Cosponsors:
Senators Eklund, Schiavoni, Seitz, Skindell, LaRose, Brown, Uecker, Burke, Coley, Gardner, Hughes, Jones, Manning, Oelslager
Representatives Anielski, Antonio, Ashford, Baker, Beck, Bishoff, Blessing, Boose, Brown, Burkley, Butler, Carney, Hall, Hayes, Letson, Pillich, Romanchuk, Sears, Terhar, Thompson, Young Speaker Batchelder
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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
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 |
(b) 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 |
(b) 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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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) 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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
(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 |
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 |
(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 |
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 |