, and 135.181 of the Revised Code. 147
Sec. 111.201. The secretary of state may make copies of 156
all documents filed with his THE SECRETARY OF STATE'S office 157
pursuant to any section of the Revised Code, in legible 158
handwriting, typewriter, printing, BY microfilm, or by any OTHER 159
authorized photostatic OR DIGITIZED process, and return or 160
destroy the ORIGINAL documents after they are copied. 162
Sec. 1309.14. (A) Subject to the provisions of section 171
1304.20 of the Revised Code on the security interest of a 172
collecting bank, sections 1309.112 and 1309.113 of the Revised 174
Code on security interests in investment property, and section 175
1309.11 of the Revised Code on a security interest arising under 177
sections 1302.01 to 1302.98 of the Revised Code, a security 178
interest is not enforceable against the debtor or third parties 179
with respect to the collateral and does not attach unless: 180
(1) The collateral is in the possession of the secured 182
party pursuant to agreement, the collateral is investment 183
property and the secured party has control pursuant to agreement, 184
or the debtor has signed a security agreement which contains a 186
description of the collateral and in addition, when the security 187
interest covers crops growing or to be grown or timber to be cut, 188
a description of the land concerned; and 189
(2) Value has been given; and 191
(3) The debtor has rights in the collateral. 193
(B) A security interest attaches when it becomes 195
enforceable against the debtor with respect to the collateral. 196
Attachment occurs as soon as all of the events specified in 197
division (A) of this section have taken place unless explicit 198
agreement postpones the time of attaching. 199
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(C) Unless otherwise agreed, a security agreement gives 201
the secured party the rights to proceeds provided by section 202
1309.25 of the Revised Code. 203
(D) A transaction although subject to sections 1309.01 to 205
1309.50 of the Revised Code, is also subject to sections 1317.01 206
to 1317.99 and 1321.01 to 1321.33 of the Revised Code, and 207
divisions (A), (B), and (C) of section 1321.99 of the Revised 208
Code and in the event of conflict between the provisions of 209
sections 1309.01 to 1309.50, and 1317.01 to 1317.99, 1321.01 to 210
1321.33 of the Revised Code, and divisions (A), (B), and (C) of 211
section 1321.99 of the Revised Code, the provisions of sections 212
1317.01 to 1317.99, 1321.01 to 1321.33 of the Revised Code, and 213
divisions (A), (B), and (C) of section 1321.99 of the Revised 214
Code shall prevail. Failure to comply with such provisions has 215
only the effect provided therein. 216
Sec. 1309.39. (A) A financing statement shall state the 225
names of the debtor and the secured party, be signed by the 226
debtor, give an address of the secured party from which 227
information concerning the security interest may be obtained, 228
give a mailing address of the debtor, and include a statement 230
indicating the types, or describing the items, of collateral. A 231
financing statement shall be filed on a form prescribed by the 232
secretary of state. A financing statement filed in the office of 233
the county recorder shall also comply with Chapter 317. of the 234
Revised Code. A financing statement may be filed before a 235
security agreement is made or a security interest otherwise 236
attaches. When the financing statement covers crops growing or 237
to be grown, timber to be cut, or minerals or the like, including 238
oil and gas, or accounts subject to division (E) of section 239
1309.03 of the Revised Code, or when the financing statement is 240
filed as a fixture filing pursuant to section 1309.32 of the 241
Revised Code and the collateral is goods that are or are to 242
become fixtures, the statement must also comply with division (D) 243
of this section. 244
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(B) A financing statement that otherwise complies with 246
division (A) of this section is sufficient when it is signed by 247
the secured party instead of the debtor if it is filed to perfect 248
a security interest in any of the following: 249
(1) Collateral already subject to a security interest in 251
another jurisdiction when it is brought into this state or when 252
the debtor's location is changed to this state. Such a financing 253
statement must state that the collateral was brought into this 254
state or that the debtor's location was changed to this state 255
under such circumstances;. 256
(2) Proceeds under section 1309.25 of the Revised Code if 258
the security interest in the original collateral was perfected. 259
Such a financing statement must describe the original 260
collateral;.
(3) Collateral as to which the filing has lapsed; 262
(4) Collateral acquired after a change of name, identity, 265
or corporate structure of the debtor under division (F) of this 267
section.
(C) A financing statement may be amended by filing a 269
writing signed by both the debtor and the secured party. The 270
amendment shall be filed on a form prescribed by the secretary of 271
state. An amendment filed in the office of the county recorder 272
shall also comply with Chapter 317. of the Revised Code. An 273
amendment does not extend the period of effectiveness of a 274
financing statement. If any amendment adds collateral, it is
effective as to the added collateral only from the filing date of 275
the amendment. In sections 1309.01 to 1309.50 of the Revised 276
Code, unless the context otherwise requires, the term "financing 277
statement" means the original financing statement and any 278
amendments. 279
(D) A financing statement covering crops growing or to be 281
grown or timber to be cut or minerals or the like, including oil 282
and gas, or accounts subject to division (E) of section 1309.03 283
of the Revised Code, or a financing statement filed as a fixture 284
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filing pursuant to section 1309.32 of the Revised Code must show 285
that it covers this type of collateral, must recite that it is to 286
be indexed in the real estate records of the county in which the 287
real estate is situated, and the financing statement must contain 288
a description of the real estate sufficient if it were contained 289
in a mortgage of the real estate to give constructive notice of 290
the mortgage under the law of this state. If the debtor does not 291
have an interest of record in the real estate, the financing 292
statement must show the name of a record owner or record lessee. 293
(E) A mortgage is effective as a financing statement filed 295
as a fixture filing from the date of its recording if (1) the 296
goods are described in the mortgage by item or type, (2) the 297
goods are or are to become fixtures related to the real estate 298
described in the mortgage, (3) the mortgage complies with the 299
requirements for a financing statement in this section other than 300
a recital that it is to be indexed in the real estate records, 301
and (4) the mortgage is duly recorded. No fee with reference to 302
the financing statement is required other than the regular 303
recording and satisfaction fees with respect to the mortgage. 304
(F) A financing statement sufficiently shows the name of 306
the debtor if it gives the individual, partnership, or corporate 307
name of the debtor, whether or not it adds other trade names or 308
the names of partners. Where the debtor so changes the debtor's 309
name or in the case of an organization its name, identity or 310
corporate structure that a filed financing statement becomes 311
seriously misleading, the filing is not effective to perfect a 312
security interest in collateral acquired by the debtor more than 313
four months after the change, unless a new appropriate financing 314
statement is filed before the expiration of that time. A filed 315
financing statement remains effective with respect to collateral 316
transferred by the debtor even though the secured party knows of 317
or consents to the transfer. 318
(G) A financing statement substantially complying with the 320
requirements of this section is effective even though it contains 321
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minor errors which are not seriously misleading. 322
Sec. 1329.01. (A) As used in sections 1329.01 to 1329.10 331
of the Revised Code: 332
(1) "Trade name" means a name used in business or trade to 334
designate the business of the user and to which the user asserts 335
a right to exclusive use. 336
(2) "Fictitious name" means a name used in business or 338
trade that is fictitious and that the user has not registered or 339
is not entitled to register as a trade name. It does not include 340
the name of record of any DOMESTIC CORPORATION THAT IS FORMED 342
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE, ANY FOREIGN 344
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 346
REVISED CODE, ANY DOMESTIC OR FOREIGN LIMITED LIABILITY COMPANY 347
THAT IS FORMED UNDER OR REGISTERED PURSUANT TO CHAPTER 1705. OF 348
THE REVISED CODE, ANY domestic or foreign limited partnership 349
that is formed under or registered pursuant to Chapter 1782. of 350
the Revised Code, or the name of record of any domestic or 351
foreign limited liability partnership that is organized FORMED 353
UNDER or registered pursuant to Chapter 1775. of the Revised 354
Code.
(3) "Person" includes any individual, general partnership, 356
limited partnership, LIMITED LIABILITY PARTNERSHIP, corporation, 357
association, professional association, limited liability company, 359
society, foundation, federation, or organization formed under the 360
laws of this state or any other state. 361
(B) Subject to sections 1329.01 to 1329.10 of the Revised 363
Code, any person may register with the secretary of state, on a 364
form prescribed by the secretary of state, any trade name under 366
which the person is operating, setting forth all of the 367
following:
(1) The name and business address of the applicant for 369
registration and any of the following that is applicable: 370
(a) If the applicant is a general partnership, the names 373
and residence addresses of all of the partners; 374
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(b) If the applicant is a limited partnership existing 376
prior to July 1, 1994, that has not registered with the secretary 377
of state pursuant to Chapter 1782. of the Revised Code, the name 378
of the Ohio county in which its certificate of limited 380
partnership or application for registration as a foreign limited 381
partnership is filed;
(c) If the applicant is a limited partnership to which 383
division (B)(1)(b) of this section does not apply or is a 384
corporation, professional association, limited liability company, 386
or other entity, the form of the entity and the state under the 387
laws of which it was formed.
(2) The trade name to be registered; 389
(3) The general nature of the business conducted by the 391
applicant; 392
(4) The length of time during which the trade name has 394
been used by the applicant in business operations in this state. 396
(C) The TRADE NAME application shall be signed by the 398
applicant or by a member or officer ANY AUTHORIZED REPRESENTATIVE 399
of the applicant. 400
A single trade name may be registered upon each TRADE NAME 402
application submitted under sections 1329.01 to 1329.10 of the 403
Revised Code.
The TRADE NAME application shall be accompanied by a filing 405
fee of twenty dollars, payable to the secretary of state. 406
(D) Any person who does business under a fictitious name 408
and who has not registered and does not wish to register the 409
fictitious name as a trade name or who cannot do so because the 410
name is not available for registration shall report the use of 411
the fictitious name to the secretary of state. The, ON A FORM 413
PRESCRIBED BY THE secretary of state shall prescribe, SETTING 415
FORTH ALL OF the form for the report that shall include the 416
FOLLOWING:
(1) THE name and BUSINESS address of the user; AND ANY OF 419
the nature of the business conducted; the exact form of the
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fictitious name used; if FOLLOWING THAT IS APPLICABLE: 420
(a) IF the user is a general partnership, the names and 422
residence addresses of all the partners; and, if 423
(b) IF the user is a limited partnership EXISTING PRIOR TO 426
JULY 1, 1994, the name and residence address of the general 428
partners. The secretary of state shall give information
concerning the identity of the user to anyone who inquires 429
concerning it THAT HAS NOT BEEN REGISTERED WITH THE SECRETARY OF 430
STATE PURSUANT TO CHAPTER 1782. OF THE REVISED CODE, THE NAME OF 431
THE OHIO COUNTY IN WHICH ITS CERTIFICATE OF LIMITED PARTNERSHIP 432
OR APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED PARTNERSHIP 433
IS FILED;
(c) IF THE USER IS A LIMITED PARTNERSHIP TO WHICH DIVISION 435
(D)(1)(b) OF THIS SECTION DOES NOT APPLY OR IS A CORPORATION, 437
PROFESSIONAL ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER
ENTITY, THE FORM OF THE ENTITY AND THE STATE UNDER WHOSE LAWS IT 438
WAS FORMED.
(2) THE FICTITIOUS NAME BEING USED; 440
(3) THE GENERAL NATURE OF THE BUSINESS CONDUCTED BY THE 442
USER.
(E) THE REPORT OF USE OF A FICTITIOUS NAME SHALL BE SIGNED 444
BY THE USER OR BY ANY AUTHORIZED REPRESENTATIVE OF THE USER. 445
A SINGLE FICTITIOUS NAME MAY BE REGISTERED UPON EACH 447
FICTITIOUS NAME REPORT SUBMITTED UNDER SECTIONS 1329.01 TO 448
1329.10 OF THE REVISED CODE.
THE FICTITIOUS NAME REPORT SHALL BE ACCOMPANIED BY A FILING 450
FEE OF TEN DOLLARS, PAYABLE TO THE SECRETARY OF STATE. 451
A report under this division shall be made within thirty 453
days after the date of the first use of the fictitious name. 454
Sec. 1329.02. (A) The secretary of state shall not file 464
an application for the registration of any trade name if the 465
application indicates or implies that the trade name is connected 466
with a government agency of this state, another state, or the 467
United States and the trade name is not so connected or if the 468
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application indicates or implies that the applicant is 469
incorporated and the application is not incorporated. 470
Additionally, the secretary of state shall not file an 471
application for the registration of any trade name if it is not 472
distinguishable upon the records in the office of the secretary 473
of state from any other trade name previously registered under 474
sections 1329.01 to 1329.03 of the Revised Code, any corporate 475
name, whether nonprofit or for profit and whether that of a 476
domestic corporation or of a foreign corporation authorized to do 478
business in this state, THE NAME OF ANY LIMITED LIABILITY COMPANY 479
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 481
CHAPTER 1705. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN,
THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP REGISTERED IN THE 483
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1775. OF THE 484
REVISED CODE, WHETHER DOMESTIC OR FOREIGN, THE NAME OF ANY 485
LIMITED PARTNERSHIP REGISTERED IN THE OFFICE OF THE SECRETARY OF 486
STATE PURSUANT TO CHAPTER 1782. OF THE REVISED CODE, WHETHER 487
DOMESTIC OR FOREIGN, or any trademark, or service mark previously 489
filed and recorded in the office of the secretary of state and 490
not abandoned, unless the written consent of the corporation, 491
LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR 492
LIMITED PARTNERSHIP, or the person to whom is registered the 493
exclusive right to use the trade name is filed in accordance with 494
division (C) of section 1701.05 of the Revised Code with the 495
application or the written consent of the former registrant of 496
the trademark or service mark is filed with the application. The 497
application for the registration of a trade name and the consent 498
form shall be on a form prescribed by the secretary of state. 500
(B) The secretary of state shall determine for purposes of 502
this section whether a name is distinguishable from another name 503
in a manner consistent with the provisions of division (B) of 504
section 1701.05 of the Revised Code. 505
Sec. 1329.03. Upon compliance by the applicant OR USER 515
with the requirements of sections 1329.01 to 1329.10, inclusive, 517
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of the Revised Code, the secretary of state shall cause a 519
certificate of registration to be issued and delivered to the 521
applicant. The certificate of registration shall be issued under
the signature and seal of the secretary of state, and it shall 522
show the name and business address of the applicant, the name, 523
title, or designation registered, the date of first use claimed, 524
the date of registration and the term of registration ACCEPT THE 526
DOCUMENT FOR FILING AND MAKE A COPY OF THE DOCUMENT BY MICROFILM 527
OR BY ANY AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE 528
OF THE FILING SHALL BE RETURNED TO THE PERSON FILING THE 529
DOCUMENT.
Sec. 1329.08. The secretary of state shall cancel from the 538
secretary of state's files: 539
(A) Any registration concerning which the secretary of 541
state receives a voluntary request in writing, on a form 542
prescribed by the secretary of state, for cancellation of the 543
registration from the registrant or the assignee of record; 544
(B) All registrations granted under sections 1329.01 to 546
1329.10 of the Revised Code that are not renewed in accordance 547
with sections 1329.01 to 1329.10 of the Revised Code; 548
(C) Any registration concerning which THAT the secretary 550
of state or a court of competent jurisdiction finds: 551
(1) That the registered trade name has been abandoned; 553
(2) That the registration was granted improperly.; 555
(D) Any registration ordered cancelled by a court of 557
competent jurisdiction on any ground. 558
Sec. 1329.42. A person who uses in this state a name, 567
mark, or device to indicate ownership of articles or supplies may 568
file in the office of the secretary of state, on a form to be 569
prescribed by him THE SECRETARY OF STATE, a verified statement 570
setting forth, but not limited to, the following information: 572
(A) The name and business address of the person filing the 574
statement; and, if a corporation, the state of incorporation; 575
(B) The nature of the business of the applicant; 577
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(C) The type of articles or supplies in connection with 579
which the name, mark, or device is used. 580
The statement shall include or be accompanied by a copy, 582
specimen, facsimile, or counterpart EVIDENCING ACTUAL USE of the 583
name, mark, or device, together with a filing fee of twenty 585
dollars. The registration of a name, mark, or device pursuant to 586
this section is effective for a ten-year period beginning on the 587
date of registration. If an application for renewal is filed 588
within six months prior to the expiration of the ten-year period 589
on a form prescribed by the secretary of state, the registration 590
may be renewed at the end of each ten-year period for an 591
additional ten-year period. A renewal fee of ten dollars shall 592
accompany the application for renewal. The secretary of state 593
shall notify a registrant within the six months next preceding 594
the expiration of ten years from the date of registration of the 595
necessity of renewal by writing to the last known address of the 596
registrant.
Sec. 1329.43. Upon compliance with the requirements of 606
sections 1329.41 to 1329.53, inclusive, of the Revised Code, the 607
secretary of state shall cause a certificate to be issued and 609
delivered ACCEPT THE DOCUMENT FOR FILING AND MAKE A COPY OF THE 610
DOCUMENT BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 611
DIGITIZED PROCESS. EVIDENCE OF THE FILING SHALL BE RETURNED to
the person filing the statement DOCUMENT. The certificate shall 613
be issued over the signature of the secretary of state and seal 615
of secretary of state, and it shall show the name and business
address of the person claiming ownership of the articles or 616
supplies upon which the name, mark or device is produced; the 617
nature of the business of the applicant; the type of articles or 618
supplies on which the name, mark or device is produced and used; 620
a copy, specimen, facsimile or counterpart of such name, mark or 621
device as filed in the secretary of state's office, or a 622
reproduction thereof; and the filing date. 624
Any certificate issued under the provisions hereof and duly 627
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certified by the secretary of state, or a A certified copy of the 628
statement ANY DOCUMENT filed, UNDER THIS SECTION shall be 629
admissible in evidence in any action or judicial proceedings in 630
any court of this state as competent and sufficient proof of the 631
filing pursuant to sections 1329.41 to 1329.53, inclusive, of the 632
Revised Code, and shall be prima facie evidence of the ownership 634
by the person filing hereunder of all articles and supplies upon 635
which such name, mark, or device is produced. 636
Sec. 1329.47. THE SECRETARY OF STATE SHALL CANCEL FROM THE 638
REGISTER ALL OF THE FOLLOWING: 639
(A) ANY REGISTRATION CONCERNING WHICH THE SECRETARY OF 641
STATE RECEIVES A VOLUNTARY REQUEST IN WRITING FOR THE 642
CANCELLATION OF THE REGISTRATION FROM THE REGISTRANT OR THE 643
ASSIGNEE OF RECORD;
(B) ANY REGISTRATION GRANTED UNDER SECTIONS 1329.41 TO 645
1329.45 OF THE REVISED CODE, NOT RENEWED IN ACCORDANCE WITH THE 646
PROVISIONS OF THOSE SECTIONS;
(C) ANY REGISTRATION THAT THE SECRETARY OF STATE FINDS WAS 649
GRANTED IMPROPERLY;
(D) ANY REGISTRATION ORDERED CANCELED BY A COURT OF 651
COMPETENT JURISDICTION ON ANY GROUND. 652
Sec. 1329.55. A trade-mark TRADEMARK or service mark by 661
which the goods or services of any applicant for registration may 663
be distinguished from the goods or services of others shall not 664
be registered if it consists of or comprises any one or more of 665
the following:
(A) Immoral, deceptive, or scandalous matter; 667
(B) Matter which may disparage or falsely suggest a 669
connection with persons, living or dead, institutions, beliefs, 670
or national symbols, or bring them into contempt or disrepute; 671
(C) The flag or coat of arms or other insignia of the 673
United States, or of any state or municipality, or of any foreign 674
nation, or any simulation thereof; 675
(D) The name, signature, or portrait of any living 677
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individual, except with his THE INDIVIDUAL'S written consent; 678
(E) A mark which: 680
(1) When applied to the goods or services of the 682
applicant, is merely descriptive or deceptively misdescriptive of 683
them;
(2) When applied to the goods or services of the applicant 685
is primarily geographically descriptive or deceptively 686
misdescriptive of them;
(3) Is primarily merely a surname; provided, that nothing 688
in division (E) of this section shall prevent the registration of 689
a mark used in this state by the applicant which has become 690
distinctive of the applicant's goods or services. The secretary 691
of state may accept as evidence that the mark has become 692
distinctive, as applied to the applicant's goods or services,
proof of substantially exclusive and continuous use thereof as a 693
mark by the applicant in this state or elsewhere for the five 694
years next preceding the date of the filing of the application 695
for registration;.
(F) A trade-mark TRADEMARK or service mark which so 697
resembles a trade-mark TRADEMARK or service mark registered in 699
this state or a trade-mark TRADEMARK, service mark, corporate 700
name, LIMITED LIABILITY COMPANY NAME, LIMITED LIABILITY
PARTNERSHIP NAME, LIMITED PARTNERSHIP NAME, or trade name 701
previously used in this state by another and not abandoned, as 702
likely, when applied to the goods or services of the applicant, 703
to cause confusion or mistake or to deceive; 704
(G) A trade-mark TRADEMARK or service mark which so 706
resembles a trade-mark TRADEMARK or service mark registered in 708
the United States patent office by another and not abandoned, as 709
to be likely, when applied to the goods or services of the
applicant, to cause confusion or mistake or to deceive; provided, 710
that should THE applicant prove that he THE APPLICANT is the 711
owner of a concurrent registration in the United States patent 713
office of his trade-mark THE APPLICANT'S TRADEMARK or service 714
16
mark covering an area including this state, THE applicant may 715
register his trade-mark THE APPLICANT'S TRADEMARK or service mark 717
in accordance with this section.
Sec. 1329.56. Subject to the limitations set forth in 727
sections 1329.54 to 1329.67 of the Revised Code, any person who 728
adopts and uses a trademark or service mark in this state may 729
file in the office of the secretary of state, on a form to be 730
prescribed by the secretary of state, an application for 731
registration of that trademark or service mark setting forth, but 732
not limited to, the following information: 733
(A) The name and business address of the person applying 735
for the registration; and, if a corporation, the state of 736
incorporation; 737
(B) The goods or services in connection with which the 739
mark is used and the mode or manner in which the mark is used in 740
connection with the goods or services and the class in which the 741
goods or services fall; 742
(C) The date when the trademark or service mark was first 744
used anywhere and the date when it was first used in this state 745
by the applicant or his THE APPLICANT'S predecessor in business; 746
(D) A statement that the applicant is the owner of the 748
trademark or service mark and that no other person has the right 749
to use the trademark or service mark in the state either in the 750
identical form thereof, or in such near resemblance thereto, as 751
might be calculated to deceive or be mistaken therefor; 752
(E) A statement that no other person has a registration of 754
the same or a confusingly similar trademark or service mark in 755
the United States patent office for the same or similar goods or 756
services or a statement that applicant is the owner of a 757
concurrent registration in the United States patent office of his 758
THE APPLICANT'S trademark or service mark covering an area 759
including this state. 760
The application shall be signed and verified by the 762
applicant or, by a member AN AUTHORIZED REPRESENTATIVE of the 764
17
firm, LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, 765
GENERAL PARTNERSHIP, OR LIMITED PARTNERSHIP, or BY an officer of 767
the corporation, union, or association applying.
The application shall be accompanied by a specimen or 769
facsimile of the trademark or service mark as actually used and 770
shall contain a brief description of the trademark or service 771
mark as it appears on the specimen or facsimile. 772
The application for registration shall be accompanied by a 774
filing fee of twenty dollars, payable to the secretary of state. 775
Sec. 1329.62. The secretary of state shall cancel from the 784
register: 785
(A) Any registration concerning which THAT the secretary 787
of state receives a voluntary request in writing, on a form 788
prescribed by the secretary of state, for cancellation of the 790
registration from the registrant or the assignee of record;
(B) Any registration granted under sections 1329.54 to 792
1329.67 of the Revised Code, not renewed in accordance with the 793
provisions thereof; 794
(C) Any registration concerning which THAT the secretary 796
of state or a court of competent jurisdiction finds that: 797
(1) The registered trademark or service mark has been 799
abandoned; 800
(2) The registrant is not the owner of the trademark or 802
service mark; 803
(3) The registration was granted improperly; 805
(4) The registration was obtained fraudulently; 807
(5) The registered trademark or service mark is so 809
similar, as to be likely to cause confusion or mistake or to 810
deceive, to a trademark or service mark registered by another 811
person in the United States patent office, prior to the date of 812
the filing of the application for registration by the registrant 813
hereunder, and not abandoned; provided, that should the 814
registrant prove that the registrant is the owner of a concurrent 816
registration of the registrant's trademark or service mark in the 817
18
United States patent office covering an area including this 818
state, the registration mentioned in this section shall not be 819
cancelled.
(D) Any registration of which ORDERED CANCELED BY a court 821
of competent jurisdiction orders cancellation on any ground. 822
Sec. 1701.05. (A) Except as provided in this section, and 831
in sections 1701.75, 1701.78, and 1701.82 of the Revised Code, 832
which sections relate to the reorganization, merger, and 833
consolidation of corporations, the corporate name of a domestic 834
corporation shall comply with all of the following: 835
(1) It shall end with or include the word or abbreviation 837
"company," "co.," "corporation," "corp.," "incorporated," or 838
"inc." 839
(2) It shall be distinguishable upon the records in the 841
office of the secretary of state from the ALL OF THE FOLLOWING: 842
(a) THE name of any other corporation, whether nonprofit 845
or for profit and whether that of a domestic or of a foreign 846
corporation authorized to do business in this state, and from 847
any;
(b) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 849
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 850
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 851
(c) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 854
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 855
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 857
(d) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 860
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 862
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 863
(e) ANY trade name the exclusive right to which is at the 866
time in question registered in the office of the secretary of 867
state pursuant to Chapter 1329. of the Revised Code.
(3) It shall not contain any language that indicates or 869
implies that the corporation is connected with a government 870
agency of this state, another state, or the United States. 871
19
(B) The secretary of state shall determine for purposes of 873
this section whether a name is "distinguishable" from another 874
name upon his THE SECRETARY OF STATE'S records. Without 875
excluding other names that may not constitute distinguishable 877
names in this state, a name is not considered distinguishable 878
from another name for purposes of this section solely because it 879
differs from the other name in only one or more of the following 880
manners:
(1) The use of the word "corporation," "company," 882
"incorporated," "limited," or any abbreviation of any of those 884
words; 885
(2) The use of any article, conjunction, contraction, 887
abbreviation, or punctuation; 888
(3) The use of a different tense or number of the same 890
word. 891
(C) A corporation may apply to the secretary of state for 893
authorization to use a name that is not distinguishable upon the 894
secretary of state's records from the name of any other 895
corporation, LIMITED LIABILITY COMPANY, LIMITED LIABILITY 896
PARTNERSHIP, OR LIMITED PARTNERSHIP, or from a registered trade 897
name, if there also is filed in the office of the secretary of 899
state, on a form prescribed by the secretary of state, the 900
consent of the other corporation ENTITY or, in the case of a 901
registered trade name, the person to whom IN WHOSE NAME is 902
registered the exclusive right to use the name, which consent is 904
evidenced in a writing signed by any authorized officer of the 905
other corporation or any authorized party REPRESENTATIVE of the 906
other ENTITY OR person.
(D) In case of judicial sale or judicial transfer, by sale 908
or transfer of good will or otherwise, of the right to use the 909
name of a corporation (, whether nonprofit or for profit, and 910
whether that of a domestic corporation or of a foreign 911
corporation authorized to exercise its corporate privileges in 912
this state or to do business in this state), the secretary of 913
20
state, at the instance of the purchaser or transferee of such 914
right, shall accept for filing articles of a corporation with a 915
name the same as or similar to the name of such other 916
corporation, if there ALSO is also filed in the office of the 917
secretary of state a certified copy of the decree or order of 918
court confirming or otherwise evidencing the purchase or 919
transfer. 920
(E) Any person who wishes to reserve a name for a proposed 922
new corporation, or any corporation intending to change its name, 923
may submit to the secretary of state a written application, on a 924
form prescribed by the secretary of state, for the exclusive 925
right to use a specified name as the name of a corporation. If 927
the secretary of state finds that, under this section, the 928
specified name is available for such use, the secretary of state 929
shall endorse his or her approval upon and file such THE 931
application and, from the date of such endorsement THE FILING, 932
such THE applicant shall have the exclusive right for sixty days 933
to use the specified name as the name of a corporation, counting 934
the date of such endorsement FILING as the first of sixty days. 936
The right so obtained may be transferred by the applicant or 937
other holder thereof by the filing in the office of the secretary 938
of state of a written transfer, ON A FORM PRESCRIBED BY THE 939
SECRETARY OF STATE, stating the name and address of the 940
transferee.
(F) For filing under this section any application or other 942
document, other than articles or a consent to the use of a name, 943
the secretary of state shall charge and collect a fee of five 944
dollars. 945
Sec. 1701.08. (A) When articles of incorporation and 955
other certificates relating to the corporation are filed with 956
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 958
shall, if he finds AFTER FINDING that they comply with the 959
provisions of sections 1701.01 to 1701.98, inclusive, of the 961
Revised Code, endorse thereon his approval, the date of filing, a 963
21
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 964
FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 965
microfilm or by any authorized photostatic OR DIGITIZED process. 966
The articles or other certificate certified by EVIDENCE OF the 968
secretary of state FILING shall be returned to the person filing 970
said THE articles or certificate.
(B) All persons shall have the opportunity of acquiring 972
knowledge of the contents of the articles and other certificates 973
filed and recorded in the office of the secretary of state, but 974
no person dealing with the corporation shall be charged with 975
constructive notice of the contents of any such articles or 976
certificates by reason of such filing or recording.
Sec. 1701.63. (A) The regulations may provide for the 985
creation by the directors of an executive committee or any other 986
committee of the directors, to consist of not less than three ONE 987
OR MORE directors, and may authorize the delegation to any such 988
committee of any of the authority of the directors, however 989
conferred, other than the authority of filling vacancies among 990
the directors or in any committee of the directors. 991
(B) The directors may appoint one or more directors as 993
alternate members of any such committee, who may take the place 994
of any absent member or members at any meeting of the particular 995
committee. 996
(C) Each such committee shall serve at the pleasure of the 998
directors, shall act only in the intervals between meetings of 999
the directors, and shall be subject to the control and direction 1,000
of the directors. 1,001
(D) Unless otherwise provided in the regulations or 1,003
ordered by the directors, any such committee may act by a 1,004
majority of its members at a meeting or by a writing or writings 1,005
signed by all of its members. 1,006
(E) Unless participation by members of any such committee 1,008
at a meeting by means of communications equipment is prohibited 1,009
22
by the articles, the regulations, or an order of the directors, 1,010
meetings of the particular committee may be held through any 1,011
communications equipment if all persons participating can hear 1,012
each other. Participation in a meeting pursuant to this division 1,013
constitutes presence at the meeting. 1,014
(F) An act or authorization of an act by any such 1,016
committee within the authority delegated to it shall be as 1,017
effective for all purposes as the act or authorization of the 1,018
directors. 1,019
Sec. 1701.70. (A) If an initial stated capital is NOT set 1,028
forth in the articles, THEN BEFORE THE CORPORATION BEGINS 1,029
BUSINESS, OR IF AN INITIAL STATED CAPITAL IS SET FORTH IN THE 1,030
ARTICLES, THEN before subscriptions to shares shall have been 1,032
received in such THE amount OF that the stated capital of such 1,033
shares is at least equal to the initial stated capital, the 1,034
incorporators may adopt an amendment to the articles by a writing
signed by them. 1,035
(B) The directors may adopt an amendment to the articles 1,037
in the following cases: 1,038
(1) When and to the extent authorized by the articles, the 1,040
directors may adopt an amendment in respect of any unissued or 1,041
treasury shares of any class; 1,042
(2) When the corporation shall have issued shares or 1,044
obligations convertible into shares of the corporation, or shall 1,045
have granted options to purchase any shares, and such conversion 1,046
or option rights are set forth in the articles or have been 1,047
approved by the same vote of shareholders as, at the time of such 1,048
approval, would have been required to amend the articles to 1,049
authorize the shares required for such purpose, and the 1,050
corporation does not have sufficient authorized but unissued 1,051
shares to satisfy such conversion or option rights, the directors 1,052
may adopt an amendment to authorize such shares; 1,053
(3) Whenever shares of any class have been redeemed, or 1,055
have been surrendered to or acquired by the corporation upon 1,056
23
conversion, exchange, purchase, or otherwise, the directors may 1,057
adopt an amendment to reduce the authorized number of shares of 1,058
such class by the number so redeemed, surrendered, or acquired; 1,059
and when all of the authorized shares of a class have been 1,060
redeemed, or surrendered to or acquired by the corporation, the 1,061
directors may adopt an amendment to eliminate from the articles 1,062
all references to the shares of such class and to make such other 1,063
appropriate changes as are required by such elimination; 1,064
(4) When articles have been amended and any change of 1,066
issued or unissued shares provided for in the amendment or 1,067
amended articles shall have become effective, the directors may 1,068
adopt an amendment to eliminate from the articles all references 1,069
to the change of shares and to make such other appropriate 1,070
changes as are required by such elimination; provided HOWEVER, 1,071
that such an amendment to articles adopted by the directors shall 1,072
contain a statement with respect to the authorized number and the 1,073
par value, if any, of the shares of each class;. 1,074
(5) After a merger or consolidation, in which the 1,076
surviving or new corporation is a domestic corporation, shall 1,077
have become effective, the directors may adopt an amendment: 1,078
(a) To eliminate from the articles any statement or 1,080
provision pertaining exclusively to the merger or consolidation, 1,081
or which THAT was required to be set forth in the agreement of 1,082
merger or consolidation and which THAT would not be required in 1,084
original articles or amendments to articles filed at the time 1,085
such THE statement or provision was adopted; 1,086
(b) To make such other appropriate changes required by 1,088
such THAT elimination; provided, that such an. 1,089
AN amendment to articles adopted by the directors UNDER 1,091
DIVISION (B)(5) OF THIS SECTION need not contain or continue any 1,092
statement with respect to the amount of stated capital. 1,093
Sec. 1701.81. (A) Upon adoption by each constituent 1,103
entity of an agreement of merger or consolidation pursuant to 1,104
section 1701.78, 1701.781, 1701.79, 1701.791, 1701.80, or 1,105
24
1701.801 of the Revised Code, a certificate of merger or 1,106
consolidation shall be filed with the secretary of state that is 1,107
signed by any authorized officer REPRESENTATIVE of each 1,108
constituent corporation, by at least one general partner of any 1,110
constituent partnership, and by an authorized representative of 1,111
each OR other constituent entity. The certificate shall be on a 1,113
form prescribed by the secretary of state and shall set forth 1,114
only the information required by this section. 1,115
(B)(1) The certificate of merger or consolidation shall 1,117
set forth all of the following: 1,118
(a) The name and the form of entity of each constituent 1,120
entity and the state under the laws of which each constituent 1,121
entity exists; 1,122
(b) A statement that each constituent entity has complied 1,124
with all of the laws under which it exists and that the laws 1,125
permit the merger or consolidation; 1,126
(c) The name and mailing address of the person or entity 1,128
that is to provide, in response to any written request made by a 1,129
shareholder, partner, or other equity holder of a constituent 1,130
entity, a copy of the agreement of merger or consolidation; 1,131
(d) The effective date of the merger or consolidation, 1,133
which date may be on or after the date of the filing of the 1,134
certificate; 1,135
(e) The signature of the EACH representative or 1,137
representatives authorized to sign the certificate on behalf of 1,138
each constituent entity and the office held or the capacity in 1,139
which the representative is acting; 1,140
(f) A statement that the agreement of merger or 1,142
consolidation is authorized on behalf of each constituent entity 1,143
and that each person who signed the certificate on behalf of each 1,145
entity is authorized to do so;
(g) In the case of a merger, a statement that one or more 1,147
specified constituent entities will be merged into a specified 1,148
surviving entity or, in the case of a consolidation, a statement 1,149
25
that the constituent entities will be consolidated into a new 1,150
entity; 1,151
(h) In the case of a merger, if the surviving entity is a 1,153
foreign entity not licensed to transact business in this state, 1,154
the name and address of the statutory agent upon whom any 1,155
process, notice, or demand against any constituent entity may be 1,156
served; 1,157
(i) In the case of a consolidation, the name and address 1,159
of the statutory agent upon whom any process, notice, or demand 1,160
against any constituent entity or the new entity may be served. 1,161
(2) In the case of a consolidation into a new domestic 1,163
corporation, limited liability company, or limited partnership, 1,164
the articles of incorporation, the articles of organization, or 1,166
the certificate of limited partnership of the new domestic entity 1,167
shall be filed with the certificate of merger or consolidation. 1,168
(3) In the case of a merger into a domestic corporation, 1,170
limited liability company, or limited partnership, any amendments 1,171
to the articles of incorporation, articles of organization, or 1,173
certificate of limited partnership of the surviving domestic 1,174
entity shall be filed with the certificate of merger or
consolidation. 1,175
(4) If the surviving or new entity is a foreign entity 1,177
that desires to transact business in this state as a foreign 1,178
corporation, limited liability company, or limited partnership, 1,179
the certificate of merger or consolidation shall be accompanied 1,180
by the information required by division (B)(8), (9), or (10) of 1,181
section 1701.791 of the Revised Code. 1,182
(5) If a foreign or domestic corporation licensed to 1,184
transact business in this state is a constituent entity and the 1,185
surviving or new entity resulting from the merger or 1,186
consolidation is not a foreign or domestic corporation that is to 1,187
be licensed to transact business in this state, the certificate 1,188
of merger or consolidation shall be accompanied by the 1,189
affidavits, receipts, certificates, or other evidence required by 1,190
26
division (H) of section 1701.86 of the Revised Code, with respect 1,191
to each domestic constituent corporation, and by the affidavits, 1,192
receipts, certificates, or other evidence required by division 1,193
(C) or (D) of section 1703.17 of the Revised Code, with respect 1,194
to each foreign constituent corporation licensed to transact 1,195
business in this state. 1,196
(C) If any constituent entity in a merger or consolidation 1,198
is organized or formed under the laws of a state other than this 1,199
state or under any chapter of the Revised Code other than this 1,200
chapter, there also shall be filed in the proper office all 1,201
documents that are required to be filed in connection with the 1,202
merger or consolidation by the laws of that state or by that 1,203
chapter. 1,204
(D) Upon the filing of a certificate of merger or 1,206
consolidation and other filings as described in division (C) of 1,207
this section or at any SUCH later date that AS the certificate of 1,209
merger or consolidation specifies, the merger or consolidation is 1,210
effective. 1,211
(E) The secretary of state shall furnish, upon request and 1,213
payment of a fee of ten dollars, the secretary of state's 1,214
certificate setting forth the name and the form of entity of each 1,216
constituent entity and the states under the laws of which each 1,217
constituent entity existed prior to the merger or consolidation, 1,218
the name and the form of entity of the surviving or new entity 1,219
and the state under the laws of which the surviving entity exists 1,220
or the new entity is to exist, the date of filing of the 1,221
certificate of merger or consolidation with the secretary of 1,222
state, and the effective date of the merger or consolidation. 1,223
The certificate of the secretary of state, or a copy of the 1,224
certificate of merger or consolidation certified by the secretary 1,225
of state, may be filed for record in the office of the recorder 1,226
of any county in this state and, if filed, shall be recorded in 1,227
the records of deeds for that county. For that recording, the 1,228
county recorder shall charge and collect the same fee as in the 1,229
27
case of deeds.
Sec. 1701.922. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 1,239
THIS DIVISION, UPON reinstatement of a corporation's or 1,241
professional association's articles of incorporation in
accordance with section 1701.07, 1701.921, 1785.06, or 5733.22 of 1,242
the Revised Code, the rights, privileges, and franchises, 1,243
including all real or personal property rights and credits and 1,244
all contract and other rights, of the corporation or association 1,245
existing at the time its articles of incorporation were canceled 1,246
shall be fully vested in the corporation or association as if the 1,247
articles had not been canceled, and the corporation or 1,248
association shall again be entitled to exercise the rights, 1,249
privileges, and franchises authorized by its articles of 1,250
incorporation. THE NAME OF A CORPORATION WHOSE ARTICLES HAVE 1,251
BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER 1,252
THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE 1,253
WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 1,254
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 1,255
LIMITED LIABILITY COMPANY NAME, LIMITED LIABILITY PARTNERSHIP 1,256
NAME, LIMITED PARTNERSHIP NAME, OR TRADE NAME HAS BEEN FILED, THE 1,257
NAME OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED
IN SECTION 1701.05 OF THE REVISED CODE, THE SECRETARY OF STATE 1,258
SHALL REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 1,259
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 1,260
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's or association's 1,262
articles in accordance with section 1701.07, 1701.921, 1785.06, 1,263
or 5733.22 of the Revised Code, both of the following apply to 1,264
the exercise OF or AN attempt to exercise any rights, privileges, 1,266
or franchises, including entering into or performing any 1,267
contracts, on behalf of the corporation or association by an 1,268
officer, agent, or employee of the corporation or association, 1,269
after cancellation and prior to reinstatement of the articles of 1,270
incorporation:
28
(1) The exercise OF or AN attempt to exercise any rights, 1,272
privileges, or franchises on behalf of the corporation or 1,273
association by the officer, agent, or employee of the corporation 1,274
or association has the same force and effect that the exercise OF 1,275
or AN attempt to exercise the right, privilege, or franchise 1,276
would have had if the corporation's or association's articles had 1,277
not been canceled, if both of the following apply: 1,278
(a) The exercise OF or AN attempt to exercise the right, 1,280
privilege, or franchise was within the scope of the corporation's 1,281
or association's articles of incorporation that existed prior to 1,282
cancellation; 1,283
(b) The officer, agent, or employee had no knowledge that 1,285
the corporation's or association's articles of incorporation had 1,286
been canceled. 1,287
(2) The corporation or association is liable exclusively 1,289
for the exercise OF or AN attempt to exercise any rights, 1,290
privileges, or franchises on behalf of the corporation or 1,291
association by an officer, agent, or employee of the corporation 1,292
or association, if the conditions set forth in divisions 1,293
(B)(1)(a) and (b) of this section are met. 1,294
(C) Upon reinstatement of a corporation's or association's 1,296
articles of incorporation in accordance with section 1701.07, 1,297
1701.921, 1785.06, or 5733.22 of the Revised Code, the exercise 1,298
OF or AN attempt to exercise any rights, privileges, or 1,299
franchises on behalf of the corporation or association by an 1,300
officer, agent, or employee of the corporation or association, 1,302
after cancellation and prior to reinstatement of the articles of 1,303
incorporation, does not constitute a failure to comply with 1,304
division (A) of section 1701.88 or a violation of section 1701.97 1,305
of the Revised Code, if the conditions set forth in divisions 1,306
(B)(1)(a) and (b) of this section are met. 1,307
(D) This section is remedial in nature and is to be 1,309
construed liberally to accomplish the purpose of providing full 1,310
reinstatement of a corporation's or association's articles of 1,311
29
incorporation retroactive, in accordance with this section, to 1,312
the time of the cancellation of the articles. 1,313
Sec. 1702.05. (A) Except as provided in this section and 1,322
in sections 1702.41 and 1702.45 of the Revised Code, the 1,323
secretary of state shall not accept for filing in the secretary 1,324
of state's office any articles if the corporate name set forth in 1,326
the articles are IS not distinguishable upon the secretary of 1,327
state's records from the ANY OF THE FOLLOWING: 1,328
(1) THE name of any other corporation, whether nonprofit 1,330
or for profit and whether that of a domestic or of a foreign 1,331
corporation authorized to do business in this state, or from any; 1,332
(2) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 1,334
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 1,335
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,336
(3) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 1,338
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 1,340
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,342
(4) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 1,344
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 1,346
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,348
(5) ANY trade name, the exclusive right to which is at the 1,351
time in question registered in the office of the secretary of 1,352
state pursuant to Chapter 1329. of the Revised Code. 1,353
(B) The secretary of state shall determine for purposes of 1,355
this section whether a name is "distinguishable" from another 1,356
name upon the secretary of state's records. Without excluding 1,358
other names that may not constitute distinguishable names in this 1,359
state, a name is not considered distinguishable from another name 1,360
for purposes of this section solely because it differs from the 1,361
other name in only one or more of the following manners: 1,362
(1) The use of the word "corporation," "company," 1,364
"incorporated," "limited," or any abbreviation of any of those 1,366
words; 1,367
(2) The use of any article, conjunction, contraction, 1,369
30
abbreviation, or punctuation; 1,370
(3) The use of a different tense or number of the same 1,372
word. 1,373
(C) A corporation may apply to the secretary of state for 1,375
authorization to use a name that is not distinguishable upon the 1,376
secretary of state's records from the name of any other 1,377
corporation, ANY LIMITED LIABILITY COMPANY, LIMITED LIABILITY 1,378
PARTNERSHIP, OR LIMITED PARTNERSHIP, or from a registered trade 1,380
name, if there also is filed in the office of the secretary of 1,381
state, on a form prescribed by the secretary of state, the 1,382
consent of the other corporation ENTITY, or, in the case of a 1,383
registered trade name, the person to whom IN WHOSE NAME is 1,385
registered the exclusive right to use the name, which consent is 1,386
evidenced in a writing signed by any authorized officer of the 1,387
other corporation or any authorized party REPRESENTATIVE of the 1,388
other ENTITY OR person.
(D) In case of judicial sale or judicial transfer, by sale 1,390
or transfer of good will or otherwise, of the right to use the 1,391
name of a nonprofit corporation or corporation for profit, 1,392
whether that of a domestic corporation or of a foreign 1,393
corporation authorized to exercise its corporate privileges in 1,394
this state or to do business in this state, the secretary of 1,395
state, at the instance of the purchaser or transferee of such 1,396
right, shall accept for filing articles of a corporation with a 1,397
name the same as or similar to the name of such other 1,398
corporation, if there also is filed in the office of the 1,399
secretary of state a certified copy of the decree or order of 1,400
court confirming or otherwise evidencing the purchase or 1,401
transfer. 1,402
(E) Any person who wishes to reserve a name for a proposed 1,404
new corporation, or any corporation intending to change its name, 1,405
may submit to the secretary of state a written application, on a 1,406
form prescribed by the secretary of state, for the exclusive 1,407
right to use a specified name as the name of a corporation. If 1,409
31
the secretary of state finds that, under this section, the 1,410
specified name is available for such use, the secretary of state 1,411
shall endorse his or her approval upon and file such application, 1,413
and, from the date of such endorsement FILING, such applicant 1,414
shall have the exclusive right for sixty days to use the 1,416
specified name as the name of a corporation, counting the date of 1,417
such endorsements FILING as the first of the sixty days. The 1,419
right so obtained may be transferred by the applicant or other 1,420
holder of the right by the filing in the office of the secretary 1,421
of state OF a written transfer, ON A FORM PRESCRIBED BY THE 1,422
SECRETARY OF STATE, stating the name and address of the 1,424
transferee.
(F) For filing under this section any application or other 1,426
document, other than articles or a consent to the use of a name, 1,427
the secretary of state shall charge and collect a fee of five 1,428
dollars. 1,429
Sec. 1702.07. (A) When articles of incorporation and 1,439
other certificates relating to the corporation are filed with 1,440
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 1,442
shall, if he finds AFTER FINDING that they comply with the 1,443
provisions of sections 1702.01 to 1702.58, inclusive, of the 1,445
Revised Code, endorse thereon his approval, the date of filing, a 1,447
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 1,448
FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 1,449
microfilm or by any authorized photostatic OR DIGITIZED process. 1,450
The articles or other certificate certified by EVIDENCE OF the 1,452
secretary of state FILING shall be returned to the person filing 1,453
said THE articles or certificate. 1,454
(B) All persons shall have the opportunity of acquiring 1,456
knowledge of the contents of the articles and other certificates 1,457
filed and recorded in the office of the secretary of state, but 1,458
no person dealing with the corporation shall be charged with 1,459
constructive notice of the contents of any such articles or 1,460
32
certificates by reason of such filing or recording.
Sec. 1702.43. (A) Upon such adoption BY EACH CONSTITUENT 1,470
CORPORATION OF AN AGREEMENT OF MERGER OR CONSOLIDATION PURSUANT 1,471
TO SECTION 1702.42 OR 1702.45 OF THE REVISED CODE, a certificate 1,472
OF MERGER OR CONSOLIDATION, signed by any authorized officer 1,473
REPRESENTATIVE of each constituent corporation and containing 1,474
either a signed agreement or a copy thereof and a statement by 1,475
such officer of each constituent corporation of the manner of its 1,476
adoption by such corporation, shall be filed with the secretary 1,477
of state. THE CERTIFICATE SHALL BE ON A FORM PRESCRIBED BY THE 1,478
SECRETARY OF STATE AND SHALL SET FORTH ONLY THE INFORMATION 1,479
REQUIRED BY THIS SECTION. 1,480
(1) THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL SET 1,482
FORTH ALL OF THE FOLLOWING: 1,483
(a) THE NAME OF EACH CONSTITUENT ENTITY AND THE STATE 1,485
UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTS; 1,486
(b) A STATEMENT THAT EACH CONSTITUENT ENTITY HAS COMPLIED 1,488
WITH ALL OF THE LAWS UNDER WHICH IT EXISTS AND THAT THE LAWS 1,489
PERMIT THE MERGER OR CONSOLIDATION; 1,490
(c) THE NAME AND MAILING ADDRESS OF THE PERSON OR ENTITY 1,492
THAT IS TO PROVIDE, IN RESPONSE TO ANY WRITTEN REQUEST MADE BY A 1,493
MEMBER OR OTHER PERSON, A COPY OF THE AGREEMENT OF MERGER OR 1,494
CONSOLIDATION;
(d) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION, 1,496
WHICH DATE MAY BE ON OR AFTER THE DATE OF THE FILING OF THE 1,497
CERTIFICATE;
(e) THE SIGNATURE OF EACH REPRESENTATIVE AUTHORIZED TO 1,500
SIGN THE CERTIFICATE ON BEHALF OF EACH CONSTITUENT ENTITY AND THE 1,501
OFFICE EACH REPRESENTATIVE AUTHORIZED TO SIGN HOLDS OR THE
CAPACITY IN WHICH THE REPRESENTATIVE IS ACTING; 1,502
(f) A STATEMENT THAT THE AGREEMENT OF MERGER OR 1,504
CONSOLIDATION IS AUTHORIZED ON BEHALF OF EACH CONSTITUENT ENTITY 1,505
AND THAT EACH PERSON WHO SIGNED THE CERTIFICATE ON BEHALF OF EACH 1,506
ENTITY IS AUTHORIZED TO DO SO;
33
(g) IN THE CASE OF A MERGER, A STATEMENT THAT ONE OR MORE 1,508
SPECIFIED CONSTITUENT ENTITIES WILL BE MERGED INTO A SPECIFIED 1,509
SURVIVING ENTITY OR, IN THE CASE OF A CONSOLIDATION, A STATEMENT 1,510
THAT THE CONSTITUENT ENTITIES WILL BE CONSOLIDATED INTO A NEW 1,511
ENTITY;
(h) IN THE CASE OF A MERGER, IF THE SURVIVING ENTITY IS A 1,513
FOREIGN ENTITY NOT LICENSED TO TRANSACT BUSINESS IN THIS STATE, 1,514
THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM ANY 1,515
PROCESS, NOTICE, OR DEMAND MAY BE SERVED;
(i) IN THE CASE OF A CONSOLIDATION, THE NAME AND ADDRESS 1,517
OF THE STATUTORY AGENT UPON WHOM ANY PROCESS, NOTICE, OR DEMAND 1,518
AGAINST ANY CONSTITUENT ENTITY OR THE NEW ENTITY MAY BE SERVED. 1,519
(2) IN THE CASE OF A CONSOLIDATION INTO A NEW DOMESTIC 1,521
CORPORATION, THE CERTIFICATE OF CONSOLIDATION SHALL BE 1,522
ACCOMPANIED BY A COPY OF THE ARTICLES OF INCORPORATION OF THE NEW 1,523
DOMESTIC CORPORATION.
(3) IN THE CASE OF A MERGER INTO A DOMESTIC CORPORATION, 1,525
THE CERTIFICATE OF MERGER SHALL BE ACCOMPANIED BY A COPY OF ANY 1,526
AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE SURVIVING 1,527
DOMESTIC CORPORATION.
(4) IF THE SURVIVING OR NEW ENTITY IS A FOREIGN ENTITY 1,529
THAT DESIRES TO TRANSACT BUSINESS IN THIS STATE AS A FOREIGN 1,530
CORPORATION, THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL 1,531
CONTAIN A STATEMENT TO THAT EFFECT AND A STATEMENT WITH RESPECT 1,532
TO THE APPOINTMENT OF THE STATUTORY AGENT AND WITH RESPECT TO THE 1,533
CONSENT TO SERVICE OF ANY PROCESS, NOTICE, OR DEMAND UPON THAT
STATUTORY AGENT OR THE SECRETARY OF STATE, AS REQUIRED WHEN A 1,534
FOREIGN CORPORATION APPLIES FOR A CERTIFICATE AUTHORIZING IT TO 1,535
TRANSACT BUSINESS IN THIS STATE. 1,536
(5) IF A DOMESTIC OR FOREIGN CORPORATION LICENSED TO 1,538
TRANSACT BUSINESS IN THIS STATE IS A CONSTITUENT ENTITY AND THE 1,539
SURVIVING OR NEW ENTITY RESULTING FROM THE MERGER OR 1,540
CONSOLIDATION IS NOT A DOMESTIC OR FOREIGN CORPORATION THAT IS TO 1,541
BE LICENSED TO TRANSACT BUSINESS IN THIS STATE, THE CERTIFICATE
34
OF MERGER OR CONSOLIDATION SHALL BE ACCOMPANIED BY THE 1,542
AFFIDAVITS, RECEIPTS, CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY 1,543
DIVISION (G) OF SECTION 1702.47 OF THE REVISED CODE, WITH RESPECT 1,544
TO EACH DOMESTIC CORPORATION, AND BY THE AFFIDAVITS, RECEIPTS, 1,545
CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY DIVISION (C) OR (D) 1,546
OF SECTION 1703.17 OF THE REVISED CODE, WITH RESPECT TO EACH
FOREIGN CONSTITUENT CORPORATION LICENSED TO TRANSACT BUSINESS IN 1,547
THIS STATE.
(B) IF ANY CONSTITUENT ENTITY IN A MERGER OR CONSOLIDATION 1,549
IS ORGANIZED OR FORMED UNDER THE LAWS OF A STATE OTHER THAN THIS 1,550
STATE OR UNDER ANY CHAPTER OF THE REVISED CODE OTHER THAN THIS 1,551
CHAPTER, THERE ALSO SHALL BE FILED IN THE PROPER OFFICE ALL 1,552
DOCUMENTS THAT ARE REQUIRED TO BE FILED IN CONNECTION WITH THE 1,553
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 1,556
CONSOLIDATION AND OTHER FILINGS AS DESCRIBED IN DIVISION (B) OF 1,557
THIS SECTION, or at such later date as the agreement CERTIFICATE 1,558
OF MERGER OR CONSOLIDATION specifies, the merger or consolidation 1,559
shall become effective. 1,560
(C) A copy of such agreement, certified by the (D) THE 1,563
secretary of state, may be filed for record in the office of the 1,564
county recorder of any county in this state, and for such SHALL 1,566
FURNISH, UPON REQUEST AND PAYMENT OF A FEE OF TEN DOLLARS, A
CERTIFICATE SETTING FORTH THE NAME OF EACH CONSTITUENT ENTITY AND 1,567
THE STATE UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTED PRIOR 1,568
TO THE MERGER OR CONSOLIDATION, THE NAME OF THE SURVIVING OR NEW 1,569
ENTITY AND THE STATE UNDER WHOSE LAWS THE SURVIVING ENTITY EXISTS 1,570
OR THE NEW ENTITY IS TO EXIST, THE DATE OF FILING OF THE 1,571
CERTIFICATE OF MERGER OR CONSOLIDATION WITH THE SECRETARY OF
STATE, AND THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION. 1,572
THE CERTIFICATE OF THE SECRETARY OF STATE OR A COPY OF THE MERGER 1,573
OR CONSOLIDATION CERTIFIED BY THE SECRETARY OF STATE MAY BE FILED 1,574
FOR RECORD IN THE OFFICE OF THE RECORDER OF ANY COUNTY IN THIS 1,575
35
STATE AND, IF FILED, SHALL BE RECORDED IN THE RECORDS OF DEEDS 1,576
FOR THAT COUNTY. FOR THAT recording, the county recorder shall 1,578
charge and collect the same fee as in the case of deeds. Such 1,579
copy shall be recorded in the records of deeds. 1,580
Sec. 1702.46. (A) Upon the filing of the agreement 1,590
CERTIFICATE of merger or consolidation in compliance with the 1,591
laws of each state under the laws of which any constituent 1,592
corporation exists, or at such later date as the agreement 1,593
CERTIFICATE specifies, the merger or consolidation shall become 1,594
effective.
(B) The effect of such merger or consolidation, if the 1,596
surviving or new corporation is to be a domestic corporation, 1,597
shall be the same as in the case of the merger or consolidation 1,598
of domestic corporations. If the surviving or new corporation is 1,599
to be a foreign corporation:
(1) The surviving or new corporation shall thenceforth be 1,601
liable for all the obligations of each of the constituent 1,602
corporations;
(2) All the rights of creditors of each constituent 1,604
corporation shall be preserved unimpaired, and all liens upon the 1,605
property of any of the constituent corporations shall be 1,606
preserved unimpaired, limited in lien to the property affected by 1,607
such liens immediately prior to the effective date of the merger 1,608
or consolidation;
(3) The effect of such merger or consolidation shall, in 1,610
all other respects, be the same as in the case of the merger or 1,611
consolidation of domestic corporations except in so far as the 1,612
laws of such other state otherwise provide. 1,613
(C) If the surviving or new corporation is to be a foreign 1,615
corporation and if the agreement CERTIFICATE states that the 1,616
surviving or new corporation desires to exercise its corporate 1,618
privileges in this state as a foreign corporation in a continual 1,619
course of transactions, the surviving or new corporation shall,
when the merger or consolidation becomes effective, be deemed to 1,620
36
have complied with the requirements for procuring a certificate 1,621
authorizing it to do so, and a copy of the agreement CERTIFICATE 1,622
of merger or consolidation, certified by the secretary of state 1,623
of this state, shall be considered and accepted as the license 1,624
certificate prescribed by the laws of this state for a foreign 1,625
corporation exercising its corporate privileges in this state in
a continual course of transactions. 1,626
Sec. 1702.59. Every nonprofit corporation, incorporated 1,636
under the general corporation laws of this state, or previous 1,637
laws, or under special provisions of the Revised Code, or created 1,638
before September 1, 1851, which corporation has expressedly or 1,639
impliedly elected to be governed by the laws passed since that 1,640
date, and whose articles or other documents are filed with the 1,641
secretary of state, shall file with the secretary of state a 1,642
verified statement of continued existence, signed by a trustee, 1,643
officer, or three members in good standing, setting forth the 1,644
corporate name, the place where the principal office of the 1,645
corporation is located, the date of incorporation, the fact that 1,646
the corporation is still actively engaged in exercising its 1,647
corporate privileges, and the name and address of its agent 1,648
appointed pursuant to section 1702.06 of the Revised Code. 1,649
The first statement of continued existence required by this 1,651
section shall be filed with the secretary of state on or before 1,652
March 31, 1958. Thereafter, each EACH corporation required to 1,653
file such A statement OF CONTINUED EXISTENCE shall file it with 1,655
the secretary of state within each five years after the date of
incorporation or of the last corporate filing. For filing such 1,656
statements of continued existence, the secretary of state shall 1,657
charge and collect a fee of five dollars. 1,658
Corporations specifically exempted by division (N) of 1,660
section 1702.06 of the Revised Code, or whose activities are 1,661
regulated or supervised by another state official, agency, 1,662
bureau, department, or commission are exempted from this section. 1,663
The secretary of state shall give notice in writing and 1,665
37
provide a form for compliance with this section to each 1,666
corporation required by this section to file the statement of 1,667
continued existence, such notice and form to be mailed to the 1,668
last known address of the corporation as it appears on the 1,669
records of the secretary of state or which he THE SECRETARY OF 1,670
STATE may ascertain upon a reasonable search. 1,672
In the event any nonprofit corporation required by this 1,674
section to file a statement of continued existence fails to file 1,675
the first statement, or after filing the first statement fails to 1,676
file the statement required every fifth year, then the secretary 1,677
of state shall cancel the articles of such corporation, make a 1,678
notation of the cancellation on his THE records, and mail to the 1,679
corporation a certificate of his THE action so taken. 1,680
A corporation whose articles have been canceled may be 1,682
reinstated by filing an application for reinstatement and paying 1,683
to the secretary of state a fee of ten dollars. THE NAME OF A 1,684
CORPORATION WHOSE ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED 1,685
FOR A PERIOD OF ONE YEAR AFTER THE DATE OF CANCELLATION. If the 1,686
reinstatement is not made within one year from the date of the 1,687
cancellation of its articles of incorporation and it appears that 1,688
articles of incorporation have been issued to a corporation of 1,689
the same or similar CORPORATE name, LIMITED LIABILITY COMPANY 1,690
NAME, LIMITED LIABILITY PARTNERSHIP NAME, LIMITED PARTNERSHIP 1,691
NAME, OR TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT 1,692
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN SECTION 1702.06 OF 1,693
THE REVISED CODE, the applicant for reinstatement shall be 1,695
required by the secretary of state, as a condition prerequisite 1,696
to such reinstatement, to amend its articles by changing its 1,697
name. A certificate of reinstatement may be filed in the 1,698
recorder's office of any county in the state, for which the 1,699
recorder shall charge and collect a fee of one dollar. The
rights, privileges, and franchises of a corporation whose 1,700
articles have been reinstated are subject to section 1702.60 of 1,701
the Revised Code.
38
The secretary of state shall furnish the tax commissioner a 1,703
list of all corporations failing to file the required first 1,704
statement of continued existence, and thereafter shall furnish a 1,705
list of corporations failing to file the subsequent statement of 1,706
continued existence. 1,707
Sec. 1702.60. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 1,716
THIS DIVISION, UPON reinstatement of a corporation's articles of 1,718
incorporation in accordance with section 1702.06, 1702.59, or 1,719
1724.06 of the Revised Code, the rights, privileges, and 1,720
franchises, including all real or personal property rights and 1,721
credits and all contract and other rights, of the corporation
existing at the time its articles of incorporation were canceled 1,722
shall be fully vested in the corporation as if the articles had 1,723
not been canceled, and the corporation shall again be entitled to 1,724
exercise the rights, privileges, and franchises authorized by its 1,725
articles of incorporation. THE NAME OF A CORPORATION WHOSE 1,726
ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE 1,727
YEAR AFTER THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT 1,728
MADE WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 1,729
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 1,730
LIMITED LIABILITY NAME, LIMITED LIABILITY PARTNERSHIP NAME, 1,731
LIMITED PARTNERSHIP NAME, OR TRADE NAME HAS BEEN FILED, THE NAME 1,732
OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN 1,733
SECTION 1702.05 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL
REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 1,734
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 1,735
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's articles in 1,737
accordance with section 1702.06, 1702.59, or 1724.06 of the 1,738
Revised Code, both of the following apply to the exercise OF or 1,739
AN attempt to exercise any rights, privileges, or franchises, 1,740
including entering into or performing any contracts, on behalf of 1,741
the corporation by an officer, agent, or employee of the 1,742
corporation, after cancellation and prior to reinstatement of the 1,743
39
articles of incorporation: 1,744
(1) The exercise OF or AN attempt to exercise any rights, 1,746
privileges, or franchises on behalf of the corporation by the 1,747
officer, agent, or employee of the corporation has the same force 1,748
and effect that the exercise OF or AN attempt to exercise the 1,749
right, privilege, or franchise would have had if the 1,750
corporation's articles had not been canceled, if both of the 1,751
following apply:
(a) The exercise OF or AN attempt to exercise the right, 1,753
privilege, or franchise was within the scope of the corporation's 1,754
articles of incorporation that existed prior to cancellation; 1,755
(b) The officer, agent, or employee had no knowledge that 1,757
the corporation's articles of incorporation had been canceled. 1,758
(2) The corporation is liable exclusively for the exercise 1,760
OF or AN attempt to exercise any rights, privileges, or 1,761
franchises on behalf of the corporation by an officer, agent, or 1,762
employee of the corporation, if the conditions set forth in 1,763
divisions (B)(1)(a) and (b) of this section are met. 1,764
(C) Upon reinstatement of a corporation's articles of 1,766
incorporation in accordance with section 1702.06, 1702.59, or 1,767
1724.06 of the Revised Code, the exercise OF or AN attempt to 1,768
exercise any rights, privileges, or franchises on behalf of the 1,769
corporation by an officer, agent, or employee of the corporation, 1,770
after cancellation and prior to reinstatement of the articles of 1,771
incorporation does not constitute a failure to comply with 1,772
division (A) of section 1702.49 or a violation of section 1702.57 1,773
of the Revised Code, if the conditions set forth in divisions 1,774
(B)(1)(a) and (b) of this section are met. 1,775
(D) This section is remedial in nature and is to be 1,777
construed liberally to accomplish the purpose of providing full 1,778
reinstatement of a corporation's articles of incorporation 1,779
retroactive, in accordance with this section, to the time of the 1,780
cancellation of the articles. 1,781
Sec. 1703.04. (A) To procure a license to transact 1,791
40
business in this state, a foreign corporation for profit shall 1,792
file with the secretary of state a certificate of good standing 1,793
or subsistence, dated not earlier than sixty NINETY days prior to 1,795
the filing of the application, under the seal of the secretary of 1,796
state, or other proper official, of the state under the laws of 1,797
which said corporation was incorporated, setting forth: 1,798
(1) The exact corporate title; 1,800
(2) The date of incorporation; 1,802
(3) The fact that the corporation is in good standing or 1,804
is a subsisting corporation. 1,805
(B) To procure such a license, such corporation also shall 1,808
file with the secretary of state an application in such form as 1,809
the secretary of state prescribes, verified by the oath of any 1,810
authorized officer of such corporation, setting forth, but not 1,811
limited to:
(1) The name of the corporation and, if its corporate name 1,813
is not available, the trade name under which it will do business 1,814
in this state; 1,815
(2) The name of the state under the laws of which it was 1,817
incorporated; 1,818
(3) The location and complete address of its principal 1,820
office; 1,821
(4) The name of the county and the municipal corporation 1,823
or township in which its principal office within this state, if 1,824
any, is to be located; 1,825
(5) The appointment of a designated agent and the complete 1,827
address of such agent; 1,828
(6) The irrevocable consent of such corporation to service 1,830
of process on such agent so long as the authority of such agent 1,831
continues and to service of process upon the secretary of state 1,832
in the events provided for in section 1703.19 of the Revised 1,833
Code; 1,834
(7) A brief summary of the corporate purposes to be 1,836
exercised within this state. 1,837
41
(C) Upon the filing by a foreign corporation for profit of 1,839
an application for a license to transact business in this state, 1,840
the corporation shall pay a filing fee of one hundred dollars to 1,841
the secretary of state. 1,842
(D)(1) No such application for a license shall be accepted 1,844
for filing if it appears that the name of the foreign corporation 1,845
is prohibited by law or is not distinguishable upon the records 1,846
in the office of the secretary of state from the name of any 1,847
other corporation, whether nonprofit or for profit and whether 1,848
that of a domestic corporation or of a foreign corporation 1,849
authorized to transact business in this state, THE NAME OF A 1,850
LIMITED LIABILITY COMPANY REGISTERED IN THE OFFICE OF THE 1,851
SECRETARY OF STATE PURSUANT TO CHAPTER 1705. OF THE REVISED CODE, 1,852
WHETHER DOMESTIC OR FOREIGN, THE NAME OF ANY LIMITED LIABILITY 1,853
PARTNERSHIP REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE 1,854
PURSUANT TO CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC 1,856
OR FOREIGN, THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 1,857
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 1,859
REVISED CODE, WHETHER DOMESTIC OR FOREIGN, or a trade name, TO 1,861
WHICH the exclusive right to which is at the time in question IS 1,862
registered in the manner provided in Chapter 1329. of the Revised 1,863
Code, unless there also is filed with the secretary of state, on 1,864
a form prescribed by the secretary of state, the consent of the 1,866
other corporation ENTITY or person to the use of the name, 1,868
evidenced in a writing signed by any authorized officer of the 1,869
other corporation ENTITY or authorized party REPRESENTATIVE of 1,870
the other person owning the exclusive right to the registered 1,871
trade name. Notwithstanding the prior sentence 1,872
(2) NOTWITHSTANDING DIVISION (D)(1) OF THIS SECTION, if an 1,875
application for a license is not acceptable for filing solely 1,876
because the name of the foreign corporation is not 1,877
distinguishable from the name of another corporation ENTITY or 1,878
registered trade name, the foreign corporation may be authorized 1,879
to transact business in this state by filing with the secretary 1,880
42
of state, in addition to those items otherwise prescribed by this 1,881
section, a statement signed by an authorized officer directing 1,882
the foreign corporation to make application for a license to 1,883
transact business in this state under an assumed business name or 1,884
names that comply with the requirements of this division and 1,885
stating that the foreign corporation will transact business in 1,886
this state only under the assumed name or names. The application 1,887
for a license shall be on a form prescribed by the secretary of 1,888
state.
Sec. 1703.041. (A) Every foreign corporation for profit 1,897
that is licensed to transact business in this state, and every 1,898
foreign nonprofit corporation that is licensed to exercise its 1,899
corporate privileges in this state, shall have and maintain an 1,900
agent, sometimes referred to as the "designated agent," upon whom 1,901
process against such THE corporation may be served within this 1,902
state. The agent may be a natural person who is a resident of 1,904
this state, or may be a domestic corporation for profit or a 1,905
foreign corporation for profit holding a license as such under 1,906
the laws of this state which THAT is authorized by its articles 1,907
of incorporation to act as such AN agent, and which THAT has a 1,909
business address in this state. 1,910
(B) The written appointment of a designated agent shall 1,912
set forth the name and address of the agent, including the street 1,913
and number or other particular description, and shall otherwise 1,914
be in such form as the secretary of state prescribes. The 1,915
secretary of state shall keep a record of the names of such 1,916
foreign corporations and the names and addresses of their 1,917
respective agents. 1,918
(C) If a foreign corporation changes the location of its 1,920
principal office in this state, it shall file with the secretary 1,921
of state, on a form prescribed by the secretary of state, a 1,923
written statement setting forth the new location.
(D) If the designated agent dies, removes from the state, 1,925
or resigns, the foreign corporation shall forthwith appoint 1,926
43
another agent and file in the office of the secretary of state, 1,927
on a form prescribed by the secretary of state, a written 1,929
appointment of such AN AMENDMENT TO THE CORPORATION'S APPLICATION 1,930
FOR A FOREIGN LICENSE INDICATING THE NAME AND ADDRESS OF THE NEW 1,931
agent.
(E)(D) If the designated agent changes the agent's address 1,934
from that appearing upon the record in the office of the
secretary of state, the foreign corporation or the designated 1,935
agent in its behalf shall forthwith file with the secretary of 1,936
state, on a form prescribed by the secretary of state, a written 1,938
statement AN AMENDMENT TO THE CORPORATION'S APPLICATION FOR A
FOREIGN LICENSE setting forth the new address unless the change 1,940
is reported on the annual report filed with the department of 1,941
taxation.
(F)(E) A designated agent may resign by filing with the 1,943
secretary of state, on a form prescribed by the secretary of 1,944
state, a signed statement to that effect. The secretary of state 1,946
shall forthwith mail a copy of such statement to the foreign 1,947
corporation at its principal office as shown by the record in his 1,948
office. Upon the expiration of sixty days after such THE filing, 1,949
the authority of the agent shall terminate. 1,950
(G)(F) A foreign corporation may revoke the appointment of 1,952
a designated agent by filing with the secretary of state, on a 1,953
form prescribed by the secretary of state, a written appointment 1,955
of AN AMENDMENT TO ITS APPLICATION FOR A FOREIGN LICENSE
APPOINTING another agent and THAT INCLUDES a statement that the 1,957
appointment of the former agent is revoked. 1,958
(H)(G) Process may be served upon a foreign corporation by 1,960
delivering a copy of it to its designated agent, if a natural 1,961
person, or by delivering a copy of it at the address of its agent 1,962
in this state, as such THE address appears upon the record in the 1,964
office of the secretary of state. 1,965
(I)(H) This section does not limit or affect the right to 1,967
serve process upon a foreign corporation in any other manner 1,968
44
permitted by law. 1,969
(J)(I) Every foreign corporation for profit shall state in 1,971
each annual report filed by it with the department of taxation 1,972
the name and address of its designated agent in this state. 1,973
(K) A written appointment of a designated agent or a 1,975
written statement filed by a foreign corporation in the office of 1,976
the secretary of state shall be signed by any authorized officer 1,977
of the corporation. A written statement filed in the office of 1,979
the secretary of state by a designated agent in behalf of a 1,980
foreign corporation pursuant to division (E) of this section 1,981
shall be signed by such agent and, if the agent is a corporation, 1,982
by any authorized officer of the corporation. 1,983
(L) For filing a written appointment of an agent other 1,985
than one filed with the application for a license to transact 1,986
business in this state or to exercise its corporate privileges in 1,987
this state, and for filing a statement of change of address of an 1,988
agent or a change of location of a principal office, the 1,989
secretary of state shall charge and collect a fee of three 1,990
dollars. 1,991
Sec. 1703.15. No foreign corporation shall transact in 2,000
this state any business that could not be lawfully transacted by 2,001
a domestic corporation. Whenever the secretary of state finds 2,002
that a foreign corporation licensed to transact business in this 2,003
state is transacting in this state a business that a domestic 2,004
corporation could not lawfully transact, is transacting business 2,005
in this state in a corporate name that is not readily 2,006
distinguishable from the name of every other corporation, LIMITED 2,007
LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR LIMITED 2,008
PARTNERSHIP, domestic or foreign, OR EVERY TRADE NAME, REGISTERED 2,009
IN THE OFFICE OF THE SECRETARY OF STATE, theretofore authorized 2,010
to transact business in this state, without the consent of the 2,011
other corporation, LIMITED LIABILITY COMPANY, LIMITED LIABILITY 2,012
PARTNERSHIP, LIMITED PARTNERSHIP, OR TRADE NAME REGISTRANT, 2,013
evidenced by a resolution of its board of directors certified by 2,014
45
its secretary or assistant secretary and IN WRITING filed with 2,015
the secretary of state PURSUANT TO SECTION 1703.04 OF THE REVISED 2,017
CODE, or has failed, after the death or resignation of its 2,018
designated agent or his THE DESIGNATED AGENT'S removal from this 2,019
state, to designate another agent as required by section 1703.041 2,021
of the Revised Code, the secretary of state shall give notice 2,022
thereof by certified mail to the corporation, and unless such. 2,023
UNLESS THAT failure is cured within thirty days after the mailing 2,024
by the secretary of state of the notice or within such further 2,026
period as the secretary of state grants, the secretary of state 2,027
shall, upon the expiration of such period, SHALL cancel the 2,028
license of the foreign corporation to transact business in this 2,029
state, give notice of the cancellation to the corporation by 2,030
mail, and make a notation of the cancellation on his THE 2,031
SECRETARY OF STATE'S records.
A FOREIGN CORPORATION WHOSE LICENSE HAS BEEN CANCELED MAY 2,034
BE REINSTATED UPON ITS FILING WITH THE SECRETARY OF STATE, ON A 2,035
FORM PRESCRIBED BY THE SECRETARY OF STATE, AN APPLICATION FOR 2,036
REINSTATEMENT ACCOMPANIED BY A FEE OF TEN DOLLARS. IF THE
APPLICATION FOR REINSTATEMENT IS SUBMITTED IN A TAX YEAR OR 2,037
CALENDAR YEAR OTHER THAN THAT IN WHICH THE CANCELLATION OCCURRED, 2,039
THE APPLICATION ALSO SHALL BE ACCOMPANIED BY A CERTIFICATE OF 2,040
REINSTATEMENT ISSUED BY THE DEPARTMENT OF TAXATION. THE NAME OF 2,041
A CORPORATION WHOSE LICENSE HAS BEEN CANCELED PURSUANT TO THIS 2,042
SECTION SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER THE DATE 2,043
OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE WITHIN ONE 2,045
YEAR AFTER THE DATE OF CANCELLATION OF THE FOREIGN LICENSE AND IT 2,046
APPEARS THAT A CORPORATE NAME, LIMITED LIABILITY COMPANY NAME, 2,047
LIMITED LIABILITY PARTNERSHIP NAME, LIMITED PARTNERSHIP NAME, OR 2,048
TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN DIVISION (D) OF 2,050
SECTION 1703.04 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL 2,053
REQUIRE THE APPLICANT FOR THE REINSTATEMENT, AS A CONDITION 2,054
PREREQUISITE TO SUCH REINSTATEMENT, TO APPLY FOR AUTHORIZATION TO 2,055
46
TRANSACT BUSINESS IN THIS STATE UNDER AN ASSUMED NAME. 2,056
Sec. 1703.19. The secretary of state shall be the agent of 2,065
any foreign corporation licensed to do business in this state, 2,066
upon whom process against it from any court in this state or from 2,067
any public authorities may be served within this state if the 2,068
designated agent cannot be found, if the corporation has failed 2,069
to designate another agent when required to do so under sections 2,070
1703.01 to 1703.31 of the Revised Code, or if the license of a 2,071
corporation to do business in this state has expired or has been 2,072
canceled. Pursuant to such service, suit may be brought in the 2,073
county where the principal office of the corporation in this 2,074
state is or was located, or in any county in which the cause of 2,075
action arose. Such service shall be made upon the secretary of 2,076
state by leaving with him THE SECRETARY OF STATE, or with an 2,077
assistant secretary of state, triplicate QUADRUPLICATE copies of 2,079
such process and a fee of five dollars which shall be included as 2,081
taxable costs in case of judicial proceedings. Upon receipt of 2,082
such process and fee the secretary of state shall forthwith give 2,083
notice to the corporation, both at its principal office and, at 2,084
its principal office in this state, AND AT ANY DIFFERENT ADDRESS 2,085
SHOWN ON ITS LAST FRANCHISE TAX REPORT FILED IN THIS STATE, of 2,086
the service of such process, shall forward BY FORWARDING to each 2,087
of such offices by certified mail, with request for return 2,089
receipt, a copy of such process, and shall retain a copy of such 2,090
process in his THE SECRETARY OF STATE'S files.
The secretary of state shall keep a record of any such 2,092
process served upon him THE SECRETARY OF STATE and shall record 2,093
therein the time of such service and his THE SECRETARY OF STATE'S 2,095
action thereafter with respect to it. 2,096
This section does not affect any right to serve process 2,098
upon a foreign corporation in any other manner permitted by law. 2,099
Sec. 1705.05. (A) The name of a limited liability company 2,108
shall include the words, "limited liability company," without 2,109
abbreviation or shall include one of the following abbreviations: 2,110
47
"LLC," "L.L.C.," "limited," "ltd.," or "ltd". 2,111
(B)(1) Except as provided in this section and in sections 2,113
1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised 2,114
Code, the secretary of state shall not accept for filing in the 2,116
secretary of state's office the articles of organization of a
limited liability company if the company name set forth in the 2,118
articles is not distinguishable on the records of the secretary 2,119
of state from the name of either ANY of the following: 2,120
(a) Any other limited liability company, whether the name 2,122
is of a domestic limited liability company or of a foreign 2,123
limited liability company registered as a foreign limited 2,124
liability company under this chapter; 2,125
(b) Any corporation, whether the name is of a domestic 2,127
corporation or of a foreign corporation holding a license as a 2,128
foreign corporation under the laws of this state PURSUANT TO 2,130
CHAPTER 1701., 1702., OR 1703. OF THE REVISED CODE;
(c) ANY LIMITED LIABILITY PARTNERSHIP, WHETHER THE NAME IS 2,132
OF A DOMESTIC LIMITED LIABILITY PARTNERSHIP OR A FOREIGN LIMITED 2,133
LIABILITY PARTNERSHIP REGISTERED PURSUANT TO CHAPTER 1775. OF THE 2,134
REVISED CODE;
(d) ANY LIMITED PARTNERSHIP, WHETHER THE NAME IS OF A 2,137
DOMESTIC LIMITED PARTNERSHIP OR A FOREIGN LIMITED PARTNERSHIP 2,138
REGISTERED PURSUANT TO CHAPTER 1782. OF THE REVISED CODE; 2,139
(e) ANY TRADE NAME TO WHICH THE EXCLUSIVE RIGHT, AT THE 2,141
TIME IN QUESTION, IS REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,142
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,143
(2) The secretary of state may accept for filing in the 2,145
secretary of state's office the articles of organization of a 2,147
limited liability company whose name set forth in the articles is 2,148
not distinguishable on the records of the secretary of state from 2,149
ANY TRADE NAME OR the name of another limited liability company, 2,150
corporation, LIMITED LIABILITY PARTNERSHIP, or limited 2,151
partnership if there also is filed in the secretary of state's 2,152
office the consent of the other limited liability company, 2,153
48
corporation, ENTITY or limited partnership, IN THE CASE OF A 2,154
REGISTERED TRADE NAME, THE PERSON IN WHOSE NAME IS REGISTERED THE 2,155
EXCLUSIVE RIGHT to the use of the particular name. 2,156
(C) A consent given by a limited liability company AN 2,158
ENTITY OR PERSON IN WHOSE NAME IS REGISTERED THE EXCLUSIVE RIGHT 2,159
TO USE A TRADE NAME, to the use of a name by another A limited 2,160
liability company, shall be in the form of an instrument, 2,162
prescribed by the secretary of state, that is signed by an 2,163
authorized member, manager, OFFICER or other AUTHORIZED 2,164
representative of the consenting limited liability company ENTITY 2,165
OR PERSON IN WHOSE NAME THE TRADE NAME IS REGISTERED. 2,166
(D) If a judicial sale or a judicial transfer by sale, 2,168
transfer of good will, or otherwise involves the right to use the 2,169
name of a domestic limited liability company or of a foreign 2,170
limited liability company registered as a foreign limited 2,171
liability company under this chapter, then, at the request of the 2,172
purchaser or transferee of that right, the secretary of state 2,173
shall accept for filing articles of organization of a limited 2,174
liability company with a name that is the same as or similar to 2,175
the name of the other limited liability company if there also is 2,176
filed in the secretary of state's office a certified copy of the 2,178
court order or decree that confirms or otherwise evidences the 2,179
purchase or transfer.
(E) Any person that wishes to reserve a name for a 2,181
proposed new limited liability company or any limited liability 2,182
company that intends to change its name may submit to the 2,183
secretary of state, on a form prescribed by the secretary of 2,184
state, a written application for the exclusive right to use a 2,186
specified name as the name of the company. If the secretary of 2,187
state finds, consistent with this section, that the specified 2,188
name is available for use, the secretary of state shall endorse 2,189
the secretary of state's approval upon and file the application. 2,190
From the date of the endorsement FILING, the applicant has the 2,191
exclusive right for sixty days to use the specified name as the 2,193
49
name of the limited liability company, counting the date of the 2,194
endorsement FILING as the first of the sixty days. The right so 2,196
obtained may be transferred by the applicant or other holder of 2,197
the right by filing in the office of the secretary of state a 2,198
written transfer, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, 2,199
that states the name and address of the transferee. 2,200
(F) The secretary of state shall charge and collect a fee 2,202
of five dollars for filing under this section any application or 2,203
document other than articles of organization or a consent to the 2,204
use of a name. 2,205
Sec. 1705.07. (A) If articles of organization or another 2,215
certificate OTHER CERTIFICATES relating to a limited liability 2,216
company is filed with ARE SUBMITTED TO the secretary of state and 2,218
he THE SECRETARY OF STATE finds that it complies THEY COMPLY with 2,219
this chapter, he THE SECRETARY OF STATE shall endorse on ACCEPT 2,221
the document the date of its ARTICLES OR OTHER CERTIFICATES FOR 2,222
filing and a file number and shall make a copy of the endorsed 2,223
document ARTICLES OR OTHER CERTIFICATES for his THE SECRETARY OF 2,224
STATE'S records BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 2,225
DIGITIZED PROCESS. The document endorsed by EVIDENCE OF the 2,226
secretary of state FILING shall be returned to the person who 2,227
filed it.
(B) The secretary of state is not required to file any 2,229
document that relates to a limited liability company except 2,230
documents required to be filed under this chapter. The duties 2,231
imposed upon the secretary of state by this chapter are 2,232
ministerial. The secretary of state shall not make any 2,233
determination regarding the legal sufficiency of any document 2,234
that is presented for filing under this chapter, and that appears 2,235
on its face to be legally sufficient. 2,236
(C) No person dealing with a limited liability company is 2,238
charged with constructive notice of the contents of any document 2,239
by reason of its filing with the secretary of state. 2,240
Sec. 1705.54. (A) Before transacting business in this 2,250
50
state, a foreign limited liability company shall register with 2,251
the secretary of state. The company shall register by submitting 2,252
to the secretary of state an application for registration as a 2,253
foreign limited liability company. The application shall be on a 2,254
form that is prescribed by the secretary of state, be signed by 2,255
an authorized representative of the company, and set forth all of 2,256
the following: 2,257
(1) The name of the company and, if different, the name 2,259
under which it is registered or organized in the state of its 2,260
organization; 2,261
(2) The state in which it was organized and the date of 2,263
its formation; 2,264
(3) The name and address of an agent for service of any 2,266
process, notice, or demand on the company. The appointed agent 2,267
shall be an individual who is a resident of this state, a 2,268
domestic corporation, or a foreign corporation that has a place 2,269
of business and is authorized to do business in this state. 2,270
(4) A statement that the secretary of state is appointed 2,272
the agent of the company for service of any process, notice, or 2,273
demand on the company if an agent is not appointed as described 2,274
in division (A)(3) of this section or if an agent is appointed 2,275
pursuant to that division but the authority of that agent has 2,276
been revoked or the agent cannot be found or served after the 2,277
exercise of reasonable diligence; 2,278
(5) An address to which interested persons may direct 2,280
requests for copies of the articles of organization, operating 2,281
agreement, bylaws, or other charter documents of the company. 2,282
(B) Upon receipt of an application for registration as a 2,284
foreign limited liability company and the filing fee required by 2,285
law, the secretary of state shall endorse on ACCEPT the 2,286
application the date of its FOR filing and a file number and 2,288
shall make a copy of the endorsed application for his THE 2,289
SECRETARY OF STATE'S records BY MICROFILM OR BY ANY AUTHORIZED
PHOTOSTATIC OR DIGITIZED PROCESS. The application as endorsed by 2,290
51
EVIDENCE OF the secretary of state FILING shall be returned to 2,292
the company or its representative.
(C) Upon being filed in accordance with division (B) of 2,294
this section, an application for registration as a foreign 2,295
limited liability company shall be deemed to be the certificate 2,296
of registration of the applicant as a foreign limited liability 2,297
company authorized to transact business in this state. 2,298
Sec. 1733.08. (A) When the articles and other documents 2,308
relating to the credit union have been filed with SUBMITTED TO 2,309
the secretary of state, he THE SECRETARY OF STATE shall note 2,311
ACCEPT the date of his approval ARTICLES AND OTHER DOCUMENTS for 2,312
filing, a file number, properly AND record the same, and properly 2,314
certify and return said articles BY MICROFILM OR BY ANY
AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE OF THE 2,315
FILING SHALL BE RETURNED to the credit union. 2,316
(B) The legal existence of the credit union shall begin 2,318
upon the filing of the articles with the secretary of state. 2,319
Sec. 1733.37. (A) If it appears that any credit union is 2,329
bankrupt or insolvent, that its shares are impaired, that it has 2,330
violated this chapter, or rules adopted by the superintendent of 2,331
credit unions, or that it is operating in an unsafe or unsound 2,332
manner, or if the credit union is experiencing a declining trend 2,333
in its financial condition and a majority of its board of 2,334
directors, by resolution, requests the issuance of an order under 2,335
this division, the superintendent may issue an order revoking the 2,336
credit union's articles of incorporation and appointing a 2,337
liquidating agent to liquidate the credit union in accordance 2,338
with this section. 2,339
(B) A credit union under order to liquidate or in the 2,341
course of liquidation, shall continue in existence for the 2,342
purpose of discharging its debts, collecting and distributing its 2,343
assets, and doing all acts required in order to wind up its 2,344
business, and may sue and be sued for the purpose of enforcing 2,345
such debts and obligations until its affairs are fully adjusted. 2,346
52
The board of directors, or in the case of involuntary 2,347
dissolution, the liquidating agent, shall use the assets of the 2,348
credit union to pay: first, expenses incidental to liquidation, 2,349
including any surety bond that may be required; second, any 2,350
liability due nonmembers; third, redemption of shares and share 2,351
accounts. Assets then remaining shall be distributed to the 2,352
members proportionately to the purchase price of shares held by 2,353
each member as of the date dissolving was voted, or the date of 2,354
suspension, as the case may be. 2,355
(C) As soon as the board or the liquidating agent 2,357
determines that all assets from which there is a reasonable 2,358
expectancy of realization have been liquidated and distributed as 2,359
set forth in this section, it shall execute a certificate of 2,360
dissolution on a form prescribed by the superintendent of credit 2,361
unions and file SUBMIT the certificate with TO the secretary of 2,363
state who shall, after filing or recording and indexing, forward 2,364
EVIDENCE OF the certificate FILING to the superintendent, 2,365
whereupon the credit union shall be dissolved. 2,367
(D) If the articles of a credit union have been canceled 2,369
for cause, or if a credit union has filed a certificate of 2,370
dissolution or has indicated an intention to file such 2,371
certificate, and the directors and officers of the credit union, 2,372
in the opinion of the superintendent, are not conducting the 2,373
liquidation proceedings in an expeditious, orderly, and efficient 2,374
manner or in the best interest of its members, the superintendent 2,375
may terminate the liquidation proceedings and issue an order 2,376
appointing a liquidating agent to liquidate the credit union in 2,377
accordance with this section. Such liquidating agent shall 2,378
furnish bond for the faithful discharge of his THE LIQUIDATING 2,379
AGENT'S duties in an amount to be approved by the superintendent. 2,381
(E) The liquidating agent may, under such rules as the 2,383
superintendent prescribes: 2,384
(1) Receive and take possession of the books, records, 2,386
assets, and property of every description of the credit union in 2,387
53
liquidation; sell, enforce collection of, and liquidate all such 2,388
assets and property; compound all bad or doubtful debts, sue in 2,389
the name of the credit union in liquidation, and defend such 2,390
actions as are brought against him as THE liquidating agent IN 2,392
THE CAPACITY AS SUCH or against the credit union; 2,393
(2) Receive, examine, and pass upon all claims against the 2,395
credit union in liquidation, including claims of members; 2,396
(3) Make distribution and payment to creditors and members 2,398
as their interests appear; 2,399
(4) Execute such documents and papers and do such other 2,401
acts as he THE LIQUIDATING AGENT deems necessary or desirable to 2,402
discharge his OFFICIAL duties. 2,403
(F) The expenses incurred by the liquidating agent in the 2,405
liquidation of the credit union include the compensation of the 2,406
liquidating agent and any other necessary or proper expenses 2,407
connected therewith, all of which shall be paid in order of 2,408
priority out of the property of such credit union in the hands of 2,409
the liquidating agent. Such expenses of liquidation, including 2,410
the compensation of the liquidating agent, are subject to 2,411
approval by the superintendent unless such agent is appointed by 2,412
the court. In no event shall the total of such expenses exceed 2,413
ten per cent of the assets of the credit union existing at the 2,414
date of the appointment of the liquidating agent, nor shall the 2,415
compensation of such agent exceed five per cent of such assets 2,416
upon such date or five thousand dollars, whichever is the lesser 2,417
amount. 2,418
(G) Subject to the prior approval of the superintendent, a 2,420
credit union may enter into a purchase and assumption agreement 2,421
to purchase any of the assets or assume any of the liabilities of 2,422
a credit union for which a liquidating agent has been appointed 2,423
by order of the superintendent in accordance with this section. 2,424
All persons, associations, and select groups eligible for 2,425
membership in the credit unions that are parties to the purchase 2,426
and assumption agreement shall be deemed to have a common bond of 2,427
54
association. The assumption of the field of membership may be 2,428
restricted, as specified in the purchase and assumption 2,429
agreement. 2,430
Sec. 1775.61. (A) To become a domestic limited liability 2,440
partnership, a partnership shall file with the secretary of state 2,442
a registration application on a form prescribed by the secretary 2,443
of state that contains only the following information:
(1) The name of the partnership; 2,445
(2) The address of the partnership's principal office, or, 2,447
if the partnership's principal office is not located in this 2,448
state, the address of the partnership office filing for 2,449
registration and the name and address of a statutory agent for 2,450
service of process within this state; 2,451
(3) A brief statement of the business in which the 2,453
partnership engages; 2,454
(4) A statement indicating that the partnership is 2,456
applying for status as a limited liability partnership; 2,458
(5) The effective date of the registration, which date may 2,460
be on or after the date of the filing of the registration 2,461
application.
(B) Every partnership filing a registration application 2,464
whose principal place of business is not in this state shall have 2,465
and maintain a statutory agent upon whom any process, notice, or 2,466
demand may be served. 2,467
(C) The registration application shall be executed by a 2,469
majority in interest of the partners or by one or more partners 2,470
authorized by the partnership to execute a registration 2,471
application. 2,472
(D) The registration application shall be accompanied by 2,475
the application fee specified in division (F) of section 111.16 2,476
of the Revised Code.
(E) The secretary of state shall register as a registered 2,478
limited liability partnership, any partnership that submits a 2,480
completed registration application with the required fee. 2,481
55
(F) If there has been substantial compliance by a 2,483
partnership with this chapter, the THE partnership becomes a 2,484
registered limited liability partnership upon filing its 2,485
completed registration application and the required fee with the 2,486
secretary of state or at any later date or time specified in the 2,487
registration application. A partnership continues to be a 2,489
limited liability partnership if the partnership has 2,490
substantially complied with the requirements of this chapter. 2,491
The status of a partnership as a limited liability partnership 2,492
shall not be adversely affected by minor errors or subsequent 2,493
changes in the information provided in a registration application 2,494
filed pursuant to division (A) of this section. 2,495
(G) IF ANY STATEMENT IN THE APPLICATION FOR REGISTRATION 2,497
OF A DOMESTIC LIMITED LIABILITY PARTNERSHIP WAS MATERIALLY FALSE 2,498
WHEN MADE OR IF ANY FACTS DESCRIBED HAVE CHANGED, THEREBY MAKING 2,499
THE APPLICATION INACCURATE IN ANY MATERIAL RESPECT, THE DOMESTIC 2,500
LIMITED LIABILITY PARTNERSHIP SHALL PROMPTLY FILE WITH THE 2,501
SECRETARY OF STATE A CERTIFICATE CORRECTING THE APPLICATION ON A
FORM PRESCRIBED BY THE SECRETARY OF STATE AND THE CERTIFICATE 2,502
SHALL BE SIGNED BY ONE OR MORE PARTNERS AUTHORIZED BY THE 2,503
PARTNERSHIP TO EXECUTE SUCH A STATEMENT OF CORRECTION. 2,504
(H) Registration as a domestic limited liability 2,507
partnership ceases if either of the following occurs: 2,509
(1) The registration is voluntarily withdrawn by filing 2,512
with the secretary of state, on a form prescribed by the
secretary of state, a written withdrawal notice executed by a 2,514
majority in interest of the partners or by one or more partners 2,515
authorized by the partnership to execute a withdrawal notice; 2,516
(2) The registration is canceled by the secretary of state 2,518
pursuant to section 1775.63 of the Revised Code. 2,519
(H) The secretary of state may provide forms for 2,521
registration applications. 2,522
Sec. 1775.62. (A) The name of a domestic registered 2,531
limited liability partnership shall contain the words "registered 2,533
56
partnership having limited liability" or "limited liability 2,534
partnership," or the abbreviation "P.L.L.," "PLL", "L.L.P.," or 2,536
"LLP" as the last words or letters of its name.
(B) The name of a foreign limited liability partnership 2,539
doing business in this state shall contain one of the following
as the last words or letters of its name: 2,540
(1) The words "registered limited liability partnership" 2,542
or "limited liability partnership"; 2,543
(2) The abbreviation "P.L.L.," "PLL," "L.L.P.," or "LLP"; 2,546
(3) Other similar words or abbreviations that are required 2,548
or authorized by the laws of the state where the partnership was 2,549
formed.
(C) THE NAME OF A DOMESTIC REGISTERED LIMITED LIABILITY 2,552
PARTNERSHIP OR FOREIGN LIMITED LIABILITY PARTNERSHIP SHALL BE 2,553
DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF THE SECRETARY 2,554
OF STATE FROM ALL OF THE FOLLOWING: 2,555
(1) THE NAME OF ANY OTHER LIMITED LIABILITY PARTNERSHIP 2,558
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 2,559
THIS CHAPTER, WHETHER DOMESTIC OR FOREIGN;
(2) THE NAME OF ANY DOMESTIC CORPORATION THAT IS FORMED 2,562
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE OR ANY FOREIGN 2,563
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 2,566
REVISED CODE;
(3) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 2,569
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 2,570
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,572
(4) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 2,574
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 2,576
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,578
(5) ANY TRADE NAME THE EXCLUSIVE RIGHT TO WHICH IS AT THE 2,580
TIME IN QUESTION REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,581
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,583
Sec. 1775.64. (A) Before transacting business in this 2,593
state, a foreign limited liability partnership shall file a 2,594
57
registration application with the secretary of state. The
application shall be on a form prescribed by the secretary of 2,595
state and shall set forth only the following information: 2,596
(1) The name of the partnership; 2,598
(2) The jurisdiction pursuant to the laws of which it was 2,600
organized as a limited liability partnership; 2,602
(3) The address of its principal office or, if the 2,604
partnership's principal office is not located in this state, the 2,605
address of a registered office; 2,606
(4) The name and address of its agent for service of 2,608
process in this state; 2,609
(5) A brief statement of the business in which the 2,611
partnership engages. 2,612
(B) A registration application shall be accompanied by the 2,614
application fee specified in division (F) of section 111.16 of 2,615
the Revised Code. 2,616
(C) A foreign limited liability partnership transacting 2,619
business in this state shall comply with the name, CORRECTION, 2,620
and annual reporting requirements set forth in division (G) OF 2,621
SECTION 1775.61, DIVISIONS (B) AND (C) of section 1775.62, and 2,622
section 1775.63 of the Revised Code and shall comply with any 2,624
statutory or administrative registration or filing requirements 2,625
governing the specific type of business in which the partnership 2,626
engages.
(D) The secretary of state shall register as a foreign 2,629
limited liability partnership, any foreign limited liability 2,630
partnership that submits a completed registration application
with the required fee. 2,631
(E) REGISTRATION AS A FOREIGN LIMITED LIABILITY 2,633
PARTNERSHIP CEASES IF EITHER OF THE FOLLOWING OCCURS: 2,634
(1) THE REGISTRATION IS VOLUNTARILY WITHDRAWN BY FILING 2,636
WITH THE SECRETARY OF STATE, ON A FORM PRESCRIBED BY THE 2,637
SECRETARY OF STATE, A WRITTEN WITHDRAWAL NOTICE SIGNED BY ONE OR 2,638
MORE PARTNERS AUTHORIZED BY THE PARTNERSHIP TO EXECUTE A 2,639
58
WITHDRAWAL NOTICE.
(2) THE REGISTRATION IS CANCELED BY THE SECRETARY OF STATE 2,641
PURSUANT TO SECTION 1775.63 OF THE REVISED CODE. 2,642
Sec. 1782.02. (A) The name of any limited partnership, as 2,651
set forth in its certificate of limited partnership, shall 2,652
include "Limited Partnership," "L.P.," "Limited," or "Ltd." and 2,653
shall not contain the name of a limited partner unless either of 2,654
the following are true:
(A)(1) It is also the name of a general partner; 2,656
(B)(2) The business of the limited partnership had been 2,658
carried on under that name before the admission of that limited 2,659
partner. 2,660
(B) THE NAME OF A LIMITED PARTNERSHIP SHALL BE 2,663
DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF THE SECRETARY 2,664
OF STATE FROM ALL OF THE FOLLOWING: 2,665
(1) THE NAME OF ANY OTHER LIMITED PARTNERSHIP REGISTERED 2,668
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO THIS CHAPTER, 2,669
WHETHER DOMESTIC OR FOREIGN;
(2) THE NAME OF ANY DOMESTIC CORPORATION THAT IS FORMED 2,672
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE OR ANY FOREIGN 2,673
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 2,676
REVISED CODE;
(3) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 2,679
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 2,680
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,682
(4) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 2,684
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 2,686
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,688
(5) ANY TRADE NAME THE EXCLUSIVE RIGHT TO WHICH IS AT THE 2,690
TIME IN QUESTION REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,691
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,693
Sec. 1782.13. (A)(1) Subject to section 1782.63 of the 2,702
Revised Code, one signed copy of the certificate of limited 2,703
partnership, any certificate of amendment, cancellation, 2,704
59
amendment of certificate of cancellation, disclaimer of general 2,705
partner status, or cancellation of disclaimer of general partner 2,706
status, or any judicial decree of amendment or cancellation shall 2,707
be filed with the secretary of state. 2,708
(2) A person who executes a certificate as described in 2,710
division (A)(1) of this section as an agent or fiduciary is not 2,711
required to exhibit evidence of his THE PERSON'S authority as a 2,712
prerequisite to filing that certificate. 2,714
(3) Upon receipt of all filing fees required by law, the 2,716
secretary of state shall endorse upon ACCEPT a certificate or 2,717
other document executed as described in division (A)(1) of this 2,719
section the fact of FOR filing and a file number and shall make a 2,721
copy of the certificate or other document in legible handwriting, 2,723
typewriting, printing, BY microfilm, or by any other authorized 2,724
photostatic OR DIGITIZED process. The certificate EVIDENCE of 2,725
other document certified by the secretary of state FILING shall 2,726
be returned to the person filing the certificate or document. 2,728
(B) Upon the filing of a certificate of amendment or 2,730
judicial decree of amendment with the secretary of state, the 2,731
certificate of limited partnership shall be amended as set forth 2,733
in the certificate or decree of amendment. Upon the effective 2,734
date of a certificate of cancellation or a judicial decree of 2,735
cancellation, the certificate of limited partnership shall be 2,736
canceled.
(C) The duties imposed upon the secretary of state by this 2,738
chapter are ministerial. The secretary of state shall not make 2,739
any determination regarding the legal sufficiency of any 2,740
certificate or other document presented for filing that appears 2,741
on its face to be legally sufficient.
Sec. 1782.48. Except as otherwise provided in the Ohio 2,750
Constitution:
(A) The laws of the state under which a foreign limited 2,752
partnership is organized govern its organization and internal 2,753
affairs and the liability of its limited partners; 2,754
60
(B) A EXCEPT AS PROVIDED IN SECTION 1782.51 OF THE REVISED 2,756
CODE, A foreign limited partnership may not be denied 2,757
registration by reason of any difference between those laws and 2,758
the laws of this state.
Sec. 1782.50. (A) Upon receipt of an application for 2,767
registration of a foreign limited partnership as described in 2,768
section 1782.49 of the Revised Code and all filing fees required 2,769
by law, the secretary of state shall endorse on ACCEPT the 2,770
application his FOR filing, the date of filing, and a file 2,772
number, and shall make a copy thereof in legible handwriting, 2,773
typewriting, printing, OF THE APPLICATION BY microfilm, or by any 2,774
authorized photostatic OR DIGITIZED process. The application 2,775
certified by EVIDENCE OF the secretary of state FILING shall be 2,776
returned to the person who filed it. 2,777
(B) Upon having been filed as provided in division (A) of 2,780
this section, an application for registration as a foreign
limited partnership shall be deemed to be the applicant's 2,781
certificate of registration as a foreign limited partnership in 2,782
this state. 2,783
Sec. 3927.05. If any foreign insurance company, 2,792
association, or partnership doing business in this state makes an 2,793
application for a change of venue, or applies to remove a suit 2,794
begun in a court of this state, in which it has been sued by a 2,795
citizen of this state, to any federal court, or enters into any 2,796
compact or combination with other insurance companies, or 2,797
requires its agents to enter into any compact or combination with 2,798
other insurance agents or companies, for the purpose of 2,799
controlling the rates charged for fire insurance on property in 2,800
this state, or of controlling the per cent of commission or 2,801
compensation to be allowed agents for procuring contracts for 2,802
such insurance on such property, the superintendent of insurance 2,803
forthwith shall revoke and recall the license to it to do 2,804
business in this state, and no renewal thereof OF THE LICENSE 2,805
shall be granted for three years after its revocation. No such 2,806
61
company, association, or partnership shall transact any business 2,807
in this state until it is again licensed and authorized to do so. 2,808
This section does not prevent one or more of such companies 2,810
from employing a common agent to supervise defective structures, 2,811
or to advise respecting them, and to suggest improvements for 2,812
lessening their fire hazards, or to advise as to the relative 2,813
values of risks. 2,814
Sec. 5733.22. (A)(1) Any corporation whose articles of 2,823
incorporation or license certificate to do or transact business 2,824
in this state has expired or has been canceled or revoked by the 2,825
secretary of state as provided by law PURSUANT TO SECTION 5733.20 2,826
OF THE REVISED CODE for failure to make any report or return or 2,828
to pay any tax or fee, upon payment to the secretary of state of 2,829
any additional fees and penalties required to be paid to him, and 2,830
upon the filing with the secretary of state of a certificate from 2,831
the tax commissioner that it has complied with all the 2,832
requirements of law as to franchise or excise tax reports and 2,833
paid all franchise or excise taxes, fees, or penalties due 2,834
thereon for every year of its delinquency, and upon the payment 2,835
to the secretary of state of an additional fee of ten dollars, 2,836
shall be reinstated and again entitled to exercise its rights, 2,837
privileges, and franchises in this state, and the secretary of 2,838
state shall cancel the entry of cancellation or expiration to 2,839
exercise its rights, privileges, and franchises UPON COMPLIANCE 2,840
WITH ALL OF THE FOLLOWING:
(a) PAYMENT TO THE SECRETARY OF STATE OF ANY ADDITIONAL 2,843
FEES AND PENALTIES REQUIRED TO BE PAID TO THE SECRETARY OF STATE; 2,844
(b) FILING WITH THE SECRETARY OF STATE A CERTIFICATE FROM 2,847
THE TAX COMMISSIONER THAT IT HAS COMPLIED WITH ALL THE 2,848
REQUIREMENTS OF LAW AS TO FRANCHISE OR EXCISE TAX REPORTS AND 2,849
PAID ALL FRANCHISE OR EXCISE TAXES, FEES, OR PENALTIES DUE 2,850
THEREON FOR EVERY YEAR OF ITS DELINQUENCY; 2,851
(c) PAYMENT TO THE SECRETARY OF STATE OF AN ADDITIONAL FEE 2,854
OF TEN DOLLARS.
62
(1) If the reinstatement is not made within one year from 2,856
the date of the cancellation of its articles of incorporation or 2,857
date of the cancellation or expiration of its license to do 2,858
business, and it appears that the articles of incorporation or a 2,859
license certificate has been issued to a corporation of the same 2,860
or similar name, the 2,861
(2) THE applicant for reinstatement shall be required by 2,864
the secretary of state, as a condition prerequisite to such
reinstatement, to amend its articles by changing its name IF ALL 2,865
OF THE FOLLOWING APPLY: 2,866
(a) THE REINSTATEMENT IS NOT MADE WITHIN ONE YEAR FROM THE 2,869
DATE OF THE CANCELLATION OF ITS ARTICLES OF INCORPORATION OR DATE 2,870
OF THE CANCELLATION OF ITS LICENSE TO DO BUSINESS; 2,871
(b) IT APPEARS THAT THE APPLICANT'S ARTICLES OF 2,874
INCORPORATION OR LICENSE CERTIFICATE HAS BEEN ISSUED TO ANOTHER 2,875
ENTITY AND IS NOT DISTINGUISHABLE UPON THE RECORD FROM THE NAME 2,876
OF THE APPLICANT;
(c) IT APPEARS THAT THE ARTICLES OF ORGANIZATION OF A 2,878
LIMITED LIABILITY COMPANY, REGISTRATION OF A FOREIGN LIMITED 2,879
LIABILITY COMPANY, CERTIFICATE OF LIMITED PARTNERSHIP, 2,880
REGISTRATION OF A FOREIGN LIMITED PARTNERSHIP, REGISTRATION OF A 2,881
DOMESTIC OR FOREIGN LIMITED LIABILITY PARTNERSHIP, OR 2,882
REGISTRATION OF A TRADE NAME HAS BEEN ISSUED TO ANOTHER ENTITY 2,883
AND IS NOT DISTINGUISHABLE UPON THE RECORD FROM THE NAME OF THE 2,884
APPLICANT. A certificate of reinstatement may be filed in the 2,886
recorder's office of any county in the state, for which the 2,887
recorder shall charge and collect three dollars. 2,888
(2) If a domestic corporation applying for reinstatement 2,890
has not previously designated an agent upon whom process may be 2,891
served as required by section 1701.07 of the Revised Code, the 2,892
corporation shall at the time of reinstatement and as a 2,893
prerequisite thereto designate an agent in accordance with 2,894
section 1701.07 of the Revised Code. 2,895
Any officer, shareholder, creditor, or receiver of any such 2,897
63
corporation may at any time take all steps required by this 2,898
section to effect such reinstatement, and in such case the 2,899
designation of an agent upon whom process may be served shall not 2,900
be a prerequisite to the reinstatement of the corporation. 2,901
(B) The rights, privileges, and franchises of a 2,903
corporation whose articles of incorporation have been reinstated 2,904
in accordance with this section, are subject to section 1701.922 2,905
of the Revised Code.
(C) Notwithstanding a violation of section 5733.21 of the 2,907
Revised Code, upon reinstatement of a corporation's articles of 2,908
incorporation in accordance with this section, neither section 2,909
5733.20 nor section 5733.21 of the Revised Code shall be applied 2,910
to invalidate the exercise or attempt to exercise any right,
privilege, or franchise on behalf of the corporation by an 2,911
officer, agent, or employee of the corporation after cancellation 2,912
and prior to the reinstatement of the articles, if the conditions 2,913
set forth in divisions (B)(1)(a) and (b) of section 1701.922 of 2,914
the Revised Code are met.
Section 2. That existing sections 111.18, 111.201, 2,916
1309.14, 1309.39, 1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 2,917
1329.43, 1329.55, 1329.56, 1329.62, 1701.05, 1701.08, 1701.63, 2,918
1701.70, 1701.81, 1701.922, 1702.05, 1702.07, 1702.43, 1702.46, 2,919
1702.59, 1702.60, 1703.04, 1703.041, 1703.15, 1703.19, 1705.05, 2,920
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 2,922
section 3909.16 of the Revised Code are hereby repealed. 2,924