As Reported by the Senate Insurance, 1
Commerce and Labor Committee 2
122nd General Assembly 5
Regular Session Sub. H. B. No. 579 6
1997-1998 7
REPRESENTATIVES COUGHLIN-TIBERI-GARCIA-WOMER BENJAMIN- 9
TERWILLEGER-WILLIAMS-CATES-MEAD-HODGES-LOGAN-GARDNER- 10
HARRIS-BATEMAN-JOHNSON-REID-STAPLETON-BRADING-CAREY-KASPUTIS- 11
MYERS-MOTTLEY-CORBIN-PERZ-MASON-GRENDELL-SALERNO-OLMAN-CORE 12
14
A B I L L
To amend sections 111.18, 111.201, 1309.14, 1309.39, 16
1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 17
1329.43, 1329.55, 1329.56, 1329.62, 1701.05, 18
1701.07, 1701.08, 1701.63, 1701.70, 1701.81, 19
1701.922, 1702.05, 1702.06, 1702.07, 1702.43, 20
1702.46, 1702.59, 1702.60, 1703.04, 1703.041, 22
1703.15, 1703.19, 1705.05, 1705.07, 1705.54, 24
1705.55, 1733.08, 1733.37, 1775.61, 1775.62,
1775.64, 1782.02, 1782.09, 1782.13, 1782.48, 26
1782.50, 1782.52, 3927.05, and 5733.22, to enact 27
section 1329.47, and to repeal section 3909.16 of 29
the Revised Code to revise the manner in which 30
the Secretary of State records certain filings 31
made by corporations, limited liability 32
companies, foreign limited liability companies, 33
credit unions, limited partnerships, and foreign 34
limited partnerships; to modify the conditions 35
under which a partnership becomes and continues 36
to be a registered domestic limited liability 37
partnership and allows such partnerships to file 39
with the Secretary of State a statement of 40
corrections regarding its registration 41
application; to specify the conditions under 43
which a foreign limited liability partnership's 44
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registration ceases; to specify the contents of a 46
fictitious name report; to provide for the 47
cancellation of marks of ownership; to provide 49
for one year of name protection from the date of 51
any corporate cancellation; to make other 52
revisions in the laws governing the availability 53
of trade names, trademarks, and service marks, 54
and for-profit and nonprofit corporate names, the 56
use of fictitious names, mark of ownership 58
statements, merger certificates, notification of
agent address changes, the amending of articles 61
of incorporation, and applications filed by a 62
foreign corporation for profit to conduct 63
business in this state; to eliminate the 64
requirement that a foreign corporation have its 65
license revoked if it tries to change venue or 66
remove a suit to federal court; to make changes 68
regarding the appointment of a statutory agent by 69
a foreign corporation; to modify the use of crops 70
growing or to be grown as security interests; and 72
to permit corporate directors to form committees 73
of one or more directors. 75
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 77
Section 1. That sections 111.18, 111.201, 1309.14, 79
1309.39, 1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 1329.43, 80
1329.55, 1329.56, 1329.62, 1701.05, 1701.07, 1701.08, 1701.63, 82
1701.70, 1701.81, 1701.922, 1702.05, 1702.06, 1702.07, 1702.43, 83
1702.46, 1702.59, 1702.60, 1703.04, 1703.041, 1703.15, 1703.19, 85
1705.05, 1705.07, 1705.54, 1705.55, 1733.08, 1733.37, 1775.61, 86
1775.62, 1775.64, 1782.02, 1782.09, 1782.13, 1782.48, 1782.50, 89
1782.52, 3927.05, and 5733.22 be amended and section 1329.47 of
the Revised Code be enacted to read as follows: 91
Sec. 111.18. (A) The secretary of state shall keep a 100
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record of all fees collected by the secretary of state and, 101
except as otherwise provided in this section and in sections 102
1309.401 and 1329.68 and division (C)(2) of section 3506.05 of 103
the Revised Code, shall pay them into the state treasury to the 104
credit of the general revenue fund. Twenty-five dollars of each 105
fee collected under divisions (A)(2), (F), (G)(2), and (I)(1) of 107
section 111.16 and division (C) of section 1703.031 of the 108
Revised Code, and all fees collected under divisions (I)(2) and 109
(N) of section 111.16 of the Revised Code, THE FOLLOWING FEES 110
shall be paid into the state treasury to the credit of the 112
corporate and uniform commercial code filing fund created in 113
section 1309.401 of the Revised Code:
(1) TWENTY-FIVE DOLLARS OF EACH FEE COLLECTED UNDER 115
DIVISIONS (A)(2), (F), (G)(2), AND (I)(1) OF SECTION 111.16 OF 117
THE REVISED CODE;
(2) TWENTY-FIVE DOLLARS OF EACH FEE COLLECTED UNDER 119
DIVISION (C) OF SECTION 1703.031 OF THE REVISED CODE; 121
(3) ALL FEES COLLECTED UNDER DIVISIONS (I)(2) AND (N) OF 124
SECTION 111.16 OF THE REVISED CODE;
(4) ALL FEES COLLECTED UNDER SECTION 1703.08 OF THE 127
REVISED CODE;
(5) EACH FIFTY-DOLLAR FEE FOR AMENDMENTS FILED BY FOREIGN 129
NONPROFIT CORPORATIONS UNDER SECTION 1703.27 OF THE REVISED CODE. 131
(B) The secretary of state may implement a credit card 133
payment program permitting payment of any fee charged by the 134
secretary of state by means of a credit card. The secretary of 135
state may open an account outside the state treasury in a 136
financial institution for the purpose of depositing credit card 137
receipts. Within forty-eight hours following the deposit of the 139
receipts, the financial institution shall make available to the 140
secretary of state funds in the amount of the receipts. The 141
secretary of state shall then pay these funds into the state
treasury to the credit of the general revenue fund, except as 142
otherwise provided by the Revised Code. 143
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The secretary of state may pay the cost of any service 145
charge required by a financial institution or credit card company 146
in connection with a credit card payment program. 147
The secretary of state shall adopt rules as necessary to 149
carry out the purposes of this division. The rules shall include 150
standards for determining eligible financial institutions and the 151
manner in which funds shall be made available and shall be 152
consistent with the standards contained in sections 135.03, 153
135.18, and 135.181 of the Revised Code. 154
Sec. 111.201. The secretary of state may make copies of 163
all documents filed with his THE SECRETARY OF STATE'S office 164
pursuant to any section of the Revised Code, in legible 165
handwriting, typewriter, printing, BY microfilm, or by any OTHER 166
authorized photostatic OR DIGITIZED process, and return or 167
destroy the ORIGINAL documents after they are copied. 169
Sec. 1309.14. (A) Subject to the provisions of section 178
1304.20 of the Revised Code on the security interest of a 179
collecting bank, sections 1309.112 and 1309.113 of the Revised 181
Code on security interests in investment property, and section 182
1309.11 of the Revised Code on a security interest arising under 184
sections 1302.01 to 1302.98 of the Revised Code, a security 185
interest is not enforceable against the debtor or third parties 186
with respect to the collateral and does not attach unless: 187
(1) The collateral is in the possession of the secured 189
party pursuant to agreement, the collateral is investment 190
property and the secured party has control pursuant to agreement, 191
or the debtor has signed a security agreement which contains a 193
description of the collateral and in addition, when the security 194
interest covers crops growing or to be grown or timber to be cut, 195
a description of the land concerned; and 196
(2) Value has been given; and 198
(3) The debtor has rights in the collateral. 200
(B) A security interest attaches when it becomes 202
enforceable against the debtor with respect to the collateral. 203
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Attachment occurs as soon as all of the events specified in 204
division (A) of this section have taken place unless explicit 205
agreement postpones the time of attaching. 206
(C) Unless otherwise agreed, a security agreement gives 208
the secured party the rights to proceeds provided by section 209
1309.25 of the Revised Code. 210
(D) A transaction, although subject to sections 1309.01 to 212
1309.50 of the Revised Code, is also subject to sections 1317.01 213
to 1317.99 and 1321.01 to 1321.33 of the Revised Code, and 214
divisions (A), (B), and (C) of section 1321.99 of the Revised 215
Code and in the event of conflict between the provisions of 216
sections 1309.01 to 1309.50, and 1317.01 to 1317.99, 1321.01 to 217
1321.33 of the Revised Code, and divisions (A), (B), and (C) of 218
section 1321.99 of the Revised Code, the provisions of sections 219
1317.01 to 1317.99, 1321.01 to 1321.33 of the Revised Code, and 220
divisions (A), (B), and (C) of section 1321.99 of the Revised 221
Code shall prevail. Failure to comply with such provisions has 222
only the effect provided therein. 223
Sec. 1309.39. (A) A financing statement shall state the 232
names of the debtor and the secured party, be signed by the 233
debtor, give an address of the secured party from which 234
information concerning the security interest may be obtained, 235
give a mailing address of the debtor, and include a statement 237
indicating the types, or describing the items, of collateral. A 238
financing statement shall be filed on a form prescribed by the 239
secretary of state. A financing statement filed in the office of 240
the county recorder shall also comply with Chapter 317. of the 241
Revised Code. A financing statement may be filed before a 242
security agreement is made or a security interest otherwise 243
attaches. When the financing statement covers crops growing or 244
to be grown, timber to be cut, or minerals or the like, including 245
oil and gas, or accounts subject to division (E) of section 246
1309.03 of the Revised Code, or when the financing statement is 247
filed as a fixture filing pursuant to section 1309.32 of the 248
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Revised Code and the collateral is goods that are or are to 249
become fixtures, the statement must also comply with division (D) 250
of this section. 251
(B) A financing statement that otherwise complies with 253
division (A) of this section is sufficient when it is signed by 254
the secured party instead of the debtor if it is filed to perfect 255
a security interest in any of the following: 256
(1) Collateral already subject to a security interest in 258
another jurisdiction when it is brought into this state or when 259
the debtor's location is changed to this state. Such a financing 260
statement must state that the collateral was brought into this 261
state or that the debtor's location was changed to this state 262
under such circumstances;. 263
(2) Proceeds under section 1309.25 of the Revised Code if 265
the security interest in the original collateral was perfected. 266
Such a financing statement must describe the original 267
collateral;.
(3) Collateral as to which the filing has lapsed; 269
(4) Collateral acquired after a change of name, identity, 272
or corporate structure of the debtor under division (F) of this 274
section.
(C) A financing statement may be amended by filing a 276
writing signed by both the debtor and the secured party. The 277
amendment shall be filed on a form prescribed by the secretary of 278
state. An amendment filed in the office of the county recorder 279
shall also comply with Chapter 317. of the Revised Code. An 280
amendment does not extend the period of effectiveness of a 281
financing statement. If any amendment adds collateral, it is
effective as to the added collateral only from the filing date of 282
the amendment. In sections 1309.01 to 1309.50 of the Revised 283
Code, unless the context otherwise requires, the term "financing 284
statement" means the original financing statement and any 285
amendments. 286
(D) A financing statement covering crops growing or to be 288
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grown or timber to be cut or minerals or the like, including oil 289
and gas, or accounts subject to division (E) of section 1309.03 290
of the Revised Code, or a financing statement filed as a fixture 291
filing pursuant to section 1309.32 of the Revised Code must show 292
that it covers this type of collateral, must recite that it is to 293
be indexed in the real estate records of the county in which the 294
real estate is situated, and the financing statement must contain 295
a description of the real estate sufficient if it were contained 296
in a mortgage of the real estate to give constructive notice of 297
the mortgage under the law of this state. If the debtor does not 298
have an interest of record in the real estate, the financing 299
statement must show the name of a record owner or record lessee. 300
(E) A mortgage is effective as a financing statement filed 302
as a fixture filing from the date of its recording if (1) the 303
goods are described in the mortgage by item or type, (2) the 304
goods are or are to become fixtures related to the real estate 305
described in the mortgage, (3) the mortgage complies with the 306
requirements for a financing statement in this section other than 307
a recital that it is to be indexed in the real estate records, 308
and (4) the mortgage is duly recorded. No fee with reference to 309
the financing statement is required other than the regular 310
recording and satisfaction fees with respect to the mortgage. 311
(F) A financing statement sufficiently shows the name of 313
the debtor if it gives the individual, partnership, or corporate 314
name of the debtor, whether or not it adds other trade names or 315
the names of partners. Where the debtor so changes the debtor's 316
name or in the case of an organization its name, identity or 317
corporate structure that a filed financing statement becomes 318
seriously misleading, the filing is not effective to perfect a 319
security interest in collateral acquired by the debtor more than 320
four months after the change, unless a new appropriate financing 321
statement is filed before the expiration of that time. A filed 322
financing statement remains effective with respect to collateral 323
transferred by the debtor even though the secured party knows of 324
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or consents to the transfer. 325
(G) A financing statement substantially complying with the 327
requirements of this section is effective even though it contains 328
minor errors which are not seriously misleading. 329
Sec. 1329.01. (A) As used in sections 1329.01 to 1329.10 338
of the Revised Code: 339
(1) "Trade name" means a name used in business or trade to 341
designate the business of the user and to which the user asserts 342
a right to exclusive use. 343
(2) "Fictitious name" means a name used in business or 345
trade that is fictitious and that the user has not registered or 346
is not entitled to register as a trade name. It does not include 347
the name of record of any DOMESTIC CORPORATION THAT IS FORMED 349
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE, ANY FOREIGN 351
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 353
REVISED CODE, ANY DOMESTIC OR FOREIGN LIMITED LIABILITY COMPANY 354
THAT IS FORMED UNDER OR REGISTERED PURSUANT TO CHAPTER 1705. OF 355
THE REVISED CODE, ANY domestic or foreign limited partnership 356
that is formed under or registered pursuant to Chapter 1782. of 357
the Revised Code, or the name of record of any domestic or 358
foreign limited liability partnership that is organized FORMED 360
UNDER or registered pursuant to Chapter 1775. of the Revised 361
Code.
(3) "Person" includes any individual, general partnership, 363
limited partnership, LIMITED LIABILITY PARTNERSHIP, corporation, 364
association, professional association, limited liability company, 366
society, foundation, federation, or organization formed under the 367
laws of this state or any other state. 368
(B) Subject to sections 1329.01 to 1329.10 of the Revised 370
Code, any person may register with the secretary of state, on a 371
form prescribed by the secretary of state, any trade name under 373
which the person is operating, setting forth all of the 374
following:
(1) The name and business address of the applicant for 376
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registration and any of the following that is applicable: 377
(a) If the applicant is a general partnership, the names 380
and residence addresses of all of the partners; 381
(b) If the applicant is a limited partnership existing 383
prior to July 1, 1994, that has not registered with the secretary 384
of state pursuant to Chapter 1782. of the Revised Code, the name 385
of the Ohio county in which its certificate of limited 387
partnership or application for registration as a foreign limited 388
partnership is filed;
(c) If the applicant is a limited partnership to which 390
division (B)(1)(b) of this section does not apply or is a 391
corporation, professional association, limited liability company, 393
or other entity, the form of the entity and the state under the 394
laws of which it was formed.
(2) The trade name to be registered; 396
(3) The general nature of the business conducted by the 398
applicant; 399
(4) The length of time during which the trade name has 401
been used by the applicant in business operations in this state. 403
(C) The TRADE NAME application shall be signed by the 405
applicant or by a member or officer ANY AUTHORIZED REPRESENTATIVE 406
of the applicant. 407
A single trade name may be registered upon each TRADE NAME 409
application submitted under sections 1329.01 to 1329.10 of the 410
Revised Code.
The TRADE NAME application shall be accompanied by a filing 412
fee of twenty dollars, payable to the secretary of state. 413
(D) Any person who does business under a fictitious name 415
and who has not registered and does not wish to register the 416
fictitious name as a trade name or who cannot do so because the 417
name is not available for registration shall report the use of 418
the fictitious name to the secretary of state. The, ON A FORM 420
PRESCRIBED BY THE secretary of state shall prescribe, SETTING 422
FORTH ALL OF the form for the report that shall include the 423
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FOLLOWING:
(1) THE name and BUSINESS address of the user; AND ANY OF 426
the nature of the business conducted; the exact form of the
fictitious name used; if FOLLOWING THAT IS APPLICABLE: 427
(a) IF the user is a general partnership, the names and 429
residence addresses of all the partners; and, if 430
(b) IF the user is a limited partnership EXISTING PRIOR TO 433
JULY 1, 1994, the name and residence address of the general 435
partners. The secretary of state shall give information
concerning the identity of the user to anyone who inquires 436
concerning it THAT HAS NOT BEEN REGISTERED WITH THE SECRETARY OF 437
STATE PURSUANT TO CHAPTER 1782. OF THE REVISED CODE, THE NAME OF 438
THE OHIO COUNTY IN WHICH ITS CERTIFICATE OF LIMITED PARTNERSHIP 439
OR APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED PARTNERSHIP 440
IS FILED;
(c) IF THE USER IS A LIMITED PARTNERSHIP TO WHICH DIVISION 442
(D)(1)(b) OF THIS SECTION DOES NOT APPLY OR IS A CORPORATION, 444
PROFESSIONAL ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER
ENTITY, THE FORM OF THE ENTITY AND THE STATE UNDER WHOSE LAWS IT 445
WAS FORMED.
(2) THE FICTITIOUS NAME BEING USED; 447
(3) THE GENERAL NATURE OF THE BUSINESS CONDUCTED BY THE 449
USER.
(E) THE REPORT OF USE OF A FICTITIOUS NAME SHALL BE SIGNED 451
BY THE USER OR BY ANY AUTHORIZED REPRESENTATIVE OF THE USER. 452
A SINGLE FICTITIOUS NAME MAY BE REGISTERED UPON EACH 454
FICTITIOUS NAME REPORT SUBMITTED UNDER SECTIONS 1329.01 TO 455
1329.10 OF THE REVISED CODE.
THE FICTITIOUS NAME REPORT SHALL BE ACCOMPANIED BY A FILING 457
FEE OF TEN DOLLARS, PAYABLE TO THE SECRETARY OF STATE. 458
A report under this division shall be made within thirty 460
days after the date of the first use of the fictitious name. 461
Sec. 1329.02. (A) The secretary of state shall not file 471
an application for the registration of any trade name if the 472
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application indicates or implies that the trade name is connected 473
with a government agency of this state, another state, or the 474
United States and the trade name is not so connected or if the 475
application indicates or implies that the applicant is 476
incorporated and the application is not incorporated. 477
Additionally, the secretary of state shall not file an 478
application for the registration of any trade name if it is not 479
distinguishable upon the records in the office of the secretary 480
of state from any other trade name previously registered under 481
sections 1329.01 to 1329.03 of the Revised Code, any corporate 482
name, whether nonprofit or for profit and whether that of a 483
domestic corporation or of a foreign corporation authorized to do 485
business in this state, THE NAME OF ANY LIMITED LIABILITY COMPANY 486
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 488
CHAPTER 1705. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN,
THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP REGISTERED IN THE 490
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1775. OF THE 491
REVISED CODE, WHETHER DOMESTIC OR FOREIGN, THE NAME OF ANY 492
LIMITED PARTNERSHIP REGISTERED IN THE OFFICE OF THE SECRETARY OF 493
STATE PURSUANT TO CHAPTER 1782. OF THE REVISED CODE, WHETHER 494
DOMESTIC OR FOREIGN, or any trademark, or service mark previously 496
filed and recorded in the office of the secretary of state and 497
not abandoned, unless the written consent of the corporation, 498
LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR 499
LIMITED PARTNERSHIP, or the person to whom is registered the 500
exclusive right to use the trade name is filed in accordance with 501
division (C) of section 1701.05 of the Revised Code with the 502
application or the written consent of the former registrant of 503
the trademark or service mark is filed with the application. The 504
application for the registration of a trade name and the consent 505
form shall be on a form prescribed by the secretary of state. 507
(B) The secretary of state shall determine for purposes of 509
this section whether a name is distinguishable from another name 510
in a manner consistent with the provisions of division (B) of 511
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section 1701.05 of the Revised Code. 512
Sec. 1329.03. Upon compliance by the applicant OR USER 522
with the requirements of sections 1329.01 to 1329.10, inclusive, 524
of the Revised Code, the secretary of state shall cause a 526
certificate of registration to be issued and delivered to the 528
applicant. The certificate of registration shall be issued under
the signature and seal of the secretary of state, and it shall 529
show the name and business address of the applicant, the name, 530
title, or designation registered, the date of first use claimed, 531
the date of registration and the term of registration ACCEPT A 533
DOCUMENT FOR FILING AND MAKE A COPY OF THE DOCUMENT BY MICROFILM 534
OR BY ANY AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE 535
OF THE FILING SHALL BE RETURNED TO THE PERSON FILING THE 536
DOCUMENT.
Sec. 1329.08. The secretary of state shall cancel from the 545
secretary of state's files: 546
(A) Any registration concerning which the secretary of 548
state receives a voluntary request in writing, on a form 549
prescribed by the secretary of state, for cancellation of the 550
registration from the registrant or the assignee of record; 551
(B) All registrations granted under sections 1329.01 to 553
1329.10 of the Revised Code that are not renewed in accordance 554
with sections 1329.01 to 1329.10 of the Revised Code; 555
(C) Any registration concerning which THAT the secretary 557
of state or a court of competent jurisdiction finds: 558
(1) That the registered trade name has been abandoned; 560
(2) That the registration was granted improperly.; 562
(D) Any registration ordered cancelled by a court of 564
competent jurisdiction on any ground. 565
Sec. 1329.42. A person who uses in this state a name, 574
mark, or device to indicate ownership of articles or supplies may 575
file in the office of the secretary of state, on a form to be 576
prescribed by him THE SECRETARY OF STATE, a verified statement 577
setting forth, but not limited to, the following information: 579
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(A) The name and business address of the person filing the 581
statement; and, if a corporation, the state of incorporation; 582
(B) The nature of the business of the applicant; 584
(C) The type of articles or supplies in connection with 586
which the name, mark, or device is used. 587
The statement shall include or be accompanied by a copy, 589
specimen, facsimile, or counterpart EVIDENCING ACTUAL USE of the 590
name, mark, or device, together with a filing fee of twenty 592
dollars. The registration of a name, mark, or device pursuant to 593
this section is effective for a ten-year period beginning on the 594
date of registration. If an application for renewal is filed 595
within six months prior to the expiration of the ten-year period 596
on a form prescribed by the secretary of state, the registration 597
may be renewed at the end of each ten-year period for an 598
additional ten-year period. A renewal fee of ten dollars shall 599
accompany the application for renewal. The secretary of state 600
shall notify a registrant within the six months next preceding 601
the expiration of ten years from the date of registration of the 602
necessity of renewal by writing to the last known address of the 603
registrant.
Sec. 1329.43. Upon compliance with the requirements of 613
sections 1329.41 to 1329.53, inclusive, of the Revised Code, the 614
secretary of state shall cause a certificate to be issued and 616
delivered ACCEPT A DOCUMENT FOR FILING AND MAKE A COPY OF THE 617
DOCUMENT BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 618
DIGITIZED PROCESS. EVIDENCE OF THE FILING SHALL BE RETURNED to
the person filing the statement DOCUMENT. The certificate shall 620
be issued over the signature of the secretary of state and seal 622
of secretary of state, and it shall show the name and business
address of the person claiming ownership of the articles or 623
supplies upon which the name, mark or device is produced; the 624
nature of the business of the applicant; the type of articles or 625
supplies on which the name, mark or device is produced and used; 627
a copy, specimen, facsimile or counterpart of such name, mark or 628
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device as filed in the secretary of state's office, or a 629
reproduction thereof; and the filing date. 631
Any certificate issued under the provisions hereof and duly 634
certified by the secretary of state, or a A certified copy of the 635
statement ANY DOCUMENT filed, UNDER THIS SECTION shall be 636
admissible in evidence in any action or judicial proceedings in 637
any court of this state as competent and sufficient proof of the 638
filing pursuant to sections 1329.41 to 1329.53, inclusive, of the 639
Revised Code, and shall be prima facie evidence of the ownership 641
by the person filing hereunder of all articles and supplies upon 642
which such name, mark, or device is produced. 643
Sec. 1329.47. THE SECRETARY OF STATE SHALL CANCEL FROM THE 645
REGISTER ALL OF THE FOLLOWING: 646
(A) ANY REGISTRATION CONCERNING WHICH THE SECRETARY OF 648
STATE RECEIVES A VOLUNTARY REQUEST IN WRITING FOR THE 649
CANCELLATION OF THE REGISTRATION FROM THE REGISTRANT OR THE 650
ASSIGNEE OF RECORD;
(B) ANY REGISTRATION GRANTED UNDER SECTIONS 1329.41 TO 652
1329.45 OF THE REVISED CODE, NOT RENEWED IN ACCORDANCE WITH THE 653
PROVISIONS OF THOSE SECTIONS;
(C) ANY REGISTRATION THAT THE SECRETARY OF STATE FINDS WAS 656
GRANTED IMPROPERLY;
(D) ANY REGISTRATION ORDERED CANCELED BY A COURT OF 658
COMPETENT JURISDICTION ON ANY GROUND. 659
Sec. 1329.55. A trade-mark TRADEMARK or service mark by 668
which the goods or services of any applicant for registration may 670
be distinguished from the goods or services of others shall not 671
be registered if it consists of or comprises any one or more of 672
the following:
(A) Immoral, deceptive, or scandalous matter; 674
(B) Matter which may disparage or falsely suggest a 676
connection with persons, living or dead, institutions, beliefs, 677
or national symbols, or bring them into contempt or disrepute; 678
(C) The flag or coat of arms or other insignia of the 680
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United States, or of any state or municipality, or of any foreign 681
nation, or any simulation thereof; 682
(D) The name, signature, or portrait of any living 684
individual, except with his THE INDIVIDUAL'S written consent; 685
(E) A mark which: 687
(1) When applied to the goods or services of the 689
applicant, is merely descriptive or deceptively misdescriptive of 690
them;
(2) When applied to the goods or services of the applicant 692
is primarily geographically descriptive or deceptively 693
misdescriptive of them;
(3) Is primarily merely a surname; provided, that nothing 695
in division (E) of this section shall prevent the registration of 696
a mark used in this state by the applicant which has become 697
distinctive of the applicant's goods or services. The secretary 698
of state may accept as evidence that the mark has become 699
distinctive, as applied to the applicant's goods or services,
proof of substantially exclusive and continuous use thereof as a 700
mark by the applicant in this state or elsewhere for the five 701
years next preceding the date of the filing of the application 702
for registration;.
(F) A trade-mark TRADEMARK or service mark which so 704
resembles a trade-mark TRADEMARK or service mark registered in 706
this state or a trade-mark TRADEMARK, service mark, corporate 707
name, LIMITED LIABILITY COMPANY NAME, LIMITED LIABILITY
PARTNERSHIP NAME, LIMITED PARTNERSHIP NAME, or trade name 708
previously used in this state by another and not abandoned, as 709
likely, when applied to the goods or services of the applicant, 710
to cause confusion or mistake or to deceive; 711
(G) A trade-mark TRADEMARK or service mark which so 713
resembles a trade-mark TRADEMARK or service mark registered in 715
the United States patent office by another and not abandoned, as 716
to be likely, when applied to the goods or services of the
applicant, to cause confusion or mistake or to deceive; provided, 717
16
that should THE applicant prove that he THE APPLICANT is the 718
owner of a concurrent registration in the United States patent 720
office of his trade-mark THE APPLICANT'S TRADEMARK or service 721
mark covering an area including this state, THE applicant may 722
register his trade-mark THE APPLICANT'S TRADEMARK or service mark 724
in accordance with this section.
Sec. 1329.56. Subject to the limitations set forth in 734
sections 1329.54 to 1329.67 of the Revised Code, any person who 735
adopts and uses a trademark or service mark in this state may 736
file in the office of the secretary of state, on a form to be 737
prescribed by the secretary of state, an application for 738
registration of that trademark or service mark setting forth, but 739
not limited to, the following information: 740
(A) The name and business address of the person applying 742
for the registration; and, if a corporation, the state of 743
incorporation; 744
(B) The goods or services in connection with which the 746
mark is used and the mode or manner in which the mark is used in 747
connection with the goods or services and the class in which the 748
goods or services fall; 749
(C) The date when the trademark or service mark was first 751
used anywhere and the date when it was first used in this state 752
by the applicant or his THE APPLICANT'S predecessor in business; 753
(D) A statement that the applicant is the owner of the 755
trademark or service mark and that no other person has the right 756
to use the trademark or service mark in the state either in the 757
identical form thereof, or in such near resemblance thereto, as 758
might be calculated to deceive or be mistaken therefor; 759
(E) A statement that no other person has a registration of 761
the same or a confusingly similar trademark or service mark in 762
the United States patent office for the same or similar goods or 763
services or a statement that THE applicant is the owner of a 764
concurrent registration in the United States patent office of his 765
THE APPLICANT'S trademark or service mark covering an area 766
17
including this state. 767
The application shall be signed and verified by the 769
applicant or, by a member AN AUTHORIZED REPRESENTATIVE of the 771
firm, LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, 772
GENERAL PARTNERSHIP, OR LIMITED PARTNERSHIP, or BY an officer of 774
the corporation, union, or association applying.
The application shall be accompanied by a specimen or 776
facsimile of the trademark or service mark as actually used and 777
shall contain a brief description of the trademark or service 778
mark as it appears on the specimen or facsimile. 779
The application for registration shall be accompanied by a 781
filing fee of twenty dollars, payable to the secretary of state. 782
Sec. 1329.62. The secretary of state shall cancel from the 791
register: 792
(A) Any registration concerning which THAT the secretary 794
of state receives a voluntary request in writing, on a form 795
prescribed by the secretary of state, for cancellation of the 797
registration from the registrant or the assignee of record;
(B) Any registration granted under sections 1329.54 to 799
1329.67 of the Revised Code, not renewed in accordance with the 800
provisions thereof; 801
(C) Any registration concerning which THAT the secretary 803
of state or a court of competent jurisdiction finds that: 804
(1) The registered trademark or service mark has been 806
abandoned; 807
(2) The registrant is not the owner of the trademark or 809
service mark; 810
(3) The registration was granted improperly; 812
(4) The registration was obtained fraudulently; 814
(5) The registered trademark or service mark is so 816
similar, as to be likely to cause confusion or mistake or to 817
deceive, to a trademark or service mark registered by another 818
person in the United States patent office, prior to the date of 819
the filing of the application for registration by the registrant 820
18
hereunder, and not abandoned; provided, that should the 821
registrant prove that the registrant is the owner of a concurrent 823
registration of the registrant's trademark or service mark in the 824
United States patent office covering an area including this 825
state, the registration mentioned in this section shall not be 826
cancelled.
(D) Any registration of which ORDERED CANCELED BY a court 828
of competent jurisdiction orders cancellation on any ground. 829
Sec. 1701.05. (A) Except as provided in this section, and 838
in sections 1701.75, 1701.78, and 1701.82 of the Revised Code, 839
which sections relate to the reorganization, merger, and 840
consolidation of corporations, the corporate name of a domestic 841
corporation shall comply with all of the following: 842
(1) It shall end with or include the word or abbreviation 844
"company," "co.," "corporation," "corp.," "incorporated," or 845
"inc." 846
(2) It shall be distinguishable upon the records in the 848
office of the secretary of state from the ALL OF THE FOLLOWING: 849
(a) THE name of any other corporation, whether nonprofit 852
or for profit and whether that of a domestic or of a foreign 853
corporation authorized to do business in this state, and from 854
any;
(b) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 856
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 857
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 858
(c) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 861
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 862
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 864
(d) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 867
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 869
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 870
(e) ANY trade name the exclusive right to which is at the 873
time in question registered in the office of the secretary of 874
state pursuant to Chapter 1329. of the Revised Code.
19
(3) It shall not contain any language that indicates or 876
implies that the corporation is connected with a government 877
agency of this state, another state, or the United States. 878
(B) The secretary of state shall determine for purposes of 880
this section whether a name is "distinguishable" from another 881
name upon his THE SECRETARY OF STATE'S records. Without 882
excluding other names that may not constitute distinguishable 884
names in this state, a name is not considered distinguishable 885
from another name for purposes of this section solely because it 886
differs from the other name in only one or more of the following 887
manners:
(1) The use of the word "corporation," "company," 889
"incorporated," "limited," or any abbreviation of any of those 891
words; 892
(2) The use of any article, conjunction, contraction, 894
abbreviation, or punctuation; 895
(3) The use of a different tense or number of the same 897
word. 898
(C) A corporation may apply to the secretary of state for 900
authorization to use a name that is not distinguishable upon the 901
secretary of state's records from the name of any other 902
corporation, LIMITED LIABILITY COMPANY, LIMITED LIABILITY 903
PARTNERSHIP, OR LIMITED PARTNERSHIP, or from a registered trade 904
name, if there also is filed in the office of the secretary of 906
state, on a form prescribed by the secretary of state, the 907
consent of the other corporation ENTITY or, in the case of a 908
registered trade name, the person to whom IN WHOSE NAME is 909
registered the exclusive right to use the name, which consent is 911
evidenced in a writing signed by any authorized officer of the 912
other corporation or any authorized party REPRESENTATIVE of the 913
other ENTITY OR person.
(D) In case of judicial sale or judicial transfer, by sale 915
or transfer of good will or otherwise, of the right to use the 916
name of a corporation (, whether nonprofit or for profit, and 917
20
whether that of a domestic corporation or of a foreign 918
corporation authorized to exercise its corporate privileges in 919
this state or to do business in this state), the secretary of 920
state, at the instance of the purchaser or transferee of such 921
right, shall accept for filing articles of a corporation with a 922
name the same as or similar to the name of such other 923
corporation, if there ALSO is also filed in the office of the 924
secretary of state a certified copy of the decree or order of 925
court confirming or otherwise evidencing the purchase or 926
transfer. 927
(E) Any person who wishes to reserve a name for a proposed 929
new corporation, or any corporation intending to change its name, 930
may submit to the secretary of state a written application, on a 931
form prescribed by the secretary of state, for the exclusive 932
right to use a specified name as the name of a corporation. If 934
the secretary of state finds that, under this section, the 935
specified name is available for such use, the secretary of state 936
shall endorse his or her approval upon and file such THE 938
application and, from the date of such endorsement THE FILING, 939
such THE applicant shall have the exclusive right for sixty days 940
to use the specified name as the name of a corporation, counting 941
the date of such endorsement FILING as the first of sixty days. 943
The right so obtained may be transferred by the applicant or 944
other holder thereof by the filing in the office of the secretary 945
of state of a written transfer, ON A FORM PRESCRIBED BY THE 946
SECRETARY OF STATE, stating the name and address of the 947
transferee.
(F) For filing under this section any application or other 949
document, other than articles or a consent to the use of a name, 950
the secretary of state shall charge and collect a fee of five 951
dollars. 952
Sec. 1701.07. (A) Every corporation shall have and 961
maintain an agent, sometimes referred to as the "statutory 962
agent," upon whom any process, notice, or demand required or 963
21
permitted by statute to be served upon a corporation may be 964
served. The agent may be a natural person who is a resident of 965
this state or may be a domestic corporation or a foreign 966
corporation holding a license as such under the laws of this 967
state, that is authorized by its articles of incorporation to act 968
as such agent and that has a business address in this state. 969
(B) The secretary of state shall not accept original 971
articles for filing unless there is filed with the articles a 972
written appointment of an agent that is signed by the 973
incorporators of the corporation or a majority of them and a 974
written acceptance of the appointment that is signed by the 975
agent. In all other cases, the corporation shall appoint the 976
agent and shall file in the office of the secretary of state a 977
written appointment of the agent that is signed by any authorized 978
officer of the corporation and a written acceptance of the 979
appointment that is either the original acceptance signed by the 980
agent or a photocopy, facsimile, or similar reproduction of the 982
original acceptance signed by the agent. 983
(C) The written appointment of an agent shall set forth 985
the name and address in this state of the agent, including the 986
street and number or other particular description, and shall 987
otherwise be in such form as the secretary of state prescribes. 988
The secretary of state shall keep a record of the names of 989
corporations, and the names and addresses of their respective 990
agents. 991
(D) If any agent dies, removes from the state, or resigns, 993
the corporation shall forthwith appoint another agent and file 994
with the secretary of state, on a form prescribed by the 995
secretary of state, a written appointment of the agent. 996
(E) Unless the change is reported on the annual report 998
filed with the department of taxation, if the agent changes the 1,000
agent's address from that appearing upon the record in the office 1,001
of the secretary of state, the corporation OR THE AGENT shall 1,002
forthwith file with the secretary of state, on a form prescribed 1,004
22
by the secretary of state, a written statement setting forth the 1,005
new address.
(F) An agent may resign by filing with the secretary of 1,007
state, on a form prescribed by the secretary of state, a written 1,009
notice to that effect that is signed by the agent and by sending 1,011
a copy of the notice to the corporation at the current or last 1,012
known address of its principal office on or prior to the date the 1,013
notice is filed with the secretary of state. The notice shall 1,014
set forth the name of the corporation, the name and current 1,015
address of the agent, the current or last known address,
including the street and number or other particular description, 1,016
of the corporation's principal office, the resignation of the 1,017
agent, and a statement that a copy of the notice has been sent to 1,018
the corporation within the time and in the manner prescribed by 1,019
this division. Upon the expiration of thirty days after the 1,020
filing, the authority of the agent shall terminate. 1,021
(G) A corporation may revoke the appointment of an agent 1,023
by filing with the secretary of state, on a form prescribed by 1,024
the secretary of state, a written appointment of another agent 1,026
and a statement that the appointment of the former agent is 1,027
revoked.
(H) Any process, notice, or demand required or permitted 1,029
by statute to be served upon a corporation may be served upon the 1,030
corporation by delivering a copy of it to its agent, if a natural 1,031
person, or by delivering a copy of it at the address of its agent 1,032
in this state, as the address appears upon the record in the 1,033
office of the secretary of state. If (1) the agent cannot be 1,034
found, or (2) the agent no longer has that address, or (3) the 1,035
corporation has failed to maintain an agent as required by this 1,036
section, and if in any such case the party desiring that the 1,037
process, notice, or demand be served, or the agent or 1,038
representative of the party, shall have filed with the secretary 1,039
of state an affidavit stating that one of the foregoing 1,040
conditions exists and stating the most recent address of the 1,041
23
corporation that the party after diligent search has been able to 1,044
ascertain, then service of process, notice, or demand upon the
secretary of state, as the agent of the corporation, may be 1,045
initiated by delivering to the secretary of state or at the 1,047
secretary of state's office quadruplicate copies of such process, 1,048
notice, or demand and by paying to the secretary of state a fee 1,049
of five dollars. The secretary of state shall forthwith give 1,050
notice of the delivery to the corporation at its principal office 1,051
as shown upon the record in the secretary of state's office and 1,053
at any different address shown on its last franchise tax report 1,054
filed in this state, or to the corporation at any different 1,055
address set forth in the above mentioned affidavit, and shall 1,056
forward to the corporation at said addresses, by certified mail, 1,057
with request for return receipt, a copy of the process, notice, 1,058
or demand; and thereupon service upon the corporation shall be 1,059
deemed to have been made. 1,060
(I) The secretary of state shall keep a record of each 1,062
process, notice, and demand delivered to the secretary of state 1,064
or at the secretary of state's office under this section or any 1,065
other law of this state that authorizes service upon the 1,066
secretary of state, and shall record the time of the delivery and 1,067
the action thereafter with respect thereto. 1,068
(J) This section does not limit or affect the right to 1,070
serve any process, notice, or demand upon a corporation in any 1,071
other manner permitted by law. 1,072
(K) Every corporation shall state in each annual report 1,074
filed by it with the department of taxation the name and address 1,075
of its statutory agent. 1,076
(L) Except when an original appointment of an agent is 1,078
filed with the original articles, a written appointment of an 1,079
agent or a written statement filed by a corporation with the 1,080
secretary of state shall be signed by any authorized officer of 1,081
the corporation or by the incorporators of the corporation or a 1,082
majority of them if no directors have been elected. 1,083
24
(M) For filing a written appointment of an agent other 1,085
than one filed with original articles, and for filing a statement 1,086
of change of address of an agent, the secretary of state shall 1,087
charge and collect a fee of three dollars. 1,088
(N) Upon the failure of a corporation to appoint another 1,090
agent or to file a statement of change of address of an agent, 1,091
the secretary of state shall give notice thereof by certified 1,092
mail to the corporation at the address set forth in the notice of 1,093
resignation or on the last franchise tax return filed in this 1,094
state by the corporation. Unless the default is cured within 1,095
thirty days after the mailing by the secretary of state of the 1,096
notice or within any further period of time that the secretary of 1,097
state grants, upon the expiration of that period of time from the 1,098
date of the mailing, the articles of the corporation shall be 1,099
canceled without further notice or action by the secretary of 1,100
state. The secretary of state shall make a notation of the 1,101
cancellation on the secretary of state's records. 1,102
A corporation whose articles have been canceled may be 1,104
reinstated by filing, on a form prescribed by the secretary of 1,105
state, an application for reinstatement and the required 1,107
appointment of agent or required statement, and by paying a 1,108
filing fee of ten dollars. The rights, privileges, and
franchises of a corporation whose articles have been reinstated 1,109
are subject to section 1701.922 of the Revised Code. The 1,110
secretary of state shall furnish the tax commissioner a monthly 1,111
list of all corporations canceled and reinstated under this 1,112
division.
(O) This section does not apply to banks, trust companies, 1,114
insurance companies, or any corporation defined under the laws of 1,115
this state as a public utility for taxation purposes. 1,116
Sec. 1701.08. (A) When articles of incorporation and 1,125
other certificates relating to the corporation are filed with 1,126
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 1,128
shall, if he finds AFTER FINDING that they comply with the 1,129
25
provisions of sections 1701.01 to 1701.98, inclusive, of the 1,131
Revised Code, endorse thereon his approval, the date of filing, a 1,133
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 1,134
FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 1,135
microfilm or by any authorized photostatic OR DIGITIZED process. 1,136
The articles or other certificate certified by EVIDENCE OF the 1,138
secretary of state FILING shall be returned to the person filing 1,140
said THE articles or certificate.
(B) All persons shall have the opportunity of acquiring 1,142
knowledge of the contents of the articles and other certificates 1,143
filed and recorded in the office of the secretary of state, but 1,144
no person dealing with the corporation shall be charged with 1,145
constructive notice of the contents of any such articles or 1,146
certificates by reason of such filing or recording.
Sec. 1701.63. (A) The regulations may provide for the 1,155
creation by the directors of an executive committee or any other 1,156
committee of the directors, to consist of not less than three ONE 1,157
OR MORE directors, and may authorize the delegation to any such 1,158
committee of any of the authority of the directors, however 1,159
conferred, other than the authority of filling vacancies among 1,160
the directors or in any committee of the directors. 1,161
(B) The directors may appoint one or more directors as 1,163
alternate members of any such committee, who may take the place 1,164
of any absent member or members at any meeting of the particular 1,165
committee. 1,166
(C) Each such committee shall serve at the pleasure of the 1,168
directors, shall act only in the intervals between meetings of 1,169
the directors, and shall be subject to the control and direction 1,170
of the directors. 1,171
(D) Unless otherwise provided in the regulations or 1,173
ordered by the directors, any such committee may act by a 1,174
majority of its members at a meeting or by a writing or writings 1,175
signed by all of its members. 1,176
26
(E) Unless participation by members of any such committee 1,178
at a meeting by means of communications equipment is prohibited 1,179
by the articles, the regulations, or an order of the directors, 1,180
meetings of the particular committee may be held through any 1,181
communications equipment if all persons participating can hear 1,182
each other. Participation in a meeting pursuant to this division 1,183
constitutes presence at the meeting. 1,184
(F) An act or authorization of an act by any such 1,186
committee within the authority delegated to it shall be as 1,187
effective for all purposes as the act or authorization of the 1,188
directors. 1,189
Sec. 1701.70. (A) If an initial stated capital is NOT set 1,198
forth in the articles, THEN BEFORE THE CORPORATION BEGINS 1,199
BUSINESS, OR IF AN INITIAL STATED CAPITAL IS SET FORTH IN THE 1,200
ARTICLES, THEN before subscriptions to shares shall have been 1,202
received in such THE amount OF that the stated capital of such 1,203
shares is at least equal to the initial stated capital, the 1,204
incorporators may adopt an amendment to the articles by a writing
signed by them. 1,205
(B) The directors may adopt an amendment to the articles 1,207
in the following cases: 1,208
(1) When and to the extent authorized by the articles, the 1,210
directors may adopt an amendment in respect of any unissued or 1,211
treasury shares of any class; 1,212
(2) When the corporation shall have issued shares or 1,214
obligations convertible into shares of the corporation, or shall 1,215
have granted options to purchase any shares, and such conversion 1,216
or option rights are set forth in the articles or have been 1,217
approved by the same vote of shareholders as, at the time of such 1,218
approval, would have been required to amend the articles to 1,219
authorize the shares required for such purpose, and the 1,220
corporation does not have sufficient authorized but unissued 1,221
shares to satisfy such conversion or option rights, the directors 1,222
may adopt an amendment to authorize such shares; 1,223
27
(3) Whenever shares of any class have been redeemed, or 1,225
have been surrendered to or acquired by the corporation upon 1,226
conversion, exchange, purchase, or otherwise, the directors may 1,227
adopt an amendment to reduce the authorized number of shares of 1,228
such class by the number so redeemed, surrendered, or acquired; 1,229
and when all of the authorized shares of a class have been 1,230
redeemed, or surrendered to or acquired by the corporation, the 1,231
directors may adopt an amendment to eliminate from the articles 1,232
all references to the shares of such class and to make such other 1,233
appropriate changes as are required by such elimination; 1,234
(4) When articles have been amended and any change of 1,236
issued or unissued shares provided for in the amendment or 1,237
amended articles shall have become effective, the directors may 1,238
adopt an amendment to eliminate from the articles all references 1,239
to the change of shares and to make such other appropriate 1,240
changes as are required by such elimination; provided HOWEVER, 1,241
that such an amendment to articles adopted by the directors shall 1,242
contain a statement with respect to the authorized number and the 1,243
par value, if any, of the shares of each class;. 1,244
(5) After a merger or consolidation, in which the 1,246
surviving or new corporation is a domestic corporation, shall 1,247
have become effective, the directors may adopt an amendment: 1,248
(a) To eliminate from the articles any statement or 1,250
provision pertaining exclusively to the merger or consolidation, 1,251
or which THAT was required to be set forth in the agreement of 1,252
merger or consolidation and which THAT would not be required in 1,254
original articles or amendments to articles filed at the time 1,255
such THE statement or provision was adopted; 1,256
(b) To make such other appropriate changes required by 1,258
such THAT elimination; provided, that such an. 1,259
AN amendment to articles adopted by the directors UNDER 1,261
DIVISION (B)(5) OF THIS SECTION need not contain or continue any 1,262
statement with respect to the amount of stated capital. 1,263
Sec. 1701.81. (A) Upon adoption by each constituent 1,273
28
entity of an agreement of merger or consolidation pursuant to 1,274
section 1701.78, 1701.781, 1701.79, 1701.791, 1701.80, or 1,275
1701.801 of the Revised Code, a certificate of merger or 1,276
consolidation shall be filed with the secretary of state that is 1,277
signed by any authorized officer REPRESENTATIVE of each 1,278
constituent corporation, by at least one general partner of any 1,280
constituent partnership, and by an authorized representative of 1,281
each OR other constituent entity. The certificate shall be on a 1,283
form prescribed by the secretary of state and shall set forth 1,284
only the information required by this section. 1,285
(B)(1) The certificate of merger or consolidation shall 1,287
set forth all of the following: 1,288
(a) The name and the form of entity of each constituent 1,290
entity and the state under the laws of which each constituent 1,291
entity exists; 1,292
(b) A statement that each constituent entity has complied 1,294
with all of the laws under which it exists and that the laws 1,295
permit the merger or consolidation; 1,296
(c) The name and mailing address of the person or entity 1,298
that is to provide, in response to any written request made by a 1,299
shareholder, partner, or other equity holder of a constituent 1,300
entity, a copy of the agreement of merger or consolidation; 1,301
(d) The effective date of the merger or consolidation, 1,303
which date may be on or after the date of the filing of the 1,304
certificate; 1,305
(e) The signature of the EACH representative or 1,307
representatives authorized to sign the certificate on behalf of 1,308
each constituent entity and the office held or the capacity in 1,309
which the representative is acting; 1,310
(f) A statement that the agreement of merger or 1,312
consolidation is authorized on behalf of each constituent entity 1,313
and that each person who signed the certificate on behalf of each 1,315
entity is authorized to do so;
(g) In the case of a merger, a statement that one or more 1,317
29
specified constituent entities will be merged into a specified 1,318
surviving entity or, in the case of a consolidation, a statement 1,319
that the constituent entities will be consolidated into a new 1,320
entity; 1,321
(h) In the case of a merger, if the surviving entity is a 1,323
foreign entity not licensed to transact business in this state, 1,324
the name and address of the statutory agent upon whom any 1,325
process, notice, or demand against any constituent entity may be 1,326
served; 1,327
(i) In the case of a consolidation, the name and address 1,329
of the statutory agent upon whom any process, notice, or demand 1,330
against any constituent entity or the new entity may be served. 1,331
(2) In the case of a consolidation into a new domestic 1,333
corporation, limited liability company, or limited partnership, 1,334
the articles of incorporation, the articles of organization, or 1,336
the certificate of limited partnership of the new domestic entity 1,337
shall be filed with the certificate of merger or consolidation. 1,338
(3) In the case of a merger into a domestic corporation, 1,340
limited liability company, or limited partnership, any amendments 1,341
to the articles of incorporation, articles of organization, or 1,343
certificate of limited partnership of the surviving domestic 1,344
entity shall be filed with the certificate of merger or
consolidation. 1,345
(4) If the surviving or new entity is a foreign entity 1,347
that desires to transact business in this state as a foreign 1,348
corporation, limited liability company, or limited partnership, 1,349
the certificate of merger or consolidation shall be accompanied 1,350
by the information required by division (B)(8), (9), or (10) of 1,351
section 1701.791 of the Revised Code. 1,352
(5) If a foreign or domestic corporation licensed to 1,354
transact business in this state is a constituent entity and the 1,355
surviving or new entity resulting from the merger or 1,356
consolidation is not a foreign or domestic corporation that is to 1,357
be licensed to transact business in this state, the certificate 1,358
30
of merger or consolidation shall be accompanied by the 1,359
affidavits, receipts, certificates, or other evidence required by 1,360
division (H) of section 1701.86 of the Revised Code, with respect 1,361
to each domestic constituent corporation, and by the affidavits, 1,362
receipts, certificates, or other evidence required by division 1,363
(C) or (D) of section 1703.17 of the Revised Code, with respect 1,364
to each foreign constituent corporation licensed to transact 1,365
business in this state. 1,366
(C) If any constituent entity in a merger or consolidation 1,368
is organized or formed under the laws of a state other than this 1,369
state or under any chapter of the Revised Code other than this 1,370
chapter, there also shall be filed in the proper office all 1,371
documents that are required to be filed in connection with the 1,372
merger or consolidation by the laws of that state or by that 1,373
chapter. 1,374
(D) Upon the filing of a certificate of merger or 1,376
consolidation and other filings as described in division (C) of 1,377
this section or at any SUCH later date that AS the certificate of 1,379
merger or consolidation specifies, the merger or consolidation is 1,380
effective. 1,381
(E) The secretary of state shall furnish, upon request and 1,383
payment of a fee of ten dollars, the secretary of state's 1,384
certificate setting forth the name and the form of entity of each 1,386
constituent entity and the states under the laws of which each 1,387
constituent entity existed prior to the merger or consolidation, 1,388
the name and the form of entity of the surviving or new entity 1,389
and the state under the laws of which the surviving entity exists 1,390
or the new entity is to exist, the date of filing of the 1,391
certificate of merger or consolidation with the secretary of 1,392
state, and the effective date of the merger or consolidation. 1,393
The certificate of the secretary of state, or a copy of the 1,394
certificate of merger or consolidation certified by the secretary 1,395
of state, may be filed for record in the office of the recorder 1,396
of any county in this state and, if filed, shall be recorded in 1,397
31
the records of deeds for that county. For that recording, the 1,398
county recorder shall charge and collect the same fee as in the 1,399
case of deeds.
Sec. 1701.922. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 1,409
THIS DIVISION, UPON reinstatement of a corporation's or 1,411
professional association's articles of incorporation in
accordance with section 1701.07, 1701.921, 1785.06, or 5733.22 of 1,412
the Revised Code, the rights, privileges, and franchises, 1,413
including all real or personal property rights and credits and 1,414
all contract and other rights, of the corporation or association 1,415
existing at the time its articles of incorporation were canceled 1,416
shall be fully vested in the corporation or association as if the 1,417
articles had not been canceled, and the corporation or 1,418
association shall again be entitled to exercise the rights, 1,419
privileges, and franchises authorized by its articles of 1,420
incorporation. THE NAME OF A CORPORATION WHOSE ARTICLES HAVE 1,421
BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER 1,422
THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE 1,423
WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 1,424
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 1,425
LIMITED LIABILITY COMPANY NAME, LIMITED LIABILITY PARTNERSHIP 1,426
NAME, LIMITED PARTNERSHIP NAME, OR TRADE NAME HAS BEEN FILED, THE 1,427
NAME OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED
IN SECTION 1701.05 OF THE REVISED CODE, THE SECRETARY OF STATE 1,428
SHALL REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 1,429
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 1,430
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's or association's 1,432
articles in accordance with section 1701.07, 1701.921, 1785.06, 1,433
or 5733.22 of the Revised Code, both of the following apply to 1,434
the exercise OF or AN attempt to exercise any rights, privileges, 1,436
or franchises, including entering into or performing any 1,437
contracts, on behalf of the corporation or association by an 1,438
officer, agent, or employee of the corporation or association, 1,439
32
after cancellation and prior to reinstatement of the articles of 1,440
incorporation:
(1) The exercise OF or AN attempt to exercise any rights, 1,442
privileges, or franchises on behalf of the corporation or 1,443
association by the officer, agent, or employee of the corporation 1,444
or association has the same force and effect that the exercise OF 1,445
or AN attempt to exercise the right, privilege, or franchise 1,446
would have had if the corporation's or association's articles had 1,447
not been canceled, if both of the following apply: 1,448
(a) The exercise OF or AN attempt to exercise the right, 1,450
privilege, or franchise was within the scope of the corporation's 1,451
or association's articles of incorporation that existed prior to 1,452
cancellation; 1,453
(b) The officer, agent, or employee had no knowledge that 1,455
the corporation's or association's articles of incorporation had 1,456
been canceled. 1,457
(2) The corporation or association is liable exclusively 1,459
for the exercise OF or AN attempt to exercise any rights, 1,460
privileges, or franchises on behalf of the corporation or 1,461
association by an officer, agent, or employee of the corporation 1,462
or association, if the conditions set forth in divisions 1,463
(B)(1)(a) and (b) of this section are met. 1,464
(C) Upon reinstatement of a corporation's or association's 1,466
articles of incorporation in accordance with section 1701.07, 1,467
1701.921, 1785.06, or 5733.22 of the Revised Code, the exercise 1,468
OF or AN attempt to exercise any rights, privileges, or 1,469
franchises on behalf of the corporation or association by an 1,470
officer, agent, or employee of the corporation or association, 1,472
after cancellation and prior to reinstatement of the articles of 1,473
incorporation, does not constitute a failure to comply with 1,474
division (A) of section 1701.88 or a violation of section 1701.97 1,475
of the Revised Code, if the conditions set forth in divisions 1,476
(B)(1)(a) and (b) of this section are met. 1,477
(D) This section is remedial in nature and is to be 1,479
33
construed liberally to accomplish the purpose of providing full 1,480
reinstatement of a corporation's or association's articles of 1,481
incorporation retroactive, in accordance with this section, to 1,482
the time of the cancellation of the articles. 1,483
Sec. 1702.05. (A) Except as provided in this section and 1,492
in sections 1702.41 and 1702.45 of the Revised Code, the 1,493
secretary of state shall not accept for filing in the secretary 1,494
of state's office any articles if the corporate name set forth in 1,496
the articles are IS not distinguishable upon the secretary of 1,497
state's records from the ANY OF THE FOLLOWING: 1,498
(1) THE name of any other corporation, whether nonprofit 1,500
or for profit and whether that of a domestic or of a foreign 1,501
corporation authorized to do business in this state, or from any; 1,502
(2) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 1,504
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 1,505
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,506
(3) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 1,508
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 1,510
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,512
(4) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 1,514
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 1,516
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,518
(5) ANY trade name, the exclusive right to which is at the 1,521
time in question registered in the office of the secretary of 1,522
state pursuant to Chapter 1329. of the Revised Code. 1,523
(B) The secretary of state shall determine for purposes of 1,525
this section whether a name is "distinguishable" from another 1,526
name upon the secretary of state's records. Without excluding 1,528
other names that may not constitute distinguishable names in this 1,529
state, a name is not considered distinguishable from another name 1,530
for purposes of this section solely because it differs from the 1,531
other name in only one or more of the following manners: 1,532
(1) The use of the word "corporation," "company," 1,534
"incorporated," "limited," or any abbreviation of any of those 1,536
34
words; 1,537
(2) The use of any article, conjunction, contraction, 1,539
abbreviation, or punctuation; 1,540
(3) The use of a different tense or number of the same 1,542
word. 1,543
(C) A corporation may apply to the secretary of state for 1,545
authorization to use a name that is not distinguishable upon the 1,546
secretary of state's records from the name of any other 1,547
corporation, ANY LIMITED LIABILITY COMPANY, LIMITED LIABILITY 1,548
PARTNERSHIP, OR LIMITED PARTNERSHIP, or from a registered trade 1,550
name, if there also is filed in the office of the secretary of 1,551
state, on a form prescribed by the secretary of state, the 1,552
consent of the other corporation ENTITY, or, in the case of a 1,553
registered trade name, the person to whom IN WHOSE NAME is 1,555
registered the exclusive right to use the name, which consent is 1,556
evidenced in a writing signed by any authorized officer of the 1,557
other corporation or any authorized party REPRESENTATIVE of the 1,558
other ENTITY OR person.
(D) In case of judicial sale or judicial transfer, by sale 1,560
or transfer of good will or otherwise, of the right to use the 1,561
name of a nonprofit corporation or corporation for profit, 1,562
whether that of a domestic corporation or of a foreign 1,563
corporation authorized to exercise its corporate privileges in 1,564
this state or to do business in this state, the secretary of 1,565
state, at the instance of the purchaser or transferee of such 1,566
right, shall accept for filing articles of a corporation with a 1,567
name the same as or similar to the name of such other 1,568
corporation, if there also is filed in the office of the 1,569
secretary of state a certified copy of the decree or order of 1,570
court confirming or otherwise evidencing the purchase or 1,571
transfer. 1,572
(E) Any person who wishes to reserve a name for a proposed 1,574
new corporation, or any corporation intending to change its name, 1,575
may submit to the secretary of state a written application, on a 1,576
35
form prescribed by the secretary of state, for the exclusive 1,577
right to use a specified name as the name of a corporation. If 1,579
the secretary of state finds that, under this section, the 1,580
specified name is available for such use, the secretary of state 1,581
shall endorse his or her approval upon and file such application, 1,583
and, from the date of such endorsement FILING, such applicant 1,584
shall have the exclusive right for sixty days to use the 1,586
specified name as the name of a corporation, counting the date of 1,587
such endorsements FILING as the first of the sixty days. The 1,589
right so obtained may be transferred by the applicant or other 1,590
holder of the right by the filing in the office of the secretary 1,591
of state OF a written transfer, ON A FORM PRESCRIBED BY THE 1,592
SECRETARY OF STATE, stating the name and address of the 1,594
transferee.
(F) For filing under this section any application or other 1,596
document, other than articles or a consent to the use of a name, 1,597
the secretary of state shall charge and collect a fee of five 1,598
dollars. 1,599
Sec. 1702.06. (A) Every corporation shall have and 1,608
maintain an agent, sometimes referred to as the "statutory 1,609
agent," upon whom any process, notice, or demand required or 1,610
permitted by statute to be served upon a corporation may be 1,611
served. The agent may be a natural person who is a resident of 1,612
this state, or may be a domestic corporation for profit or a 1,613
foreign corporation for profit holding a license as such under 1,614
the laws of this state that is authorized by its articles of 1,616
incorporation to act as such agent, and that has a business 1,617
address in this state.
(B) The secretary of state shall not accept original 1,619
articles for filing unless there is filed with the articles a 1,620
written appointment of an agent signed by the incorporators of 1,621
the corporation or a majority of them and a written acceptance of 1,622
the appointment signed by the agent. In all other cases, the 1,623
corporation shall appoint the agent and shall file in the office 1,624
36
of the secretary of state a written appointment of the agent that 1,625
is signed by any authorized officer of the corporation and a 1,626
written acceptance of the appointment that is either the original 1,627
acceptance signed by the agent or a photocopy, facsimile, or 1,629
similar reproduction of the original acceptance signed by the
agent. 1,630
(C) The written appointment of an agent shall set forth 1,632
the name and address in this state of the agent, including the 1,633
street and number or other particular description, and shall 1,634
otherwise be in such form as the secretary of state prescribes. 1,635
The secretary of state shall keep a record of the names of 1,636
corporations and the names and addresses of their respective 1,637
agents. 1,638
(D) If any agent dies, removes from the state, or resigns, 1,640
the corporation shall forthwith appoint another agent and file 1,641
with the secretary of state, on a form prescribed by the 1,642
secretary of state, a written appointment of such agent. 1,643
(E) If the agent changes the agent's address from that 1,645
appearing upon the record in the office of the secretary of 1,646
state, the corporation OR THE AGENT shall forthwith file with the 1,647
secretary of state, on a form prescribed by the secretary of 1,649
state, a written statement setting forth the new address. 1,650
(F) An agent may resign by filing with the secretary of 1,652
state, on a form prescribed by the secretary of state, a written 1,654
notice to that effect that is signed by the agent and by sending 1,655
a copy of the notice to the corporation at the current or last 1,656
known address of its principal office on or prior to the date 1,657
that notice is filed with the secretary of state. The notice 1,658
shall set forth the name of the corporation, the name and current 1,659
address of the agent, the current or last known address, 1,660
including the street and number or other particular description, 1,661
of the corporation's principal office, the resignation of the 1,662
agent, and a statement that a copy of the notice has been sent to 1,663
the corporation within the time and in the manner prescribed by 1,664
37
this division. Upon the expiration of sixty days after such 1,665
filing, the authority of the agent shall terminate. 1,666
(G) A corporation may revoke the appointment of an agent 1,668
by filing with the secretary of state, on a form prescribed by 1,669
the secretary of state, a written appointment of another agent 1,671
and a statement that the appointment of the former agent is 1,672
revoked.
(H) Any process, notice, or demand required or permitted 1,674
by statute to be served upon a corporation may be served upon the 1,675
corporation by delivering a copy of it to its agent, if a natural 1,676
person, or by delivering a copy of it at the address of its agent 1,677
in this state, as such address appears upon the record in the 1,678
office of the secretary of state. If (1) the agent cannot be 1,679
found, or (2) the agent no longer has that address, or (3) the 1,680
corporation has failed to maintain an agent as required by this 1,681
section, and if in any such case the party desiring that such 1,682
process, notice, or demand be served, or the agent or 1,683
representative of the party, shall have filed with the secretary 1,684
of state an affidavit stating that one of the foregoing 1,685
conditions exists and stating the most recent address of the 1,686
corporation which the party after diligent search has been able 1,687
to ascertain, then service of process, notice, or demand upon the 1,688
secretary of state, as the agent of the corporation, may be 1,689
initiated by delivering to the secretary of state or at the 1,691
secretary of state's office triplicate copies of such process, 1,692
notice, or demand and by paying to the secretary of state a fee 1,693
of five dollars. The secretary of state shall forthwith give 1,694
notice of such delivery to the corporation at its principal 1,695
office as shown upon the record in the secretary of state's 1,696
office and also to the corporation at any different address set 1,698
forth in the above mentioned affidavit, and shall forward to the 1,699
corporation at each of said addresses, by certified mail, with 1,700
request for return receipt, a copy of such process, notice, or 1,701
demand; and thereupon service upon the corporation shall be 1,702
38
deemed to have been made.
(I) The secretary of state shall keep a record of each 1,704
process, notice, and demand delivered to the secretary of state 1,706
or at the secretary of state's office under this section or any 1,707
other law of this state which authorizes service upon the 1,708
secretary of state, and shall record the time of such delivery 1,710
and the secretary of state's action thereafter with respect 1,711
thereto.
(J) This section does not limit or affect the right to 1,713
serve any process, notice, or demand upon a corporation in any 1,714
other manner permitted by law. 1,715
(K) Except when an original appointment of an agent is 1,717
filed with the original articles, a written appointment of an 1,718
agent or a written statement filed by a corporation with the 1,719
secretary of state shall be signed by any authorized officer of 1,720
the corporation or by the incorporators of the corporation or a 1,721
majority of them if no trustees have been elected. 1,722
(L) For filing a written appointment of an agent other 1,724
than one filed with original articles, and for filing a statement 1,725
of change of address of an agent, the secretary of state shall 1,726
charge and collect a fee of three dollars. 1,727
(M) Upon the failure of any corporation to appoint another 1,729
agent or to file a statement of change of address of an agent, 1,730
the secretary of state shall give notice thereof by certified 1,731
mail to the corporation at the address set forth in the notice of 1,732
registration or on the most recent statement of continued 1,733
existence filed in this state by the corporation. Unless the 1,734
failure is cured within thirty days after the mailing by the 1,735
secretary of state of the notice or within any further period the 1,736
secretary of state grants, upon the expiration of that period 1,737
from the date of the mailing, the articles of the corporation 1,738
shall be canceled without further notice or action by the 1,739
secretary of state. The secretary of state shall make a notation 1,740
of the cancellation on the secretary of state's records. A 1,741
39
corporation whose articles have been canceled may be reinstated 1,743
by filing, on a form prescribed by the secretary of state, an 1,744
application for reinstatement and the required appointment of 1,745
agent or required statement, and by paying a filing fee of ten 1,746
dollars. The rights, privileges, and franchises of a corporation 1,747
whose articles have been reinstated are subject to section 1,748
1702.60 of the Revised Code. The secretary of state shall 1,749
furnish the tax commissioner a monthly list of all corporations 1,750
canceled and reinstated under this division. 1,751
(N) This section does not apply to banks, trust companies, 1,753
insurance companies, or any corporation defined under the laws of 1,754
this state as a public utility for taxation purposes. 1,755
Sec. 1702.07. (A) When articles of incorporation and 1,764
other certificates relating to the corporation are filed with 1,765
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 1,767
shall, if he finds AFTER FINDING that they comply with the 1,768
provisions of sections 1702.01 to 1702.58, inclusive, of the 1,770
Revised Code, endorse thereon his approval, the date of filing, a 1,772
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 1,773
FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 1,774
microfilm or by any authorized photostatic OR DIGITIZED process. 1,775
The articles or other certificate certified by EVIDENCE OF the 1,777
secretary of state FILING shall be returned to the person filing 1,778
said THE articles or certificate. 1,779
(B) All persons shall have the opportunity of acquiring 1,781
knowledge of the contents of the articles and other certificates 1,782
filed and recorded in the office of the secretary of state, but 1,783
no person dealing with the corporation shall be charged with 1,784
constructive notice of the contents of any such articles or 1,785
certificates by reason of such filing or recording.
Sec. 1702.43. (A) Upon such adoption BY EACH CONSTITUENT 1,795
CORPORATION OF AN AGREEMENT OF MERGER OR CONSOLIDATION PURSUANT 1,796
TO SECTION 1702.42 OR 1702.45 OF THE REVISED CODE, a certificate 1,797
40
OF MERGER OR CONSOLIDATION, signed by any authorized officer 1,798
REPRESENTATIVE of each constituent corporation and containing 1,799
either a signed agreement or a copy thereof and a statement by 1,800
such officer of each constituent corporation of the manner of its 1,801
adoption by such corporation, shall be filed with the secretary 1,802
of state. THE CERTIFICATE SHALL BE ON A FORM PRESCRIBED BY THE 1,803
SECRETARY OF STATE AND SHALL SET FORTH ONLY THE INFORMATION 1,804
REQUIRED BY THIS SECTION. 1,805
(1) THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL SET 1,807
FORTH ALL OF THE FOLLOWING: 1,808
(a) THE NAME OF EACH CONSTITUENT ENTITY AND THE STATE 1,810
UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTS; 1,811
(b) A STATEMENT THAT EACH CONSTITUENT ENTITY HAS COMPLIED 1,813
WITH ALL OF THE LAWS UNDER WHICH IT EXISTS AND THAT THE LAWS 1,814
PERMIT THE MERGER OR CONSOLIDATION; 1,815
(c) THE NAME AND MAILING ADDRESS OF THE PERSON OR ENTITY 1,817
THAT IS TO PROVIDE, IN RESPONSE TO ANY WRITTEN REQUEST MADE BY A 1,818
MEMBER OR OTHER PERSON, A COPY OF THE AGREEMENT OF MERGER OR 1,819
CONSOLIDATION;
(d) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION, 1,821
WHICH DATE MAY BE ON OR AFTER THE DATE OF THE FILING OF THE 1,822
CERTIFICATE;
(e) THE SIGNATURE OF EACH REPRESENTATIVE AUTHORIZED TO 1,825
SIGN THE CERTIFICATE ON BEHALF OF EACH CONSTITUENT ENTITY AND THE 1,826
OFFICE EACH REPRESENTATIVE AUTHORIZED TO SIGN HOLDS OR THE
CAPACITY IN WHICH THE REPRESENTATIVE IS ACTING; 1,827
(f) A STATEMENT THAT THE AGREEMENT OF MERGER OR 1,829
CONSOLIDATION IS AUTHORIZED ON BEHALF OF EACH CONSTITUENT ENTITY 1,830
AND THAT EACH PERSON WHO SIGNED THE CERTIFICATE ON BEHALF OF EACH 1,831
ENTITY IS AUTHORIZED TO DO SO;
(g) IN THE CASE OF A MERGER, A STATEMENT THAT ONE OR MORE 1,833
SPECIFIED CONSTITUENT ENTITIES WILL BE MERGED INTO A SPECIFIED 1,834
SURVIVING ENTITY OR, IN THE CASE OF A CONSOLIDATION, A STATEMENT 1,835
THAT THE CONSTITUENT ENTITIES WILL BE CONSOLIDATED INTO A NEW 1,836
41
ENTITY;
(h) IN THE CASE OF A MERGER, IF THE SURVIVING ENTITY IS A 1,838
FOREIGN ENTITY NOT LICENSED TO TRANSACT BUSINESS IN THIS STATE, 1,839
THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM ANY 1,840
PROCESS, NOTICE, OR DEMAND MAY BE SERVED;
(i) IN THE CASE OF A CONSOLIDATION, THE NAME AND ADDRESS 1,842
OF THE STATUTORY AGENT UPON WHOM ANY PROCESS, NOTICE, OR DEMAND 1,843
AGAINST ANY CONSTITUENT ENTITY OR THE NEW ENTITY MAY BE SERVED. 1,844
(2) IN THE CASE OF A CONSOLIDATION INTO A NEW DOMESTIC 1,846
CORPORATION, THE CERTIFICATE OF CONSOLIDATION SHALL BE 1,847
ACCOMPANIED BY A COPY OF THE ARTICLES OF INCORPORATION OF THE NEW 1,848
DOMESTIC CORPORATION.
(3) IN THE CASE OF A MERGER INTO A DOMESTIC CORPORATION, 1,850
THE CERTIFICATE OF MERGER SHALL BE ACCOMPANIED BY A COPY OF ANY 1,851
AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE SURVIVING 1,852
DOMESTIC CORPORATION.
(4) IF THE SURVIVING OR NEW ENTITY IS A FOREIGN ENTITY 1,854
THAT DESIRES TO TRANSACT BUSINESS IN THIS STATE AS A FOREIGN 1,855
CORPORATION, THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL 1,856
CONTAIN A STATEMENT TO THAT EFFECT AND A STATEMENT WITH RESPECT 1,857
TO THE APPOINTMENT OF THE STATUTORY AGENT AND WITH RESPECT TO THE 1,858
CONSENT TO SERVICE OF ANY PROCESS, NOTICE, OR DEMAND UPON THAT
STATUTORY AGENT OR THE SECRETARY OF STATE, AS REQUIRED WHEN A 1,859
FOREIGN CORPORATION APPLIES FOR A CERTIFICATE AUTHORIZING IT TO 1,860
TRANSACT BUSINESS IN THIS STATE. 1,861
(5) IF A DOMESTIC OR FOREIGN CORPORATION LICENSED TO 1,863
TRANSACT BUSINESS IN THIS STATE IS A CONSTITUENT ENTITY AND THE 1,864
SURVIVING OR NEW ENTITY RESULTING FROM THE MERGER OR 1,865
CONSOLIDATION IS NOT A DOMESTIC OR FOREIGN CORPORATION THAT IS TO 1,866
BE LICENSED TO TRANSACT BUSINESS IN THIS STATE, THE CERTIFICATE
OF MERGER OR CONSOLIDATION SHALL BE ACCOMPANIED BY THE 1,867
AFFIDAVITS, RECEIPTS, CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY 1,868
DIVISION (G) OF SECTION 1702.47 OF THE REVISED CODE, WITH RESPECT 1,869
TO EACH DOMESTIC CORPORATION, AND BY THE AFFIDAVITS, RECEIPTS, 1,870
42
CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY DIVISION (C) OR (D) 1,871
OF SECTION 1703.17 OF THE REVISED CODE, WITH RESPECT TO EACH
FOREIGN CONSTITUENT CORPORATION LICENSED TO TRANSACT BUSINESS IN 1,872
THIS STATE.
(B) IF ANY CONSTITUENT ENTITY IN A MERGER OR CONSOLIDATION 1,874
IS ORGANIZED OR FORMED UNDER THE LAWS OF A STATE OTHER THAN THIS 1,875
STATE OR UNDER ANY CHAPTER OF THE REVISED CODE OTHER THAN THIS 1,876
CHAPTER, THERE ALSO SHALL BE FILED IN THE PROPER OFFICE ALL 1,877
DOCUMENTS THAT ARE REQUIRED TO BE FILED IN CONNECTION WITH THE 1,878
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 1,881
CONSOLIDATION AND OTHER FILINGS AS DESCRIBED IN DIVISION (B) OF 1,882
THIS SECTION, or at such later date as the agreement CERTIFICATE 1,883
OF MERGER OR CONSOLIDATION specifies, the merger or consolidation 1,884
shall become effective. 1,885
(C) A copy of such agreement, certified by the (D) THE 1,888
secretary of state, may be filed for record in the office of the 1,889
county recorder of any county in this state, and for such SHALL 1,891
FURNISH, UPON REQUEST AND PAYMENT OF A FEE OF TEN DOLLARS, A
CERTIFICATE SETTING FORTH THE NAME OF EACH CONSTITUENT ENTITY AND 1,892
THE STATE UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTED PRIOR 1,893
TO THE MERGER OR CONSOLIDATION, THE NAME OF THE SURVIVING OR NEW 1,894
ENTITY AND THE STATE UNDER WHOSE LAWS THE SURVIVING ENTITY EXISTS 1,895
OR THE NEW ENTITY IS TO EXIST, THE DATE OF FILING OF THE 1,896
CERTIFICATE OF MERGER OR CONSOLIDATION WITH THE SECRETARY OF
STATE, AND THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION. 1,897
THE CERTIFICATE OF THE SECRETARY OF STATE OR A COPY OF THE MERGER 1,898
OR CONSOLIDATION CERTIFIED BY THE SECRETARY OF STATE MAY BE FILED 1,899
FOR RECORD IN THE OFFICE OF THE RECORDER OF ANY COUNTY IN THIS 1,900
STATE AND, IF FILED, SHALL BE RECORDED IN THE RECORDS OF DEEDS 1,901
FOR THAT COUNTY. FOR THAT recording, the county recorder shall 1,903
charge and collect the same fee as in the case of deeds. Such 1,904
copy shall be recorded in the records of deeds. 1,905
43
Sec. 1702.46. (A) Upon the filing of the agreement 1,915
CERTIFICATE of merger or consolidation in compliance with the 1,916
laws of each state under the laws of which any constituent 1,917
corporation exists, or at such later date as the agreement 1,918
CERTIFICATE specifies, the merger or consolidation shall become 1,919
effective.
(B) The effect of such merger or consolidation, if the 1,921
surviving or new corporation is to be a domestic corporation, 1,922
shall be the same as in the case of the merger or consolidation 1,923
of domestic corporations. If the surviving or new corporation is 1,924
to be a foreign corporation:
(1) The surviving or new corporation shall thenceforth be 1,926
liable for all the obligations of each of the constituent 1,927
corporations;
(2) All the rights of creditors of each constituent 1,929
corporation shall be preserved unimpaired, and all liens upon the 1,930
property of any of the constituent corporations shall be 1,931
preserved unimpaired, limited in lien to the property affected by 1,932
such liens immediately prior to the effective date of the merger 1,933
or consolidation;
(3) The effect of such merger or consolidation shall, in 1,935
all other respects, be the same as in the case of the merger or 1,936
consolidation of domestic corporations except in so far INSOFAR 1,937
as the laws of such other state otherwise provide. 1,939
(C) If the surviving or new corporation is to be a foreign 1,941
corporation and if the agreement CERTIFICATE states that the 1,942
surviving or new corporation desires to exercise its corporate 1,944
privileges in this state as a foreign corporation in a continual 1,945
course of transactions, the surviving or new corporation shall,
when the merger or consolidation becomes effective, be deemed to 1,946
have complied with the requirements for procuring a certificate 1,947
authorizing it to do so, and a copy of the agreement CERTIFICATE 1,948
of merger or consolidation, certified by the secretary of state 1,949
of this state, shall be considered and accepted as the license 1,950
44
certificate prescribed by the laws of this state for a foreign 1,951
corporation exercising its corporate privileges in this state in
a continual course of transactions. 1,952
Sec. 1702.59. Every nonprofit corporation, incorporated 1,962
under the general corporation laws of this state, or previous 1,963
laws, or under special provisions of the Revised Code, or created 1,964
before September 1, 1851, which corporation has expressedly or 1,965
impliedly elected to be governed by the laws passed since that 1,966
date, and whose articles or other documents are filed with the 1,967
secretary of state, shall file with the secretary of state a 1,968
verified statement of continued existence, signed by a trustee, 1,969
officer, or three members in good standing, setting forth the 1,970
corporate name, the place where the principal office of the 1,971
corporation is located, the date of incorporation, the fact that 1,972
the corporation is still actively engaged in exercising its 1,973
corporate privileges, and the name and address of its agent 1,974
appointed pursuant to section 1702.06 of the Revised Code. 1,975
The first statement of continued existence required by this 1,977
section shall be filed with the secretary of state on or before 1,978
March 31, 1958. Thereafter, each EACH corporation required to 1,979
file such A statement OF CONTINUED EXISTENCE shall file it with 1,981
the secretary of state within each five years after the date of
incorporation or of the last corporate filing. For filing such 1,982
statements of continued existence, the secretary of state shall 1,983
charge and collect a fee of five dollars. 1,984
Corporations specifically exempted by division (N) of 1,986
section 1702.06 of the Revised Code, or whose activities are 1,987
regulated or supervised by another state official, agency, 1,988
bureau, department, or commission are exempted from this section. 1,989
The secretary of state shall give notice in writing and 1,991
provide a form for compliance with this section to each 1,992
corporation required by this section to file the statement of 1,993
continued existence, such notice and form to be mailed to the 1,994
last known address of the corporation as it appears on the 1,995
45
records of the secretary of state or which he THE SECRETARY OF 1,996
STATE may ascertain upon a reasonable search. 1,998
In the event any nonprofit corporation required by this 2,000
section to file a statement of continued existence fails to file 2,001
the first statement, or after filing the first statement fails to 2,002
file the statement required every fifth year, then the secretary 2,003
of state shall cancel the articles of such corporation, make a 2,004
notation of the cancellation on his THE records, and mail to the 2,005
corporation a certificate of his THE action so taken. 2,006
A corporation whose articles have been canceled may be 2,008
reinstated by filing an application for reinstatement and paying 2,009
to the secretary of state a fee of ten dollars. THE NAME OF A 2,010
CORPORATION WHOSE ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED 2,011
FOR A PERIOD OF ONE YEAR AFTER THE DATE OF CANCELLATION. If the 2,012
reinstatement is not made within one year from the date of the 2,013
cancellation of its articles of incorporation and it appears that 2,014
articles of incorporation have been issued to a corporation of 2,015
the same or similar CORPORATE name, LIMITED LIABILITY COMPANY 2,016
NAME, LIMITED LIABILITY PARTNERSHIP NAME, LIMITED PARTNERSHIP 2,017
NAME, OR TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT 2,018
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN SECTION 1702.06 OF 2,019
THE REVISED CODE, the applicant for reinstatement shall be 2,021
required by the secretary of state, as a condition prerequisite 2,022
to such reinstatement, to amend its articles by changing its 2,023
name. A certificate of reinstatement may be filed in the 2,024
recorder's office of any county in the state, for which the 2,025
recorder shall charge and collect a fee of one dollar. The
rights, privileges, and franchises of a corporation whose 2,026
articles have been reinstated are subject to section 1702.60 of 2,027
the Revised Code.
The secretary of state shall furnish the tax commissioner a 2,029
list of all corporations failing to file the required first 2,030
statement of continued existence, and thereafter shall furnish a 2,031
list of corporations failing to file the subsequent statement of 2,032
46
continued existence. 2,033
Sec. 1702.60. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 2,042
THIS DIVISION, UPON reinstatement of a corporation's articles of 2,044
incorporation in accordance with section 1702.06, 1702.59, or 2,045
1724.06 of the Revised Code, the rights, privileges, and 2,046
franchises, including all real or personal property rights and 2,047
credits and all contract and other rights, of the corporation
existing at the time its articles of incorporation were canceled 2,048
shall be fully vested in the corporation as if the articles had 2,049
not been canceled, and the corporation shall again be entitled to 2,050
exercise the rights, privileges, and franchises authorized by its 2,051
articles of incorporation. THE NAME OF A CORPORATION WHOSE 2,052
ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE 2,053
YEAR AFTER THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT 2,054
MADE WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 2,055
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 2,056
LIMITED LIABILITY NAME, LIMITED LIABILITY PARTNERSHIP NAME, 2,057
LIMITED PARTNERSHIP NAME, OR TRADE NAME HAS BEEN FILED, THE NAME 2,058
OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN 2,059
SECTION 1702.05 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL
REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 2,060
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 2,061
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's articles in 2,063
accordance with section 1702.06, 1702.59, or 1724.06 of the 2,064
Revised Code, both of the following apply to the exercise OF or 2,065
AN attempt to exercise any rights, privileges, or franchises, 2,066
including entering into or performing any contracts, on behalf of 2,067
the corporation by an officer, agent, or employee of the 2,068
corporation, after cancellation and prior to reinstatement of the 2,069
articles of incorporation: 2,070
(1) The exercise OF or AN attempt to exercise any rights, 2,072
privileges, or franchises on behalf of the corporation by the 2,073
officer, agent, or employee of the corporation has the same force 2,074
47
and effect that the exercise OF or AN attempt to exercise the 2,075
right, privilege, or franchise would have had if the 2,076
corporation's articles had not been canceled, if both of the 2,077
following apply:
(a) The exercise OF or AN attempt to exercise the right, 2,079
privilege, or franchise was within the scope of the corporation's 2,080
articles of incorporation that existed prior to cancellation; 2,081
(b) The officer, agent, or employee had no knowledge that 2,083
the corporation's articles of incorporation had been canceled. 2,084
(2) The corporation is liable exclusively for the exercise 2,086
OF or AN attempt to exercise any rights, privileges, or 2,087
franchises on behalf of the corporation by an officer, agent, or 2,088
employee of the corporation, if the conditions set forth in 2,089
divisions (B)(1)(a) and (b) of this section are met. 2,090
(C) Upon reinstatement of a corporation's articles of 2,092
incorporation in accordance with section 1702.06, 1702.59, or 2,093
1724.06 of the Revised Code, the exercise OF or AN attempt to 2,094
exercise any rights, privileges, or franchises on behalf of the 2,095
corporation by an officer, agent, or employee of the corporation, 2,096
after cancellation and prior to reinstatement of the articles of 2,097
incorporation does not constitute a failure to comply with 2,098
division (A) of section 1702.49 or a violation of section 1702.57 2,099
of the Revised Code, if the conditions set forth in divisions 2,100
(B)(1)(a) and (b) of this section are met. 2,101
(D) This section is remedial in nature and is to be 2,103
construed liberally to accomplish the purpose of providing full 2,104
reinstatement of a corporation's articles of incorporation 2,105
retroactive, in accordance with this section, to the time of the 2,106
cancellation of the articles. 2,107
Sec. 1703.04. (A) To procure a license to transact 2,117
business in this state, a foreign corporation for profit shall 2,118
file with the secretary of state a certificate of good standing 2,119
or subsistence, dated not earlier than sixty NINETY days prior to 2,121
the filing of the application, under the seal of the secretary of 2,122
48
state, or other proper official, of the state under the laws of 2,123
which said corporation was incorporated, setting forth: 2,124
(1) The exact corporate title; 2,126
(2) The date of incorporation; 2,128
(3) The fact that the corporation is in good standing or 2,130
is a subsisting corporation. 2,131
(B) To procure such a license, such corporation also shall 2,134
file with the secretary of state an application in such form as 2,135
the secretary of state prescribes, verified by the oath of any 2,136
authorized officer of such corporation, setting forth, but not 2,137
limited to:
(1) The name of the corporation and, if its corporate name 2,139
is not available, the trade name under which it will do business 2,140
in this state; 2,141
(2) The name of the state under the laws of which it was 2,143
incorporated; 2,144
(3) The location and complete address of its principal 2,146
office; 2,147
(4) The name of the county and the municipal corporation 2,149
or township in which its principal office within this state, if 2,150
any, is to be located; 2,151
(5) The appointment of a designated agent and the complete 2,153
address of such agent; 2,154
(6) The irrevocable consent of such corporation to service 2,156
of process on such agent so long as the authority of such agent 2,157
continues and to service of process upon the secretary of state 2,158
in the events provided for in section 1703.19 of the Revised 2,159
Code; 2,160
(7) A brief summary of the corporate purposes to be 2,162
exercised within this state. 2,163
(C) Upon the filing by a foreign corporation for profit of 2,165
an application for a license to transact business in this state, 2,166
the corporation shall pay a filing fee of one hundred dollars to 2,167
the secretary of state. 2,168
49
(D)(1) No such application for a license shall be accepted 2,170
for filing if it appears that the name of the foreign corporation 2,171
is prohibited by law or is not distinguishable upon the records 2,172
in the office of the secretary of state from the name of any 2,173
other corporation, whether nonprofit or for profit and whether 2,174
that of a domestic corporation or of a foreign corporation 2,175
authorized to transact business in this state, THE NAME OF A 2,176
LIMITED LIABILITY COMPANY REGISTERED IN THE OFFICE OF THE 2,177
SECRETARY OF STATE PURSUANT TO CHAPTER 1705. OF THE REVISED CODE, 2,178
WHETHER DOMESTIC OR FOREIGN, THE NAME OF ANY LIMITED LIABILITY 2,179
PARTNERSHIP REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE 2,180
PURSUANT TO CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC 2,182
OR FOREIGN, THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 2,183
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 2,185
REVISED CODE, WHETHER DOMESTIC OR FOREIGN, or a trade name, TO 2,187
WHICH the exclusive right to which is at the time in question IS 2,188
registered in the manner provided in Chapter 1329. of the Revised 2,189
Code, unless there also is filed with the secretary of state, on 2,190
a form prescribed by the secretary of state, the consent of the 2,192
other corporation ENTITY or person to the use of the name, 2,194
evidenced in a writing signed by any authorized officer of the 2,195
other corporation ENTITY or authorized party REPRESENTATIVE of 2,196
the other person owning the exclusive right to the registered 2,197
trade name. Notwithstanding the prior sentence 2,198
(2) NOTWITHSTANDING DIVISION (D)(1) OF THIS SECTION, if an 2,201
application for a license is not acceptable for filing solely 2,202
because the name of the foreign corporation is not 2,203
distinguishable from the name of another corporation ENTITY or 2,204
registered trade name, the foreign corporation may be authorized 2,205
to transact business in this state by filing with the secretary 2,206
of state, in addition to those items otherwise prescribed by this 2,207
section, a statement signed by an authorized officer directing 2,208
the foreign corporation to make application for a license to 2,209
transact business in this state under an assumed business name or 2,210
50
names that comply with the requirements of this division and 2,211
stating that the foreign corporation will transact business in 2,212
this state only under the assumed name or names. The application 2,213
for a license shall be on a form prescribed by the secretary of 2,214
state.
Sec. 1703.041. (A) Every foreign corporation for profit 2,223
that is licensed to transact business in this state, and every 2,224
foreign nonprofit corporation that is licensed to exercise its 2,225
corporate privileges in this state, shall have and maintain an 2,226
agent, sometimes referred to as the "designated agent," upon whom 2,227
process against such THE corporation may be served within this 2,228
state. The agent may be a natural person who is a resident of 2,230
this state, or may be a domestic corporation for profit or a 2,231
foreign corporation for profit holding a license as such under 2,232
the laws of this state which THAT is authorized by its articles 2,233
of incorporation to act as such AN agent, and which THAT has a 2,235
business address in this state. 2,236
(B) The written appointment of a designated agent shall 2,238
set forth the name and address of the agent, including the street 2,239
and number or other particular description, and shall otherwise 2,240
be in such form as the secretary of state prescribes. The 2,241
secretary of state shall keep a record of the names of such 2,242
foreign corporations and the names and addresses of their 2,243
respective agents. 2,244
(C) If a foreign corporation changes the location of its 2,246
principal office in this state, it shall file with the secretary 2,247
of state, on a form prescribed by the secretary of state, a 2,249
written statement setting forth the new location.
(D) If the designated agent dies, removes from the state, 2,251
or resigns, the foreign corporation shall forthwith appoint 2,252
another agent and file in the office of the secretary of state, 2,253
on a form prescribed by the secretary of state, a written 2,255
appointment of such AN AMENDMENT TO THE CORPORATION'S APPLICATION 2,256
FOR A FOREIGN LICENSE INDICATING THE NAME AND ADDRESS OF THE NEW 2,257
51
agent.
(E)(D) If the designated agent changes the agent's address 2,260
from that appearing upon the record in the office of the
secretary of state, the foreign corporation or the designated 2,261
agent in its behalf shall forthwith file with the secretary of 2,262
state, on a form prescribed by the secretary of state, a written 2,264
statement AN AMENDMENT TO THE CORPORATION'S APPLICATION FOR A
FOREIGN LICENSE setting forth the new address unless the change 2,266
is reported on the annual report filed with the department of 2,267
taxation.
(F)(E) A designated agent may resign by filing with the 2,269
secretary of state, on a form prescribed by the secretary of 2,270
state, a signed statement to that effect. The secretary of state 2,272
shall forthwith mail a copy of such statement to the foreign 2,273
corporation at its principal office as shown by the record in his 2,274
THE SECRETARY OF STATE'S office. Upon the expiration of sixty 2,275
days after such THE filing, the authority of the agent shall 2,276
terminate. 2,277
(G)(F) A foreign corporation may revoke the appointment of 2,279
a designated agent by filing with the secretary of state, on a 2,280
form prescribed by the secretary of state, a written appointment 2,282
of AN AMENDMENT TO ITS APPLICATION FOR A FOREIGN LICENSE
APPOINTING another agent and THAT INCLUDES a statement that the 2,284
appointment of the former agent is revoked. 2,285
(H)(G) Process may be served upon a foreign corporation by 2,287
delivering a copy of it to its designated agent, if a natural 2,288
person, or by delivering a copy of it at the address of its agent 2,289
in this state, as such THE address appears upon the record in the 2,291
office of the secretary of state. 2,292
(I)(H) This section does not limit or affect the right to 2,294
serve process upon a foreign corporation in any other manner 2,295
permitted by law. 2,296
(J)(I) Every foreign corporation for profit shall state in 2,298
each annual report filed by it with the department of taxation 2,299
52
the name and address of its designated agent in this state. 2,300
(K) A written appointment of a designated agent or a 2,302
written statement filed by a foreign corporation in the office of 2,303
the secretary of state shall be signed by any authorized officer 2,304
of the corporation. A written statement filed in the office of 2,306
the secretary of state by a designated agent in behalf of a 2,307
foreign corporation pursuant to division (E) of this section 2,308
shall be signed by such agent and, if the agent is a corporation, 2,309
by any authorized officer of the corporation. 2,310
(L) For filing a written appointment of an agent other 2,312
than one filed with the application for a license to transact 2,313
business in this state or to exercise its corporate privileges in 2,314
this state, and for filing a statement of change of address of an 2,315
agent or a change of location of a principal office, the 2,316
secretary of state shall charge and collect a fee of three 2,317
dollars. 2,318
Sec. 1703.15. No foreign corporation shall transact in 2,327
this state any business that could not be lawfully transacted by 2,328
a domestic corporation. Whenever the secretary of state finds 2,329
that a foreign corporation licensed to transact business in this 2,330
state is transacting in this state a business that a domestic 2,331
corporation could not lawfully transact, is transacting business 2,332
in this state in a corporate name that is not readily 2,333
distinguishable from the name of every other corporation, LIMITED 2,334
LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR LIMITED 2,335
PARTNERSHIP, domestic or foreign, OR EVERY TRADE NAME, REGISTERED 2,336
IN THE OFFICE OF THE SECRETARY OF STATE, theretofore authorized 2,337
to transact business in this state, without the consent of the 2,338
other corporation, LIMITED LIABILITY COMPANY, LIMITED LIABILITY 2,339
PARTNERSHIP, LIMITED PARTNERSHIP, OR TRADE NAME REGISTRANT, 2,340
evidenced by a resolution of its board of directors certified by 2,341
its secretary or assistant secretary and IN WRITING filed with 2,342
the secretary of state PURSUANT TO SECTION 1703.04 OF THE REVISED 2,344
CODE, or has failed, after the death or resignation of its 2,345
53
designated agent or his THE DESIGNATED AGENT'S removal from this 2,346
state, to designate another agent as required by section 1703.041 2,348
of the Revised Code, the secretary of state shall give notice 2,349
thereof by certified mail to the corporation, and unless such. 2,350
UNLESS THAT failure is cured within thirty days after the mailing 2,351
by the secretary of state of the notice or within such further 2,353
period as the secretary of state grants, the secretary of state 2,354
shall, upon the expiration of such period, SHALL cancel the 2,355
license of the foreign corporation to transact business in this 2,356
state, give notice of the cancellation to the corporation by 2,357
mail, and make a notation of the cancellation on his THE 2,358
SECRETARY OF STATE'S records.
A FOREIGN CORPORATION WHOSE LICENSE HAS BEEN CANCELED MAY 2,361
BE REINSTATED UPON ITS FILING WITH THE SECRETARY OF STATE, ON A 2,362
FORM PRESCRIBED BY THE SECRETARY OF STATE, AN APPLICATION FOR 2,363
REINSTATEMENT ACCOMPANIED BY A FEE OF TEN DOLLARS. IF THE
APPLICATION FOR REINSTATEMENT IS SUBMITTED IN A TAX YEAR OR 2,364
CALENDAR YEAR OTHER THAN THAT IN WHICH THE CANCELLATION OCCURRED, 2,366
THE APPLICATION ALSO SHALL BE ACCOMPANIED BY A CERTIFICATE OF 2,367
REINSTATEMENT ISSUED BY THE DEPARTMENT OF TAXATION. THE NAME OF 2,368
A CORPORATION WHOSE LICENSE HAS BEEN CANCELED PURSUANT TO THIS 2,369
SECTION SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER THE DATE 2,370
OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE WITHIN ONE 2,372
YEAR AFTER THE DATE OF CANCELLATION OF THE FOREIGN LICENSE AND IT 2,373
APPEARS THAT A CORPORATE NAME, LIMITED LIABILITY COMPANY NAME, 2,374
LIMITED LIABILITY PARTNERSHIP NAME, LIMITED PARTNERSHIP NAME, OR 2,375
TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN DIVISION (D) OF 2,377
SECTION 1703.04 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL 2,380
REQUIRE THE APPLICANT FOR THE REINSTATEMENT, AS A CONDITION 2,381
PREREQUISITE TO SUCH REINSTATEMENT, TO APPLY FOR AUTHORIZATION TO 2,382
TRANSACT BUSINESS IN THIS STATE UNDER AN ASSUMED NAME. 2,383
Sec. 1703.19. The secretary of state shall be the agent of 2,392
any foreign corporation licensed to do business in this state, 2,393
54
upon whom process against it from any court in this state or from 2,394
any public authorities may be served within this state if the 2,395
designated agent cannot be found, if the corporation has failed 2,396
to designate another agent when required to do so under sections 2,397
1703.01 to 1703.31 of the Revised Code, or if the license of a 2,398
corporation to do business in this state has expired or has been 2,399
canceled. Pursuant to such service, suit may be brought in the 2,400
county where the principal office of the corporation in this 2,401
state is or was located, or in any county in which the cause of 2,402
action arose. Such service shall be made upon the secretary of 2,403
state by leaving with him THE SECRETARY OF STATE, or with an 2,404
assistant secretary of state, triplicate QUADRUPLICATE copies of 2,406
such process and a fee of five dollars which shall be included as 2,408
taxable costs in case of judicial proceedings. Upon receipt of 2,409
such process and fee the secretary of state shall forthwith give 2,410
notice to the corporation, both at its principal office and, at 2,411
its principal office in this state, AND AT ANY DIFFERENT ADDRESS 2,412
SHOWN ON ITS LAST FRANCHISE TAX REPORT FILED IN THIS STATE, of 2,413
the service of such process, shall forward BY FORWARDING to each 2,414
of such offices by certified mail, with request for return 2,416
receipt, a copy of such process, and shall retain a copy of such 2,417
process in his THE SECRETARY OF STATE'S files.
The secretary of state shall keep a record of any such 2,419
process served upon him THE SECRETARY OF STATE and shall record 2,420
therein the time of such service and his THE SECRETARY OF STATE'S 2,422
action thereafter with respect to it. 2,423
This section does not affect any right to serve process 2,425
upon a foreign corporation in any other manner permitted by law. 2,426
Sec. 1705.05. (A) The name of a limited liability company 2,435
shall include the words, "limited liability company," without 2,436
abbreviation or shall include one of the following abbreviations: 2,437
"LLC," "L.L.C.," "limited," "ltd.," or "ltd". 2,438
(B)(1) Except as provided in this section and in sections 2,440
1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised 2,441
55
Code, the secretary of state shall not accept for filing in the 2,443
secretary of state's office the articles of organization of a
limited liability company if the company name set forth in the 2,445
articles is not distinguishable on the records of the secretary 2,446
of state from the name of either ANY of the following: 2,447
(a) Any other limited liability company, whether the name 2,449
is of a domestic limited liability company or of a foreign 2,450
limited liability company registered as a foreign limited 2,451
liability company under this chapter; 2,452
(b) Any corporation, whether the name is of a domestic 2,454
corporation or of a foreign corporation holding a license as a 2,455
foreign corporation under the laws of this state PURSUANT TO 2,457
CHAPTER 1701., 1702., OR 1703. OF THE REVISED CODE;
(c) ANY LIMITED LIABILITY PARTNERSHIP, WHETHER THE NAME IS 2,459
OF A DOMESTIC LIMITED LIABILITY PARTNERSHIP OR A FOREIGN LIMITED 2,460
LIABILITY PARTNERSHIP REGISTERED PURSUANT TO CHAPTER 1775. OF THE 2,461
REVISED CODE;
(d) ANY LIMITED PARTNERSHIP, WHETHER THE NAME IS OF A 2,464
DOMESTIC LIMITED PARTNERSHIP OR A FOREIGN LIMITED PARTNERSHIP 2,465
REGISTERED PURSUANT TO CHAPTER 1782. OF THE REVISED CODE; 2,466
(e) ANY TRADE NAME TO WHICH THE EXCLUSIVE RIGHT, AT THE 2,468
TIME IN QUESTION, IS REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,469
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,470
(2) The secretary of state may accept for filing in the 2,472
secretary of state's office the articles of organization of a 2,474
limited liability company whose name set forth in the articles is 2,475
not distinguishable on the records of the secretary of state from 2,476
ANY TRADE NAME OR the name of another limited liability company, 2,477
corporation, LIMITED LIABILITY PARTNERSHIP, or limited 2,478
partnership if there also is filed in the secretary of state's 2,479
office the consent of the other limited liability company, 2,480
corporation, ENTITY or limited partnership, IN THE CASE OF A 2,481
REGISTERED TRADE NAME, THE PERSON IN WHOSE NAME IS REGISTERED THE 2,482
EXCLUSIVE RIGHT to the use of the particular name. 2,483
56
(C) A consent given by a limited liability company AN 2,485
ENTITY OR PERSON IN WHOSE NAME IS REGISTERED THE EXCLUSIVE RIGHT 2,486
TO USE A TRADE NAME, to the use of a name by another A limited 2,487
liability company, shall be in the form of an instrument, 2,489
prescribed by the secretary of state, that is signed by an 2,490
authorized member, manager, OFFICER or other AUTHORIZED 2,491
representative of the consenting limited liability company ENTITY 2,492
OR PERSON IN WHOSE NAME THE TRADE NAME IS REGISTERED. 2,493
(D) If a judicial sale or a judicial transfer by sale, 2,495
transfer of good will, or otherwise involves the right to use the 2,496
name of a domestic limited liability company or of a foreign 2,497
limited liability company registered as a foreign limited 2,498
liability company under this chapter, then, at the request of the 2,499
purchaser or transferee of that right, the secretary of state 2,500
shall accept for filing articles of organization of a limited 2,501
liability company with a name that is the same as or similar to 2,502
the name of the other limited liability company if there also is 2,503
filed in the secretary of state's office a certified copy of the 2,505
court order or decree that confirms or otherwise evidences the 2,506
purchase or transfer.
(E) Any person that wishes to reserve a name for a 2,508
proposed new limited liability company or any limited liability 2,509
company that intends to change its name may submit to the 2,510
secretary of state, on a form prescribed by the secretary of 2,511
state, a written application for the exclusive right to use a 2,513
specified name as the name of the company. If the secretary of 2,514
state finds, consistent with this section, that the specified 2,515
name is available for use, the secretary of state shall endorse 2,516
the secretary of state's approval upon and file the application. 2,517
From the date of the endorsement FILING, the applicant has the 2,518
exclusive right for sixty days to use the specified name as the 2,520
name of the limited liability company, counting the date of the 2,521
endorsement FILING as the first of the sixty days. The right so 2,523
obtained may be transferred by the applicant or other holder of 2,524
57
the right by filing in the office of the secretary of state a 2,525
written transfer, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, 2,526
that states the name and address of the transferee. 2,527
(F) The secretary of state shall charge and collect a fee 2,529
of five dollars for filing under this section any application or 2,530
document other than articles of organization or a consent to the 2,531
use of a name. 2,532
Sec. 1705.07. (A) If articles of organization or another 2,542
certificate OTHER CERTIFICATES relating to a limited liability 2,543
company is filed with ARE SUBMITTED TO the secretary of state and 2,545
he THE SECRETARY OF STATE finds that it complies THEY COMPLY with 2,546
this chapter, he THE SECRETARY OF STATE shall endorse on ACCEPT 2,548
the document the date of its ARTICLES OR OTHER CERTIFICATES FOR 2,549
filing and a file number and shall make a copy of the endorsed 2,550
document ARTICLES OR OTHER CERTIFICATES for his THE SECRETARY OF 2,551
STATE'S records BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 2,552
DIGITIZED PROCESS. The document endorsed by EVIDENCE OF the 2,553
secretary of state FILING shall be returned to the person who 2,554
filed it.
(B) The secretary of state is not required to file any 2,556
document that relates to a limited liability company except 2,557
documents required to be filed under this chapter. The duties 2,558
imposed upon the secretary of state by this chapter are 2,559
ministerial. The secretary of state shall not make any 2,560
determination regarding the legal sufficiency of any document 2,561
that is presented for filing under this chapter, and that appears 2,562
on its face to be legally sufficient. 2,563
(C) No person dealing with a limited liability company is 2,565
charged with constructive notice of the contents of any document 2,566
by reason of its filing with the secretary of state. 2,567
Sec. 1705.54. (A) Before transacting business in this 2,577
state, a foreign limited liability company shall register with 2,578
the secretary of state. The company shall register by submitting 2,579
to the secretary of state an application for registration as a 2,580
58
foreign limited liability company. The application shall be on a 2,581
form that is prescribed by the secretary of state, be signed by 2,582
an authorized representative of the company, and set forth all of 2,583
the following: 2,584
(1) The name of the company and, if different, the name 2,586
under which it is registered or organized in the state of its 2,587
organization; 2,588
(2) The state in which it was organized and the date of 2,590
its formation; 2,591
(3) The name and address of an agent for service of any 2,593
process, notice, or demand on the company. The appointed agent 2,594
shall be an individual who is a resident of this state, a 2,595
domestic corporation, or a foreign corporation that has a place 2,596
of business and is authorized to do business in this state. 2,597
(4) A statement that the secretary of state is appointed 2,599
the agent of the company for service of any process, notice, or 2,600
demand on the company if an agent is not appointed as described 2,601
in division (A)(3) of this section or if an agent is appointed 2,602
pursuant to that division but the authority of that agent has 2,603
been revoked or the agent cannot be found or served after the 2,604
exercise of reasonable diligence; 2,605
(5) An address to which interested persons may direct 2,607
requests for copies of the articles of organization, operating 2,608
agreement, bylaws, or other charter documents of the company. 2,609
(B) Upon receipt of an application for registration as a 2,611
foreign limited liability company and the filing fee required by 2,612
law, the secretary of state shall endorse on ACCEPT the 2,613
application the date of its FOR filing and a file number and 2,615
shall make a copy of the endorsed application for his THE 2,616
SECRETARY OF STATE'S records BY MICROFILM OR BY ANY AUTHORIZED
PHOTOSTATIC OR DIGITIZED PROCESS. The application as endorsed by 2,617
EVIDENCE OF the secretary of state FILING shall be returned to 2,619
the company or its representative.
(C) Upon being filed in accordance with division (B) of 2,621
59
this section, an application for registration as a foreign 2,622
limited liability company shall be deemed to be the certificate 2,623
of registration of the applicant as a foreign limited liability 2,624
company authorized to transact business in this state. 2,625
Sec. 1705.55. If any statement in an application for 2,634
registration as a foreign limited liability company is materially 2,635
false when made or if any facts described in the application have 2,636
changed making it inaccurate in any material respect, the foreign 2,637
limited liability company shall file promptly with the secretary 2,638
of state a certificate correcting the application that shall be 2,639
on a form that is prescribed by the secretary of state and be
signed by an authorized representative of the company. IF THE 2,640
APPLICATION FOR REGISTRATION OR A SUBSEQUENT CERTIFICATE OF 2,641
CORRECTION BECOMES INACCURATE BECAUSE THE DESIGNATED AGENT 2,643
CHANGES THE AGENT'S ADDRESS FROM THAT APPEARING IN THE 2,644
REGISTRATION APPLICATION OR ANY SUBSEQUENT CERTIFICATE OF
CORRECTION OF THE REGISTRATION APPLICATION, THE FOREIGN LIMITED 2,645
LIABILITY COMPANY, OR THE DESIGNATED AGENT ON ITS BEHALF, SHALL 2,646
FILE PROMPTLY WITH THE SECRETARY OF STATE A NEW CERTIFICATE OF 2,647
CORRECTION SETTING FORTH THE NEW ADDRESS. 2,649
Sec. 1733.08. (A) When the articles and other documents 2,658
relating to the credit union have been filed with SUBMITTED TO 2,659
the secretary of state, he THE SECRETARY OF STATE shall note 2,661
ACCEPT the date of his approval ARTICLES AND OTHER DOCUMENTS for 2,662
filing, a file number, properly AND record the same, and properly 2,664
certify and return said articles BY MICROFILM OR BY ANY
AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE OF THE 2,665
FILING SHALL BE RETURNED to the credit union. 2,666
(B) The legal existence of the credit union shall begin 2,668
upon the filing of the articles with the secretary of state. 2,669
Sec. 1733.37. (A) If it appears that any credit union is 2,679
bankrupt or insolvent, that its shares are impaired, that it has 2,680
violated this chapter, or rules adopted by the superintendent of 2,681
credit unions, or that it is operating in an unsafe or unsound 2,682
60
manner, or if the credit union is experiencing a declining trend 2,683
in its financial condition and a majority of its board of 2,684
directors, by resolution, requests the issuance of an order under 2,685
this division, the superintendent may issue an order revoking the 2,686
credit union's articles of incorporation and appointing a 2,687
liquidating agent to liquidate the credit union in accordance 2,688
with this section. 2,689
(B) A credit union under order to liquidate or in the 2,691
course of liquidation, shall continue in existence for the 2,692
purpose of discharging its debts, collecting and distributing its 2,693
assets, and doing all acts required in order to wind up its 2,694
business, and may sue and be sued for the purpose of enforcing 2,695
such debts and obligations until its affairs are fully adjusted. 2,696
The board of directors, or in the case of involuntary 2,697
dissolution, the liquidating agent, shall use the assets of the 2,698
credit union to pay: first, expenses incidental to liquidation, 2,699
including any surety bond that may be required; second, any 2,700
liability due nonmembers; third, redemption of shares and share 2,701
accounts. Assets then remaining shall be distributed to the 2,702
members proportionately to the purchase price of shares held by 2,703
each member as of the date dissolving was voted, or the date of 2,704
suspension, as the case may be. 2,705
(C) As soon as the board or the liquidating agent 2,707
determines that all assets from which there is a reasonable 2,708
expectancy of realization have been liquidated and distributed as 2,709
set forth in this section, it shall execute a certificate of 2,710
dissolution on a form prescribed by the superintendent of credit 2,711
unions and file SUBMIT the certificate with TO the secretary of 2,713
state who shall, after filing or recording and indexing, forward 2,714
EVIDENCE OF the certificate FILING to the superintendent, 2,715
whereupon the credit union shall be dissolved. 2,717
(D) If the articles of a credit union have been canceled 2,719
for cause, or if a credit union has filed a certificate of 2,720
dissolution or has indicated an intention to file such 2,721
61
certificate, and the directors and officers of the credit union, 2,722
in the opinion of the superintendent, are not conducting the 2,723
liquidation proceedings in an expeditious, orderly, and efficient 2,724
manner or in the best interest of its members, the superintendent 2,725
may terminate the liquidation proceedings and issue an order 2,726
appointing a liquidating agent to liquidate the credit union in 2,727
accordance with this section. Such liquidating agent shall 2,728
furnish bond for the faithful discharge of his THE LIQUIDATING 2,729
AGENT'S duties in an amount to be approved by the superintendent. 2,731
(E) The liquidating agent may, under such rules as the 2,733
superintendent prescribes: 2,734
(1) Receive and take possession of the books, records, 2,736
assets, and property of every description of the credit union in 2,737
liquidation; sell, enforce collection of, and liquidate all such 2,738
assets and property; compound all bad or doubtful debts, sue in 2,739
the name of the credit union in liquidation, and defend such 2,740
actions as are brought against him as THE liquidating agent IN 2,742
THE CAPACITY AS SUCH or against the credit union; 2,743
(2) Receive, examine, and pass upon all claims against the 2,745
credit union in liquidation, including claims of members; 2,746
(3) Make distribution and payment to creditors and members 2,748
as their interests appear; 2,749
(4) Execute such documents and papers and do such other 2,751
acts as he THE LIQUIDATING AGENT deems necessary or desirable to 2,752
discharge his OFFICIAL duties. 2,753
(F) The expenses incurred by the liquidating agent in the 2,755
liquidation of the credit union include the compensation of the 2,756
liquidating agent and any other necessary or proper expenses 2,757
connected therewith, all of which shall be paid in order of 2,758
priority out of the property of such credit union in the hands of 2,759
the liquidating agent. Such expenses of liquidation, including 2,760
the compensation of the liquidating agent, are subject to 2,761
approval by the superintendent unless such agent is appointed by 2,762
the court. In no event shall the total of such expenses exceed 2,763
62
ten per cent of the assets of the credit union existing at the 2,764
date of the appointment of the liquidating agent, nor shall the 2,765
compensation of such agent exceed five per cent of such assets 2,766
upon such date or five thousand dollars, whichever is the lesser 2,767
amount. 2,768
(G) Subject to the prior approval of the superintendent, a 2,770
credit union may enter into a purchase and assumption agreement 2,771
to purchase any of the assets or assume any of the liabilities of 2,772
a credit union for which a liquidating agent has been appointed 2,773
by order of the superintendent in accordance with this section. 2,774
All persons, associations, and select groups eligible for 2,775
membership in the credit unions that are parties to the purchase 2,776
and assumption agreement shall be deemed to have a common bond of 2,777
association. The assumption of the field of membership may be 2,778
restricted, as specified in the purchase and assumption 2,779
agreement. 2,780
Sec. 1775.61. (A) To become a domestic limited liability 2,790
partnership, a partnership shall file with the secretary of state 2,792
a registration application on a form prescribed by the secretary 2,793
of state that contains only the following information:
(1) The name of the partnership; 2,795
(2) The address of the partnership's principal office, or, 2,797
if the partnership's principal office is not located in this 2,798
state, the address of the partnership office filing for 2,799
registration and the name and address of a statutory agent for 2,800
service of process within this state; 2,801
(3) A brief statement of the business in which the 2,803
partnership engages; 2,804
(4) A statement indicating that the partnership is 2,806
applying for status as a limited liability partnership; 2,808
(5) The effective date of the registration, which date may 2,810
be on or after the date of the filing of the registration 2,811
application.
(B) Every partnership filing a registration application 2,814
63
whose principal place of business is not in this state shall have 2,815
and maintain a statutory agent upon whom any process, notice, or 2,816
demand may be served. 2,817
(C) The registration application shall be executed by a 2,819
majority in interest of the partners or by one or more partners 2,820
authorized by the partnership to execute a registration 2,821
application. 2,822
(D) The registration application shall be accompanied by 2,825
the application fee specified in division (F) of section 111.16 2,826
of the Revised Code.
(E) The secretary of state shall register as a registered 2,828
limited liability partnership, any partnership that submits a 2,830
completed registration application with the required fee. 2,831
(F) If there has been substantial compliance by a 2,833
partnership with this chapter, the THE partnership becomes a 2,834
registered limited liability partnership upon filing its 2,835
completed registration application and the required fee with the 2,836
secretary of state or at any later date or time specified in the 2,837
registration application. A partnership continues to be a 2,839
limited liability partnership if the partnership has 2,840
substantially complied with the requirements of this chapter. 2,841
The status of a partnership as a limited liability partnership 2,842
shall not be adversely affected by minor errors or subsequent 2,843
changes in the information provided in a registration application 2,844
filed pursuant to division (A) of this section. 2,845
(G) IF ANY STATEMENT IN THE APPLICATION FOR REGISTRATION 2,847
OF A DOMESTIC LIMITED LIABILITY PARTNERSHIP WAS MATERIALLY FALSE 2,848
WHEN MADE OR IF ANY FACTS DESCRIBED HAVE CHANGED, THEREBY MAKING 2,849
THE APPLICATION INACCURATE IN ANY MATERIAL RESPECT, THE DOMESTIC 2,850
LIMITED LIABILITY PARTNERSHIP SHALL PROMPTLY FILE WITH THE 2,851
SECRETARY OF STATE A CERTIFICATE CORRECTING THE APPLICATION ON A
FORM PRESCRIBED BY THE SECRETARY OF STATE AND THE CERTIFICATE 2,852
SHALL BE SIGNED BY ONE OR MORE PARTNERS AUTHORIZED BY THE 2,853
PARTNERSHIP TO EXECUTE SUCH A STATEMENT OF CORRECTION. 2,854
64
(H) Registration as a domestic limited liability 2,857
partnership ceases if either of the following occurs: 2,859
(1) The registration is voluntarily withdrawn by filing 2,862
with the secretary of state, on a form prescribed by the
secretary of state, a written withdrawal notice executed by a 2,864
majority in interest of the partners or by one or more partners 2,865
authorized by the partnership to execute a withdrawal notice; 2,866
(2) The registration is canceled by the secretary of state 2,868
pursuant to section 1775.63 of the Revised Code. 2,869
(H) The secretary of state may provide forms for 2,871
registration applications. 2,872
Sec. 1775.62. (A) The name of a domestic registered 2,881
limited liability partnership shall contain the words "registered 2,883
partnership having limited liability" or "limited liability 2,884
partnership," or the abbreviation "P.L.L.," "PLL", "L.L.P.," or 2,886
"LLP" as the last words or letters of its name.
(B) The name of a foreign limited liability partnership 2,889
doing business in this state shall contain one of the following
as the last words or letters of its name: 2,890
(1) The words "registered limited liability partnership" 2,892
or "limited liability partnership"; 2,893
(2) The abbreviation "P.L.L.," "PLL," "L.L.P.," or "LLP"; 2,896
(3) Other similar words or abbreviations that are required 2,898
or authorized by the laws of the state where the partnership was 2,899
formed.
(C) THE NAME OF A DOMESTIC REGISTERED LIMITED LIABILITY 2,902
PARTNERSHIP OR FOREIGN LIMITED LIABILITY PARTNERSHIP SHALL BE 2,903
DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF THE SECRETARY 2,904
OF STATE FROM ALL OF THE FOLLOWING: 2,905
(1) THE NAME OF ANY OTHER LIMITED LIABILITY PARTNERSHIP 2,908
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 2,909
THIS CHAPTER, WHETHER DOMESTIC OR FOREIGN;
(2) THE NAME OF ANY DOMESTIC CORPORATION THAT IS FORMED 2,912
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE OR ANY FOREIGN 2,913
65
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 2,916
REVISED CODE;
(3) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 2,919
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 2,920
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,922
(4) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 2,924
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 2,926
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,928
(5) ANY TRADE NAME THE EXCLUSIVE RIGHT TO WHICH IS AT THE 2,930
TIME IN QUESTION REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,931
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,933
Sec. 1775.64. (A) Before transacting business in this 2,943
state, a foreign limited liability partnership shall file a 2,944
registration application with the secretary of state. The
application shall be on a form prescribed by the secretary of 2,945
state and shall set forth only the following information: 2,946
(1) The name of the partnership; 2,948
(2) The jurisdiction pursuant to the laws of which it was 2,950
organized as a limited liability partnership; 2,952
(3) The address of its principal office or, if the 2,954
partnership's principal office is not located in this state, the 2,955
address of a registered office; 2,956
(4) The name and address of its agent for service of 2,958
process in this state; 2,959
(5) A brief statement of the business in which the 2,961
partnership engages. 2,962
(B) A registration application shall be accompanied by the 2,964
application fee specified in division (F) of section 111.16 of 2,965
the Revised Code. 2,966
(C) A foreign limited liability partnership transacting 2,969
business in this state shall comply with the name, CORRECTION, 2,970
and annual reporting requirements set forth in division (G) OF 2,971
SECTION 1775.61, DIVISIONS (B) AND (C) of section 1775.62, and 2,972
section 1775.63 of the Revised Code and shall comply with any 2,974
66
statutory or administrative registration or filing requirements 2,975
governing the specific type of business in which the partnership 2,976
engages.
(D) The secretary of state shall register as a foreign 2,979
limited liability partnership, any foreign limited liability 2,980
partnership that submits a completed registration application
with the required fee. 2,981
(E) REGISTRATION AS A FOREIGN LIMITED LIABILITY 2,983
PARTNERSHIP CEASES IF EITHER OF THE FOLLOWING OCCURS: 2,984
(1) THE REGISTRATION IS VOLUNTARILY WITHDRAWN BY FILING 2,986
WITH THE SECRETARY OF STATE, ON A FORM PRESCRIBED BY THE 2,987
SECRETARY OF STATE, A WRITTEN WITHDRAWAL NOTICE SIGNED BY ONE OR 2,988
MORE PARTNERS AUTHORIZED BY THE PARTNERSHIP TO EXECUTE A 2,989
WITHDRAWAL NOTICE.
(2) THE REGISTRATION IS CANCELED BY THE SECRETARY OF STATE 2,991
PURSUANT TO SECTION 1775.63 OF THE REVISED CODE. 2,992
Sec. 1782.02. (A) The name of any limited partnership, as 3,001
set forth in its certificate of limited partnership, shall 3,002
include "Limited Partnership," "L.P.," "Limited," or "Ltd." and 3,003
shall not contain the name of a limited partner unless either of 3,004
the following are true:
(A)(1) It is also the name of a general partner; 3,006
(B)(2) The business of the limited partnership had been 3,008
carried on under that name before the admission of that limited 3,009
partner. 3,010
(B) THE NAME OF A LIMITED PARTNERSHIP SHALL BE 3,013
DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF THE SECRETARY 3,014
OF STATE FROM ALL OF THE FOLLOWING: 3,015
(1) THE NAME OF ANY OTHER LIMITED PARTNERSHIP REGISTERED 3,018
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO THIS CHAPTER, 3,019
WHETHER DOMESTIC OR FOREIGN;
(2) THE NAME OF ANY DOMESTIC CORPORATION THAT IS FORMED 3,022
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE OR ANY FOREIGN 3,023
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 3,026
67
REVISED CODE;
(3) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 3,029
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 3,030
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 3,032
(4) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 3,034
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 3,036
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 3,038
(5) ANY TRADE NAME THE EXCLUSIVE RIGHT TO WHICH IS AT THE 3,040
TIME IN QUESTION REGISTERED IN THE OFFICE OF THE SECRETARY OF 3,041
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 3,043
Sec. 1782.09. (A) A certificate of limited partnership 3,052
shall be amended by filing a certificate of amendment with the 3,053
secretary of state. The certificate of amendment shall be on a 3,054
form prescribed by the secretary of state and shall state all of 3,055
the following:
(1) The name of the limited partnership and the file 3,057
number assigned to it by the secretary of state; 3,058
(2) The date of the first filing of the certificate of 3,060
limited partnership and, if different, the date of the first 3,061
filing by the partnership with the secretary of state pursuant to 3,062
section 1782.63 of the Revised Code;
(3) The amendment to the certificate of limited 3,064
partnership. 3,065
(B) Within thirty days after the occurrence of any of the 3,067
following events, an amendment to a certificate of limited 3,068
partnership reflecting the occurrence of the event shall be filed 3,069
pursuant to division (A) of this section: 3,070
(1) A new general partner is admitted; 3,072
(2) A general partner withdraws; 3,074
(3) The business is continued pursuant to section 1782.44 3,076
of the Revised Code after an event of withdrawal of a general 3,077
partner; 3,078
(4) The address of the principal place of business of the 3,080
limited partnership changes; 3,081
68
(5) The name or identity of the statutory agent changes; 3,083
(6) The address of the statutory agent changes; 3,085
(7) The name of the limited partnership is changed. 3,087
(C) A general partner who becomes aware that any statement 3,089
in the certificate of limited partnership was materially false 3,090
when made or that any arrangements or other facts described have 3,091
changed, thereby making the certificate materially inaccurate, 3,092
promptly shall amend the certificate. 3,093
IF THE CERTIFICATE BECOMES INACCURATE BECAUSE THE 3,095
DESIGNATED AGENT CHANGES THE AGENT'S ADDRESS FROM THAT APPEARING 3,096
IN THE CERTIFICATE OF LIMITED PARTNERSHIP OR ANY SUBSEQUENT 3,097
AMENDMENT THERETO, THE LIMITED PARTNERSHIP, OR THE DESIGNATED 3,098
AGENT ON ITS BEHALF, SHALL FILE PROMPTLY WITH THE SECRETARY OF 3,099
STATE, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, AN 3,100
AMENDMENT SETTING FORTH THE NEW ADDRESS. 3,101
(D) A certificate of limited partnership may be amended at 3,103
any time for any other proper purpose the general partners 3,104
determine. 3,105
(E) A person is not liable because an amendment to a 3,107
certificate of limited partnership has not been filed to reflect 3,108
the occurrence of an event referred to in division (B) of this 3,109
section if the amendment is filed within the thirty-day period 3,110
specified in that division. 3,111
(F) A certificate of limited partnership may be restated 3,113
at any time by filing a restatement of the certificate of limited 3,114
partnership with the secretary of state. 3,115
Sec. 1782.13. (A)(1) Subject to section 1782.63 of the 3,124
Revised Code, one signed copy of the certificate of limited 3,125
partnership, any certificate of amendment, cancellation, 3,126
amendment of certificate of cancellation, disclaimer of general 3,127
partner status, or cancellation of disclaimer of general partner 3,128
status, or any judicial decree of amendment or cancellation shall 3,129
be filed with the secretary of state. 3,130
(2) A person who executes a certificate as described in 3,132
69
division (A)(1) of this section as an agent or fiduciary is not 3,133
required to exhibit evidence of his THE PERSON'S authority as a 3,134
prerequisite to filing that certificate. 3,136
(3) Upon receipt of all filing fees required by law, the 3,138
secretary of state shall endorse upon ACCEPT a certificate or 3,139
other document executed as described in division (A)(1) of this 3,141
section the fact of FOR filing and a file number and shall make a 3,143
copy of the certificate or other document in legible handwriting, 3,145
typewriting, printing, BY microfilm, or by any other authorized 3,146
photostatic OR DIGITIZED process. The certificate EVIDENCE of 3,147
other document certified by the secretary of state FILING shall 3,148
be returned to the person filing the certificate or document. 3,150
(B) Upon the filing of a certificate of amendment or 3,152
judicial decree of amendment with the secretary of state, the 3,153
certificate of limited partnership shall be amended as set forth 3,155
in the certificate or decree of amendment. Upon the effective 3,156
date of a certificate of cancellation or a judicial decree of 3,157
cancellation, the certificate of limited partnership shall be 3,158
canceled.
(C) The duties imposed upon the secretary of state by this 3,160
chapter are ministerial. The secretary of state shall not make 3,161
any determination regarding the legal sufficiency of any 3,162
certificate or other document presented for filing that appears 3,163
on its face to be legally sufficient.
Sec. 1782.48. Except as otherwise provided in the Ohio 3,172
Constitution:
(A) The laws of the state under which a foreign limited 3,174
partnership is organized govern its organization and internal 3,175
affairs and the liability of its limited partners; 3,176
(B) A EXCEPT AS PROVIDED IN SECTION 1782.51 OF THE REVISED 3,178
CODE, A foreign limited partnership may not be denied 3,179
registration by reason of any difference between those laws and 3,180
the laws of this state.
Sec. 1782.50. (A) Upon receipt of an application for 3,189
70
registration of a foreign limited partnership as described in 3,190
section 1782.49 of the Revised Code and all filing fees required 3,191
by law, the secretary of state shall endorse on ACCEPT the 3,192
application his FOR filing, the date of filing, and a file 3,194
number, and shall make a copy thereof in legible handwriting, 3,195
typewriting, printing, OF THE APPLICATION BY microfilm, or by any 3,196
authorized photostatic OR DIGITIZED process. The application 3,197
certified by EVIDENCE OF the secretary of state FILING shall be 3,198
returned to the person who filed it. 3,199
(B) Upon having been filed as provided in division (A) of 3,202
this section, an application for registration as a foreign
limited partnership shall be deemed to be the applicant's 3,203
certificate of registration as a foreign limited partnership in 3,204
this state. 3,205
Sec. 1782.52. If any statement in the application for 3,214
registration of a foreign limited partnership was materially 3,215
false when made or if any arrangements or other facts described 3,216
have changed, thereby making the application inaccurate in any 3,217
material respect, the foreign limited partnership shall promptly 3,218
file PROMPTLY with the secretary of state a certificate 3,219
correcting the application on a form prescribed by the secretary 3,220
of state and shall be signed by a general partner. 3,221
IF THE DESIGNATED AGENT CHANGES THE AGENT'S ADDRESS FROM 3,223
THAT APPEARING IN THE REGISTRATION APPLICATION OR ANY SUBSEQUENT 3,224
CORRECTION OF THE REGISTRATION APPLICATION, THE FOREIGN LIMITED 3,225
LIABILITY PARTNERSHIP, OR THE DESIGNATED AGENT ON ITS BEHALF, 3,226
SHALL FILE PROMPTLY WITH THE SECRETARY OF STATE, ON A FORM 3,227
PRESCRIBED BY THE SECRETARY OF STATE, A STATEMENT OF CORRECTION 3,228
SETTING FORTH THE NEW ADDRESS. 3,229
Sec. 3927.05. If any foreign insurance company, 3,238
association, or partnership doing business in this state makes an 3,239
application for a change of venue, or applies to remove a suit 3,240
begun in a court of this state, in which it has been sued by a 3,241
citizen of this state, to any federal court, or enters into any 3,242
71
compact or combination with other insurance companies, or 3,243
requires its agents to enter into any compact or combination with 3,244
other insurance agents or companies, for the purpose of 3,245
controlling the rates charged for fire insurance on property in 3,246
this state, or of controlling the per cent of commission or 3,247
compensation to be allowed agents for procuring contracts for 3,248
such insurance on such property, the superintendent of insurance 3,249
forthwith shall revoke and recall the license to it to do 3,250
business in this state, and no renewal thereof OF THE LICENSE 3,251
shall be granted for three years after its revocation. No such 3,252
company, association, or partnership shall transact any business 3,253
in this state until it is again licensed and authorized to do so. 3,254
This section does not prevent one or more of such companies 3,256
from employing a common agent to supervise defective structures, 3,257
or to advise respecting them, and to suggest improvements for 3,258
lessening their fire hazards, or to advise as to the relative 3,259
values of risks. 3,260
Sec. 5733.22. (A)(1) Any corporation whose articles of 3,269
incorporation or license certificate to do or transact business 3,270
in this state has expired or has been canceled or revoked by the 3,271
secretary of state as provided by law PURSUANT TO SECTION 5733.20 3,272
OF THE REVISED CODE for failure to make any report or return or 3,274
to pay any tax or fee, upon payment to the secretary of state of 3,275
any additional fees and penalties required to be paid to him, and 3,276
upon the filing with the secretary of state of a certificate from 3,277
the tax commissioner that it has complied with all the 3,278
requirements of law as to franchise or excise tax reports and 3,279
paid all franchise or excise taxes, fees, or penalties due 3,280
thereon for every year of its delinquency, and upon the payment 3,281
to the secretary of state of an additional fee of ten dollars, 3,282
shall be reinstated and again entitled to exercise its rights, 3,283
privileges, and franchises in this state, and the secretary of 3,284
state shall cancel the entry of cancellation or expiration to 3,285
exercise its rights, privileges, and franchises UPON COMPLIANCE 3,286
72
WITH ALL OF THE FOLLOWING:
(a) PAYMENT TO THE SECRETARY OF STATE OF ANY ADDITIONAL 3,289
FEES AND PENALTIES REQUIRED TO BE PAID TO THE SECRETARY OF STATE; 3,290
(b) FILING WITH THE SECRETARY OF STATE A CERTIFICATE FROM 3,293
THE TAX COMMISSIONER THAT IT HAS COMPLIED WITH ALL THE 3,294
REQUIREMENTS OF LAW AS TO FRANCHISE OR EXCISE TAX REPORTS AND 3,295
PAID ALL FRANCHISE OR EXCISE TAXES, FEES, OR PENALTIES DUE 3,296
THEREON FOR EVERY YEAR OF ITS DELINQUENCY; 3,297
(c) PAYMENT TO THE SECRETARY OF STATE OF AN ADDITIONAL FEE 3,300
OF TEN DOLLARS.
(1) If the reinstatement is not made within one year from 3,302
the date of the cancellation of its articles of incorporation or 3,303
date of the cancellation or expiration of its license to do 3,304
business, and it appears that the articles of incorporation or a 3,305
license certificate has been issued to a corporation of the same 3,306
or similar name, the 3,307
(2) THE applicant for reinstatement shall be required by 3,310
the secretary of state, as a condition prerequisite to such
reinstatement, to amend its articles by changing its name IF ALL 3,311
OF THE FOLLOWING APPLY: 3,312
(a) THE REINSTATEMENT IS NOT MADE WITHIN ONE YEAR FROM THE 3,315
DATE OF THE CANCELLATION OF ITS ARTICLES OF INCORPORATION OR DATE 3,316
OF THE CANCELLATION OF ITS LICENSE TO DO BUSINESS; 3,317
(b) IT APPEARS THAT THE APPLICANT'S ARTICLES OF 3,320
INCORPORATION OR LICENSE CERTIFICATE HAS BEEN ISSUED TO ANOTHER 3,321
ENTITY AND IS NOT DISTINGUISHABLE UPON THE RECORD FROM THE NAME 3,322
OF THE APPLICANT;
(c) IT APPEARS THAT THE ARTICLES OF ORGANIZATION OF A 3,324
LIMITED LIABILITY COMPANY, REGISTRATION OF A FOREIGN LIMITED 3,325
LIABILITY COMPANY, CERTIFICATE OF LIMITED PARTNERSHIP, 3,326
REGISTRATION OF A FOREIGN LIMITED PARTNERSHIP, REGISTRATION OF A 3,327
DOMESTIC OR FOREIGN LIMITED LIABILITY PARTNERSHIP, OR 3,328
REGISTRATION OF A TRADE NAME HAS BEEN ISSUED TO ANOTHER ENTITY 3,329
AND IS NOT DISTINGUISHABLE UPON THE RECORD FROM THE NAME OF THE 3,330
73
APPLICANT. A certificate of reinstatement may be filed in the 3,332
recorder's office of any county in the state, for which the 3,333
recorder shall charge and collect three dollars. 3,334
(2) If a domestic corporation applying for reinstatement 3,336
has not previously designated an agent upon whom process may be 3,337
served as required by section 1701.07 of the Revised Code, the 3,338
corporation shall at the time of reinstatement and as a 3,339
prerequisite thereto designate an agent in accordance with 3,340
section 1701.07 of the Revised Code. 3,341
Any officer, shareholder, creditor, or receiver of any such 3,343
corporation may at any time take all steps required by this 3,344
section to effect such reinstatement, and in such case the 3,345
designation of an agent upon whom process may be served shall not 3,346
be a prerequisite to the reinstatement of the corporation. 3,347
(B) The rights, privileges, and franchises of a 3,349
corporation whose articles of incorporation have been reinstated 3,350
in accordance with this section, are subject to section 1701.922 3,351
of the Revised Code.
(C) Notwithstanding a violation of section 5733.21 of the 3,353
Revised Code, upon reinstatement of a corporation's articles of 3,354
incorporation in accordance with this section, neither section 3,355
5733.20 nor section 5733.21 of the Revised Code shall be applied 3,356
to invalidate the exercise or attempt to exercise any right,
privilege, or franchise on behalf of the corporation by an 3,357
officer, agent, or employee of the corporation after cancellation 3,358
and prior to the reinstatement of the articles, if the conditions 3,359
set forth in divisions (B)(1)(a) and (b) of section 1701.922 of 3,360
the Revised Code are met.
Section 2. That existing sections 111.18, 111.201, 3,362
1309.14, 1309.39, 1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 3,363
1329.43, 1329.55, 1329.56, 1329.62, 1701.05, 1701.07, 1701.08, 3,364
1701.63, 1701.70, 1701.81, 1701.922, 1702.05, 1702.06, 1702.07, 3,365
1702.43, 1702.46, 1702.59, 1702.60, 1703.04, 1703.041, 1703.15, 3,366
1703.19, 1705.05, 1705.07, 1705.54, 1705.55, 1733.08, 1733.37, 3,367
74
1775.61, 1775.62, 1775.64, 1782.02, 1782.09, 1782.13, 1782.48, 3,370
1782.50, 1782.52, 3927.05, and 5733.22 and section 3909.16 of the 3,371
Revised Code are hereby repealed. 3,373