As Passed by the Senate 1
122nd General Assembly 4
Regular Session Sub. H. B. No. 579 5
1997-1998 6
REPRESENTATIVES COUGHLIN-TIBERI-GARCIA-WOMER BENJAMIN- 8
TERWILLEGER-WILLIAMS-CATES-MEAD-HODGES-LOGAN-GARDNER- 9
HARRIS-BATEMAN-JOHNSON-REID-STAPLETON-BRADING-CAREY-KASPUTIS- 10
MYERS-MOTTLEY-CORBIN-PERZ-MASON-GRENDELL-SALERNO-OLMAN-CORE 11
13
A B I L L
To amend sections 111.18, 111.201, 1309.14, 1309.39, 15
1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 16
1329.43, 1329.55, 1329.56, 1329.62, 1701.05, 17
1701.07, 1701.08, 1701.63, 1701.70, 1701.81, 18
1701.922, 1702.05, 1702.06, 1702.07, 1702.43, 19
1702.46, 1702.59, 1702.60, 1703.04, 1703.041, 21
1703.15, 1703.19, 1705.05, 1705.07, 1705.54, 23
1705.55, 1733.08, 1733.37, 1775.61, 1775.62,
1775.64, 1782.02, 1782.09, 1782.13, 1782.48, 25
1782.50, 1782.52, 3927.05, and 5733.22, to enact 26
section 1329.47, and to repeal section 3909.16 of 28
the Revised Code to revise the manner in which 29
the Secretary of State records certain filings 30
made by corporations, limited liability 31
companies, foreign limited liability companies, 32
credit unions, limited partnerships, and foreign 33
limited partnerships; to modify the conditions 34
under which a partnership becomes and continues 35
to be a registered domestic limited liability 36
partnership and allows such partnerships to file 38
with the Secretary of State a statement of 39
corrections regarding its registration 40
application; to specify the conditions under 42
which a foreign limited liability partnership's 43
registration ceases; to specify the contents of a 45
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fictitious name report; to provide for the 46
cancellation of marks of ownership; to provide 48
for one year of name protection from the date of 50
any corporate cancellation; to make other 51
revisions in the laws governing the availability 52
of trade names, trademarks, and service marks, 53
and for-profit and nonprofit corporate names, the 55
use of fictitious names, mark of ownership 57
statements, merger certificates, notification of
agent address changes, the amending of articles 60
of incorporation, and applications filed by a 61
foreign corporation for profit to conduct 62
business in this state; to eliminate the 63
requirement that a foreign corporation have its 64
license revoked if it tries to change venue or 65
remove a suit to federal court; to make changes 67
regarding the appointment of a statutory agent by 68
a foreign corporation; to modify the use of crops 69
growing or to be grown as security interests; and 71
to permit corporate directors to form committees 72
of one or more directors. 74
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 76
Section 1. That sections 111.18, 111.201, 1309.14, 78
1309.39, 1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 1329.43, 79
1329.55, 1329.56, 1329.62, 1701.05, 1701.07, 1701.08, 1701.63, 81
1701.70, 1701.81, 1701.922, 1702.05, 1702.06, 1702.07, 1702.43, 82
1702.46, 1702.59, 1702.60, 1703.04, 1703.041, 1703.15, 1703.19, 84
1705.05, 1705.07, 1705.54, 1705.55, 1733.08, 1733.37, 1775.61, 85
1775.62, 1775.64, 1782.02, 1782.09, 1782.13, 1782.48, 1782.50, 88
1782.52, 3927.05, and 5733.22 be amended and section 1329.47 of
the Revised Code be enacted to read as follows: 90
Sec. 111.18. (A) The secretary of state shall keep a 99
record of all fees collected by the secretary of state and, 100
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except as otherwise provided in this section and in sections 101
1309.401 and 1329.68 and division (C)(2) of section 3506.05 of 102
the Revised Code, shall pay them into the state treasury to the 103
credit of the general revenue fund. Twenty-five dollars of each 104
fee collected under divisions (A)(2), (F), (G)(2), and (I)(1) of 106
section 111.16 and division (C) of section 1703.031 of the 107
Revised Code, and all fees collected under divisions (I)(2) and 108
(N) of section 111.16 of the Revised Code, THE FOLLOWING FEES 109
shall be paid into the state treasury to the credit of the 111
corporate and uniform commercial code filing fund created in 112
section 1309.401 of the Revised Code:
(1) TWENTY-FIVE DOLLARS OF EACH FEE COLLECTED UNDER 114
DIVISIONS (A)(2), (F), (G)(2), AND (I)(1) OF SECTION 111.16 OF 116
THE REVISED CODE;
(2) TWENTY-FIVE DOLLARS OF EACH FEE COLLECTED UNDER 118
DIVISION (C) OF SECTION 1703.031 OF THE REVISED CODE; 120
(3) ALL FEES COLLECTED UNDER DIVISIONS (I)(2) AND (N) OF 123
SECTION 111.16 OF THE REVISED CODE;
(4) ALL FEES COLLECTED UNDER SECTION 1703.08 OF THE 126
REVISED CODE;
(5) EACH FIFTY-DOLLAR FEE FOR AMENDMENTS FILED BY FOREIGN 128
NONPROFIT CORPORATIONS UNDER SECTION 1703.27 OF THE REVISED CODE. 130
(B) The secretary of state may implement a credit card 132
payment program permitting payment of any fee charged by the 133
secretary of state by means of a credit card. The secretary of 134
state may open an account outside the state treasury in a 135
financial institution for the purpose of depositing credit card 136
receipts. Within forty-eight hours following the deposit of the 138
receipts, the financial institution shall make available to the 139
secretary of state funds in the amount of the receipts. The 140
secretary of state shall then pay these funds into the state
treasury to the credit of the general revenue fund, except as 141
otherwise provided by the Revised Code. 142
The secretary of state may pay the cost of any service 144
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charge required by a financial institution or credit card company 145
in connection with a credit card payment program. 146
The secretary of state shall adopt rules as necessary to 148
carry out the purposes of this division. The rules shall include 149
standards for determining eligible financial institutions and the 150
manner in which funds shall be made available and shall be 151
consistent with the standards contained in sections 135.03, 152
135.18, and 135.181 of the Revised Code. 153
Sec. 111.201. The secretary of state may make copies of 162
all documents filed with his THE SECRETARY OF STATE'S office 163
pursuant to any section of the Revised Code, in legible 164
handwriting, typewriter, printing, BY microfilm, or by any OTHER 165
authorized photostatic OR DIGITIZED process, and return or 166
destroy the ORIGINAL documents after they are copied. 168
Sec. 1309.14. (A) Subject to the provisions of section 177
1304.20 of the Revised Code on the security interest of a 178
collecting bank, sections 1309.112 and 1309.113 of the Revised 180
Code on security interests in investment property, and section 181
1309.11 of the Revised Code on a security interest arising under 183
sections 1302.01 to 1302.98 of the Revised Code, a security 184
interest is not enforceable against the debtor or third parties 185
with respect to the collateral and does not attach unless: 186
(1) The collateral is in the possession of the secured 188
party pursuant to agreement, the collateral is investment 189
property and the secured party has control pursuant to agreement, 190
or the debtor has signed a security agreement which contains a 192
description of the collateral and in addition, when the security 193
interest covers crops growing or to be grown or timber to be cut, 194
a description of the land concerned; and 195
(2) Value has been given; and 197
(3) The debtor has rights in the collateral. 199
(B) A security interest attaches when it becomes 201
enforceable against the debtor with respect to the collateral. 202
Attachment occurs as soon as all of the events specified in 203
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division (A) of this section have taken place unless explicit 204
agreement postpones the time of attaching. 205
(C) Unless otherwise agreed, a security agreement gives 207
the secured party the rights to proceeds provided by section 208
1309.25 of the Revised Code. 209
(D) A transaction, although subject to sections 1309.01 to 211
1309.50 of the Revised Code, is also subject to sections 1317.01 212
to 1317.99 and 1321.01 to 1321.33 of the Revised Code, and 213
divisions (A), (B), and (C) of section 1321.99 of the Revised 214
Code and in the event of conflict between the provisions of 215
sections 1309.01 to 1309.50, and 1317.01 to 1317.99, 1321.01 to 216
1321.33 of the Revised Code, and divisions (A), (B), and (C) of 217
section 1321.99 of the Revised Code, the provisions of sections 218
1317.01 to 1317.99, 1321.01 to 1321.33 of the Revised Code, and 219
divisions (A), (B), and (C) of section 1321.99 of the Revised 220
Code shall prevail. Failure to comply with such provisions has 221
only the effect provided therein. 222
Sec. 1309.39. (A) A financing statement shall state the 231
names of the debtor and the secured party, be signed by the 232
debtor, give an address of the secured party from which 233
information concerning the security interest may be obtained, 234
give a mailing address of the debtor, and include a statement 236
indicating the types, or describing the items, of collateral. A 237
financing statement shall be filed on a form prescribed by the 238
secretary of state. A financing statement filed in the office of 239
the county recorder shall also comply with Chapter 317. of the 240
Revised Code. A financing statement may be filed before a 241
security agreement is made or a security interest otherwise 242
attaches. When the financing statement covers crops growing or 243
to be grown, timber to be cut, or minerals or the like, including 244
oil and gas, or accounts subject to division (E) of section 245
1309.03 of the Revised Code, or when the financing statement is 246
filed as a fixture filing pursuant to section 1309.32 of the 247
Revised Code and the collateral is goods that are or are to 248
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become fixtures, the statement must also comply with division (D) 249
of this section. 250
(B) A financing statement that otherwise complies with 252
division (A) of this section is sufficient when it is signed by 253
the secured party instead of the debtor if it is filed to perfect 254
a security interest in any of the following: 255
(1) Collateral already subject to a security interest in 257
another jurisdiction when it is brought into this state or when 258
the debtor's location is changed to this state. Such a financing 259
statement must state that the collateral was brought into this 260
state or that the debtor's location was changed to this state 261
under such circumstances;. 262
(2) Proceeds under section 1309.25 of the Revised Code if 264
the security interest in the original collateral was perfected. 265
Such a financing statement must describe the original 266
collateral;.
(3) Collateral as to which the filing has lapsed; 268
(4) Collateral acquired after a change of name, identity, 271
or corporate structure of the debtor under division (F) of this 273
section.
(C) A financing statement may be amended by filing a 275
writing signed by both the debtor and the secured party. The 276
amendment shall be filed on a form prescribed by the secretary of 277
state. An amendment filed in the office of the county recorder 278
shall also comply with Chapter 317. of the Revised Code. An 279
amendment does not extend the period of effectiveness of a 280
financing statement. If any amendment adds collateral, it is
effective as to the added collateral only from the filing date of 281
the amendment. In sections 1309.01 to 1309.50 of the Revised 282
Code, unless the context otherwise requires, the term "financing 283
statement" means the original financing statement and any 284
amendments. 285
(D) A financing statement covering crops growing or to be 287
grown or timber to be cut or minerals or the like, including oil 288
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and gas, or accounts subject to division (E) of section 1309.03 289
of the Revised Code, or a financing statement filed as a fixture 290
filing pursuant to section 1309.32 of the Revised Code must show 291
that it covers this type of collateral, must recite that it is to 292
be indexed in the real estate records of the county in which the 293
real estate is situated, and the financing statement must contain 294
a description of the real estate sufficient if it were contained 295
in a mortgage of the real estate to give constructive notice of 296
the mortgage under the law of this state. If the debtor does not 297
have an interest of record in the real estate, the financing 298
statement must show the name of a record owner or record lessee. 299
(E) A mortgage is effective as a financing statement filed 301
as a fixture filing from the date of its recording if (1) the 302
goods are described in the mortgage by item or type, (2) the 303
goods are or are to become fixtures related to the real estate 304
described in the mortgage, (3) the mortgage complies with the 305
requirements for a financing statement in this section other than 306
a recital that it is to be indexed in the real estate records, 307
and (4) the mortgage is duly recorded. No fee with reference to 308
the financing statement is required other than the regular 309
recording and satisfaction fees with respect to the mortgage. 310
(F) A financing statement sufficiently shows the name of 312
the debtor if it gives the individual, partnership, or corporate 313
name of the debtor, whether or not it adds other trade names or 314
the names of partners. Where the debtor so changes the debtor's 315
name or in the case of an organization its name, identity or 316
corporate structure that a filed financing statement becomes 317
seriously misleading, the filing is not effective to perfect a 318
security interest in collateral acquired by the debtor more than 319
four months after the change, unless a new appropriate financing 320
statement is filed before the expiration of that time. A filed 321
financing statement remains effective with respect to collateral 322
transferred by the debtor even though the secured party knows of 323
or consents to the transfer. 324
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(G) A financing statement substantially complying with the 326
requirements of this section is effective even though it contains 327
minor errors which are not seriously misleading. 328
Sec. 1329.01. (A) As used in sections 1329.01 to 1329.10 337
of the Revised Code: 338
(1) "Trade name" means a name used in business or trade to 340
designate the business of the user and to which the user asserts 341
a right to exclusive use. 342
(2) "Fictitious name" means a name used in business or 344
trade that is fictitious and that the user has not registered or 345
is not entitled to register as a trade name. It does not include 346
the name of record of any DOMESTIC CORPORATION THAT IS FORMED 348
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE, ANY FOREIGN 350
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 352
REVISED CODE, ANY DOMESTIC OR FOREIGN LIMITED LIABILITY COMPANY 353
THAT IS FORMED UNDER OR REGISTERED PURSUANT TO CHAPTER 1705. OF 354
THE REVISED CODE, ANY domestic or foreign limited partnership 355
that is formed under or registered pursuant to Chapter 1782. of 356
the Revised Code, or the name of record of any domestic or 357
foreign limited liability partnership that is organized FORMED 359
UNDER or registered pursuant to Chapter 1775. of the Revised 360
Code.
(3) "Person" includes any individual, general partnership, 362
limited partnership, LIMITED LIABILITY PARTNERSHIP, corporation, 363
association, professional association, limited liability company, 365
society, foundation, federation, or organization formed under the 366
laws of this state or any other state. 367
(B) Subject to sections 1329.01 to 1329.10 of the Revised 369
Code, any person may register with the secretary of state, on a 370
form prescribed by the secretary of state, any trade name under 372
which the person is operating, setting forth all of the 373
following:
(1) The name and business address of the applicant for 375
registration and any of the following that is applicable: 376
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(a) If the applicant is a general partnership, the names 379
and residence addresses of all of the partners; 380
(b) If the applicant is a limited partnership existing 382
prior to July 1, 1994, that has not registered with the secretary 383
of state pursuant to Chapter 1782. of the Revised Code, the name 384
of the Ohio county in which its certificate of limited 386
partnership or application for registration as a foreign limited 387
partnership is filed;
(c) If the applicant is a limited partnership to which 389
division (B)(1)(b) of this section does not apply or is a 390
corporation, professional association, limited liability company, 392
or other entity, the form of the entity and the state under the 393
laws of which it was formed.
(2) The trade name to be registered; 395
(3) The general nature of the business conducted by the 397
applicant; 398
(4) The length of time during which the trade name has 400
been used by the applicant in business operations in this state. 402
(C) The TRADE NAME application shall be signed by the 404
applicant or by a member or officer ANY AUTHORIZED REPRESENTATIVE 405
of the applicant. 406
A single trade name may be registered upon each TRADE NAME 408
application submitted under sections 1329.01 to 1329.10 of the 409
Revised Code.
The TRADE NAME application shall be accompanied by a filing 411
fee of twenty dollars, payable to the secretary of state. 412
(D) Any person who does business under a fictitious name 414
and who has not registered and does not wish to register the 415
fictitious name as a trade name or who cannot do so because the 416
name is not available for registration shall report the use of 417
the fictitious name to the secretary of state. The, ON A FORM 419
PRESCRIBED BY THE secretary of state shall prescribe, SETTING 421
FORTH ALL OF the form for the report that shall include the 422
FOLLOWING:
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(1) THE name and BUSINESS address of the user; AND ANY OF 425
the nature of the business conducted; the exact form of the
fictitious name used; if FOLLOWING THAT IS APPLICABLE: 426
(a) IF the user is a general partnership, the names and 428
residence addresses of all the partners; and, if 429
(b) IF the user is a limited partnership EXISTING PRIOR TO 432
JULY 1, 1994, the name and residence address of the general 434
partners. The secretary of state shall give information
concerning the identity of the user to anyone who inquires 435
concerning it THAT HAS NOT BEEN REGISTERED WITH THE SECRETARY OF 436
STATE PURSUANT TO CHAPTER 1782. OF THE REVISED CODE, THE NAME OF 437
THE OHIO COUNTY IN WHICH ITS CERTIFICATE OF LIMITED PARTNERSHIP 438
OR APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED PARTNERSHIP 439
IS FILED;
(c) IF THE USER IS A LIMITED PARTNERSHIP TO WHICH DIVISION 441
(D)(1)(b) OF THIS SECTION DOES NOT APPLY OR IS A CORPORATION, 443
PROFESSIONAL ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER
ENTITY, THE FORM OF THE ENTITY AND THE STATE UNDER WHOSE LAWS IT 444
WAS FORMED.
(2) THE FICTITIOUS NAME BEING USED; 446
(3) THE GENERAL NATURE OF THE BUSINESS CONDUCTED BY THE 448
USER.
(E) THE REPORT OF USE OF A FICTITIOUS NAME SHALL BE SIGNED 450
BY THE USER OR BY ANY AUTHORIZED REPRESENTATIVE OF THE USER. 451
A SINGLE FICTITIOUS NAME MAY BE REGISTERED UPON EACH 453
FICTITIOUS NAME REPORT SUBMITTED UNDER SECTIONS 1329.01 TO 454
1329.10 OF THE REVISED CODE.
THE FICTITIOUS NAME REPORT SHALL BE ACCOMPANIED BY A FILING 456
FEE OF TEN DOLLARS, PAYABLE TO THE SECRETARY OF STATE. 457
A report under this division shall be made within thirty 459
days after the date of the first use of the fictitious name. 460
Sec. 1329.02. (A) The secretary of state shall not file 470
an application for the registration of any trade name if the 471
application indicates or implies that the trade name is connected 472
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with a government agency of this state, another state, or the 473
United States and the trade name is not so connected or if the 474
application indicates or implies that the applicant is 475
incorporated and the application is not incorporated. 476
Additionally, the secretary of state shall not file an 477
application for the registration of any trade name if it is not 478
distinguishable upon the records in the office of the secretary 479
of state from any other trade name previously registered under 480
sections 1329.01 to 1329.03 of the Revised Code, any corporate 481
name, whether nonprofit or for profit and whether that of a 482
domestic corporation or of a foreign corporation authorized to do 484
business in this state, THE NAME OF ANY LIMITED LIABILITY COMPANY 485
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 487
CHAPTER 1705. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN,
THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP REGISTERED IN THE 489
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1775. OF THE 490
REVISED CODE, WHETHER DOMESTIC OR FOREIGN, THE NAME OF ANY 491
LIMITED PARTNERSHIP REGISTERED IN THE OFFICE OF THE SECRETARY OF 492
STATE PURSUANT TO CHAPTER 1782. OF THE REVISED CODE, WHETHER 493
DOMESTIC OR FOREIGN, or any trademark, or service mark previously 495
filed and recorded in the office of the secretary of state and 496
not abandoned, unless the written consent of the corporation, 497
LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR 498
LIMITED PARTNERSHIP, or the person to whom is registered the 499
exclusive right to use the trade name is filed in accordance with 500
division (C) of section 1701.05 of the Revised Code with the 501
application or the written consent of the former registrant of 502
the trademark or service mark is filed with the application. The 503
application for the registration of a trade name and the consent 504
form shall be on a form prescribed by the secretary of state. 506
(B) The secretary of state shall determine for purposes of 508
this section whether a name is distinguishable from another name 509
in a manner consistent with the provisions of division (B) of 510
section 1701.05 of the Revised Code. 511
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Sec. 1329.03. Upon compliance by the applicant OR USER 521
with the requirements of sections 1329.01 to 1329.10, inclusive, 523
of the Revised Code, the secretary of state shall cause a 525
certificate of registration to be issued and delivered to the 527
applicant. The certificate of registration shall be issued under
the signature and seal of the secretary of state, and it shall 528
show the name and business address of the applicant, the name, 529
title, or designation registered, the date of first use claimed, 530
the date of registration and the term of registration ACCEPT A 532
DOCUMENT FOR FILING AND MAKE A COPY OF THE DOCUMENT BY MICROFILM 533
OR BY ANY AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE 534
OF THE FILING SHALL BE RETURNED TO THE PERSON FILING THE 535
DOCUMENT.
Sec. 1329.08. The secretary of state shall cancel from the 544
secretary of state's files: 545
(A) Any registration concerning which the secretary of 547
state receives a voluntary request in writing, on a form 548
prescribed by the secretary of state, for cancellation of the 549
registration from the registrant or the assignee of record; 550
(B) All registrations granted under sections 1329.01 to 552
1329.10 of the Revised Code that are not renewed in accordance 553
with sections 1329.01 to 1329.10 of the Revised Code; 554
(C) Any registration concerning which THAT the secretary 556
of state or a court of competent jurisdiction finds: 557
(1) That the registered trade name has been abandoned; 559
(2) That the registration was granted improperly.; 561
(D) Any registration ordered cancelled by a court of 563
competent jurisdiction on any ground. 564
Sec. 1329.42. A person who uses in this state a name, 573
mark, or device to indicate ownership of articles or supplies may 574
file in the office of the secretary of state, on a form to be 575
prescribed by him THE SECRETARY OF STATE, a verified statement 576
setting forth, but not limited to, the following information: 578
(A) The name and business address of the person filing the 580
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statement; and, if a corporation, the state of incorporation; 581
(B) The nature of the business of the applicant; 583
(C) The type of articles or supplies in connection with 585
which the name, mark, or device is used. 586
The statement shall include or be accompanied by a copy, 588
specimen, facsimile, or counterpart EVIDENCING ACTUAL USE of the 589
name, mark, or device, together with a filing fee of twenty 591
dollars. The registration of a name, mark, or device pursuant to 592
this section is effective for a ten-year period beginning on the 593
date of registration. If an application for renewal is filed 594
within six months prior to the expiration of the ten-year period 595
on a form prescribed by the secretary of state, the registration 596
may be renewed at the end of each ten-year period for an 597
additional ten-year period. A renewal fee of ten dollars shall 598
accompany the application for renewal. The secretary of state 599
shall notify a registrant within the six months next preceding 600
the expiration of ten years from the date of registration of the 601
necessity of renewal by writing to the last known address of the 602
registrant.
Sec. 1329.43. Upon compliance with the requirements of 612
sections 1329.41 to 1329.53, inclusive, of the Revised Code, the 613
secretary of state shall cause a certificate to be issued and 615
delivered ACCEPT A DOCUMENT FOR FILING AND MAKE A COPY OF THE 616
DOCUMENT BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 617
DIGITIZED PROCESS. EVIDENCE OF THE FILING SHALL BE RETURNED to
the person filing the statement DOCUMENT. The certificate shall 619
be issued over the signature of the secretary of state and seal 621
of secretary of state, and it shall show the name and business
address of the person claiming ownership of the articles or 622
supplies upon which the name, mark or device is produced; the 623
nature of the business of the applicant; the type of articles or 624
supplies on which the name, mark or device is produced and used; 626
a copy, specimen, facsimile or counterpart of such name, mark or 627
device as filed in the secretary of state's office, or a 628
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reproduction thereof; and the filing date. 630
Any certificate issued under the provisions hereof and duly 633
certified by the secretary of state, or a A certified copy of the 634
statement ANY DOCUMENT filed, UNDER THIS SECTION shall be 635
admissible in evidence in any action or judicial proceedings in 636
any court of this state as competent and sufficient proof of the 637
filing pursuant to sections 1329.41 to 1329.53, inclusive, of the 638
Revised Code, and shall be prima facie evidence of the ownership 640
by the person filing hereunder of all articles and supplies upon 641
which such name, mark, or device is produced. 642
Sec. 1329.47. THE SECRETARY OF STATE SHALL CANCEL FROM THE 644
REGISTER ALL OF THE FOLLOWING: 645
(A) ANY REGISTRATION CONCERNING WHICH THE SECRETARY OF 647
STATE RECEIVES A VOLUNTARY REQUEST IN WRITING FOR THE 648
CANCELLATION OF THE REGISTRATION FROM THE REGISTRANT OR THE 649
ASSIGNEE OF RECORD;
(B) ANY REGISTRATION GRANTED UNDER SECTIONS 1329.41 TO 651
1329.45 OF THE REVISED CODE, NOT RENEWED IN ACCORDANCE WITH THE 652
PROVISIONS OF THOSE SECTIONS;
(C) ANY REGISTRATION THAT THE SECRETARY OF STATE FINDS WAS 655
GRANTED IMPROPERLY;
(D) ANY REGISTRATION ORDERED CANCELED BY A COURT OF 657
COMPETENT JURISDICTION ON ANY GROUND. 658
Sec. 1329.55. A trade-mark TRADEMARK or service mark by 667
which the goods or services of any applicant for registration may 669
be distinguished from the goods or services of others shall not 670
be registered if it consists of or comprises any one or more of 671
the following:
(A) Immoral, deceptive, or scandalous matter; 673
(B) Matter which may disparage or falsely suggest a 675
connection with persons, living or dead, institutions, beliefs, 676
or national symbols, or bring them into contempt or disrepute; 677
(C) The flag or coat of arms or other insignia of the 679
United States, or of any state or municipality, or of any foreign 680
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nation, or any simulation thereof; 681
(D) The name, signature, or portrait of any living 683
individual, except with his THE INDIVIDUAL'S written consent; 684
(E) A mark which: 686
(1) When applied to the goods or services of the 688
applicant, is merely descriptive or deceptively misdescriptive of 689
them;
(2) When applied to the goods or services of the applicant 691
is primarily geographically descriptive or deceptively 692
misdescriptive of them;
(3) Is primarily merely a surname; provided, that nothing 694
in division (E) of this section shall prevent the registration of 695
a mark used in this state by the applicant which has become 696
distinctive of the applicant's goods or services. The secretary 697
of state may accept as evidence that the mark has become 698
distinctive, as applied to the applicant's goods or services,
proof of substantially exclusive and continuous use thereof as a 699
mark by the applicant in this state or elsewhere for the five 700
years next preceding the date of the filing of the application 701
for registration;.
(F) A trade-mark TRADEMARK or service mark which so 703
resembles a trade-mark TRADEMARK or service mark registered in 705
this state or a trade-mark TRADEMARK, service mark, corporate 706
name, LIMITED LIABILITY COMPANY NAME, LIMITED LIABILITY
PARTNERSHIP NAME, LIMITED PARTNERSHIP NAME, or trade name 707
previously used in this state by another and not abandoned, as 708
likely, when applied to the goods or services of the applicant, 709
to cause confusion or mistake or to deceive; 710
(G) A trade-mark TRADEMARK or service mark which so 712
resembles a trade-mark TRADEMARK or service mark registered in 714
the United States patent office by another and not abandoned, as 715
to be likely, when applied to the goods or services of the
applicant, to cause confusion or mistake or to deceive; provided, 716
that should THE applicant prove that he THE APPLICANT is the 717
16
owner of a concurrent registration in the United States patent 719
office of his trade-mark THE APPLICANT'S TRADEMARK or service 720
mark covering an area including this state, THE applicant may 721
register his trade-mark THE APPLICANT'S TRADEMARK or service mark 723
in accordance with this section.
Sec. 1329.56. Subject to the limitations set forth in 733
sections 1329.54 to 1329.67 of the Revised Code, any person who 734
adopts and uses a trademark or service mark in this state may 735
file in the office of the secretary of state, on a form to be 736
prescribed by the secretary of state, an application for 737
registration of that trademark or service mark setting forth, but 738
not limited to, the following information: 739
(A) The name and business address of the person applying 741
for the registration; and, if a corporation, the state of 742
incorporation; 743
(B) The goods or services in connection with which the 745
mark is used and the mode or manner in which the mark is used in 746
connection with the goods or services and the class in which the 747
goods or services fall; 748
(C) The date when the trademark or service mark was first 750
used anywhere and the date when it was first used in this state 751
by the applicant or his THE APPLICANT'S predecessor in business; 752
(D) A statement that the applicant is the owner of the 754
trademark or service mark and that no other person has the right 755
to use the trademark or service mark in the state either in the 756
identical form thereof, or in such near resemblance thereto, as 757
might be calculated to deceive or be mistaken therefor; 758
(E) A statement that no other person has a registration of 760
the same or a confusingly similar trademark or service mark in 761
the United States patent office for the same or similar goods or 762
services or a statement that THE applicant is the owner of a 763
concurrent registration in the United States patent office of his 764
THE APPLICANT'S trademark or service mark covering an area 765
including this state. 766
17
The application shall be signed and verified by the 768
applicant or, by a member AN AUTHORIZED REPRESENTATIVE of the 770
firm, LIMITED LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, 771
GENERAL PARTNERSHIP, OR LIMITED PARTNERSHIP, or BY an officer of 773
the corporation, union, or association applying.
The application shall be accompanied by a specimen or 775
facsimile of the trademark or service mark as actually used and 776
shall contain a brief description of the trademark or service 777
mark as it appears on the specimen or facsimile. 778
The application for registration shall be accompanied by a 780
filing fee of twenty dollars, payable to the secretary of state. 781
Sec. 1329.62. The secretary of state shall cancel from the 790
register: 791
(A) Any registration concerning which THAT the secretary 793
of state receives a voluntary request in writing, on a form 794
prescribed by the secretary of state, for cancellation of the 796
registration from the registrant or the assignee of record;
(B) Any registration granted under sections 1329.54 to 798
1329.67 of the Revised Code, not renewed in accordance with the 799
provisions thereof; 800
(C) Any registration concerning which THAT the secretary 802
of state or a court of competent jurisdiction finds that: 803
(1) The registered trademark or service mark has been 805
abandoned; 806
(2) The registrant is not the owner of the trademark or 808
service mark; 809
(3) The registration was granted improperly; 811
(4) The registration was obtained fraudulently; 813
(5) The registered trademark or service mark is so 815
similar, as to be likely to cause confusion or mistake or to 816
deceive, to a trademark or service mark registered by another 817
person in the United States patent office, prior to the date of 818
the filing of the application for registration by the registrant 819
hereunder, and not abandoned; provided, that should the 820
18
registrant prove that the registrant is the owner of a concurrent 822
registration of the registrant's trademark or service mark in the 823
United States patent office covering an area including this 824
state, the registration mentioned in this section shall not be 825
cancelled.
(D) Any registration of which ORDERED CANCELED BY a court 827
of competent jurisdiction orders cancellation on any ground. 828
Sec. 1701.05. (A) Except as provided in this section, and 837
in sections 1701.75, 1701.78, and 1701.82 of the Revised Code, 838
which sections relate to the reorganization, merger, and 839
consolidation of corporations, the corporate name of a domestic 840
corporation shall comply with all of the following: 841
(1) It shall end with or include the word or abbreviation 843
"company," "co.," "corporation," "corp.," "incorporated," or 844
"inc." 845
(2) It shall be distinguishable upon the records in the 847
office of the secretary of state from the ALL OF THE FOLLOWING: 848
(a) THE name of any other corporation, whether nonprofit 851
or for profit and whether that of a domestic or of a foreign 852
corporation authorized to do business in this state, and from 853
any;
(b) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 855
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 856
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 857
(c) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 860
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 861
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 863
(d) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 866
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 868
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 869
(e) ANY trade name the exclusive right to which is at the 872
time in question registered in the office of the secretary of 873
state pursuant to Chapter 1329. of the Revised Code.
(3) It shall not contain any language that indicates or 875
19
implies that the corporation is connected with a government 876
agency of this state, another state, or the United States. 877
(B) The secretary of state shall determine for purposes of 879
this section whether a name is "distinguishable" from another 880
name upon his THE SECRETARY OF STATE'S records. Without 881
excluding other names that may not constitute distinguishable 883
names in this state, a name is not considered distinguishable 884
from another name for purposes of this section solely because it 885
differs from the other name in only one or more of the following 886
manners:
(1) The use of the word "corporation," "company," 888
"incorporated," "limited," or any abbreviation of any of those 890
words; 891
(2) The use of any article, conjunction, contraction, 893
abbreviation, or punctuation; 894
(3) The use of a different tense or number of the same 896
word. 897
(C) A corporation may apply to the secretary of state for 899
authorization to use a name that is not distinguishable upon the 900
secretary of state's records from the name of any other 901
corporation, LIMITED LIABILITY COMPANY, LIMITED LIABILITY 902
PARTNERSHIP, OR LIMITED PARTNERSHIP, or from a registered trade 903
name, if there also is filed in the office of the secretary of 905
state, on a form prescribed by the secretary of state, the 906
consent of the other corporation ENTITY or, in the case of a 907
registered trade name, the person to whom IN WHOSE NAME is 908
registered the exclusive right to use the name, which consent is 910
evidenced in a writing signed by any authorized officer of the 911
other corporation or any authorized party REPRESENTATIVE of the 912
other ENTITY OR person.
(D) In case of judicial sale or judicial transfer, by sale 914
or transfer of good will or otherwise, of the right to use the 915
name of a corporation (, whether nonprofit or for profit, and 916
whether that of a domestic corporation or of a foreign 917
20
corporation authorized to exercise its corporate privileges in 918
this state or to do business in this state), the secretary of 919
state, at the instance of the purchaser or transferee of such 920
right, shall accept for filing articles of a corporation with a 921
name the same as or similar to the name of such other 922
corporation, if there ALSO is also filed in the office of the 923
secretary of state a certified copy of the decree or order of 924
court confirming or otherwise evidencing the purchase or 925
transfer. 926
(E) Any person who wishes to reserve a name for a proposed 928
new corporation, or any corporation intending to change its name, 929
may submit to the secretary of state a written application, on a 930
form prescribed by the secretary of state, for the exclusive 931
right to use a specified name as the name of a corporation. If 933
the secretary of state finds that, under this section, the 934
specified name is available for such use, the secretary of state 935
shall endorse his or her approval upon and file such THE 937
application and, from the date of such endorsement THE FILING, 938
such THE applicant shall have the exclusive right for sixty days 939
to use the specified name as the name of a corporation, counting 940
the date of such endorsement FILING as the first of sixty days. 942
The right so obtained may be transferred by the applicant or 943
other holder thereof by the filing in the office of the secretary 944
of state of a written transfer, ON A FORM PRESCRIBED BY THE 945
SECRETARY OF STATE, stating the name and address of the 946
transferee.
(F) For filing under this section any application or other 948
document, other than articles or a consent to the use of a name, 949
the secretary of state shall charge and collect a fee of five 950
dollars. 951
Sec. 1701.07. (A) Every corporation shall have and 960
maintain an agent, sometimes referred to as the "statutory 961
agent," upon whom any process, notice, or demand required or 962
permitted by statute to be served upon a corporation may be 963
21
served. The agent may be a natural person who is a resident of 964
this state or may be a domestic corporation or a foreign 965
corporation holding a license as such under the laws of this 966
state, that is authorized by its articles of incorporation to act 967
as such agent and that has a business address in this state. 968
(B) The secretary of state shall not accept original 970
articles for filing unless there is filed with the articles a 971
written appointment of an agent that is signed by the 972
incorporators of the corporation or a majority of them and a 973
written acceptance of the appointment that is signed by the 974
agent. In all other cases, the corporation shall appoint the 975
agent and shall file in the office of the secretary of state a 976
written appointment of the agent that is signed by any authorized 977
officer of the corporation and a written acceptance of the 978
appointment that is either the original acceptance signed by the 979
agent or a photocopy, facsimile, or similar reproduction of the 981
original acceptance signed by the agent. 982
(C) The written appointment of an agent shall set forth 984
the name and address in this state of the agent, including the 985
street and number or other particular description, and shall 986
otherwise be in such form as the secretary of state prescribes. 987
The secretary of state shall keep a record of the names of 988
corporations, and the names and addresses of their respective 989
agents. 990
(D) If any agent dies, removes from the state, or resigns, 992
the corporation shall forthwith appoint another agent and file 993
with the secretary of state, on a form prescribed by the 994
secretary of state, a written appointment of the agent. 995
(E) Unless the change is reported on the annual report 997
filed with the department of taxation, if the agent changes the 999
agent's address from that appearing upon the record in the office 1,000
of the secretary of state, the corporation OR THE AGENT shall 1,001
forthwith file with the secretary of state, on a form prescribed 1,003
by the secretary of state, a written statement setting forth the 1,004
22
new address.
(F) An agent may resign by filing with the secretary of 1,006
state, on a form prescribed by the secretary of state, a written 1,008
notice to that effect that is signed by the agent and by sending 1,010
a copy of the notice to the corporation at the current or last 1,011
known address of its principal office on or prior to the date the 1,012
notice is filed with the secretary of state. The notice shall 1,013
set forth the name of the corporation, the name and current 1,014
address of the agent, the current or last known address,
including the street and number or other particular description, 1,015
of the corporation's principal office, the resignation of the 1,016
agent, and a statement that a copy of the notice has been sent to 1,017
the corporation within the time and in the manner prescribed by 1,018
this division. Upon the expiration of thirty days after the 1,019
filing, the authority of the agent shall terminate. 1,020
(G) A corporation may revoke the appointment of an agent 1,022
by filing with the secretary of state, on a form prescribed by 1,023
the secretary of state, a written appointment of another agent 1,025
and a statement that the appointment of the former agent is 1,026
revoked.
(H) Any process, notice, or demand required or permitted 1,028
by statute to be served upon a corporation may be served upon the 1,029
corporation by delivering a copy of it to its agent, if a natural 1,030
person, or by delivering a copy of it at the address of its agent 1,031
in this state, as the address appears upon the record in the 1,032
office of the secretary of state. If (1) the agent cannot be 1,033
found, or (2) the agent no longer has that address, or (3) the 1,034
corporation has failed to maintain an agent as required by this 1,035
section, and if in any such case the party desiring that the 1,036
process, notice, or demand be served, or the agent or 1,037
representative of the party, shall have filed with the secretary 1,038
of state an affidavit stating that one of the foregoing 1,039
conditions exists and stating the most recent address of the 1,040
corporation that the party after diligent search has been able to 1,043
23
ascertain, then service of process, notice, or demand upon the
secretary of state, as the agent of the corporation, may be 1,044
initiated by delivering to the secretary of state or at the 1,046
secretary of state's office quadruplicate copies of such process, 1,047
notice, or demand and by paying to the secretary of state a fee 1,048
of five dollars. The secretary of state shall forthwith give 1,049
notice of the delivery to the corporation at its principal office 1,050
as shown upon the record in the secretary of state's office and 1,052
at any different address shown on its last franchise tax report 1,053
filed in this state, or to the corporation at any different 1,054
address set forth in the above mentioned affidavit, and shall 1,055
forward to the corporation at said addresses, by certified mail, 1,056
with request for return receipt, a copy of the process, notice, 1,057
or demand; and thereupon service upon the corporation shall be 1,058
deemed to have been made. 1,059
(I) The secretary of state shall keep a record of each 1,061
process, notice, and demand delivered to the secretary of state 1,063
or at the secretary of state's office under this section or any 1,064
other law of this state that authorizes service upon the 1,065
secretary of state, and shall record the time of the delivery and 1,066
the action thereafter with respect thereto. 1,067
(J) This section does not limit or affect the right to 1,069
serve any process, notice, or demand upon a corporation in any 1,070
other manner permitted by law. 1,071
(K) Every corporation shall state in each annual report 1,073
filed by it with the department of taxation the name and address 1,074
of its statutory agent. 1,075
(L) Except when an original appointment of an agent is 1,077
filed with the original articles, a written appointment of an 1,078
agent or a written statement filed by a corporation with the 1,079
secretary of state shall be signed by any authorized officer of 1,080
the corporation or by the incorporators of the corporation or a 1,081
majority of them if no directors have been elected. 1,082
(M) For filing a written appointment of an agent other 1,084
24
than one filed with original articles, and for filing a statement 1,085
of change of address of an agent, the secretary of state shall 1,086
charge and collect a fee of three dollars. 1,087
(N) Upon the failure of a corporation to appoint another 1,089
agent or to file a statement of change of address of an agent, 1,090
the secretary of state shall give notice thereof by certified 1,091
mail to the corporation at the address set forth in the notice of 1,092
resignation or on the last franchise tax return filed in this 1,093
state by the corporation. Unless the default is cured within 1,094
thirty days after the mailing by the secretary of state of the 1,095
notice or within any further period of time that the secretary of 1,096
state grants, upon the expiration of that period of time from the 1,097
date of the mailing, the articles of the corporation shall be 1,098
canceled without further notice or action by the secretary of 1,099
state. The secretary of state shall make a notation of the 1,100
cancellation on the secretary of state's records. 1,101
A corporation whose articles have been canceled may be 1,103
reinstated by filing, on a form prescribed by the secretary of 1,104
state, an application for reinstatement and the required 1,106
appointment of agent or required statement, and by paying a 1,107
filing fee of ten dollars. The rights, privileges, and
franchises of a corporation whose articles have been reinstated 1,108
are subject to section 1701.922 of the Revised Code. The 1,109
secretary of state shall furnish the tax commissioner a monthly 1,110
list of all corporations canceled and reinstated under this 1,111
division.
(O) This section does not apply to banks, trust companies, 1,113
insurance companies, or any corporation defined under the laws of 1,114
this state as a public utility for taxation purposes. 1,115
Sec. 1701.08. (A) When articles of incorporation and 1,124
other certificates relating to the corporation are filed with 1,125
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 1,127
shall, if he finds AFTER FINDING that they comply with the 1,128
provisions of sections 1701.01 to 1701.98, inclusive, of the 1,130
25
Revised Code, endorse thereon his approval, the date of filing, a 1,132
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 1,133
FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 1,134
microfilm or by any authorized photostatic OR DIGITIZED process. 1,135
The articles or other certificate certified by EVIDENCE OF the 1,137
secretary of state FILING shall be returned to the person filing 1,139
said THE articles or certificate.
(B) All persons shall have the opportunity of acquiring 1,141
knowledge of the contents of the articles and other certificates 1,142
filed and recorded in the office of the secretary of state, but 1,143
no person dealing with the corporation shall be charged with 1,144
constructive notice of the contents of any such articles or 1,145
certificates by reason of such filing or recording.
Sec. 1701.63. (A) The regulations may provide for the 1,154
creation by the directors of an executive committee or any other 1,155
committee of the directors, to consist of not less than three ONE 1,156
OR MORE directors, and may authorize the delegation to any such 1,157
committee of any of the authority of the directors, however 1,158
conferred, other than the authority of filling vacancies among 1,159
the directors or in any committee of the directors. 1,160
(B) The directors may appoint one or more directors as 1,162
alternate members of any such committee, who may take the place 1,163
of any absent member or members at any meeting of the particular 1,164
committee. 1,165
(C) Each such committee shall serve at the pleasure of the 1,167
directors, shall act only in the intervals between meetings of 1,168
the directors, and shall be subject to the control and direction 1,169
of the directors. 1,170
(D) Unless otherwise provided in the regulations or 1,172
ordered by the directors, any such committee may act by a 1,173
majority of its members at a meeting or by a writing or writings 1,174
signed by all of its members. 1,175
(E) Unless participation by members of any such committee 1,177
26
at a meeting by means of communications equipment is prohibited 1,178
by the articles, the regulations, or an order of the directors, 1,179
meetings of the particular committee may be held through any 1,180
communications equipment if all persons participating can hear 1,181
each other. Participation in a meeting pursuant to this division 1,182
constitutes presence at the meeting. 1,183
(F) An act or authorization of an act by any such 1,185
committee within the authority delegated to it shall be as 1,186
effective for all purposes as the act or authorization of the 1,187
directors. 1,188
Sec. 1701.70. (A) If an initial stated capital is NOT set 1,197
forth in the articles, THEN BEFORE THE CORPORATION BEGINS 1,198
BUSINESS, OR IF AN INITIAL STATED CAPITAL IS SET FORTH IN THE 1,199
ARTICLES, THEN before subscriptions to shares shall have been 1,201
received in such THE amount OF that the stated capital of such 1,202
shares is at least equal to the initial stated capital, the 1,203
incorporators may adopt an amendment to the articles by a writing
signed by them. 1,204
(B) The directors may adopt an amendment to the articles 1,206
in the following cases: 1,207
(1) When and to the extent authorized by the articles, the 1,209
directors may adopt an amendment in respect of any unissued or 1,210
treasury shares of any class; 1,211
(2) When the corporation shall have issued shares or 1,213
obligations convertible into shares of the corporation, or shall 1,214
have granted options to purchase any shares, and such conversion 1,215
or option rights are set forth in the articles or have been 1,216
approved by the same vote of shareholders as, at the time of such 1,217
approval, would have been required to amend the articles to 1,218
authorize the shares required for such purpose, and the 1,219
corporation does not have sufficient authorized but unissued 1,220
shares to satisfy such conversion or option rights, the directors 1,221
may adopt an amendment to authorize such shares; 1,222
(3) Whenever shares of any class have been redeemed, or 1,224
27
have been surrendered to or acquired by the corporation upon 1,225
conversion, exchange, purchase, or otherwise, the directors may 1,226
adopt an amendment to reduce the authorized number of shares of 1,227
such class by the number so redeemed, surrendered, or acquired; 1,228
and when all of the authorized shares of a class have been 1,229
redeemed, or surrendered to or acquired by the corporation, the 1,230
directors may adopt an amendment to eliminate from the articles 1,231
all references to the shares of such class and to make such other 1,232
appropriate changes as are required by such elimination; 1,233
(4) When articles have been amended and any change of 1,235
issued or unissued shares provided for in the amendment or 1,236
amended articles shall have become effective, the directors may 1,237
adopt an amendment to eliminate from the articles all references 1,238
to the change of shares and to make such other appropriate 1,239
changes as are required by such elimination; provided HOWEVER, 1,240
that such an amendment to articles adopted by the directors shall 1,241
contain a statement with respect to the authorized number and the 1,242
par value, if any, of the shares of each class;. 1,243
(5) After a merger or consolidation, in which the 1,245
surviving or new corporation is a domestic corporation, shall 1,246
have become effective, the directors may adopt an amendment: 1,247
(a) To eliminate from the articles any statement or 1,249
provision pertaining exclusively to the merger or consolidation, 1,250
or which THAT was required to be set forth in the agreement of 1,251
merger or consolidation and which THAT would not be required in 1,253
original articles or amendments to articles filed at the time 1,254
such THE statement or provision was adopted; 1,255
(b) To make such other appropriate changes required by 1,257
such THAT elimination; provided, that such an. 1,258
AN amendment to articles adopted by the directors UNDER 1,260
DIVISION (B)(5) OF THIS SECTION need not contain or continue any 1,261
statement with respect to the amount of stated capital. 1,262
Sec. 1701.81. (A) Upon adoption by each constituent 1,272
entity of an agreement of merger or consolidation pursuant to 1,273
28
section 1701.78, 1701.781, 1701.79, 1701.791, 1701.80, or 1,274
1701.801 of the Revised Code, a certificate of merger or 1,275
consolidation shall be filed with the secretary of state that is 1,276
signed by any authorized officer REPRESENTATIVE of each 1,277
constituent corporation, by at least one general partner of any 1,279
constituent partnership, and by an authorized representative of 1,280
each OR other constituent entity. The certificate shall be on a 1,282
form prescribed by the secretary of state and shall set forth 1,283
only the information required by this section. 1,284
(B)(1) The certificate of merger or consolidation shall 1,286
set forth all of the following: 1,287
(a) The name and the form of entity of each constituent 1,289
entity and the state under the laws of which each constituent 1,290
entity exists; 1,291
(b) A statement that each constituent entity has complied 1,293
with all of the laws under which it exists and that the laws 1,294
permit the merger or consolidation; 1,295
(c) The name and mailing address of the person or entity 1,297
that is to provide, in response to any written request made by a 1,298
shareholder, partner, or other equity holder of a constituent 1,299
entity, a copy of the agreement of merger or consolidation; 1,300
(d) The effective date of the merger or consolidation, 1,302
which date may be on or after the date of the filing of the 1,303
certificate; 1,304
(e) The signature of the EACH representative or 1,306
representatives authorized to sign the certificate on behalf of 1,307
each constituent entity and the office held or the capacity in 1,308
which the representative is acting; 1,309
(f) A statement that the agreement of merger or 1,311
consolidation is authorized on behalf of each constituent entity 1,312
and that each person who signed the certificate on behalf of each 1,314
entity is authorized to do so;
(g) In the case of a merger, a statement that one or more 1,316
specified constituent entities will be merged into a specified 1,317
29
surviving entity or, in the case of a consolidation, a statement 1,318
that the constituent entities will be consolidated into a new 1,319
entity; 1,320
(h) In the case of a merger, if the surviving entity is a 1,322
foreign entity not licensed to transact business in this state, 1,323
the name and address of the statutory agent upon whom any 1,324
process, notice, or demand against any constituent entity may be 1,325
served; 1,326
(i) In the case of a consolidation, the name and address 1,328
of the statutory agent upon whom any process, notice, or demand 1,329
against any constituent entity or the new entity may be served. 1,330
(2) In the case of a consolidation into a new domestic 1,332
corporation, limited liability company, or limited partnership, 1,333
the articles of incorporation, the articles of organization, or 1,335
the certificate of limited partnership of the new domestic entity 1,336
shall be filed with the certificate of merger or consolidation. 1,337
(3) In the case of a merger into a domestic corporation, 1,339
limited liability company, or limited partnership, any amendments 1,340
to the articles of incorporation, articles of organization, or 1,342
certificate of limited partnership of the surviving domestic 1,343
entity shall be filed with the certificate of merger or
consolidation. 1,344
(4) If the surviving or new entity is a foreign entity 1,346
that desires to transact business in this state as a foreign 1,347
corporation, limited liability company, or limited partnership, 1,348
the certificate of merger or consolidation shall be accompanied 1,349
by the information required by division (B)(8), (9), or (10) of 1,350
section 1701.791 of the Revised Code. 1,351
(5) If a foreign or domestic corporation licensed to 1,353
transact business in this state is a constituent entity and the 1,354
surviving or new entity resulting from the merger or 1,355
consolidation is not a foreign or domestic corporation that is to 1,356
be licensed to transact business in this state, the certificate 1,357
of merger or consolidation shall be accompanied by the 1,358
30
affidavits, receipts, certificates, or other evidence required by 1,359
division (H) of section 1701.86 of the Revised Code, with respect 1,360
to each domestic constituent corporation, and by the affidavits, 1,361
receipts, certificates, or other evidence required by division 1,362
(C) or (D) of section 1703.17 of the Revised Code, with respect 1,363
to each foreign constituent corporation licensed to transact 1,364
business in this state. 1,365
(C) If any constituent entity in a merger or consolidation 1,367
is organized or formed under the laws of a state other than this 1,368
state or under any chapter of the Revised Code other than this 1,369
chapter, there also shall be filed in the proper office all 1,370
documents that are required to be filed in connection with the 1,371
merger or consolidation by the laws of that state or by that 1,372
chapter. 1,373
(D) Upon the filing of a certificate of merger or 1,375
consolidation and other filings as described in division (C) of 1,376
this section or at any SUCH later date that AS the certificate of 1,378
merger or consolidation specifies, the merger or consolidation is 1,379
effective. 1,380
(E) The secretary of state shall furnish, upon request and 1,382
payment of a fee of ten dollars, the secretary of state's 1,383
certificate setting forth the name and the form of entity of each 1,385
constituent entity and the states under the laws of which each 1,386
constituent entity existed prior to the merger or consolidation, 1,387
the name and the form of entity of the surviving or new entity 1,388
and the state under the laws of which the surviving entity exists 1,389
or the new entity is to exist, the date of filing of the 1,390
certificate of merger or consolidation with the secretary of 1,391
state, and the effective date of the merger or consolidation. 1,392
The certificate of the secretary of state, or a copy of the 1,393
certificate of merger or consolidation certified by the secretary 1,394
of state, may be filed for record in the office of the recorder 1,395
of any county in this state and, if filed, shall be recorded in 1,396
the records of deeds for that county. For that recording, the 1,397
31
county recorder shall charge and collect the same fee as in the 1,398
case of deeds.
Sec. 1701.922. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 1,408
THIS DIVISION, UPON reinstatement of a corporation's or 1,410
professional association's articles of incorporation in
accordance with section 1701.07, 1701.921, 1785.06, or 5733.22 of 1,411
the Revised Code, the rights, privileges, and franchises, 1,412
including all real or personal property rights and credits and 1,413
all contract and other rights, of the corporation or association 1,414
existing at the time its articles of incorporation were canceled 1,415
shall be fully vested in the corporation or association as if the 1,416
articles had not been canceled, and the corporation or 1,417
association shall again be entitled to exercise the rights, 1,418
privileges, and franchises authorized by its articles of 1,419
incorporation. THE NAME OF A CORPORATION WHOSE ARTICLES HAVE 1,420
BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER 1,421
THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE 1,422
WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 1,423
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 1,424
LIMITED LIABILITY COMPANY NAME, LIMITED LIABILITY PARTNERSHIP 1,425
NAME, LIMITED PARTNERSHIP NAME, OR TRADE NAME HAS BEEN FILED, THE 1,426
NAME OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED
IN SECTION 1701.05 OF THE REVISED CODE, THE SECRETARY OF STATE 1,427
SHALL REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 1,428
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 1,429
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's or association's 1,431
articles in accordance with section 1701.07, 1701.921, 1785.06, 1,432
or 5733.22 of the Revised Code, both of the following apply to 1,433
the exercise OF or AN attempt to exercise any rights, privileges, 1,435
or franchises, including entering into or performing any 1,436
contracts, on behalf of the corporation or association by an 1,437
officer, agent, or employee of the corporation or association, 1,438
after cancellation and prior to reinstatement of the articles of 1,439
32
incorporation:
(1) The exercise OF or AN attempt to exercise any rights, 1,441
privileges, or franchises on behalf of the corporation or 1,442
association by the officer, agent, or employee of the corporation 1,443
or association has the same force and effect that the exercise OF 1,444
or AN attempt to exercise the right, privilege, or franchise 1,445
would have had if the corporation's or association's articles had 1,446
not been canceled, if both of the following apply: 1,447
(a) The exercise OF or AN attempt to exercise the right, 1,449
privilege, or franchise was within the scope of the corporation's 1,450
or association's articles of incorporation that existed prior to 1,451
cancellation; 1,452
(b) The officer, agent, or employee had no knowledge that 1,454
the corporation's or association's articles of incorporation had 1,455
been canceled. 1,456
(2) The corporation or association is liable exclusively 1,458
for the exercise OF or AN attempt to exercise any rights, 1,459
privileges, or franchises on behalf of the corporation or 1,460
association by an officer, agent, or employee of the corporation 1,461
or association, if the conditions set forth in divisions 1,462
(B)(1)(a) and (b) of this section are met. 1,463
(C) Upon reinstatement of a corporation's or association's 1,465
articles of incorporation in accordance with section 1701.07, 1,466
1701.921, 1785.06, or 5733.22 of the Revised Code, the exercise 1,467
OF or AN attempt to exercise any rights, privileges, or 1,468
franchises on behalf of the corporation or association by an 1,469
officer, agent, or employee of the corporation or association, 1,471
after cancellation and prior to reinstatement of the articles of 1,472
incorporation, does not constitute a failure to comply with 1,473
division (A) of section 1701.88 or a violation of section 1701.97 1,474
of the Revised Code, if the conditions set forth in divisions 1,475
(B)(1)(a) and (b) of this section are met. 1,476
(D) This section is remedial in nature and is to be 1,478
construed liberally to accomplish the purpose of providing full 1,479
33
reinstatement of a corporation's or association's articles of 1,480
incorporation retroactive, in accordance with this section, to 1,481
the time of the cancellation of the articles. 1,482
Sec. 1702.05. (A) Except as provided in this section and 1,491
in sections 1702.41 and 1702.45 of the Revised Code, the 1,492
secretary of state shall not accept for filing in the secretary 1,493
of state's office any articles if the corporate name set forth in 1,495
the articles are IS not distinguishable upon the secretary of 1,496
state's records from the ANY OF THE FOLLOWING: 1,497
(1) THE name of any other corporation, whether nonprofit 1,499
or for profit and whether that of a domestic or of a foreign 1,500
corporation authorized to do business in this state, or from any; 1,501
(2) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 1,503
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 1,504
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,505
(3) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 1,507
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 1,509
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,511
(4) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 1,513
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 1,515
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 1,517
(5) ANY trade name, the exclusive right to which is at the 1,520
time in question registered in the office of the secretary of 1,521
state pursuant to Chapter 1329. of the Revised Code. 1,522
(B) The secretary of state shall determine for purposes of 1,524
this section whether a name is "distinguishable" from another 1,525
name upon the secretary of state's records. Without excluding 1,527
other names that may not constitute distinguishable names in this 1,528
state, a name is not considered distinguishable from another name 1,529
for purposes of this section solely because it differs from the 1,530
other name in only one or more of the following manners: 1,531
(1) The use of the word "corporation," "company," 1,533
"incorporated," "limited," or any abbreviation of any of those 1,535
words; 1,536
34
(2) The use of any article, conjunction, contraction, 1,538
abbreviation, or punctuation; 1,539
(3) The use of a different tense or number of the same 1,541
word. 1,542
(C) A corporation may apply to the secretary of state for 1,544
authorization to use a name that is not distinguishable upon the 1,545
secretary of state's records from the name of any other 1,546
corporation, ANY LIMITED LIABILITY COMPANY, LIMITED LIABILITY 1,547
PARTNERSHIP, OR LIMITED PARTNERSHIP, or from a registered trade 1,549
name, if there also is filed in the office of the secretary of 1,550
state, on a form prescribed by the secretary of state, the 1,551
consent of the other corporation ENTITY, or, in the case of a 1,552
registered trade name, the person to whom IN WHOSE NAME is 1,554
registered the exclusive right to use the name, which consent is 1,555
evidenced in a writing signed by any authorized officer of the 1,556
other corporation or any authorized party REPRESENTATIVE of the 1,557
other ENTITY OR person.
(D) In case of judicial sale or judicial transfer, by sale 1,559
or transfer of good will or otherwise, of the right to use the 1,560
name of a nonprofit corporation or corporation for profit, 1,561
whether that of a domestic corporation or of a foreign 1,562
corporation authorized to exercise its corporate privileges in 1,563
this state or to do business in this state, the secretary of 1,564
state, at the instance of the purchaser or transferee of such 1,565
right, shall accept for filing articles of a corporation with a 1,566
name the same as or similar to the name of such other 1,567
corporation, if there also is filed in the office of the 1,568
secretary of state a certified copy of the decree or order of 1,569
court confirming or otherwise evidencing the purchase or 1,570
transfer. 1,571
(E) Any person who wishes to reserve a name for a proposed 1,573
new corporation, or any corporation intending to change its name, 1,574
may submit to the secretary of state a written application, on a 1,575
form prescribed by the secretary of state, for the exclusive 1,576
35
right to use a specified name as the name of a corporation. If 1,578
the secretary of state finds that, under this section, the 1,579
specified name is available for such use, the secretary of state 1,580
shall endorse his or her approval upon and file such application, 1,582
and, from the date of such endorsement FILING, such applicant 1,583
shall have the exclusive right for sixty days to use the 1,585
specified name as the name of a corporation, counting the date of 1,586
such endorsements FILING as the first of the sixty days. The 1,588
right so obtained may be transferred by the applicant or other 1,589
holder of the right by the filing in the office of the secretary 1,590
of state OF a written transfer, ON A FORM PRESCRIBED BY THE 1,591
SECRETARY OF STATE, stating the name and address of the 1,593
transferee.
(F) For filing under this section any application or other 1,595
document, other than articles or a consent to the use of a name, 1,596
the secretary of state shall charge and collect a fee of five 1,597
dollars. 1,598
Sec. 1702.06. (A) Every corporation shall have and 1,607
maintain an agent, sometimes referred to as the "statutory 1,608
agent," upon whom any process, notice, or demand required or 1,609
permitted by statute to be served upon a corporation may be 1,610
served. The agent may be a natural person who is a resident of 1,611
this state, or may be a domestic corporation for profit or a 1,612
foreign corporation for profit holding a license as such under 1,613
the laws of this state that is authorized by its articles of 1,615
incorporation to act as such agent, and that has a business 1,616
address in this state.
(B) The secretary of state shall not accept original 1,618
articles for filing unless there is filed with the articles a 1,619
written appointment of an agent signed by the incorporators of 1,620
the corporation or a majority of them and a written acceptance of 1,621
the appointment signed by the agent. In all other cases, the 1,622
corporation shall appoint the agent and shall file in the office 1,623
of the secretary of state a written appointment of the agent that 1,624
36
is signed by any authorized officer of the corporation and a 1,625
written acceptance of the appointment that is either the original 1,626
acceptance signed by the agent or a photocopy, facsimile, or 1,628
similar reproduction of the original acceptance signed by the
agent. 1,629
(C) The written appointment of an agent shall set forth 1,631
the name and address in this state of the agent, including the 1,632
street and number or other particular description, and shall 1,633
otherwise be in such form as the secretary of state prescribes. 1,634
The secretary of state shall keep a record of the names of 1,635
corporations and the names and addresses of their respective 1,636
agents. 1,637
(D) If any agent dies, removes from the state, or resigns, 1,639
the corporation shall forthwith appoint another agent and file 1,640
with the secretary of state, on a form prescribed by the 1,641
secretary of state, a written appointment of such agent. 1,642
(E) If the agent changes the agent's address from that 1,644
appearing upon the record in the office of the secretary of 1,645
state, the corporation OR THE AGENT shall forthwith file with the 1,646
secretary of state, on a form prescribed by the secretary of 1,648
state, a written statement setting forth the new address. 1,649
(F) An agent may resign by filing with the secretary of 1,651
state, on a form prescribed by the secretary of state, a written 1,653
notice to that effect that is signed by the agent and by sending 1,654
a copy of the notice to the corporation at the current or last 1,655
known address of its principal office on or prior to the date 1,656
that notice is filed with the secretary of state. The notice 1,657
shall set forth the name of the corporation, the name and current 1,658
address of the agent, the current or last known address, 1,659
including the street and number or other particular description, 1,660
of the corporation's principal office, the resignation of the 1,661
agent, and a statement that a copy of the notice has been sent to 1,662
the corporation within the time and in the manner prescribed by 1,663
this division. Upon the expiration of sixty days after such 1,664
37
filing, the authority of the agent shall terminate. 1,665
(G) A corporation may revoke the appointment of an agent 1,667
by filing with the secretary of state, on a form prescribed by 1,668
the secretary of state, a written appointment of another agent 1,670
and a statement that the appointment of the former agent is 1,671
revoked.
(H) Any process, notice, or demand required or permitted 1,673
by statute to be served upon a corporation may be served upon the 1,674
corporation by delivering a copy of it to its agent, if a natural 1,675
person, or by delivering a copy of it at the address of its agent 1,676
in this state, as such address appears upon the record in the 1,677
office of the secretary of state. If (1) the agent cannot be 1,678
found, or (2) the agent no longer has that address, or (3) the 1,679
corporation has failed to maintain an agent as required by this 1,680
section, and if in any such case the party desiring that such 1,681
process, notice, or demand be served, or the agent or 1,682
representative of the party, shall have filed with the secretary 1,683
of state an affidavit stating that one of the foregoing 1,684
conditions exists and stating the most recent address of the 1,685
corporation which the party after diligent search has been able 1,686
to ascertain, then service of process, notice, or demand upon the 1,687
secretary of state, as the agent of the corporation, may be 1,688
initiated by delivering to the secretary of state or at the 1,690
secretary of state's office triplicate copies of such process, 1,691
notice, or demand and by paying to the secretary of state a fee 1,692
of five dollars. The secretary of state shall forthwith give 1,693
notice of such delivery to the corporation at its principal 1,694
office as shown upon the record in the secretary of state's 1,695
office and also to the corporation at any different address set 1,697
forth in the above mentioned affidavit, and shall forward to the 1,698
corporation at each of said addresses, by certified mail, with 1,699
request for return receipt, a copy of such process, notice, or 1,700
demand; and thereupon service upon the corporation shall be 1,701
deemed to have been made.
38
(I) The secretary of state shall keep a record of each 1,703
process, notice, and demand delivered to the secretary of state 1,705
or at the secretary of state's office under this section or any 1,706
other law of this state which authorizes service upon the 1,707
secretary of state, and shall record the time of such delivery 1,709
and the secretary of state's action thereafter with respect 1,710
thereto.
(J) This section does not limit or affect the right to 1,712
serve any process, notice, or demand upon a corporation in any 1,713
other manner permitted by law. 1,714
(K) Except when an original appointment of an agent is 1,716
filed with the original articles, a written appointment of an 1,717
agent or a written statement filed by a corporation with the 1,718
secretary of state shall be signed by any authorized officer of 1,719
the corporation or by the incorporators of the corporation or a 1,720
majority of them if no trustees have been elected. 1,721
(L) For filing a written appointment of an agent other 1,723
than one filed with original articles, and for filing a statement 1,724
of change of address of an agent, the secretary of state shall 1,725
charge and collect a fee of three dollars. 1,726
(M) Upon the failure of any corporation to appoint another 1,728
agent or to file a statement of change of address of an agent, 1,729
the secretary of state shall give notice thereof by certified 1,730
mail to the corporation at the address set forth in the notice of 1,731
registration or on the most recent statement of continued 1,732
existence filed in this state by the corporation. Unless the 1,733
failure is cured within thirty days after the mailing by the 1,734
secretary of state of the notice or within any further period the 1,735
secretary of state grants, upon the expiration of that period 1,736
from the date of the mailing, the articles of the corporation 1,737
shall be canceled without further notice or action by the 1,738
secretary of state. The secretary of state shall make a notation 1,739
of the cancellation on the secretary of state's records. A 1,740
corporation whose articles have been canceled may be reinstated 1,742
39
by filing, on a form prescribed by the secretary of state, an 1,743
application for reinstatement and the required appointment of 1,744
agent or required statement, and by paying a filing fee of ten 1,745
dollars. The rights, privileges, and franchises of a corporation 1,746
whose articles have been reinstated are subject to section 1,747
1702.60 of the Revised Code. The secretary of state shall 1,748
furnish the tax commissioner a monthly list of all corporations 1,749
canceled and reinstated under this division. 1,750
(N) This section does not apply to banks, trust companies, 1,752
insurance companies, or any corporation defined under the laws of 1,753
this state as a public utility for taxation purposes. 1,754
Sec. 1702.07. (A) When articles of incorporation and 1,763
other certificates relating to the corporation are filed with 1,764
SUBMITTED TO the secretary of state, he THE SECRETARY OF STATE 1,766
shall, if he finds AFTER FINDING that they comply with the 1,767
provisions of sections 1702.01 to 1702.58, inclusive, of the 1,769
Revised Code, endorse thereon his approval, the date of filing, a 1,771
file number, ACCEPT THE ARTICLES AND OTHER CERTIFICATES FOR 1,772
FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY 1,773
microfilm or by any authorized photostatic OR DIGITIZED process. 1,774
The articles or other certificate certified by EVIDENCE OF the 1,776
secretary of state FILING shall be returned to the person filing 1,777
said THE articles or certificate. 1,778
(B) All persons shall have the opportunity of acquiring 1,780
knowledge of the contents of the articles and other certificates 1,781
filed and recorded in the office of the secretary of state, but 1,782
no person dealing with the corporation shall be charged with 1,783
constructive notice of the contents of any such articles or 1,784
certificates by reason of such filing or recording.
Sec. 1702.43. (A) Upon such adoption BY EACH CONSTITUENT 1,794
CORPORATION OF AN AGREEMENT OF MERGER OR CONSOLIDATION PURSUANT 1,795
TO SECTION 1702.42 OR 1702.45 OF THE REVISED CODE, a certificate 1,796
OF MERGER OR CONSOLIDATION, signed by any authorized officer 1,797
40
REPRESENTATIVE of each constituent corporation and containing 1,798
either a signed agreement or a copy thereof and a statement by 1,799
such officer of each constituent corporation of the manner of its 1,800
adoption by such corporation, shall be filed with the secretary 1,801
of state. THE CERTIFICATE SHALL BE ON A FORM PRESCRIBED BY THE 1,802
SECRETARY OF STATE AND SHALL SET FORTH ONLY THE INFORMATION 1,803
REQUIRED BY THIS SECTION. 1,804
(1) THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL SET 1,806
FORTH ALL OF THE FOLLOWING: 1,807
(a) THE NAME OF EACH CONSTITUENT ENTITY AND THE STATE 1,809
UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTS; 1,810
(b) A STATEMENT THAT EACH CONSTITUENT ENTITY HAS COMPLIED 1,812
WITH ALL OF THE LAWS UNDER WHICH IT EXISTS AND THAT THE LAWS 1,813
PERMIT THE MERGER OR CONSOLIDATION; 1,814
(c) THE NAME AND MAILING ADDRESS OF THE PERSON OR ENTITY 1,816
THAT IS TO PROVIDE, IN RESPONSE TO ANY WRITTEN REQUEST MADE BY A 1,817
MEMBER OR OTHER PERSON, A COPY OF THE AGREEMENT OF MERGER OR 1,818
CONSOLIDATION;
(d) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION, 1,820
WHICH DATE MAY BE ON OR AFTER THE DATE OF THE FILING OF THE 1,821
CERTIFICATE;
(e) THE SIGNATURE OF EACH REPRESENTATIVE AUTHORIZED TO 1,824
SIGN THE CERTIFICATE ON BEHALF OF EACH CONSTITUENT ENTITY AND THE 1,825
OFFICE EACH REPRESENTATIVE AUTHORIZED TO SIGN HOLDS OR THE
CAPACITY IN WHICH THE REPRESENTATIVE IS ACTING; 1,826
(f) A STATEMENT THAT THE AGREEMENT OF MERGER OR 1,828
CONSOLIDATION IS AUTHORIZED ON BEHALF OF EACH CONSTITUENT ENTITY 1,829
AND THAT EACH PERSON WHO SIGNED THE CERTIFICATE ON BEHALF OF EACH 1,830
ENTITY IS AUTHORIZED TO DO SO;
(g) IN THE CASE OF A MERGER, A STATEMENT THAT ONE OR MORE 1,832
SPECIFIED CONSTITUENT ENTITIES WILL BE MERGED INTO A SPECIFIED 1,833
SURVIVING ENTITY OR, IN THE CASE OF A CONSOLIDATION, A STATEMENT 1,834
THAT THE CONSTITUENT ENTITIES WILL BE CONSOLIDATED INTO A NEW 1,835
ENTITY;
41
(h) IN THE CASE OF A MERGER, IF THE SURVIVING ENTITY IS A 1,837
FOREIGN ENTITY NOT LICENSED TO TRANSACT BUSINESS IN THIS STATE, 1,838
THE NAME AND ADDRESS OF THE STATUTORY AGENT UPON WHOM ANY 1,839
PROCESS, NOTICE, OR DEMAND MAY BE SERVED;
(i) IN THE CASE OF A CONSOLIDATION, THE NAME AND ADDRESS 1,841
OF THE STATUTORY AGENT UPON WHOM ANY PROCESS, NOTICE, OR DEMAND 1,842
AGAINST ANY CONSTITUENT ENTITY OR THE NEW ENTITY MAY BE SERVED. 1,843
(2) IN THE CASE OF A CONSOLIDATION INTO A NEW DOMESTIC 1,845
CORPORATION, THE CERTIFICATE OF CONSOLIDATION SHALL BE 1,846
ACCOMPANIED BY A COPY OF THE ARTICLES OF INCORPORATION OF THE NEW 1,847
DOMESTIC CORPORATION.
(3) IN THE CASE OF A MERGER INTO A DOMESTIC CORPORATION, 1,849
THE CERTIFICATE OF MERGER SHALL BE ACCOMPANIED BY A COPY OF ANY 1,850
AMENDMENTS TO THE ARTICLES OF INCORPORATION OF THE SURVIVING 1,851
DOMESTIC CORPORATION.
(4) IF THE SURVIVING OR NEW ENTITY IS A FOREIGN ENTITY 1,853
THAT DESIRES TO TRANSACT BUSINESS IN THIS STATE AS A FOREIGN 1,854
CORPORATION, THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL 1,855
CONTAIN A STATEMENT TO THAT EFFECT AND A STATEMENT WITH RESPECT 1,856
TO THE APPOINTMENT OF THE STATUTORY AGENT AND WITH RESPECT TO THE 1,857
CONSENT TO SERVICE OF ANY PROCESS, NOTICE, OR DEMAND UPON THAT
STATUTORY AGENT OR THE SECRETARY OF STATE, AS REQUIRED WHEN A 1,858
FOREIGN CORPORATION APPLIES FOR A CERTIFICATE AUTHORIZING IT TO 1,859
TRANSACT BUSINESS IN THIS STATE. 1,860
(5) IF A DOMESTIC OR FOREIGN CORPORATION LICENSED TO 1,862
TRANSACT BUSINESS IN THIS STATE IS A CONSTITUENT ENTITY AND THE 1,863
SURVIVING OR NEW ENTITY RESULTING FROM THE MERGER OR 1,864
CONSOLIDATION IS NOT A DOMESTIC OR FOREIGN CORPORATION THAT IS TO 1,865
BE LICENSED TO TRANSACT BUSINESS IN THIS STATE, THE CERTIFICATE
OF MERGER OR CONSOLIDATION SHALL BE ACCOMPANIED BY THE 1,866
AFFIDAVITS, RECEIPTS, CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY 1,867
DIVISION (G) OF SECTION 1702.47 OF THE REVISED CODE, WITH RESPECT 1,868
TO EACH DOMESTIC CORPORATION, AND BY THE AFFIDAVITS, RECEIPTS, 1,869
CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY DIVISION (C) OR (D) 1,870
42
OF SECTION 1703.17 OF THE REVISED CODE, WITH RESPECT TO EACH
FOREIGN CONSTITUENT CORPORATION LICENSED TO TRANSACT BUSINESS IN 1,871
THIS STATE.
(B) IF ANY CONSTITUENT ENTITY IN A MERGER OR CONSOLIDATION 1,873
IS ORGANIZED OR FORMED UNDER THE LAWS OF A STATE OTHER THAN THIS 1,874
STATE OR UNDER ANY CHAPTER OF THE REVISED CODE OTHER THAN THIS 1,875
CHAPTER, THERE ALSO SHALL BE FILED IN THE PROPER OFFICE ALL 1,876
DOCUMENTS THAT ARE REQUIRED TO BE FILED IN CONNECTION WITH THE 1,877
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 1,880
CONSOLIDATION AND OTHER FILINGS AS DESCRIBED IN DIVISION (B) OF 1,881
THIS SECTION, or at such later date as the agreement CERTIFICATE 1,882
OF MERGER OR CONSOLIDATION specifies, the merger or consolidation 1,883
shall become effective. 1,884
(C) A copy of such agreement, certified by the (D) THE 1,887
secretary of state, may be filed for record in the office of the 1,888
county recorder of any county in this state, and for such SHALL 1,890
FURNISH, UPON REQUEST AND PAYMENT OF A FEE OF TEN DOLLARS, A
CERTIFICATE SETTING FORTH THE NAME OF EACH CONSTITUENT ENTITY AND 1,891
THE STATE UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTED PRIOR 1,892
TO THE MERGER OR CONSOLIDATION, THE NAME OF THE SURVIVING OR NEW 1,893
ENTITY AND THE STATE UNDER WHOSE LAWS THE SURVIVING ENTITY EXISTS 1,894
OR THE NEW ENTITY IS TO EXIST, THE DATE OF FILING OF THE 1,895
CERTIFICATE OF MERGER OR CONSOLIDATION WITH THE SECRETARY OF
STATE, AND THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION. 1,896
THE CERTIFICATE OF THE SECRETARY OF STATE OR A COPY OF THE MERGER 1,897
OR CONSOLIDATION CERTIFIED BY THE SECRETARY OF STATE MAY BE FILED 1,898
FOR RECORD IN THE OFFICE OF THE RECORDER OF ANY COUNTY IN THIS 1,899
STATE AND, IF FILED, SHALL BE RECORDED IN THE RECORDS OF DEEDS 1,900
FOR THAT COUNTY. FOR THAT recording, the county recorder shall 1,902
charge and collect the same fee as in the case of deeds. Such 1,903
copy shall be recorded in the records of deeds. 1,904
Sec. 1702.46. (A) Upon the filing of the agreement 1,914
43
CERTIFICATE of merger or consolidation in compliance with the 1,915
laws of each state under the laws of which any constituent 1,916
corporation exists, or at such later date as the agreement 1,917
CERTIFICATE specifies, the merger or consolidation shall become 1,918
effective.
(B) The effect of such merger or consolidation, if the 1,920
surviving or new corporation is to be a domestic corporation, 1,921
shall be the same as in the case of the merger or consolidation 1,922
of domestic corporations. If the surviving or new corporation is 1,923
to be a foreign corporation:
(1) The surviving or new corporation shall thenceforth be 1,925
liable for all the obligations of each of the constituent 1,926
corporations;
(2) All the rights of creditors of each constituent 1,928
corporation shall be preserved unimpaired, and all liens upon the 1,929
property of any of the constituent corporations shall be 1,930
preserved unimpaired, limited in lien to the property affected by 1,931
such liens immediately prior to the effective date of the merger 1,932
or consolidation;
(3) The effect of such merger or consolidation shall, in 1,934
all other respects, be the same as in the case of the merger or 1,935
consolidation of domestic corporations except in so far INSOFAR 1,936
as the laws of such other state otherwise provide. 1,938
(C) If the surviving or new corporation is to be a foreign 1,940
corporation and if the agreement CERTIFICATE states that the 1,941
surviving or new corporation desires to exercise its corporate 1,943
privileges in this state as a foreign corporation in a continual 1,944
course of transactions, the surviving or new corporation shall,
when the merger or consolidation becomes effective, be deemed to 1,945
have complied with the requirements for procuring a certificate 1,946
authorizing it to do so, and a copy of the agreement CERTIFICATE 1,947
of merger or consolidation, certified by the secretary of state 1,948
of this state, shall be considered and accepted as the license 1,949
certificate prescribed by the laws of this state for a foreign 1,950
44
corporation exercising its corporate privileges in this state in
a continual course of transactions. 1,951
Sec. 1702.59. Every nonprofit corporation, incorporated 1,961
under the general corporation laws of this state, or previous 1,962
laws, or under special provisions of the Revised Code, or created 1,963
before September 1, 1851, which corporation has expressedly or 1,964
impliedly elected to be governed by the laws passed since that 1,965
date, and whose articles or other documents are filed with the 1,966
secretary of state, shall file with the secretary of state a 1,967
verified statement of continued existence, signed by a trustee, 1,968
officer, or three members in good standing, setting forth the 1,969
corporate name, the place where the principal office of the 1,970
corporation is located, the date of incorporation, the fact that 1,971
the corporation is still actively engaged in exercising its 1,972
corporate privileges, and the name and address of its agent 1,973
appointed pursuant to section 1702.06 of the Revised Code. 1,974
The first statement of continued existence required by this 1,976
section shall be filed with the secretary of state on or before 1,977
March 31, 1958. Thereafter, each EACH corporation required to 1,978
file such A statement OF CONTINUED EXISTENCE shall file it with 1,980
the secretary of state within each five years after the date of
incorporation or of the last corporate filing. For filing such 1,981
statements of continued existence, the secretary of state shall 1,982
charge and collect a fee of five dollars. 1,983
Corporations specifically exempted by division (N) of 1,985
section 1702.06 of the Revised Code, or whose activities are 1,986
regulated or supervised by another state official, agency, 1,987
bureau, department, or commission are exempted from this section. 1,988
The secretary of state shall give notice in writing and 1,990
provide a form for compliance with this section to each 1,991
corporation required by this section to file the statement of 1,992
continued existence, such notice and form to be mailed to the 1,993
last known address of the corporation as it appears on the 1,994
records of the secretary of state or which he THE SECRETARY OF 1,995
45
STATE may ascertain upon a reasonable search. 1,997
In the event any nonprofit corporation required by this 1,999
section to file a statement of continued existence fails to file 2,000
the first statement, or after filing the first statement fails to 2,001
file the statement required every fifth year, then the secretary 2,002
of state shall cancel the articles of such corporation, make a 2,003
notation of the cancellation on his THE records, and mail to the 2,004
corporation a certificate of his THE action so taken. 2,005
A corporation whose articles have been canceled may be 2,007
reinstated by filing an application for reinstatement and paying 2,008
to the secretary of state a fee of ten dollars. THE NAME OF A 2,009
CORPORATION WHOSE ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED 2,010
FOR A PERIOD OF ONE YEAR AFTER THE DATE OF CANCELLATION. If the 2,011
reinstatement is not made within one year from the date of the 2,012
cancellation of its articles of incorporation and it appears that 2,013
articles of incorporation have been issued to a corporation of 2,014
the same or similar CORPORATE name, LIMITED LIABILITY COMPANY 2,015
NAME, LIMITED LIABILITY PARTNERSHIP NAME, LIMITED PARTNERSHIP 2,016
NAME, OR TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT 2,017
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN SECTION 1702.06 OF 2,018
THE REVISED CODE, the applicant for reinstatement shall be 2,020
required by the secretary of state, as a condition prerequisite 2,021
to such reinstatement, to amend its articles by changing its 2,022
name. A certificate of reinstatement may be filed in the 2,023
recorder's office of any county in the state, for which the 2,024
recorder shall charge and collect a fee of one dollar. The
rights, privileges, and franchises of a corporation whose 2,025
articles have been reinstated are subject to section 1702.60 of 2,026
the Revised Code.
The secretary of state shall furnish the tax commissioner a 2,028
list of all corporations failing to file the required first 2,029
statement of continued existence, and thereafter shall furnish a 2,030
list of corporations failing to file the subsequent statement of 2,031
continued existence. 2,032
46
Sec. 1702.60. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN 2,041
THIS DIVISION, UPON reinstatement of a corporation's articles of 2,043
incorporation in accordance with section 1702.06, 1702.59, or 2,044
1724.06 of the Revised Code, the rights, privileges, and 2,045
franchises, including all real or personal property rights and 2,046
credits and all contract and other rights, of the corporation
existing at the time its articles of incorporation were canceled 2,047
shall be fully vested in the corporation as if the articles had 2,048
not been canceled, and the corporation shall again be entitled to 2,049
exercise the rights, privileges, and franchises authorized by its 2,050
articles of incorporation. THE NAME OF A CORPORATION WHOSE 2,051
ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE 2,052
YEAR AFTER THE DATE OF CANCELLATION. IF THE REINSTATEMENT IS NOT 2,053
MADE WITHIN ONE YEAR AFTER THE DATE OF THE CANCELLATION OF ITS 2,054
ARTICLES OF INCORPORATION AND IT APPEARS THAT A CORPORATE NAME, 2,055
LIMITED LIABILITY NAME, LIMITED LIABILITY PARTNERSHIP NAME, 2,056
LIMITED PARTNERSHIP NAME, OR TRADE NAME HAS BEEN FILED, THE NAME 2,057
OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN 2,058
SECTION 1702.05 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL
REQUIRE THE APPLICANT FOR REINSTATEMENT, AS A CONDITION 2,059
PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS ARTICLES BY 2,060
CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's articles in 2,062
accordance with section 1702.06, 1702.59, or 1724.06 of the 2,063
Revised Code, both of the following apply to the exercise OF or 2,064
AN attempt to exercise any rights, privileges, or franchises, 2,065
including entering into or performing any contracts, on behalf of 2,066
the corporation by an officer, agent, or employee of the 2,067
corporation, after cancellation and prior to reinstatement of the 2,068
articles of incorporation: 2,069
(1) The exercise OF or AN attempt to exercise any rights, 2,071
privileges, or franchises on behalf of the corporation by the 2,072
officer, agent, or employee of the corporation has the same force 2,073
and effect that the exercise OF or AN attempt to exercise the 2,074
47
right, privilege, or franchise would have had if the 2,075
corporation's articles had not been canceled, if both of the 2,076
following apply:
(a) The exercise OF or AN attempt to exercise the right, 2,078
privilege, or franchise was within the scope of the corporation's 2,079
articles of incorporation that existed prior to cancellation; 2,080
(b) The officer, agent, or employee had no knowledge that 2,082
the corporation's articles of incorporation had been canceled. 2,083
(2) The corporation is liable exclusively for the exercise 2,085
OF or AN attempt to exercise any rights, privileges, or 2,086
franchises on behalf of the corporation by an officer, agent, or 2,087
employee of the corporation, if the conditions set forth in 2,088
divisions (B)(1)(a) and (b) of this section are met. 2,089
(C) Upon reinstatement of a corporation's articles of 2,091
incorporation in accordance with section 1702.06, 1702.59, or 2,092
1724.06 of the Revised Code, the exercise OF or AN attempt to 2,093
exercise any rights, privileges, or franchises on behalf of the 2,094
corporation by an officer, agent, or employee of the corporation, 2,095
after cancellation and prior to reinstatement of the articles of 2,096
incorporation does not constitute a failure to comply with 2,097
division (A) of section 1702.49 or a violation of section 1702.57 2,098
of the Revised Code, if the conditions set forth in divisions 2,099
(B)(1)(a) and (b) of this section are met. 2,100
(D) This section is remedial in nature and is to be 2,102
construed liberally to accomplish the purpose of providing full 2,103
reinstatement of a corporation's articles of incorporation 2,104
retroactive, in accordance with this section, to the time of the 2,105
cancellation of the articles. 2,106
Sec. 1703.04. (A) To procure a license to transact 2,116
business in this state, a foreign corporation for profit shall 2,117
file with the secretary of state a certificate of good standing 2,118
or subsistence, dated not earlier than sixty NINETY days prior to 2,120
the filing of the application, under the seal of the secretary of 2,121
state, or other proper official, of the state under the laws of 2,122
48
which said corporation was incorporated, setting forth: 2,123
(1) The exact corporate title; 2,125
(2) The date of incorporation; 2,127
(3) The fact that the corporation is in good standing or 2,129
is a subsisting corporation. 2,130
(B) To procure such a license, such corporation also shall 2,133
file with the secretary of state an application in such form as 2,134
the secretary of state prescribes, verified by the oath of any 2,135
authorized officer of such corporation, setting forth, but not 2,136
limited to:
(1) The name of the corporation and, if its corporate name 2,138
is not available, the trade name under which it will do business 2,139
in this state; 2,140
(2) The name of the state under the laws of which it was 2,142
incorporated; 2,143
(3) The location and complete address of its principal 2,145
office; 2,146
(4) The name of the county and the municipal corporation 2,148
or township in which its principal office within this state, if 2,149
any, is to be located; 2,150
(5) The appointment of a designated agent and the complete 2,152
address of such agent; 2,153
(6) The irrevocable consent of such corporation to service 2,155
of process on such agent so long as the authority of such agent 2,156
continues and to service of process upon the secretary of state 2,157
in the events provided for in section 1703.19 of the Revised 2,158
Code; 2,159
(7) A brief summary of the corporate purposes to be 2,161
exercised within this state. 2,162
(C) Upon the filing by a foreign corporation for profit of 2,164
an application for a license to transact business in this state, 2,165
the corporation shall pay a filing fee of one hundred dollars to 2,166
the secretary of state. 2,167
(D)(1) No such application for a license shall be accepted 2,169
49
for filing if it appears that the name of the foreign corporation 2,170
is prohibited by law or is not distinguishable upon the records 2,171
in the office of the secretary of state from the name of any 2,172
other corporation, whether nonprofit or for profit and whether 2,173
that of a domestic corporation or of a foreign corporation 2,174
authorized to transact business in this state, THE NAME OF A 2,175
LIMITED LIABILITY COMPANY REGISTERED IN THE OFFICE OF THE 2,176
SECRETARY OF STATE PURSUANT TO CHAPTER 1705. OF THE REVISED CODE, 2,177
WHETHER DOMESTIC OR FOREIGN, THE NAME OF ANY LIMITED LIABILITY 2,178
PARTNERSHIP REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE 2,179
PURSUANT TO CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC 2,181
OR FOREIGN, THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 2,182
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 2,184
REVISED CODE, WHETHER DOMESTIC OR FOREIGN, or a trade name, TO 2,186
WHICH the exclusive right to which is at the time in question IS 2,187
registered in the manner provided in Chapter 1329. of the Revised 2,188
Code, unless there also is filed with the secretary of state, on 2,189
a form prescribed by the secretary of state, the consent of the 2,191
other corporation ENTITY or person to the use of the name, 2,193
evidenced in a writing signed by any authorized officer of the 2,194
other corporation ENTITY or authorized party REPRESENTATIVE of 2,195
the other person owning the exclusive right to the registered 2,196
trade name. Notwithstanding the prior sentence 2,197
(2) NOTWITHSTANDING DIVISION (D)(1) OF THIS SECTION, if an 2,200
application for a license is not acceptable for filing solely 2,201
because the name of the foreign corporation is not 2,202
distinguishable from the name of another corporation ENTITY or 2,203
registered trade name, the foreign corporation may be authorized 2,204
to transact business in this state by filing with the secretary 2,205
of state, in addition to those items otherwise prescribed by this 2,206
section, a statement signed by an authorized officer directing 2,207
the foreign corporation to make application for a license to 2,208
transact business in this state under an assumed business name or 2,209
names that comply with the requirements of this division and 2,210
50
stating that the foreign corporation will transact business in 2,211
this state only under the assumed name or names. The application 2,212
for a license shall be on a form prescribed by the secretary of 2,213
state.
Sec. 1703.041. (A) Every foreign corporation for profit 2,222
that is licensed to transact business in this state, and every 2,223
foreign nonprofit corporation that is licensed to exercise its 2,224
corporate privileges in this state, shall have and maintain an 2,225
agent, sometimes referred to as the "designated agent," upon whom 2,226
process against such THE corporation may be served within this 2,227
state. The agent may be a natural person who is a resident of 2,229
this state, or may be a domestic corporation for profit or a 2,230
foreign corporation for profit holding a license as such under 2,231
the laws of this state which THAT is authorized by its articles 2,232
of incorporation to act as such AN agent, and which THAT has a 2,234
business address in this state. 2,235
(B) The written appointment of a designated agent shall 2,237
set forth the name and address of the agent, including the street 2,238
and number or other particular description, and shall otherwise 2,239
be in such form as the secretary of state prescribes. The 2,240
secretary of state shall keep a record of the names of such 2,241
foreign corporations and the names and addresses of their 2,242
respective agents. 2,243
(C) If a foreign corporation changes the location of its 2,245
principal office in this state, it shall file with the secretary 2,246
of state, on a form prescribed by the secretary of state, a 2,248
written statement setting forth the new location.
(D) If the designated agent dies, removes from the state, 2,250
or resigns, the foreign corporation shall forthwith appoint 2,251
another agent and file in the office of the secretary of state, 2,252
on a form prescribed by the secretary of state, a written 2,254
appointment of such AN AMENDMENT TO THE CORPORATION'S APPLICATION 2,255
FOR A FOREIGN LICENSE INDICATING THE NAME AND ADDRESS OF THE NEW 2,256
agent.
51
(E)(D) If the designated agent changes the agent's address 2,259
from that appearing upon the record in the office of the
secretary of state, the foreign corporation or the designated 2,260
agent in its behalf shall forthwith file with the secretary of 2,261
state, on a form prescribed by the secretary of state, a written 2,263
statement AN AMENDMENT TO THE CORPORATION'S APPLICATION FOR A
FOREIGN LICENSE setting forth the new address unless the change 2,265
is reported on the annual report filed with the department of 2,266
taxation.
(F)(E) A designated agent may resign by filing with the 2,268
secretary of state, on a form prescribed by the secretary of 2,269
state, a signed statement to that effect. The secretary of state 2,271
shall forthwith mail a copy of such statement to the foreign 2,272
corporation at its principal office as shown by the record in his 2,273
THE SECRETARY OF STATE'S office. Upon the expiration of sixty 2,274
days after such THE filing, the authority of the agent shall 2,275
terminate. 2,276
(G)(F) A foreign corporation may revoke the appointment of 2,278
a designated agent by filing with the secretary of state, on a 2,279
form prescribed by the secretary of state, a written appointment 2,281
of AN AMENDMENT TO ITS APPLICATION FOR A FOREIGN LICENSE
APPOINTING another agent and THAT INCLUDES a statement that the 2,283
appointment of the former agent is revoked. 2,284
(H)(G) Process may be served upon a foreign corporation by 2,286
delivering a copy of it to its designated agent, if a natural 2,287
person, or by delivering a copy of it at the address of its agent 2,288
in this state, as such THE address appears upon the record in the 2,290
office of the secretary of state. 2,291
(I)(H) This section does not limit or affect the right to 2,293
serve process upon a foreign corporation in any other manner 2,294
permitted by law. 2,295
(J)(I) Every foreign corporation for profit shall state in 2,297
each annual report filed by it with the department of taxation 2,298
the name and address of its designated agent in this state. 2,299
52
(K) A written appointment of a designated agent or a 2,301
written statement filed by a foreign corporation in the office of 2,302
the secretary of state shall be signed by any authorized officer 2,303
of the corporation. A written statement filed in the office of 2,305
the secretary of state by a designated agent in behalf of a 2,306
foreign corporation pursuant to division (E) of this section 2,307
shall be signed by such agent and, if the agent is a corporation, 2,308
by any authorized officer of the corporation. 2,309
(L) For filing a written appointment of an agent other 2,311
than one filed with the application for a license to transact 2,312
business in this state or to exercise its corporate privileges in 2,313
this state, and for filing a statement of change of address of an 2,314
agent or a change of location of a principal office, the 2,315
secretary of state shall charge and collect a fee of three 2,316
dollars. 2,317
Sec. 1703.15. No foreign corporation shall transact in 2,326
this state any business that could not be lawfully transacted by 2,327
a domestic corporation. Whenever the secretary of state finds 2,328
that a foreign corporation licensed to transact business in this 2,329
state is transacting in this state a business that a domestic 2,330
corporation could not lawfully transact, is transacting business 2,331
in this state in a corporate name that is not readily 2,332
distinguishable from the name of every other corporation, LIMITED 2,333
LIABILITY COMPANY, LIMITED LIABILITY PARTNERSHIP, OR LIMITED 2,334
PARTNERSHIP, domestic or foreign, OR EVERY TRADE NAME, REGISTERED 2,335
IN THE OFFICE OF THE SECRETARY OF STATE, theretofore authorized 2,336
to transact business in this state, without the consent of the 2,337
other corporation, LIMITED LIABILITY COMPANY, LIMITED LIABILITY 2,338
PARTNERSHIP, LIMITED PARTNERSHIP, OR TRADE NAME REGISTRANT, 2,339
evidenced by a resolution of its board of directors certified by 2,340
its secretary or assistant secretary and IN WRITING filed with 2,341
the secretary of state PURSUANT TO SECTION 1703.04 OF THE REVISED 2,343
CODE, or has failed, after the death or resignation of its 2,344
designated agent or his THE DESIGNATED AGENT'S removal from this 2,345
53
state, to designate another agent as required by section 1703.041 2,347
of the Revised Code, the secretary of state shall give notice 2,348
thereof by certified mail to the corporation, and unless such. 2,349
UNLESS THAT failure is cured within thirty days after the mailing 2,350
by the secretary of state of the notice or within such further 2,352
period as the secretary of state grants, the secretary of state 2,353
shall, upon the expiration of such period, SHALL cancel the 2,354
license of the foreign corporation to transact business in this 2,355
state, give notice of the cancellation to the corporation by 2,356
mail, and make a notation of the cancellation on his THE 2,357
SECRETARY OF STATE'S records.
A FOREIGN CORPORATION WHOSE LICENSE HAS BEEN CANCELED MAY 2,360
BE REINSTATED UPON ITS FILING WITH THE SECRETARY OF STATE, ON A 2,361
FORM PRESCRIBED BY THE SECRETARY OF STATE, AN APPLICATION FOR 2,362
REINSTATEMENT ACCOMPANIED BY A FEE OF TEN DOLLARS. IF THE
APPLICATION FOR REINSTATEMENT IS SUBMITTED IN A TAX YEAR OR 2,363
CALENDAR YEAR OTHER THAN THAT IN WHICH THE CANCELLATION OCCURRED, 2,365
THE APPLICATION ALSO SHALL BE ACCOMPANIED BY A CERTIFICATE OF 2,366
REINSTATEMENT ISSUED BY THE DEPARTMENT OF TAXATION. THE NAME OF 2,367
A CORPORATION WHOSE LICENSE HAS BEEN CANCELED PURSUANT TO THIS 2,368
SECTION SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER THE DATE 2,369
OF CANCELLATION. IF THE REINSTATEMENT IS NOT MADE WITHIN ONE 2,371
YEAR AFTER THE DATE OF CANCELLATION OF THE FOREIGN LICENSE AND IT 2,372
APPEARS THAT A CORPORATE NAME, LIMITED LIABILITY COMPANY NAME, 2,373
LIMITED LIABILITY PARTNERSHIP NAME, LIMITED PARTNERSHIP NAME, OR 2,374
TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT
DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN DIVISION (D) OF 2,376
SECTION 1703.04 OF THE REVISED CODE, THE SECRETARY OF STATE SHALL 2,379
REQUIRE THE APPLICANT FOR THE REINSTATEMENT, AS A CONDITION 2,380
PREREQUISITE TO SUCH REINSTATEMENT, TO APPLY FOR AUTHORIZATION TO 2,381
TRANSACT BUSINESS IN THIS STATE UNDER AN ASSUMED NAME. 2,382
Sec. 1703.19. The secretary of state shall be the agent of 2,391
any foreign corporation licensed to do business in this state, 2,392
upon whom process against it from any court in this state or from 2,393
54
any public authorities may be served within this state if the 2,394
designated agent cannot be found, if the corporation has failed 2,395
to designate another agent when required to do so under sections 2,396
1703.01 to 1703.31 of the Revised Code, or if the license of a 2,397
corporation to do business in this state has expired or has been 2,398
canceled. Pursuant to such service, suit may be brought in the 2,399
county where the principal office of the corporation in this 2,400
state is or was located, or in any county in which the cause of 2,401
action arose. Such service shall be made upon the secretary of 2,402
state by leaving with him THE SECRETARY OF STATE, or with an 2,403
assistant secretary of state, triplicate QUADRUPLICATE copies of 2,405
such process and a fee of five dollars which shall be included as 2,407
taxable costs in case of judicial proceedings. Upon receipt of 2,408
such process and fee the secretary of state shall forthwith give 2,409
notice to the corporation, both at its principal office and, at 2,410
its principal office in this state, AND AT ANY DIFFERENT ADDRESS 2,411
SHOWN ON ITS LAST FRANCHISE TAX REPORT FILED IN THIS STATE, of 2,412
the service of such process, shall forward BY FORWARDING to each 2,413
of such offices by certified mail, with request for return 2,415
receipt, a copy of such process, and shall retain a copy of such 2,416
process in his THE SECRETARY OF STATE'S files.
The secretary of state shall keep a record of any such 2,418
process served upon him THE SECRETARY OF STATE and shall record 2,419
therein the time of such service and his THE SECRETARY OF STATE'S 2,421
action thereafter with respect to it. 2,422
This section does not affect any right to serve process 2,424
upon a foreign corporation in any other manner permitted by law. 2,425
Sec. 1705.05. (A) The name of a limited liability company 2,434
shall include the words, "limited liability company," without 2,435
abbreviation or shall include one of the following abbreviations: 2,436
"LLC," "L.L.C.," "limited," "ltd.," or "ltd". 2,437
(B)(1) Except as provided in this section and in sections 2,439
1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised 2,440
Code, the secretary of state shall not accept for filing in the 2,442
55
secretary of state's office the articles of organization of a
limited liability company if the company name set forth in the 2,444
articles is not distinguishable on the records of the secretary 2,445
of state from the name of either ANY of the following: 2,446
(a) Any other limited liability company, whether the name 2,448
is of a domestic limited liability company or of a foreign 2,449
limited liability company registered as a foreign limited 2,450
liability company under this chapter; 2,451
(b) Any corporation, whether the name is of a domestic 2,453
corporation or of a foreign corporation holding a license as a 2,454
foreign corporation under the laws of this state PURSUANT TO 2,456
CHAPTER 1701., 1702., OR 1703. OF THE REVISED CODE;
(c) ANY LIMITED LIABILITY PARTNERSHIP, WHETHER THE NAME IS 2,458
OF A DOMESTIC LIMITED LIABILITY PARTNERSHIP OR A FOREIGN LIMITED 2,459
LIABILITY PARTNERSHIP REGISTERED PURSUANT TO CHAPTER 1775. OF THE 2,460
REVISED CODE;
(d) ANY LIMITED PARTNERSHIP, WHETHER THE NAME IS OF A 2,463
DOMESTIC LIMITED PARTNERSHIP OR A FOREIGN LIMITED PARTNERSHIP 2,464
REGISTERED PURSUANT TO CHAPTER 1782. OF THE REVISED CODE; 2,465
(e) ANY TRADE NAME TO WHICH THE EXCLUSIVE RIGHT, AT THE 2,467
TIME IN QUESTION, IS REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,468
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,469
(2) The secretary of state may accept for filing in the 2,471
secretary of state's office the articles of organization of a 2,473
limited liability company whose name set forth in the articles is 2,474
not distinguishable on the records of the secretary of state from 2,475
ANY TRADE NAME OR the name of another limited liability company, 2,476
corporation, LIMITED LIABILITY PARTNERSHIP, or limited 2,477
partnership if there also is filed in the secretary of state's 2,478
office the consent of the other limited liability company, 2,479
corporation, ENTITY or limited partnership, IN THE CASE OF A 2,480
REGISTERED TRADE NAME, THE PERSON IN WHOSE NAME IS REGISTERED THE 2,481
EXCLUSIVE RIGHT to the use of the particular name. 2,482
(C) A consent given by a limited liability company AN 2,484
56
ENTITY OR PERSON IN WHOSE NAME IS REGISTERED THE EXCLUSIVE RIGHT 2,485
TO USE A TRADE NAME, to the use of a name by another A limited 2,486
liability company, shall be in the form of an instrument, 2,488
prescribed by the secretary of state, that is signed by an 2,489
authorized member, manager, OFFICER or other AUTHORIZED 2,490
representative of the consenting limited liability company ENTITY 2,491
OR PERSON IN WHOSE NAME THE TRADE NAME IS REGISTERED. 2,492
(D) If a judicial sale or a judicial transfer by sale, 2,494
transfer of good will, or otherwise involves the right to use the 2,495
name of a domestic limited liability company or of a foreign 2,496
limited liability company registered as a foreign limited 2,497
liability company under this chapter, then, at the request of the 2,498
purchaser or transferee of that right, the secretary of state 2,499
shall accept for filing articles of organization of a limited 2,500
liability company with a name that is the same as or similar to 2,501
the name of the other limited liability company if there also is 2,502
filed in the secretary of state's office a certified copy of the 2,504
court order or decree that confirms or otherwise evidences the 2,505
purchase or transfer.
(E) Any person that wishes to reserve a name for a 2,507
proposed new limited liability company or any limited liability 2,508
company that intends to change its name may submit to the 2,509
secretary of state, on a form prescribed by the secretary of 2,510
state, a written application for the exclusive right to use a 2,512
specified name as the name of the company. If the secretary of 2,513
state finds, consistent with this section, that the specified 2,514
name is available for use, the secretary of state shall endorse 2,515
the secretary of state's approval upon and file the application. 2,516
From the date of the endorsement FILING, the applicant has the 2,517
exclusive right for sixty days to use the specified name as the 2,519
name of the limited liability company, counting the date of the 2,520
endorsement FILING as the first of the sixty days. The right so 2,522
obtained may be transferred by the applicant or other holder of 2,523
the right by filing in the office of the secretary of state a 2,524
57
written transfer, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, 2,525
that states the name and address of the transferee. 2,526
(F) The secretary of state shall charge and collect a fee 2,528
of five dollars for filing under this section any application or 2,529
document other than articles of organization or a consent to the 2,530
use of a name. 2,531
Sec. 1705.07. (A) If articles of organization or another 2,541
certificate OTHER CERTIFICATES relating to a limited liability 2,542
company is filed with ARE SUBMITTED TO the secretary of state and 2,544
he THE SECRETARY OF STATE finds that it complies THEY COMPLY with 2,545
this chapter, he THE SECRETARY OF STATE shall endorse on ACCEPT 2,547
the document the date of its ARTICLES OR OTHER CERTIFICATES FOR 2,548
filing and a file number and shall make a copy of the endorsed 2,549
document ARTICLES OR OTHER CERTIFICATES for his THE SECRETARY OF 2,550
STATE'S records BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR 2,551
DIGITIZED PROCESS. The document endorsed by EVIDENCE OF the 2,552
secretary of state FILING shall be returned to the person who 2,553
filed it.
(B) The secretary of state is not required to file any 2,555
document that relates to a limited liability company except 2,556
documents required to be filed under this chapter. The duties 2,557
imposed upon the secretary of state by this chapter are 2,558
ministerial. The secretary of state shall not make any 2,559
determination regarding the legal sufficiency of any document 2,560
that is presented for filing under this chapter, and that appears 2,561
on its face to be legally sufficient. 2,562
(C) No person dealing with a limited liability company is 2,564
charged with constructive notice of the contents of any document 2,565
by reason of its filing with the secretary of state. 2,566
Sec. 1705.54. (A) Before transacting business in this 2,576
state, a foreign limited liability company shall register with 2,577
the secretary of state. The company shall register by submitting 2,578
to the secretary of state an application for registration as a 2,579
foreign limited liability company. The application shall be on a 2,580
58
form that is prescribed by the secretary of state, be signed by 2,581
an authorized representative of the company, and set forth all of 2,582
the following: 2,583
(1) The name of the company and, if different, the name 2,585
under which it is registered or organized in the state of its 2,586
organization; 2,587
(2) The state in which it was organized and the date of 2,589
its formation; 2,590
(3) The name and address of an agent for service of any 2,592
process, notice, or demand on the company. The appointed agent 2,593
shall be an individual who is a resident of this state, a 2,594
domestic corporation, or a foreign corporation that has a place 2,595
of business and is authorized to do business in this state. 2,596
(4) A statement that the secretary of state is appointed 2,598
the agent of the company for service of any process, notice, or 2,599
demand on the company if an agent is not appointed as described 2,600
in division (A)(3) of this section or if an agent is appointed 2,601
pursuant to that division but the authority of that agent has 2,602
been revoked or the agent cannot be found or served after the 2,603
exercise of reasonable diligence; 2,604
(5) An address to which interested persons may direct 2,606
requests for copies of the articles of organization, operating 2,607
agreement, bylaws, or other charter documents of the company. 2,608
(B) Upon receipt of an application for registration as a 2,610
foreign limited liability company and the filing fee required by 2,611
law, the secretary of state shall endorse on ACCEPT the 2,612
application the date of its FOR filing and a file number and 2,614
shall make a copy of the endorsed application for his THE 2,615
SECRETARY OF STATE'S records BY MICROFILM OR BY ANY AUTHORIZED
PHOTOSTATIC OR DIGITIZED PROCESS. The application as endorsed by 2,616
EVIDENCE OF the secretary of state FILING shall be returned to 2,618
the company or its representative.
(C) Upon being filed in accordance with division (B) of 2,620
this section, an application for registration as a foreign 2,621
59
limited liability company shall be deemed to be the certificate 2,622
of registration of the applicant as a foreign limited liability 2,623
company authorized to transact business in this state. 2,624
Sec. 1705.55. If any statement in an application for 2,633
registration as a foreign limited liability company is materially 2,634
false when made or if any facts described in the application have 2,635
changed making it inaccurate in any material respect, the foreign 2,636
limited liability company shall file promptly with the secretary 2,637
of state a certificate correcting the application that shall be 2,638
on a form that is prescribed by the secretary of state and be
signed by an authorized representative of the company. IF THE 2,639
APPLICATION FOR REGISTRATION OR A SUBSEQUENT CERTIFICATE OF 2,640
CORRECTION BECOMES INACCURATE BECAUSE THE DESIGNATED AGENT 2,642
CHANGES THE AGENT'S ADDRESS FROM THAT APPEARING IN THE 2,643
REGISTRATION APPLICATION OR ANY SUBSEQUENT CERTIFICATE OF
CORRECTION OF THE REGISTRATION APPLICATION, THE FOREIGN LIMITED 2,644
LIABILITY COMPANY, OR THE DESIGNATED AGENT ON ITS BEHALF, SHALL 2,645
FILE PROMPTLY WITH THE SECRETARY OF STATE A NEW CERTIFICATE OF 2,646
CORRECTION SETTING FORTH THE NEW ADDRESS. 2,648
Sec. 1733.08. (A) When the articles and other documents 2,657
relating to the credit union have been filed with SUBMITTED TO 2,658
the secretary of state, he THE SECRETARY OF STATE shall note 2,660
ACCEPT the date of his approval ARTICLES AND OTHER DOCUMENTS for 2,661
filing, a file number, properly AND record the same, and properly 2,663
certify and return said articles BY MICROFILM OR BY ANY
AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE OF THE 2,664
FILING SHALL BE RETURNED to the credit union. 2,665
(B) The legal existence of the credit union shall begin 2,667
upon the filing of the articles with the secretary of state. 2,668
Sec. 1733.37. (A) If it appears that any credit union is 2,678
bankrupt or insolvent, that its shares are impaired, that it has 2,679
violated this chapter, or rules adopted by the superintendent of 2,680
credit unions, or that it is operating in an unsafe or unsound 2,681
manner, or if the credit union is experiencing a declining trend 2,682
60
in its financial condition and a majority of its board of 2,683
directors, by resolution, requests the issuance of an order under 2,684
this division, the superintendent may issue an order revoking the 2,685
credit union's articles of incorporation and appointing a 2,686
liquidating agent to liquidate the credit union in accordance 2,687
with this section. 2,688
(B) A credit union under order to liquidate or in the 2,690
course of liquidation, shall continue in existence for the 2,691
purpose of discharging its debts, collecting and distributing its 2,692
assets, and doing all acts required in order to wind up its 2,693
business, and may sue and be sued for the purpose of enforcing 2,694
such debts and obligations until its affairs are fully adjusted. 2,695
The board of directors, or in the case of involuntary 2,696
dissolution, the liquidating agent, shall use the assets of the 2,697
credit union to pay: first, expenses incidental to liquidation, 2,698
including any surety bond that may be required; second, any 2,699
liability due nonmembers; third, redemption of shares and share 2,700
accounts. Assets then remaining shall be distributed to the 2,701
members proportionately to the purchase price of shares held by 2,702
each member as of the date dissolving was voted, or the date of 2,703
suspension, as the case may be. 2,704
(C) As soon as the board or the liquidating agent 2,706
determines that all assets from which there is a reasonable 2,707
expectancy of realization have been liquidated and distributed as 2,708
set forth in this section, it shall execute a certificate of 2,709
dissolution on a form prescribed by the superintendent of credit 2,710
unions and file SUBMIT the certificate with TO the secretary of 2,712
state who shall, after filing or recording and indexing, forward 2,713
EVIDENCE OF the certificate FILING to the superintendent, 2,714
whereupon the credit union shall be dissolved. 2,716
(D) If the articles of a credit union have been canceled 2,718
for cause, or if a credit union has filed a certificate of 2,719
dissolution or has indicated an intention to file such 2,720
certificate, and the directors and officers of the credit union, 2,721
61
in the opinion of the superintendent, are not conducting the 2,722
liquidation proceedings in an expeditious, orderly, and efficient 2,723
manner or in the best interest of its members, the superintendent 2,724
may terminate the liquidation proceedings and issue an order 2,725
appointing a liquidating agent to liquidate the credit union in 2,726
accordance with this section. Such liquidating agent shall 2,727
furnish bond for the faithful discharge of his THE LIQUIDATING 2,728
AGENT'S duties in an amount to be approved by the superintendent. 2,730
(E) The liquidating agent may, under such rules as the 2,732
superintendent prescribes: 2,733
(1) Receive and take possession of the books, records, 2,735
assets, and property of every description of the credit union in 2,736
liquidation; sell, enforce collection of, and liquidate all such 2,737
assets and property; compound all bad or doubtful debts, sue in 2,738
the name of the credit union in liquidation, and defend such 2,739
actions as are brought against him as THE liquidating agent IN 2,741
THE CAPACITY AS SUCH or against the credit union; 2,742
(2) Receive, examine, and pass upon all claims against the 2,744
credit union in liquidation, including claims of members; 2,745
(3) Make distribution and payment to creditors and members 2,747
as their interests appear; 2,748
(4) Execute such documents and papers and do such other 2,750
acts as he THE LIQUIDATING AGENT deems necessary or desirable to 2,751
discharge his OFFICIAL duties. 2,752
(F) The expenses incurred by the liquidating agent in the 2,754
liquidation of the credit union include the compensation of the 2,755
liquidating agent and any other necessary or proper expenses 2,756
connected therewith, all of which shall be paid in order of 2,757
priority out of the property of such credit union in the hands of 2,758
the liquidating agent. Such expenses of liquidation, including 2,759
the compensation of the liquidating agent, are subject to 2,760
approval by the superintendent unless such agent is appointed by 2,761
the court. In no event shall the total of such expenses exceed 2,762
ten per cent of the assets of the credit union existing at the 2,763
62
date of the appointment of the liquidating agent, nor shall the 2,764
compensation of such agent exceed five per cent of such assets 2,765
upon such date or five thousand dollars, whichever is the lesser 2,766
amount. 2,767
(G) Subject to the prior approval of the superintendent, a 2,769
credit union may enter into a purchase and assumption agreement 2,770
to purchase any of the assets or assume any of the liabilities of 2,771
a credit union for which a liquidating agent has been appointed 2,772
by order of the superintendent in accordance with this section. 2,773
All persons, associations, and select groups eligible for 2,774
membership in the credit unions that are parties to the purchase 2,775
and assumption agreement shall be deemed to have a common bond of 2,776
association. The assumption of the field of membership may be 2,777
restricted, as specified in the purchase and assumption 2,778
agreement. 2,779
Sec. 1775.61. (A) To become a domestic limited liability 2,789
partnership, a partnership shall file with the secretary of state 2,791
a registration application on a form prescribed by the secretary 2,792
of state that contains only the following information:
(1) The name of the partnership; 2,794
(2) The address of the partnership's principal office, or, 2,796
if the partnership's principal office is not located in this 2,797
state, the address of the partnership office filing for 2,798
registration and the name and address of a statutory agent for 2,799
service of process within this state; 2,800
(3) A brief statement of the business in which the 2,802
partnership engages; 2,803
(4) A statement indicating that the partnership is 2,805
applying for status as a limited liability partnership; 2,807
(5) The effective date of the registration, which date may 2,809
be on or after the date of the filing of the registration 2,810
application.
(B) Every partnership filing a registration application 2,813
whose principal place of business is not in this state shall have 2,814
63
and maintain a statutory agent upon whom any process, notice, or 2,815
demand may be served. 2,816
(C) The registration application shall be executed by a 2,818
majority in interest of the partners or by one or more partners 2,819
authorized by the partnership to execute a registration 2,820
application. 2,821
(D) The registration application shall be accompanied by 2,824
the application fee specified in division (F) of section 111.16 2,825
of the Revised Code.
(E) The secretary of state shall register as a registered 2,827
limited liability partnership, any partnership that submits a 2,829
completed registration application with the required fee. 2,830
(F) If there has been substantial compliance by a 2,832
partnership with this chapter, the THE partnership becomes a 2,833
registered limited liability partnership upon filing its 2,834
completed registration application and the required fee with the 2,835
secretary of state or at any later date or time specified in the 2,836
registration application. A partnership continues to be a 2,838
limited liability partnership if the partnership has 2,839
substantially complied with the requirements of this chapter. 2,840
The status of a partnership as a limited liability partnership 2,841
shall not be adversely affected by minor errors or subsequent 2,842
changes in the information provided in a registration application 2,843
filed pursuant to division (A) of this section. 2,844
(G) IF ANY STATEMENT IN THE APPLICATION FOR REGISTRATION 2,846
OF A DOMESTIC LIMITED LIABILITY PARTNERSHIP WAS MATERIALLY FALSE 2,847
WHEN MADE OR IF ANY FACTS DESCRIBED HAVE CHANGED, THEREBY MAKING 2,848
THE APPLICATION INACCURATE IN ANY MATERIAL RESPECT, THE DOMESTIC 2,849
LIMITED LIABILITY PARTNERSHIP SHALL PROMPTLY FILE WITH THE 2,850
SECRETARY OF STATE A CERTIFICATE CORRECTING THE APPLICATION ON A
FORM PRESCRIBED BY THE SECRETARY OF STATE AND THE CERTIFICATE 2,851
SHALL BE SIGNED BY ONE OR MORE PARTNERS AUTHORIZED BY THE 2,852
PARTNERSHIP TO EXECUTE SUCH A STATEMENT OF CORRECTION. 2,853
(H) Registration as a domestic limited liability 2,856
64
partnership ceases if either of the following occurs: 2,858
(1) The registration is voluntarily withdrawn by filing 2,861
with the secretary of state, on a form prescribed by the
secretary of state, a written withdrawal notice executed by a 2,863
majority in interest of the partners or by one or more partners 2,864
authorized by the partnership to execute a withdrawal notice; 2,865
(2) The registration is canceled by the secretary of state 2,867
pursuant to section 1775.63 of the Revised Code. 2,868
(H) The secretary of state may provide forms for 2,870
registration applications. 2,871
Sec. 1775.62. (A) The name of a domestic registered 2,880
limited liability partnership shall contain the words "registered 2,882
partnership having limited liability" or "limited liability 2,883
partnership," or the abbreviation "P.L.L.," "PLL", "L.L.P.," or 2,885
"LLP" as the last words or letters of its name.
(B) The name of a foreign limited liability partnership 2,888
doing business in this state shall contain one of the following
as the last words or letters of its name: 2,889
(1) The words "registered limited liability partnership" 2,891
or "limited liability partnership"; 2,892
(2) The abbreviation "P.L.L.," "PLL," "L.L.P.," or "LLP"; 2,895
(3) Other similar words or abbreviations that are required 2,897
or authorized by the laws of the state where the partnership was 2,898
formed.
(C) THE NAME OF A DOMESTIC REGISTERED LIMITED LIABILITY 2,901
PARTNERSHIP OR FOREIGN LIMITED LIABILITY PARTNERSHIP SHALL BE 2,902
DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF THE SECRETARY 2,903
OF STATE FROM ALL OF THE FOLLOWING: 2,904
(1) THE NAME OF ANY OTHER LIMITED LIABILITY PARTNERSHIP 2,907
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 2,908
THIS CHAPTER, WHETHER DOMESTIC OR FOREIGN;
(2) THE NAME OF ANY DOMESTIC CORPORATION THAT IS FORMED 2,911
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE OR ANY FOREIGN 2,912
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 2,915
65
REVISED CODE;
(3) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 2,918
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 2,919
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,921
(4) THE NAME OF ANY LIMITED PARTNERSHIP REGISTERED IN THE 2,923
OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1782. OF THE 2,925
REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 2,927
(5) ANY TRADE NAME THE EXCLUSIVE RIGHT TO WHICH IS AT THE 2,929
TIME IN QUESTION REGISTERED IN THE OFFICE OF THE SECRETARY OF 2,930
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 2,932
Sec. 1775.64. (A) Before transacting business in this 2,942
state, a foreign limited liability partnership shall file a 2,943
registration application with the secretary of state. The
application shall be on a form prescribed by the secretary of 2,944
state and shall set forth only the following information: 2,945
(1) The name of the partnership; 2,947
(2) The jurisdiction pursuant to the laws of which it was 2,949
organized as a limited liability partnership; 2,951
(3) The address of its principal office or, if the 2,953
partnership's principal office is not located in this state, the 2,954
address of a registered office; 2,955
(4) The name and address of its agent for service of 2,957
process in this state; 2,958
(5) A brief statement of the business in which the 2,960
partnership engages. 2,961
(B) A registration application shall be accompanied by the 2,963
application fee specified in division (F) of section 111.16 of 2,964
the Revised Code. 2,965
(C) A foreign limited liability partnership transacting 2,968
business in this state shall comply with the name, CORRECTION, 2,969
and annual reporting requirements set forth in division (G) OF 2,970
SECTION 1775.61, DIVISIONS (B) AND (C) of section 1775.62, and 2,971
section 1775.63 of the Revised Code and shall comply with any 2,973
statutory or administrative registration or filing requirements 2,974
66
governing the specific type of business in which the partnership 2,975
engages.
(D) The secretary of state shall register as a foreign 2,978
limited liability partnership, any foreign limited liability 2,979
partnership that submits a completed registration application
with the required fee. 2,980
(E) REGISTRATION AS A FOREIGN LIMITED LIABILITY 2,982
PARTNERSHIP CEASES IF EITHER OF THE FOLLOWING OCCURS: 2,983
(1) THE REGISTRATION IS VOLUNTARILY WITHDRAWN BY FILING 2,985
WITH THE SECRETARY OF STATE, ON A FORM PRESCRIBED BY THE 2,986
SECRETARY OF STATE, A WRITTEN WITHDRAWAL NOTICE SIGNED BY ONE OR 2,987
MORE PARTNERS AUTHORIZED BY THE PARTNERSHIP TO EXECUTE A 2,988
WITHDRAWAL NOTICE.
(2) THE REGISTRATION IS CANCELED BY THE SECRETARY OF STATE 2,990
PURSUANT TO SECTION 1775.63 OF THE REVISED CODE. 2,991
Sec. 1782.02. (A) The name of any limited partnership, as 3,000
set forth in its certificate of limited partnership, shall 3,001
include "Limited Partnership," "L.P.," "Limited," or "Ltd." and 3,002
shall not contain the name of a limited partner unless either of 3,003
the following are true:
(A)(1) It is also the name of a general partner; 3,005
(B)(2) The business of the limited partnership had been 3,007
carried on under that name before the admission of that limited 3,008
partner. 3,009
(B) THE NAME OF A LIMITED PARTNERSHIP SHALL BE 3,012
DISTINGUISHABLE UPON THE RECORDS IN THE OFFICE OF THE SECRETARY 3,013
OF STATE FROM ALL OF THE FOLLOWING: 3,014
(1) THE NAME OF ANY OTHER LIMITED PARTNERSHIP REGISTERED 3,017
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO THIS CHAPTER, 3,018
WHETHER DOMESTIC OR FOREIGN;
(2) THE NAME OF ANY DOMESTIC CORPORATION THAT IS FORMED 3,021
UNDER CHAPTER 1701. OR 1702. OF THE REVISED CODE OR ANY FOREIGN 3,022
CORPORATION THAT IS REGISTERED PURSUANT TO CHAPTER 1703. OF THE 3,025
REVISED CODE;
67
(3) THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED 3,028
IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. 3,029
OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 3,031
(4) THE NAME OF ANY LIMITED LIABILITY PARTNERSHIP 3,033
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO 3,035
CHAPTER 1775. OF THE REVISED CODE, WHETHER DOMESTIC OR FOREIGN; 3,037
(5) ANY TRADE NAME THE EXCLUSIVE RIGHT TO WHICH IS AT THE 3,039
TIME IN QUESTION REGISTERED IN THE OFFICE OF THE SECRETARY OF 3,040
STATE PURSUANT TO CHAPTER 1329. OF THE REVISED CODE. 3,042
Sec. 1782.09. (A) A certificate of limited partnership 3,051
shall be amended by filing a certificate of amendment with the 3,052
secretary of state. The certificate of amendment shall be on a 3,053
form prescribed by the secretary of state and shall state all of 3,054
the following:
(1) The name of the limited partnership and the file 3,056
number assigned to it by the secretary of state; 3,057
(2) The date of the first filing of the certificate of 3,059
limited partnership and, if different, the date of the first 3,060
filing by the partnership with the secretary of state pursuant to 3,061
section 1782.63 of the Revised Code;
(3) The amendment to the certificate of limited 3,063
partnership. 3,064
(B) Within thirty days after the occurrence of any of the 3,066
following events, an amendment to a certificate of limited 3,067
partnership reflecting the occurrence of the event shall be filed 3,068
pursuant to division (A) of this section: 3,069
(1) A new general partner is admitted; 3,071
(2) A general partner withdraws; 3,073
(3) The business is continued pursuant to section 1782.44 3,075
of the Revised Code after an event of withdrawal of a general 3,076
partner; 3,077
(4) The address of the principal place of business of the 3,079
limited partnership changes; 3,080
(5) The name or identity of the statutory agent changes; 3,082
68
(6) The address of the statutory agent changes; 3,084
(7) The name of the limited partnership is changed. 3,086
(C) A general partner who becomes aware that any statement 3,088
in the certificate of limited partnership was materially false 3,089
when made or that any arrangements or other facts described have 3,090
changed, thereby making the certificate materially inaccurate, 3,091
promptly shall amend the certificate. 3,092
IF THE CERTIFICATE BECOMES INACCURATE BECAUSE THE 3,094
DESIGNATED AGENT CHANGES THE AGENT'S ADDRESS FROM THAT APPEARING 3,095
IN THE CERTIFICATE OF LIMITED PARTNERSHIP OR ANY SUBSEQUENT 3,096
AMENDMENT THERETO, THE LIMITED PARTNERSHIP, OR THE DESIGNATED 3,097
AGENT ON ITS BEHALF, SHALL FILE PROMPTLY WITH THE SECRETARY OF 3,098
STATE, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, AN 3,099
AMENDMENT SETTING FORTH THE NEW ADDRESS. 3,100
(D) A certificate of limited partnership may be amended at 3,102
any time for any other proper purpose the general partners 3,103
determine. 3,104
(E) A person is not liable because an amendment to a 3,106
certificate of limited partnership has not been filed to reflect 3,107
the occurrence of an event referred to in division (B) of this 3,108
section if the amendment is filed within the thirty-day period 3,109
specified in that division. 3,110
(F) A certificate of limited partnership may be restated 3,112
at any time by filing a restatement of the certificate of limited 3,113
partnership with the secretary of state. 3,114
Sec. 1782.13. (A)(1) Subject to section 1782.63 of the 3,123
Revised Code, one signed copy of the certificate of limited 3,124
partnership, any certificate of amendment, cancellation, 3,125
amendment of certificate of cancellation, disclaimer of general 3,126
partner status, or cancellation of disclaimer of general partner 3,127
status, or any judicial decree of amendment or cancellation shall 3,128
be filed with the secretary of state. 3,129
(2) A person who executes a certificate as described in 3,131
division (A)(1) of this section as an agent or fiduciary is not 3,132
69
required to exhibit evidence of his THE PERSON'S authority as a 3,133
prerequisite to filing that certificate. 3,135
(3) Upon receipt of all filing fees required by law, the 3,137
secretary of state shall endorse upon ACCEPT a certificate or 3,138
other document executed as described in division (A)(1) of this 3,140
section the fact of FOR filing and a file number and shall make a 3,142
copy of the certificate or other document in legible handwriting, 3,144
typewriting, printing, BY microfilm, or by any other authorized 3,145
photostatic OR DIGITIZED process. The certificate EVIDENCE of 3,146
other document certified by the secretary of state FILING shall 3,147
be returned to the person filing the certificate or document. 3,149
(B) Upon the filing of a certificate of amendment or 3,151
judicial decree of amendment with the secretary of state, the 3,152
certificate of limited partnership shall be amended as set forth 3,154
in the certificate or decree of amendment. Upon the effective 3,155
date of a certificate of cancellation or a judicial decree of 3,156
cancellation, the certificate of limited partnership shall be 3,157
canceled.
(C) The duties imposed upon the secretary of state by this 3,159
chapter are ministerial. The secretary of state shall not make 3,160
any determination regarding the legal sufficiency of any 3,161
certificate or other document presented for filing that appears 3,162
on its face to be legally sufficient.
Sec. 1782.48. Except as otherwise provided in the Ohio 3,171
Constitution:
(A) The laws of the state under which a foreign limited 3,173
partnership is organized govern its organization and internal 3,174
affairs and the liability of its limited partners; 3,175
(B) A EXCEPT AS PROVIDED IN SECTION 1782.51 OF THE REVISED 3,177
CODE, A foreign limited partnership may not be denied 3,178
registration by reason of any difference between those laws and 3,179
the laws of this state.
Sec. 1782.50. (A) Upon receipt of an application for 3,188
registration of a foreign limited partnership as described in 3,189
70
section 1782.49 of the Revised Code and all filing fees required 3,190
by law, the secretary of state shall endorse on ACCEPT the 3,191
application his FOR filing, the date of filing, and a file 3,193
number, and shall make a copy thereof in legible handwriting, 3,194
typewriting, printing, OF THE APPLICATION BY microfilm, or by any 3,195
authorized photostatic OR DIGITIZED process. The application 3,196
certified by EVIDENCE OF the secretary of state FILING shall be 3,197
returned to the person who filed it. 3,198
(B) Upon having been filed as provided in division (A) of 3,201
this section, an application for registration as a foreign
limited partnership shall be deemed to be the applicant's 3,202
certificate of registration as a foreign limited partnership in 3,203
this state. 3,204
Sec. 1782.52. If any statement in the application for 3,213
registration of a foreign limited partnership was materially 3,214
false when made or if any arrangements or other facts described 3,215
have changed, thereby making the application inaccurate in any 3,216
material respect, the foreign limited partnership shall promptly 3,217
file PROMPTLY with the secretary of state a certificate 3,218
correcting the application on a form prescribed by the secretary 3,219
of state and shall be signed by a general partner. 3,220
IF THE DESIGNATED AGENT CHANGES THE AGENT'S ADDRESS FROM 3,222
THAT APPEARING IN THE REGISTRATION APPLICATION OR ANY SUBSEQUENT 3,223
CORRECTION OF THE REGISTRATION APPLICATION, THE FOREIGN LIMITED 3,224
LIABILITY PARTNERSHIP, OR THE DESIGNATED AGENT ON ITS BEHALF, 3,225
SHALL FILE PROMPTLY WITH THE SECRETARY OF STATE, ON A FORM 3,226
PRESCRIBED BY THE SECRETARY OF STATE, A STATEMENT OF CORRECTION 3,227
SETTING FORTH THE NEW ADDRESS. 3,228
Sec. 3927.05. If any foreign insurance company, 3,237
association, or partnership doing business in this state makes an 3,238
application for a change of venue, or applies to remove a suit 3,239
begun in a court of this state, in which it has been sued by a 3,240
citizen of this state, to any federal court, or enters into any 3,241
compact or combination with other insurance companies, or 3,242
71
requires its agents to enter into any compact or combination with 3,243
other insurance agents or companies, for the purpose of 3,244
controlling the rates charged for fire insurance on property in 3,245
this state, or of controlling the per cent of commission or 3,246
compensation to be allowed agents for procuring contracts for 3,247
such insurance on such property, the superintendent of insurance 3,248
forthwith shall revoke and recall the license to it to do 3,249
business in this state, and no renewal thereof OF THE LICENSE 3,250
shall be granted for three years after its revocation. No such 3,251
company, association, or partnership shall transact any business 3,252
in this state until it is again licensed and authorized to do so. 3,253
This section does not prevent one or more of such companies 3,255
from employing a common agent to supervise defective structures, 3,256
or to advise respecting them, and to suggest improvements for 3,257
lessening their fire hazards, or to advise as to the relative 3,258
values of risks. 3,259
Sec. 5733.22. (A)(1) Any corporation whose articles of 3,268
incorporation or license certificate to do or transact business 3,269
in this state has expired or has been canceled or revoked by the 3,270
secretary of state as provided by law PURSUANT TO SECTION 5733.20 3,271
OF THE REVISED CODE for failure to make any report or return or 3,273
to pay any tax or fee, upon payment to the secretary of state of 3,274
any additional fees and penalties required to be paid to him, and 3,275
upon the filing with the secretary of state of a certificate from 3,276
the tax commissioner that it has complied with all the 3,277
requirements of law as to franchise or excise tax reports and 3,278
paid all franchise or excise taxes, fees, or penalties due 3,279
thereon for every year of its delinquency, and upon the payment 3,280
to the secretary of state of an additional fee of ten dollars, 3,281
shall be reinstated and again entitled to exercise its rights, 3,282
privileges, and franchises in this state, and the secretary of 3,283
state shall cancel the entry of cancellation or expiration to 3,284
exercise its rights, privileges, and franchises UPON COMPLIANCE 3,285
WITH ALL OF THE FOLLOWING:
72
(a) PAYMENT TO THE SECRETARY OF STATE OF ANY ADDITIONAL 3,288
FEES AND PENALTIES REQUIRED TO BE PAID TO THE SECRETARY OF STATE; 3,289
(b) FILING WITH THE SECRETARY OF STATE A CERTIFICATE FROM 3,292
THE TAX COMMISSIONER THAT IT HAS COMPLIED WITH ALL THE 3,293
REQUIREMENTS OF LAW AS TO FRANCHISE OR EXCISE TAX REPORTS AND 3,294
PAID ALL FRANCHISE OR EXCISE TAXES, FEES, OR PENALTIES DUE 3,295
THEREON FOR EVERY YEAR OF ITS DELINQUENCY; 3,296
(c) PAYMENT TO THE SECRETARY OF STATE OF AN ADDITIONAL FEE 3,299
OF TEN DOLLARS.
(1) If the reinstatement is not made within one year from 3,301
the date of the cancellation of its articles of incorporation or 3,302
date of the cancellation or expiration of its license to do 3,303
business, and it appears that the articles of incorporation or a 3,304
license certificate has been issued to a corporation of the same 3,305
or similar name, the 3,306
(2) THE applicant for reinstatement shall be required by 3,309
the secretary of state, as a condition prerequisite to such
reinstatement, to amend its articles by changing its name IF ALL 3,310
OF THE FOLLOWING APPLY: 3,311
(a) THE REINSTATEMENT IS NOT MADE WITHIN ONE YEAR FROM THE 3,314
DATE OF THE CANCELLATION OF ITS ARTICLES OF INCORPORATION OR DATE 3,315
OF THE CANCELLATION OF ITS LICENSE TO DO BUSINESS; 3,316
(b) IT APPEARS THAT THE APPLICANT'S ARTICLES OF 3,319
INCORPORATION OR LICENSE CERTIFICATE HAS BEEN ISSUED TO ANOTHER 3,320
ENTITY AND IS NOT DISTINGUISHABLE UPON THE RECORD FROM THE NAME 3,321
OF THE APPLICANT;
(c) IT APPEARS THAT THE ARTICLES OF ORGANIZATION OF A 3,323
LIMITED LIABILITY COMPANY, REGISTRATION OF A FOREIGN LIMITED 3,324
LIABILITY COMPANY, CERTIFICATE OF LIMITED PARTNERSHIP, 3,325
REGISTRATION OF A FOREIGN LIMITED PARTNERSHIP, REGISTRATION OF A 3,326
DOMESTIC OR FOREIGN LIMITED LIABILITY PARTNERSHIP, OR 3,327
REGISTRATION OF A TRADE NAME HAS BEEN ISSUED TO ANOTHER ENTITY 3,328
AND IS NOT DISTINGUISHABLE UPON THE RECORD FROM THE NAME OF THE 3,329
APPLICANT. A certificate of reinstatement may be filed in the 3,331
73
recorder's office of any county in the state, for which the 3,332
recorder shall charge and collect three dollars. 3,333
(2) If a domestic corporation applying for reinstatement 3,335
has not previously designated an agent upon whom process may be 3,336
served as required by section 1701.07 of the Revised Code, the 3,337
corporation shall at the time of reinstatement and as a 3,338
prerequisite thereto designate an agent in accordance with 3,339
section 1701.07 of the Revised Code. 3,340
Any officer, shareholder, creditor, or receiver of any such 3,342
corporation may at any time take all steps required by this 3,343
section to effect such reinstatement, and in such case the 3,344
designation of an agent upon whom process may be served shall not 3,345
be a prerequisite to the reinstatement of the corporation. 3,346
(B) The rights, privileges, and franchises of a 3,348
corporation whose articles of incorporation have been reinstated 3,349
in accordance with this section, are subject to section 1701.922 3,350
of the Revised Code.
(C) Notwithstanding a violation of section 5733.21 of the 3,352
Revised Code, upon reinstatement of a corporation's articles of 3,353
incorporation in accordance with this section, neither section 3,354
5733.20 nor section 5733.21 of the Revised Code shall be applied 3,355
to invalidate the exercise or attempt to exercise any right,
privilege, or franchise on behalf of the corporation by an 3,356
officer, agent, or employee of the corporation after cancellation 3,357
and prior to the reinstatement of the articles, if the conditions 3,358
set forth in divisions (B)(1)(a) and (b) of section 1701.922 of 3,359
the Revised Code are met.
Section 2. That existing sections 111.18, 111.201, 3,361
1309.14, 1309.39, 1329.01, 1329.02, 1329.03, 1329.08, 1329.42, 3,362
1329.43, 1329.55, 1329.56, 1329.62, 1701.05, 1701.07, 1701.08, 3,363
1701.63, 1701.70, 1701.81, 1701.922, 1702.05, 1702.06, 1702.07, 3,364
1702.43, 1702.46, 1702.59, 1702.60, 1703.04, 1703.041, 1703.15, 3,365
1703.19, 1705.05, 1705.07, 1705.54, 1705.55, 1733.08, 1733.37, 3,366
1775.61, 1775.62, 1775.64, 1782.02, 1782.09, 1782.13, 1782.48, 3,369
74
1782.50, 1782.52, 3927.05, and 5733.22 and section 3909.16 of the 3,370
Revised Code are hereby repealed. 3,372