As Introduced

130th General Assembly Regular Session 2013-2014

S. B. No. 98

Senators Obhof, Kearney 

Cosponsors: Senators Eklund, Schiavoni, Seitz, Skindell, LaRose 

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A BILL

To amend sections 1701.07, 1702.06, 1703.041,

1

1705.06, 1705.54, 1729.06, 1733.06, 1745.13,

2

1746.04, 1747.03, 1751.03, 1776.07, 1776.86,

3

1782.04, and 1782.49 of the Revised Code to expand

4

the list of entities that may serve as statutory

5

agents.

6

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

Section 1.  That sections 1701.07, 1702.06, 1703.041,	7
1705.06, 1705.54, 1729.06, 1733.06, 1745.13, 1746.04, 1747.03,	8
1751.03, 1776.07, 1776.86, 1782.04, and 1782.49 of the Revised	9
Code be amended to read as follows:	10

Sec. 1701.07.  (A) Every corporation shall have and maintain	11
an agent, sometimes referred to as the "statutory agent," upon	12
whom any process, notice, or demand required or permitted by	13
statute to be served upon a corporation may be served. The agent	14
mayshall be aone of the following:	15

(1) A natural person who is a resident of this state or may	16
be a;	17

(2) A domestic corporation or a foreign corporation holding a	18
license as such under the laws of this state, that is authorized	19
by its articles of incorporation to act as such agent and,	20
nonprofit corporation, limited liability company, partnership,	21
limited partnership, limited liability partnership, limited	22
partnership association, professional association, business trust,	23
or unincorporated nonprofit association that has a business	24
address in this state. If the agent is an entity other than a	25
domestic corporation, the agent shall meet the requirements of	26
Title XVII of the Revised Code for an entity of the agent's type	27
to transact business or exercise privileges in this state.	28

(B) The secretary of state shall not accept original articles	29
for filing unless there is filed with the articles a written	30
appointment of an agent that is signed by the incorporators of the	31
corporation or a majority of them and a written acceptance of the	32
appointment that is signed by the agent. In all other cases, the	33
corporation shall appoint the agent and shall file in the office	34
of the secretary of state a written appointment of the agent that	35
is signed by any authorized officer of the corporation and a	36
written acceptance of the appointment that is either the original	37
acceptance signed by the agent or a photocopy, facsimile, or	38
similar reproduction of the original acceptance signed by the	39
agent.	40

(C) The written appointment of an agent shall set forth the	41
name and address in this state of the agent, including the street	42
and number or other particular description, and shall otherwise be	43
in such form as the secretary of state prescribes. The secretary	44
of state shall keep a record of the names of corporations, and the	45
names and addresses of their respective agents.	46

(D) If any agent dies, removes from the state, or resigns,	47
the corporation shall forthwith appoint another agent and file	48
with the secretary of state, on a form prescribed by the secretary	49
of state, a written appointment of the agent.	50

(E) If the agent changes the agent's address from that	51
appearing upon the record in the office of the secretary of state,	52
the corporation or the agent shall forthwith file with the	53
secretary of state, on a form prescribed by the secretary of	54
state, a written statement setting forth the new address.	55

(F) An agent may resign by filing with the secretary of	56
state, on a form prescribed by the secretary of state, a written	57
notice to that effect that is signed by the agent and by sending a	58
copy of the notice to the corporation at the current or last known	59
address of its principal office on or prior to the date the notice	60
is filed with the secretary of state. The notice shall set forth	61
the name of the corporation, the name and current address of the	62
agent, the current or last known address, including the street and	63
number or other particular description, of the corporation's	64
principal office, the resignation of the agent, and a statement	65
that a copy of the notice has been sent to the corporation within	66
the time and in the manner prescribed by this division. Upon the	67
expiration of thirty days after the filing, the authority of the	68
agent shall terminate.	69

(G) A corporation may revoke the appointment of an agent by	70
filing with the secretary of state, on a form prescribed by the	71
secretary of state, a written appointment of another agent and a	72
statement that the appointment of the former agent is revoked.	73

(H) Any process, notice, or demand required or permitted by	74
statute to be served upon a corporation may be served upon the	75
corporation by delivering a copy of it to its agent, if a natural	76
person, or by delivering a copy of it at the address of its agent	77
in this state, as the address appears upon the record in the	78
office of the secretary of state. If (1) the agent cannot be	79
found, or (2) the agent no longer has that address, or (3) the	80
corporation has failed to maintain an agent as required by this	81
section, and if in any such case the party desiring that the	82
process, notice, or demand be served, or the agent or	83
representative of the party, shall have filed with the secretary	84
of state an affidavit stating that one of the foregoing conditions	85
exists and stating the most recent address of the corporation that	86
the party after diligent search has been able to ascertain, then	87
service of process, notice, or demand upon the secretary of state,	88
as the agent of the corporation, may be initiated by delivering to	89
the secretary of state or at the secretary of state's office	90
quadruplicate copies of such process, notice, or demand and by	91
paying to the secretary of state a fee of five dollars. The	92
secretary of state shall forthwith give notice of the delivery to	93
the corporation at its principal office as shown upon the record	94
in the secretary of state's office and at any different address	95
shown on its last franchise tax report filed in this state, or to	96
the corporation at any different address set forth in the above	97
mentioned affidavit, and shall forward to the corporation at said	98
addresses, by certified mail, with request for return receipt, a	99
copy of the process, notice, or demand; and thereupon service upon	100
the corporation shall be deemed to have been made.	101

(I) The secretary of state shall keep a record of each	102
process, notice, and demand delivered to the secretary of state or	103
at the secretary of state's office under this section or any other	104
law of this state that authorizes service upon the secretary of	105
state, and shall record the time of the delivery and the action	106
thereafter with respect thereto.	107

(J) This section does not limit or affect the right to serve	108
any process, notice, or demand upon a corporation in any other	109
manner permitted by law.	110

(K) Every corporation shall state in each annual report filed	111
by it with the department of taxation the name and address of its	112
statutory agent.	113

(L) Except when an original appointment of an agent is filed	114
with the original articles, a written appointment of an agent or a	115
written statement filed by a corporation with the secretary of	116
state shall be signed by any authorized officer of the corporation	117
or by the incorporators of the corporation or a majority of them	118
if no directors have been elected.	119

(M) For filing a written appointment of an agent other than	120
one filed with original articles, and for filing a statement of	121
change of address of an agent, the secretary of state shall charge	122
and collect the fee specified in division (R) of section 111.16 of	123
the Revised Code.	124

(N) Upon the failure of a corporation to appoint another	125
agent or to file a statement of change of address of an agent, the	126
secretary of state shall give notice thereof by ordinary or	127
electronic mail to the corporation at the electronic mail address	128
provided to the secretary of state, or at the address set forth in	129
the notice of resignation or on the last franchise tax return	130
filed in this state by the corporation. Unless the default is	131
cured within thirty days after the mailing by the secretary of	132
state of the notice or within any further period of time that the	133
secretary of state grants, upon the expiration of that period of	134
time from the date of the mailing, the articles of the corporation	135
shall be canceled without further notice or action by the	136
secretary of state. The secretary of state shall make a notation	137
of the cancellation on the secretary of state's records.	138

A corporation whose articles have been canceled may be	139
reinstated by filing, on a form prescribed by the secretary of	140
state, an application for reinstatement and the required	141
appointment of agent or required statement, and by paying the	142
filing fee specified in division (Q) of section 111.16 of the	143
Revised Code. The rights, privileges, and franchises of a	144
corporation whose articles have been reinstated are subject to	145
section 1701.922 of the Revised Code. The secretary of state shall	146
furnish the tax commissioner a monthly list of all corporations	147
canceled and reinstated under this division.	148

(O) This section does not apply to banks, trust companies,	149
insurance companies, or any corporation defined under the laws of	150
this state as a public utility for taxation purposes.	151

Sec. 1702.06.  (A) Every corporation shall have and maintain	152
an agent, sometimes referred to as the "statutory agent," upon	153
whom any process, notice, or demand required or permitted by	154
statute to be served upon a corporation may be served. The agent	155
mayshall be aone of the following:	156

(1) A natural person who is a resident of this state, or may	157
be a;	158

(2) A domestic or foreign business corporation holding a	159
license as such under the laws of this state that is authorized by	160
its articles of incorporation to act as such agent, and, nonprofit	161
corporation, limited liability company, partnership, limited	162
partnership, limited liability partnership, limited partnership	163
association, professional association, business trust, or	164
unincorporated nonprofit association that has a business address	165
in this state. If the agent is an entity other than a domestic	166
corporation, the agent shall meet the requirements of Title XVII	167
of the Revised Code for an entity of the agent's type to transact	168
business or exercise privileges in this state.	169

(B) The secretary of state shall not accept original articles	170
for filing unless there is filed with the articles a written	171
appointment of an agent signed by the incorporators of the	172
corporation or a majority of them and a written acceptance of the	173
appointment signed by the agent. In all other cases, the	174
corporation shall appoint the agent and shall file in the office	175
of the secretary of state a written appointment of the agent that	176
is signed by any authorized officer of the corporation and a	177
written acceptance of the appointment that is either the original	178
acceptance signed by the agent or a photocopy, facsimile, or	179
similar reproduction of the original acceptance signed by the	180
agent.	181

(C) The written appointment of an agent shall set forth the	182
name and address in this state of the agent, including the street	183
and number or other particular description, and shall otherwise be	184
in such form as the secretary of state prescribes. The secretary	185
of state shall keep a record of the names of corporations and the	186
names and addresses of their respective agents.	187

(D) If any agent dies, removes from the state, or resigns,	188
the corporation shall forthwith appoint another agent and file	189
with the secretary of state, on a form prescribed by the secretary	190
of state, a written appointment of that agent.	191

(E) If the agent changes the agent's address from that	192
appearing upon the record in the office of the secretary of state,	193
the corporation or the agent shall forthwith file with the	194
secretary of state, on a form prescribed by the secretary of	195
state, a written statement setting forth the new address.	196

(F) An agent may resign by filing with the secretary of	197
state, on a form prescribed by the secretary of state, a written	198
notice to that effect that is signed by the agent and by sending a	199
copy of the notice to the corporation at the current or last known	200
address of its principal office on or prior to the date that	201
notice is filed with the secretary of state. The notice shall set	202
forth the name of the corporation, the name and current address of	203
the agent, the current or last known address, including the street	204
and number or other particular description, of the corporation's	205
principal office, the resignation of the agent, and a statement	206
that a copy of the notice has been sent to the corporation within	207
the time and in the manner prescribed by this division. Upon the	208
expiration of sixty days after such filing, the authority of the	209
agent shall terminate.	210

(G) A corporation may revoke the appointment of an agent by	211
filing with the secretary of state, on a form prescribed by the	212
secretary of state, a written appointment of another agent and a	213
statement that the appointment of the former agent is revoked.	214

(H) Any process, notice, or demand required or permitted by	215
statute to be served upon a corporation may be served upon the	216
corporation by delivering a copy of it to its agent, if a natural	217
person, or by delivering a copy of it at the address of its agent	218
in this state, as such address appears upon the record in the	219
office of the secretary of state. If (1) the agent cannot be	220
found, or (2) the agent no longer has that address, or (3) the	221
corporation has failed to maintain an agent as required by this	222
section, and if in any such case the party desiring that such	223
process, notice, or demand be served, or the agent or	224
representative of the party, shall have filed with the secretary	225
of state an affidavit stating that one of the foregoing conditions	226
exists and stating the most recent address of the corporation that	227
the party after diligent search has been able to ascertain, then	228
service of process, notice, or demand upon the secretary of state,	229
as the agent of the corporation, may be initiated by delivering to	230
the secretary of state or at the secretary of state's office	231
triplicate copies of such process, notice, or demand and by paying	232
to the secretary of state a fee of five dollars. The secretary of	233
state shall forthwith give notice of such delivery to the	234
corporation at its principal office as shown upon the record in	235
the secretary of state's office and also to the corporation at any	236
different address set forth in the above mentioned affidavit, and	237
shall forward to the corporation at each of those addresses, by	238
certified mail, with request for return receipt, a copy of such	239
process, notice, or demand; and thereupon service upon the	240
corporation shall be deemed to have been made.	241

(I) The secretary of state shall keep a record of each	242
process, notice, and demand delivered to the secretary of state or	243
at the secretary of state's office under this section or any other	244
law of this state that authorizes service upon the secretary of	245
state, and shall record the time of such delivery and the	246
secretary of state's action thereafter with respect thereto.	247

(J) This section does not limit or affect the right to serve	248
any process, notice, or demand upon a corporation in any other	249
manner permitted by law.	250

(K) Except when an original appointment of an agent is filed	251
with the original articles, a written appointment of an agent or a	252
written statement filed by a corporation with the secretary of	253
state shall be signed by any authorized officer of the corporation	254
or by the incorporators of the corporation or a majority of them	255
if no directors have been elected.	256

(L) For filing a written appointment of an agent other than	257
one filed with original articles, and for filing a statement of	258
change of address of an agent, the secretary of state shall charge	259
and collect the fee specified in division (R) of section 111.16 of	260
the Revised Code.	261

(M) Upon the failure of any corporation to appoint another	262
agent or to file a statement of change of address of an agent, the	263
secretary of state shall give notice thereof by certified mail to	264
the corporation at the address set forth in the notice of	265
resignation or on the most recent statement of continued existence	266
filed in this state by the corporation. Unless the failure is	267
cured within thirty days after the mailing by the secretary of	268
state of the notice or within any further period the secretary of	269
state grants, upon the expiration of that period, the articles of	270
the corporation shall be canceled without further notice or action	271
by the secretary of state. The secretary of state shall make a	272
notation of the cancellation on the secretary of state's records.	273
A corporation whose articles have been canceled may be reinstated	274
by filing, on a form prescribed by the secretary of state, an	275
application for reinstatement and the required appointment of	276
agent or required statement, and by paying the filing fee	277
specified in division (Q) of section 111.16 of the Revised Code.	278
The rights, privileges, and franchises of a corporation whose	279
articles have been reinstated are subject to section 1702.60 of	280
the Revised Code. The secretary of state shall furnish the tax	281
commissioner a monthly list of all corporations canceled and	282
reinstated under this division.	283

(N) This section does not apply to banks, trust companies,	284
insurance companies, or any corporation defined under the laws of	285
this state as a public utility for taxation purposes.	286

Sec. 1703.041.  (A) Every foreign corporation for profit that	287
is licensed to transact business in this state, and every foreign	288
nonprofit corporation that is licensed to exercise its corporate	289
privileges in this state, shall have and maintain an agent,	290
sometimes referred to as the "designated agent," upon whom process	291
against the corporation may be served within this state. The agent	292
mayshall be aone of the following:	293

(1) A natural person who is a resident of this state, or may	294
be a;	295

(2) A domestic corporation for profit or a foreign	296
corporation for profit holding a license under the laws of this	297
state that is authorized by its articles of incorporation to act	298
as an agent and, nonprofit corporation, limited liability company,	299
partnership, limited partnership, limited liability partnership,	300
limited partnership association, professional association,	301
business trust, or unincorporated nonprofit association that has a	302
business address in this state. If the agent is an entity other	303
than a domestic corporation, the agent shall meet the requirements	304
of Title XVII of the Revised Code for an entity of the agent's	305
type to transact business or exercise privileges in this state.	306

(B) The written appointment of a designated agent shall set	307
forth the name and address of the agent, including the street and	308
number or other particular description, and shall otherwise be in	309
such form as the secretary of state prescribes. The secretary of	310
state shall keep a record of the names of such foreign	311
corporations and the names and addresses of their respective	312
agents.	313

(C) If the designated agent dies, removes from the state, or	314
resigns, the foreign corporation shall forthwith appoint another	315
agent and file in the office of the secretary of state, on a form	316
prescribed by the secretary of state, a written appointment of the	317
new agent.	318

(D) If the designated agent changes the agent's address from	319
that appearing upon the record in the office of the secretary of	320
state, the foreign corporation or the designated agent in its	321
behalf shall forthwith file with the secretary of state, on a form	322
prescribed by the secretary of state, a written statement setting	323
forth the agent's new address.	324

(E) A designated agent may resign by filing with the	325
secretary of state, on a form prescribed by the secretary of	326
state, a signed statement to that effect. The secretary of state	327
shall forthwith mail a copy of the statement to the foreign	328
corporation at its principal office as shown by the record in the	329
secretary of state's office. Upon the expiration of sixty days	330
after the filing, the authority of the agent shall terminate.	331

(F) A foreign corporation may revoke the appointment of a	332
designated agent by filing with the secretary of state, on a form	333
prescribed by the secretary of state, a written appointment of	334
another agent and a statement that the appointment of the former	335
agent is revoked.	336

(G) Process may be served upon a foreign corporation by	337
delivering a copy of it to its designated agent, if a natural	338
person, or by delivering a copy of it at the address of its agent	339
in this state, as the address appears upon the record in the	340
office of the secretary of state.	341

(H) This section does not limit or affect the right to serve	342
process upon a foreign corporation in any other manner permitted	343
by law.	344

(I) Every foreign corporation for profit shall state in each	345
annual report filed by it with the department of taxation the name	346
and address of its designated agent in this state.	347

Sec. 1705.06.  (A) Each limited liability company shall	348
maintain continuously in this state an agent for service of	349
process on the company. The agent shall be an individualone of	350
the following:	351

(1) A natural person who is a resident of this state, a;

352

(2) A domestic corporation, or a foreign corporation holding	353
a license as a foreign corporation under the laws of, nonprofit	354
corporation, limited liability company, partnership, limited	355
partnership, limited liability partnership, limited partnership	356
association, professional association, business trust, or	357
unincorporated nonprofit association that has a business address	358
in this state. If the agent is an entity other than a domestic	359
corporation, the agent shall meet the requirements of Title XVII	360
of the Revised Code for an entity of the agent's type to transact	361
business or exercise privileges in this state.	362

(B)(1) The secretary of state shall not accept original	363
articles of organization of a limited liability company for filing	364
unless the articles are accompanied by both of the following:	365

(a) A written appointment of an agent as described in	366
division (A) of this section that is signed by an authorized	367
member, manager, or other representative of the limited liability	368
company;	369

(b) A written acceptance of the appointment that is signed by	370
the designated agent on a form prescribed by the secretary of	371
state.	372

(2) In cases not covered by division (B)(1) of this section,	373
the limited liability company shall appoint the agent described in	374
division (A) of this section and shall file with the secretary of	375
state, on a form prescribed by the secretary of state, a written	376
appointment of that agent that is signed as described in division	377
(K) of this section and a written acceptance of the appointment	378
that is signed by the designated agent.	379

(3) For purposes of divisions (B)(1) and (2) of this section,	380
the filed written acceptance of an agent's appointment shall be a	381
signed original document or a photocopy, facsimile, or similar	382
reproduction of a signed original document.	383

(C) The written appointment of an agent described in division	384
(A) of this section shall set forth the name of the agent and the	385
agent's address in this state, including the street and number or	386
other particular description of that address. It otherwise shall	387
be in the form that the secretary of state prescribes. The	388
secretary of state shall keep a record of the names of limited	389
liability companies and the names and addresses of their agents.	390

(D) If any agent described in division (A) of this section	391
dies, resigns, or moves outside of this state, the limited	392
liability company shall appoint forthwith another agent and file	393
with the secretary of state, on a form prescribed by the secretary	394
of state, a written appointment of the agent and acceptance of	395
appointment as described in division (B)(2) of this section.	396

(E) If the agent described in division (A) of this section	397
changes the agent's address from the address stated in the records	398
of the secretary of state, the agent or the limited liability	399
company shall file forthwith with the secretary of state, on a	400
form prescribed by the secretary of state, a written statement	401
setting forth the new address.	402

(F) An agent described in division (A) of this section may	403
resign by filing with the secretary of state, on a form prescribed	404
by the secretary of state, a written notice of resignation that is	405
signed by the agent and by mailing a copy of that notice to the	406
limited liability company at the current or last known address of	407
its principal office. The notice shall be mailed to the company on	408
or prior to the date that the notice is filed with the secretary	409
of state and shall set forth the name of the company, the name and	410
current address of the agent, the current or last known address,	411
including the street and number or other particular description,	412
of the company's principal office, a statement of the resignation	413
of the agent, and a statement that a copy of the notice has been	414
sent to the company within the time and in the manner specified in	415
this division. The authority of the resigning agent terminates	416
thirty days after the filing of the notice with the secretary of	417
state.	418

(G) A limited liability company may revoke the appointment of	419
its agent described in division (A) of this section by filing with	420
the secretary of state, on a form prescribed by the secretary of	421
state, a written appointment of another agent and an acceptance of	422
appointment in the manner described in division (B)(2) of this	423
section and a statement indicating that the appointment of the	424
former agent is revoked.	425

(H)(1) Any legal process, notice, or demand required or	426
permitted by law to be served upon a limited liability company may	427
be served upon the company as follows:	428

(a) If the agent described in division (A) of this section is	429
an individuala natural person, by delivering a copy of the	430
process, notice, or demand to the agent;	431

(b) If the agent is not a corporationnatural person, by	432
delivering a copy of the process, notice, or demand to the address	433
of the agent in this state as contained in the records of the	434
secretary of state.	435

(2) If the agent described in division (A) of this section	436
cannot be found or no longer has the address that is stated in the	437
records of the secretary of state or the limited liability company	438
has failed to maintain an agent as required by this section and if	439
the party or the agent or representative of the party that desires	440
service of the process, notice, or demand files with the secretary	441
of state an affidavit that states that one of those circumstances	442
exists and states the most recent address of the company that the	443
party who desires service has been able to ascertain after a	444
diligent search, then the service of the process, notice, or	445
demand upon the secretary of state as the agent of the company may	446
be initiated by delivering to the secretary of state four copies	447
of the process, notice, or demand accompanied by a fee of five	448
dollars. The secretary of state shall give forthwith notice of	449
that delivery to the company at either its principal office as	450
shown upon the secretary of state's records or at any different	451
address specified in the affidavit of the party desiring service	452
and shall forward to the company at either address by certified	453
mail, return receipt requested, a copy of the process, notice, or	454
demand. Service upon the company is made when the secretary of	455
state gives the notice and forwards the process, notice, or demand	456
as set forth in division (H)(2) of this section.	457

(I) The secretary of state shall keep a record of each	458
process, notice, and demand that pertains to a limited liability	459
company and that is delivered to the secretary of state's office	460
under this section or another law of this state that authorizes	461
service upon the secretary of state in connection with a limited	462
liability company. In that record, the secretary of state shall	463
record the time of each delivery of that type and the secretary of	464
state's subsequent action with respect to the process, notice, or	465
demand.	466

(J) This section does not limit or affect the right to serve	467
any process, notice, or demand upon a limited liability company in	468
any other manner permitted by law.	469

(K) The written appointment of an agent or a written	470
statement filed by the company with the secretary of state shall	471
be signed by an authorized member, manager, or other	472
representative of the company.	473

Sec. 1705.54.  (A) Before transacting business in this state,	474
a foreign limited liability company shall register with the	475
secretary of state. The company shall register by submitting to	476
the secretary of state an application for registration as a	477
foreign limited liability company. The application shall be on a	478
form that is prescribed by the secretary of state, be signed by an	479
authorized representative of the company, and set forth all of the	480
following:	481

(1) The name of the company and, if different, the name under	482
which it is registered or organized in the state of its	483
organization;	484

(2) The state in which it was organized and the date of its	485
formation;	486

(3) The name and address of an agent for service of any	487
process, notice, or demand on the company. The appointed agent	488
shall be an individualone of the following:	489

(1) A natural person who is a resident of this state, a;

490

(2) A domestic corporation, or a foreign corporation,	491
nonprofit corporation, limited liability company, partnership,	492
limited partnership, limited liability partnership, limited	493
partnership association, professional association, business trust,	494
or unincorporated nonprofit association that has a place of	495
business and is authorized to do businessaddress in this state.	496
If the agent is an entity other than a domestic corporation, the	497
agent shall meet the requirements of Title XVII of the Revised	498
Code for an entity of the agent's type to transact business or	499
exercise privileges in this state.	500

(4) A statement that the secretary of state is appointed the	501
agent of the company for service of any process, notice, or demand	502
on the company if an agent is not appointed as described in	503
division (A)(3) of this section or if an agent is appointed	504
pursuant to that division but the authority of that agent has been	505
revoked or the agent cannot be found or served after the exercise	506
of reasonable diligence;	507

(5) An address to which interested persons may direct	508
requests for copies of the articles of organization, operating	509
agreement, bylaws, or other charter documents of the company.	510

(B) Upon receipt of an application for registration as a	511
foreign limited liability company and the filing fee required by	512
law, the secretary of state shall accept the application for	513
filing and shall make a copy of the application for the secretary	514
of state's records by microfilm or by any authorized photostatic	515
or digitized process. Evidence of the filing shall be returned to	516
the company or its representative.	517

(C) Upon being filed in accordance with division (B) of this	518
section, an application for registration as a foreign limited	519
liability company shall be deemed to be the certificate of	520
registration of the applicant as a foreign limited liability	521
company authorized to transact business in this state.	522

Sec. 1729.06.  (A) Two or more individuals may form an	523
association under this chapter.	524

(B)(1) Every association shall have and maintain a statutory	525
agent upon whom any process, notice, or demand against the	526
association may be served. The agent mayshall be aone of the	527
following:	528

(1) A natural person who is a resident of this state or a;

529

(2) A domestic or foreign corporation that is authorized by	530
its articles of incorporation to act as such agent and, nonprofit	531
corporation, limited liability company, partnership, limited	532
partnership, limited liability partnership, limited partnership	533
association, professional association, business trust, or	534
unincorporated nonprofit association that has a business address	535
in this state. If the agent is an entity other than a domestic	536
corporation, the agent shall meet the requirements of Title XVII	537
of the Revised Code for an entity of the agent's type to transact	538
business or exercise privileges in this state.	539

(2) Whenever appointment or designation of a statutory agent	540
is required by this chapter, the appointment or designation shall	541
be on a form prescribed by the secretary of state for the	542
administration of this chapter and shall conform with section	543
1702.06 of the Revised Code.	544

Sec. 1733.06.  Every credit union shall have and maintain a	545
statutory agent in accordance with section 1701.07 of the Revised	546
Codeupon whom any process, notice, or demand required or	547
permitted by statute to be served upon a credit union may be	548
served. The agent shall be one of the following:	549

(A) A natural person who is a resident of this state;

550

(B) A domestic or foreign corporation, nonprofit corporation,	551
limited liability company, partnership, limited partnership,	552
limited liability partnership, limited partnership association,	553
professional association, business trust, or unincorporated	554
nonprofit association that has a business address in this state.	555
If the agent is an entity other than a domestic corporation, the	556
agent shall meet the requirements of Title XVII of the Revised	557
Code for an entity of the agent's type to transact business or	558
exercise privileges in this state.	559

Sec. 1745.13.  (A) An unincorporated nonprofit association	560
may file in the office of the secretary of state a statement	561
appointing an agent authorized to receive service of process. The	562
agent mayshall be aone of the following:	563

(1) A natural person who is a resident of this state or may	564
be a for profit;	565

(2) A domestic corporation or a for profit foreign	566
corporation holding a license as such under the laws of this state	567
and, nonprofit corporation, limited liability company,	568
partnership, limited partnership, limited liability partnership,	569
limited partnership association, professional association,	570
business trust, or unincorporated nonprofit association that has a	571
business address in this state. TheIf the agent is an entity	572
other than a domestic corporation, the agent shall meet the	573
requirements of Title XVII of the Revised Code for an entity of	574
the agent's type to transact business or exercise privileges in	575
this state.	576

The statement appointing an agent shall set forth the name of	577
the unincorporated nonprofit association and the name and address	578
in this state of the agent, including the street and number or	579
other particular description, and shall otherwise be in the form	580
that the secretary of state prescribes. The secretary of state	581
shall keep a record of the names of all unincorporated nonprofit	582
associations that have filed a statement appointing an agent	583
authorized to receive service of process and the names and	584
addresses of their respective agents.	585

(B) A statement appointing an agent authorized to receive	586
service of process under division (A) of this section shall be	587
signed by a person authorized to manage the affairs of the	588
unincorporated nonprofit association. The statement also shall be	589
signed by the person appointed as agent who accepts the	590
appointment. The appointed agent may resign by filing with the	591
secretary of state, on a form prescribed by the secretary of	592
state, a written notice to that effect that is signed by the agent	593
and by sending a copy of the notice to the association at the	594
current or last known address of its principal office on or prior	595
to the date that the notice is filed with the secretary of state.	596
Upon the expiration of thirty days after the filing, the authority	597
of the agent shall terminate.	598

(C) An unincorporated nonprofit association may revoke the	599
appointment of an agent by filing with the secretary of state on a	600
form prescribed by the secretary of state a written appointment of	601
another agent and a statement that the appointment of the former	602
agent is revoked.	603

Sec. 1746.04.  (A) Except as set forth in section 1746.03 of	604
the Revised Code, before transacting business in this state, a	605
business trust shall file in the office of the secretary of state,	606
on forms prescribed by the secretary of state, a report containing	607
the following information:	608

(1) A list of the names and addresses of its trustees;

609

(2) The address of its principal office;

610

(3) In the case of a foreign business trust, the address of	611
its principal office within this state, if any;	612

(4) The business names of the business trust, including any	613
fictitious or assumed names;	614

(5) The name and address within this state of a designated	615
agent upon whom process against the business trust may be served;	616

(6) The irrevocable consent of the business trust to service	617
of process upon its designated agent and to service of process	618
upon the secretary of state if, without the registration of	619
another agent with the secretary of state, its designated agent	620
has died, resigned, lost authority, dissolved, become	621
disqualified, or has removed from this state, or if its designated	622
agent cannot, with due diligence, be found.	623

Such report shall have attached as an exhibit an executed	624
copy of the trust instrument or a true and correct copy of it,	625
certified to be such by a trustee before an official authorized to	626
administer oaths or by a public official in another state in whose	627
office an executed copy is on file.	628

(B) Not more than ninety days after the occurrence of any	629
event causing any filing, including exhibits, made pursuant to	630
division (A) of this section, or any previous filing made pursuant	631
to this division, to be inaccurate or incomplete, there shall be	632
filed in the office of the secretary of state all information	633
necessary to maintain the accuracy and completeness of such	634
filing.	635

(C) The secretary of state shall charge and collect the fees	636
specified in division (T) of section 111.16 of the Revised Code	637
for each filing made under division (A) or (B) of this section,	638
except for filings under division (B) of this section pertaining	639
solely to division (A)(5) of this section, for which the secretary	640
of state shall charge and collect the fee specified in division	641
(R) of section 111.16 of the Revised Code.	642

(D) The trust instrument and other information filed in the	643
office of the secretary of state are matters of public record, and	644
persons dealing with a business trust are charged with	645
constructive notice of the contents of any such instrument or	646
information by reason of such filing.	647

(E) A copy of a trust instrument or other information filed	648
in the office of the secretary of state shall be accepted as	649
prima-facie evidence of the existence of the instrument or other	650
information and of its contents, and conclusive evidence of the	651
existence of such record.	652

(F) The agent designated pursuant to division (A)(5) of this	653
section shall be one of the following:	654

(1) A natural person who is a resident of this state;

655

(2) A domestic or foreign corporation, nonprofit corporation,	656
limited liability company, partnership, limited partnership,	657
limited liability partnership, limited partnership association,	658
professional association, business trust, or unincorporated	659
nonprofit association that has a business address in this state.	660
If the agent is an entity other than a domestic corporation, the	661
agent shall meet the requirements of Title XVII of the Revised	662
Code for an entity of the agent's type to transact business or	663
exercise privileges in this state.	664

Sec. 1747.03.  (A) Before transacting real estate business in	665
this state, a real estate investment trust shall file the	666
following report in the office of the secretary of state, on forms	667
prescribed by the secretary of state:	668

(1) An executed copy of the trust instrument or a true and	669
correct copy of it, certified to be such by a trustee before an	670
official authorized to administer oaths or by a public official in	671
another state in whose office an executed copy is on file;	672

(2) A list of the names and addresses of its trustees;

673

(3) The address of its principal office;

674

(4) In the case of a foreign real estate investment trust,	675
the address of its principal office within this state, if any;	676

(5) The business name of the trust;

677

(6) The name and address within this state of a designated	678
agent upon whom process against the trust may be served;	679

(7) The irrevocable consent of the trust to service of	680
process on its designated agent and to service of process upon the	681
secretary of state if, without the registration of another agent	682
with the secretary of state, its designated agent has died,	683
resigned, lost authority, dissolved, become disqualified, or has	684
removed from this state, or if its designated agent cannot, with	685
due diligence, be found;	686

(8) Not more than ninety days after the occurrence of any	687
event causing any filing made pursuant to divisions (A)(2) to (6)	688
of this section, or any previous filing made pursuant to this	689
division, to be inaccurate or incomplete, all information	690
necessary to maintain the accuracy and completeness of such	691
filing.	692

(B) For filings under this section, the secretary of state	693
shall charge and collect the fee specified in division (T) of	694
section 111.16 of the Revised Code, except for filings under	695
division (A)(8) of this section pertaining solely to division	696
(A)(6) of this section, for which the secretary of state shall	697
charge and collect the fee specified in division (R) of section	698
111.16 of the Revised Code.	699

(C) All persons shall be given the opportunity to acquire	700
knowledge of the contents of the trust instrument and other	701
information filed in the office of the secretary of state, but no	702
person dealing with a real estate investment trust shall be	703
charged with constructive notice of the contents of any such	704
instrument or information by reason of such filing.	705

(D) A copy of a trust instrument or other information filed	706
in the office of the secretary of state is prima-facie evidence of	707
the existence of the instrument or other information and of its	708
contents, and is conclusive evidence of the existence of such	709
record.	710

(E) The agent designated pursuant to division (A)(6) of this	711
section shall be one of the following:	712

(1) A natural person who is a resident of this state;

713

(2) A domestic or foreign corporation, nonprofit corporation,	714
limited liability company, partnership, limited partnership,	715
limited liability partnership, limited partnership association,	716
professional association, business trust, or unincorporated	717
nonprofit association that has a business address in this state.	718
If the agent is an entity other than a domestic corporation, the	719
agent shall meet the requirements of Title XVII of the Revised	720
Code for an entity of the agent's type to transact business or	721
exercise privileges in this state.	722

Sec. 1751.03.  (A) Each application for a certificate of	723
authority under this chapter shall be verified by an officer or	724
authorized representative of the applicant, shall be in a format	725
prescribed by the superintendent of insurance, and shall set forth	726
or be accompanied by the following:	727

(1) A certified copy of the applicant's articles of	728
incorporation and all amendments to the articles of incorporation;	729

(2) A copy of any regulations adopted for the government of	730
the corporation, any bylaws, and any similar documents, and a copy	731
of all amendments to these regulations, bylaws, and documents. The	732
corporate secretary shall certify that these regulations, bylaws,	733
documents, and amendments have been properly adopted or approved.	734

(3) A list of the names, addresses, and official positions of	735
the persons responsible for the conduct of the applicant,	736
including all members of the board, the principal officers, and	737
the person responsible for completing or filing financial	738
statements with the department of insurance, accompanied by a	739
completed original biographical affidavit and release of	740
information for each of these persons on forms acceptable to the	741
department;	742

(4) A full and complete disclosure of the extent and nature	743
of any contractual or other financial arrangement between the	744
applicant and any provider or a person listed in division (A)(3)	745
of this section, including, but not limited to, a full and	746
complete disclosure of the financial interest held by any such	747
provider or person in any health care facility, provider, or	748
insurer that has entered into a financial relationship with the	749
health insuring corporation;	750

(5) A description of the applicant, its facilities, and its	751
personnel, including, but not limited to, the location, hours of	752
operation, and telephone numbers of all contracted facilities;	753

(6) The applicant's projected annual enrollee population over	754
a three-year period;	755

(7) A clear and specific description of the health care plan	756
or plans to be used by the applicant, including a description of	757
the proposed providers, procedures for accessing care, and the	758
form of all proposed and existing contracts relating to the	759
administration, delivery, or financing of health care services;	760

(8) A copy of each type of evidence of coverage and	761
identification card or similar document to be issued to	762
subscribers;	763

(9) A copy of each type of individual or group policy,	764
contract, or agreement to be used;	765

(10) The schedule of the proposed contractual periodic	766
prepayments or premium rates, or both, accompanied by appropriate	767
supporting data;	768

(11) A financial plan which provides a three-year projection	769
of operating results, including the projected expenses, income,	770
and sources of working capital;	771

(12) The enrollee complaint procedure to be utilized as	772
required under section 1751.19 of the Revised Code;	773

(13) A description of the procedures and programs to be	774
implemented on an ongoing basis to assure the quality of health	775
care services delivered to enrollees, including, if applicable, a	776
description of a quality assurance program complying with the	777
requirements of sections 1751.73 to 1751.75 of the Revised Code;	778

(14) A statement describing the geographic area or areas to	779
be served, by county;	780

(15) A copy of all solicitation documents;

781

(16) A balance sheet and other financial statements showing	782
the applicant's assets, liabilities, income, and other sources of	783
financial support;	784

(17) A description of the nature and extent of any	785
reinsurance program to be implemented, and a demonstration that	786
errors and omission insurance and, if appropriate, fidelity	787
insurance, will be in place upon the applicant's receipt of a	788
certificate of authority;	789

(18) Copies of all proposed or in force related-party or	790
intercompany agreements with an explanation of the financial	791
impact of these agreements on the applicant. If the applicant	792
intends to enter into a contract for managerial or administrative	793
services, with either an affiliated or an unaffiliated person, the	794
applicant shall provide a copy of the contract and a detailed	795
description of the person to provide these services. The	796
description shall include that person's experience in managing or	797
administering health care plans, a copy of that person's most	798
recent audited financial statement, and a completed biographical	799
affidavit on a form acceptable to the superintendent for each of	800
that person's principal officers and board members and for any	801
additional employee to be directly involved in providing	802
managerial or administrative services to the health insuring	803
corporation. If the person to provide managerial or administrative	804
services is affiliated with the health insuring corporation, the	805
contract must provide for payment for services based on actual	806
costs.	807

(19) A statement from the applicant's board that the admitted	808
assets of the applicant have not been and will not be pledged or	809
hypothecated;	810

(20) A statement from the applicant's board that the	811
applicant will submit monthly financial statements during the	812
first year of operations;	813

(21) The name and address of the applicant's Ohio statutory	814
agent for service of process, notice, or demand;	815

(22) Copies of all documents the applicant filed with the	816
secretary of state;	817

(23) The location of those books and records of the applicant	818
that must be maintained, which books and records shall be	819
maintained in Ohio if the applicant is a domestic corporation, and	820
which may be maintained either in the applicant's state of	821
domicile or in Ohio if the applicant is a foreign corporation;	822

(24) The applicant's federal identification number, corporate	823
address, and mailing address;	824

(25) An internal and external organizational chart;

825

(26) A list of the assets representing the initial net worth	826
of the applicant;	827

(27) If the applicant has a parent company, the parent	828
company's guaranty, on a form acceptable to the superintendent,	829
that the applicant will maintain Ohio's minimum net worth. If no	830
parent company exists, a statement regarding the availability of	831
future funds if needed.	832

(28) The names and addresses of the applicant's actuary and	833
external auditors;	834

(29) If the applicant is a foreign corporation, a copy of the	835
most recent financial statements filed with the insurance	836
regulatory agency in the applicant's state of domicile;	837

(30) If the applicant is a foreign corporation, a statement	838
from the insurance regulatory agency of the applicant's state of	839
domicile stating that the regulatory agency has no objection to	840
the applicant applying for an Ohio license and that the applicant	841
is in good standing in the applicant's state of domicile;	842

(31) Any other information that the superintendent may	843
require;	844

(32) Documentation acceptable to the superintendent of the	845
bond or securities required by section 1751.271 of the Revised	846
Code.	847

(B)(1) A health insuring corporation, unless otherwise	848
provided for in this chapter or in section 3901.321 of the Revised	849
Code, shall file a timely notice with the superintendent	850
describing any change to the corporation's articles of	851
incorporation or regulations, or any major modification to its	852
operations as set out in the information required by division (A)	853
of this section that affects any of the following:	854

(a) The solvency of the health insuring corporation;

855

(b) The health insuring corporation's continued provision of	856
services that it has contracted to provide;	857

(c) The manner in which the health insuring corporation	858
conducts its business.	859

(2) If the change or modification is to be the result of an	860
action to be taken by the health insuring corporation, the notice	861
shall be filed with the superintendent prior to the health	862
insuring corporation taking the action. The action shall be deemed	863
approved if the superintendent does not disapprove it within sixty	864
days of filing.	865

(3) The filing of a notice pursuant to division (B)(1) or (2)	866
of this section shall also serve as the submission of a notice	867
when required for the superintendent's review for purposes of	868
section 3901.341 of the Revised Code, if the notice contains all	869
of the information that section 3901.341 of the Revised Code	870
requires for such submissions and a copy of any written agreement.	871
The filing of such a notice, for the purpose of satisfying this	872
division and section 3901.341 of the Revised Code, shall be	873
subject to the sixty-day review period of division (B)(2) of this	874
section.	875

(C)(1) No health insuring corporation shall expand its	876
approved service area until a copy of the request for expansion,	877
accompanied by documentation of the network of providers, forms of	878
all proposed or existing provider contracts relating to the	879
delivery of health care services, a schedule of proposed	880
contractual periodic prepayments and premium rates for group	881
contracts accompanied by appropriate supporting data, enrollment	882
projections, plan of operation, and any other changes have been	883
filed with the superintendent.	884

(2) Within seventy-five days after the superintendent's	885
receipt of a complete filing under division (C)(1) of this	886
section, the superintendent shall determine whether the plan for	887
expansion is lawful, fair, and reasonable.	888

If the superintendent has not approved or disapproved all or	889
a portion of a service area expansion within the seventy-five-day	890
period, the filing shall be deemed approved.	891

(3) Disapproval of all or a portion of the filing shall be	892
effected by written notice, which shall state the grounds for the	893
order of disapproval and shall be given in accordance with Chapter	894
119. of the Revised Code.	895

(D) The agent named under division (A)(21) of this section	896
shall be one of the following:	897

(1) A natural person who is a resident of this state;

898

(2) A domestic or foreign corporation, nonprofit corporation,	899
limited liability company, partnership, limited partnership,	900
limited liability partnership, limited partnership association,	901
professional association, business trust, or unincorporated	902
nonprofit association that has a business address in this state.	903
If the agent is an entity other than a domestic corporation, the	904
agent shall meet the requirements of Title XVII of the Revised	905
Code for an entity of the agent's type to transact business or	906
exercise privileges in this state.	907

Sec. 1776.07. (A) Any partnership that maintains an effective	908
statement of partnership authority under section 1776.33 of the	909
Revised Code shall maintain continuously in this state an agent	910
for service of process on the partnership. The agent shall be an	911
individualone of the following:	912

(1) A natural person who is a resident of this state, a;

913

(2) A domestic corporation, or a foreign corporation holding	914
a license as a foreign corporation under the laws of, nonprofit	915
corporation, limited liability company, partnership, limited	916
partnership, limited liability partnership, limited partnership	917
association, professional association, business trust, or	918
unincorporated nonprofit association that has a business address	919
in this state. If the agent is an entity other than a domestic	920
corporation, the agent shall meet the requirements of Title XVII	921
of the Revised Code for an entity of the agent's type to transact	922
business or exercise privileges in this state.	923

(B) The secretary of state shall not accept an original	924
statement of partnership authority for filing unless the statement	925
of partnership authority includes a written appointment of an	926
agent as this section requires and a written acceptance of the	927
appointment signed by the designated agent.	928

(C) If an agent dies, resigns, or moves outside of this	929
state, the partnership shall appoint forthwith another agent and	930
file with the secretary of state an amendment to its statement of	931
partnership authority appointing a new agent and including a	932
written acceptance of the appointment that is signed by the	933
designated agent.	934

(D) If the address of an agent changes from that stated in	935
the records of the secretary of state, the partnership forthwith	936
shall file with the secretary of state an amendment to its	937
statement of partnership authority setting forth the new address.	938

(E) An agent may resign by filing a written and signed notice	939
of resignation with the secretary of state on a form the secretary	940
prescribes and mailing a copy of that notice to the partnership.	941
The agent shall mail the copy of the notice to the partnership at	942
the current or last known address of its principal office on or	943
prior to the date that the agent files the notice with the	944
secretary of state. The notice shall include the name of the	945
partnership, the name and current address of the agent, the	946
current or last known address, including the street and number or	947
other particular description, of the partnership's principal	948
office, a statement of the resignation of the agent, and a	949
statement that a copy of the notice was provided to the	950
partnership within the time and in the manner specified in this	951
division. The resigning agent's authority terminates thirty days	952
after filing the notice with the secretary of state.	953

(F) A partnership may revoke the appointment of its agent by	954
filing with the secretary of state an amendment to its statement	955
of partnership authority indicating that the appointment of the	956
former agent is revoked and that a new agent is appointed. A	957
written acceptance signed by the new designated agent shall	958
accompany the filing.	959

(G)(1) Any legal process, notice, or demand required or	960
permitted by law to be served upon a partnership with an effective	961
statement of partnership authority may be served upon the	962
partnership as follows:	963

(a) If its agent is an individuala natural person, by	964
delivering a copy of the process, notice, or demand to the agent;	965

(b) If its agent is not a corporationnatural person, by	966
delivering a copy of the process, notice, or demand to the address	967
of the agent in this state as contained in the records of the	968
secretary of state.	969

(2)(a) If its agent cannot be found or no longer has the	970
address stated in the records of the secretary of state or the	971
partnership has failed to maintain an agent as this section	972
requires, and the party, agent, or representative that desires	973
service files with the secretary of state an affidavit stating	974
that one of those circumstances exists and the most recent address	975
of the partnership ascertained after a diligent search, then	976
service upon the secretary of state as the agent of the	977
partnership may be initiated by delivering to the secretary of	978
state four copies of the process, notice, or demand accompanied by	979
a fee of not less than five and not more than seven dollars, as	980
determined by the secretary of state.	981

(b) The secretary of state forthwith shall give notice of	982
that delivery to the partnership at either its principal office as	983
shown upon the secretary of state's records or at any different	984
address specified in the affidavit of the party desiring service	985
and shall forward to the partnership at either address by	986
certified mail, return receipt requested, a copy of the process,	987
notice, or demand.	988

(c) Service upon the partnership is made when the secretary	989
of state gives the notice and forwards the process, notice, or	990
demand as set forth in division (G)(2) of this section.	991

(H) The secretary of state shall keep a record of each	992
process, notice, and demand that pertains to a partnership and	993
that is delivered to the secretary of state's office under this	994
section or another law of this state that authorizes service upon	995
the secretary of state in connection with a partnership. In that	996
record, the secretary shall record the time of each delivery of	997
that type and the secretary's subsequent action with respect to	998
the process, notice, or demand.	999

(I) Nothing in this section limits or affects the right to	1000
serve process in any other manner now or hereafter provided by	1001
law. This section is an extension of, and not a limitation upon,	1002
the right otherwise existing of service of legal process.	1003

Sec. 1776.86. (A) A foreign limited liability partnership	1004
shall file a statement of foreign qualification with the secretary	1005
of state prior to transacting any business in this state. The	1006
statement shall contain all of the following:	1007

(1) The name of the foreign limited liability partnership.	1008
The name shall satisfy the requirements of the state or other	1009
jurisdiction under whose law it is formed and shall end with	1010
"registered limited liability partnership," "limited liability	1011
partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."	1012

(2) The street address of the partnership's chief executive	1013
office and, if the partnership's chief executive office is not in	1014
this state, the street address of any partnership office in this	1015
state;	1016

(3) If there is no office of the partnership in this state,	1017
the name and street address of the partnership's agent for service	1018
of process;	1019

(4) Any deferred effective date;

1020

(5) Evidence of existence in its jurisdiction of origin.

1021

(B) The agent of a foreign limited liability partnership for	1022
service of process shall be an individualone of the following:	1023

(1) A natural person who is a resident of this state or	1024
another person authorized to do;	1025

(2) A domestic or foreign corporation, nonprofit corporation,	1026
limited liability company, partnership, limited partnership,	1027
limited liability partnership, limited partnership association,	1028
professional association, business trust, or unincorporated	1029
nonprofit association that has a business address in this state.	1030
If the agent is an entity other than a domestic corporation, the	1031
agent shall meet the requirements of Title XVII of the Revised	1032
Code for an entity of the agent's type to transact business or	1033
exercise privileges in this state.	1034

(C) The status of a partnership as a foreign limited	1035
liability partnership is effective on the later of the filing of	1036
the statement of foreign qualification or a date specified in the	1037
statement. The status remains effective, regardless of changes in	1038
the partnership, until it is canceled pursuant to division (D) of	1039
section 1776.05 of the Revised Code or revoked pursuant to section	1040
1776.83 of the Revised Code.	1041

(D) An amendment or cancellation of a statement of foreign	1042
qualification is effective when it is filed or on a deferred	1043
effective date specified in the amendment or cancellation.	1044

Sec. 1782.04.  (A) Each limited partnership shall maintain	1045
continuously in this state an agent for service of process on the	1046
limited partnership. The agent shall be aone of the following:	1047

(1) A natural person who is a resident of this state, a;

1048

(2) A domestic corporation, or a foreign corporation holding	1049
a license as such under the laws of, nonprofit corporation,	1050
limited liability company, partnership, limited partnership,	1051
limited liability partnership, limited partnership association,	1052
professional association, business trust, or unincorporated	1053
nonprofit association that has a business address in this state.	1054
If the agent is an entity other than a domestic corporation, the	1055
agent shall meet the requirements of Title XVII of the Revised	1056
Code for an entity of the agent's type to transact business or	1057
exercise privileges in this state.	1058

(B) The secretary of state shall not accept a certificate of	1059
limited partnership for filing unless there is filed with the	1060
certificate a written appointment of an agent that is signed by	1061
the general partners of the limited partnership and a written	1062
acceptance of the appointment that is signed by the agent, or	1063
unless there is filed a written appointment of an agent that is	1064
signed by any authorized officer of the limited partnership and a	1065
written acceptance of the appointment that is either the original	1066
acceptance signed by the agent or a photocopy, facsimile, or	1067
similar reproduction of the original acceptance signed by the	1068
agent.	1069

In the discretion of the secretary of state, an original	1070
appointment of statutory agent may be submitted on the same form	1071
as the certificate of limited partnership but shall not be	1072
considered a part of the certificate.	1073

(C) The written appointment of an agent shall set forth the	1074
name and address in this state of the agent, including the street	1075
and number or other particular description, and shall otherwise be	1076
in the form the secretary of state prescribes. The secretary of	1077
state shall keep a record of the names of limited partnerships,	1078
and the names and addresses of their respective agents.	1079

(D) If any agent dies, removes from the state, or resigns,	1080
the limited partnership shall forthwith appoint another agent and	1081
file with the secretary of state, on a form prescribed by the	1082
secretary of state, a written appointment of the new agent.	1083

(E) If the agent changes the agent's address from that	1084
appearing upon the record in the office of the secretary of state,	1085
the limited partnership or the agent forthwith shall file with the	1086
secretary of state, on a form prescribed by the secretary of	1087
state, a written statement setting forth the new address.	1088

(F) An agent may resign by filing with the secretary of	1089
state, on a form prescribed by the secretary of state, a written	1090
notice to that effect that is signed by the agent and by sending a	1091
copy of the notice to the limited partnership at its current or	1092
last known address or its principal office on or prior to the date	1093
the notice is filed with the secretary of state. The notice shall	1094
set forth the name of the limited partnership, the name and	1095
current address of the agent, the current or last known address,	1096
including the street and number or other particular description,	1097
of the limited partnership's principal office, the resignation of	1098
the agent, and a statement that a copy of the notice has been sent	1099
to the limited partnership within the time and in the manner	1100
prescribed by this division. Upon the expiration of thirty days	1101
after the filing, the authority of the agent shall terminate.	1102

(G) A limited partnership may revoke the appointment of an	1103
agent by filing with the secretary of state, on a form prescribed	1104
by the secretary of state, a written appointment of another agent	1105
and a statement that the appointment of the former agent is	1106
revoked.	1107

(H) Except when an original appointment of an agent is filed	1108
with the certificate of limited partnership, a written appointment	1109
of an agent or a written statement filed by a limited partnership	1110
with the secretary of state shall be signed by any authorized	1111
officer of the limited partnership, or the general partners of the	1112
limited partnership, or a majority of them.	1113

Sec. 1782.49.  Before transacting business in this state, a	1114
foreign limited partnership shall register with the secretary of	1115
state. In order to register, a foreign limited partnership shall	1116
submit to the secretary of state an application for registration	1117
as a foreign limited partnership. The application shall be on a	1118
form prescribed by the secretary of state, shall be signed by a	1119
general partner, and shall set forth all of the following:	1120

(A) The name of the foreign limited partnership;

1121

(B) The state and date of its formation;

1122

(C) The name and address of anythe agent for service of	1123
process on the foreign limited partnership, whom the foreign	1124
limited partnership elects toshall appoint. The agent shall be an	1125
individualone of the following:	1126

(1) A natural person who is a resident of this state, a;

1127

(2) A domestic corporation, or a foreign corporation having a	1128
place of business in, and authorized to do, nonprofit corporation,	1129
limited liability company, partnership, limited partnership,	1130
limited liability partnership, limited partnership association,	1131
professional association, business trust, or unincorporated	1132
nonprofit association that has a business address in this state.	1133
If the agent is an entity other than a domestic corporation, the	1134
agent shall meet the requirements of Title XVII of the Revised	1135
Code for an entity of the agent's type to transact business or	1136
exercise privileges in, this state.	1137

(D) A statement that the secretary of state is appointed the	1138
agent of the foreign limited partnership for service of process if	1139
an agent has not been appointed under division (C) of this	1140
section, or, if an agent is appointed, the agent's authority has	1141
been revoked or the agent is not found or served after the	1142
exercise of reasonable diligence;	1143

(E) The address of the office required to be maintained in	1144
the state of its organization by the laws of that state or, if not	1145
so required, of the principal office of the foreign limited	1146
partnership;	1147

(F) The names and business or residence addresses of the	1148
general partners;	1149

(G) The address of the office at which is kept a list of the	1150
names and business or residence addresses of the limited partners	1151
and their capital contributions, together with an undertaking by	1152
the foreign limited partnership to keep those records until the	1153
registration of the foreign limited partnership in this state is	1154
canceled or withdrawn.	1155

Section 2.  That existing sections 1701.07, 1702.06,	1156
1703.041, 1705.06, 1705.54, 1729.06, 1733.06, 1745.13, 1746.04,	1157
1747.03, 1751.03, 1776.07, 1776.86, 1782.04, and 1782.49 of the	1158
Revised Code are hereby repealed.	1159