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 |