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|
As Introduced
122nd General Assembly
Regular Session
1997-1998 | H. B. No. 579 |
REPRESENTATIVES COUGHLIN-TIBERI-GARCIA-WOMER BENJAMIN-TERWILLEGER
A BILL
To amend sections 111.201, 1329.01, 1329.02, 1329.03,
1329.42, 1329.43, 1329.55, 1329.56, 1701.05, 1701.08, 1701.70,
1701.81, 1701.922, 1702.05, 1702.07, 1702.43, 1702.46,
1702.59,
1702.60, 1703.04, 1703.15, 1703.19, 1705.05, 1705.07,
1705.54, 1733.08, 1733.37, 1775.61, 1775.64, 1782.13,
1782.50, and 5733.22 and to enact section 1329.47 of the
Revised Code to
revise the manner in which the Secretary of State records
certain filings made by corporations, limited liability
companies, foreign limited liability companies, credit unions,
limited partnerships, and foreign limited
partnerships;
to modify the conditions under which a
partnership becomes and continues to be a registered domestic
limited liability partnership and allows such partnerships to
file with the Secretary of State a statement
of corrections
regarding its registration application; to specify the conditions
under which a foreign limited liability partnership's
registration ceases; to specify the contents of
a fictitious
name report; to provide for the cancellation of marks of
ownership; to provide for one year of name protection from the
date of any corporate cancellation;
and to
make other revisions in the laws governing the availability of
trade names, trademarks, and service marks, and
for-profit and
nonprofit corporate names, the use of fictitious names, mark of
ownership statements, merger certificates, the amending of
articles of incorporation, and applications filed
by a foreign
corporation for profit to conduct business in this
state.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 111.201, 1329.01, 1329.02,
1329.03, 1329.42, 1329.43, 1329.55, 1329.56, 1701.05, 1701.08,
1701.70, 1701.81, 1701.922, 1702.05, 1702.07, 1702.43, 1702.46,
1702.59, 1702.60, 1703.04, 1703.15, 1703.19, 1705.05,
1705.07, 1705.54, 1733.08, 1733.37, 1775.61, 1775.64, 1782.13,
1782.50, and 5733.22 be amended and section 1329.47 of the Revised Code
be enacted to read as follows:
Sec. 111.201. The secretary of state may make copies of all documents filed
with his THE SECRETARY OF STATE'S office pursuant to any section
of the Revised Code, in legible handwriting, typewriter, printing,
BY microfilm, or by any OTHER authorized
photostatic OR DIGITIZED process, and return or destroy the
ORIGINAL documents
after they are copied.
Sec. 1329.01. (A) As used in sections 1329.01 to 1329.10
of the Revised Code:
(1) "Trade name" means a name used in business or trade to
designate the business of the user and to which the user asserts
a right to exclusive use.
(2) "Fictitious name" means a name used in business or
trade that is fictitious and that the user has not registered or
is not entitled to register as a trade name. It does not include the
name of record of any domestic or foreign limited partnership that is
formed under or registered pursuant to Chapter 1782. of the Revised Code or
the name of record of any domestic or foreign limited liability partnership
that is organized or registered pursuant to Chapter 1775. of the Revised Code.
(3) "Person" includes any individual, general partnership,
limited partnership, corporation, association, professional association,
limited liability company, society,
foundation, federation, or organization formed under the laws of this state or
any other state.
(B) Subject to sections 1329.01 to 1329.10 of the Revised
Code, any person may register with the secretary of state, on a
form prescribed by the secretary of state, any trade name
under which the person is
operating, setting forth all of the following:
(1) The name and business address of the applicant for
registration and any of the following that is applicable:
(a) If the applicant is a general
partnership, the names and residence addresses of all of the
partners;
(b) If the applicant is a limited partnership existing prior to
July 1, 1994, that has not registered with the secretary of state
pursuant to Chapter 1782. of the Revised Code, the name of the Ohio
county
in which its certificate of limited partnership or application for
registration as a foreign limited partnership is filed;
(c) If the applicant is a limited partnership to which division
(B)(1)(b) of this section does not apply or is a
corporation, professional association, limited
liability company, or other entity, the form of the entity and the state under
the laws of which it was formed.
(2) The trade name to be registered;
(3) The general nature of the business conducted by the
applicant;
(4) The length of time during which the trade name has
been used by the applicant in business operations in this
state.
(C) The TRADE NAME application shall be signed by the applicant or by
a member or officer ANY AUTHORIZED REPRESENTATIVE of the
applicant.
A single trade name may be registered upon each TRADE NAME application
submitted under sections 1329.01 to 1329.10 of the Revised Code.
The TRADE NAME application shall be accompanied by a filing fee of
twenty dollars, payable to the secretary of state.
(D) Any person who does business under a fictitious name
and who has not registered and does not wish to register the
fictitious name as a trade name or who cannot do so because the
name is not available for registration shall report the use of
the fictitious name to the secretary of state. The, ON A
FORM
PRESCRIBED BY THE secretary of state shall prescribe,
SETTING FORTH ALL OF the form for the report that shall include
the FOLLOWING:
(1) THE name and BUSINESS address of the user; AND
ANY OF the nature of the business conducted; the exact form of the
fictitious name used; if FOLLOWING THAT IS APPLICABLE:
(a) IF the user is a general partnership, the names and
residence addresses of all the partners; and, if
(b) IF the user is a
limited partnership EXISTING PRIOR TO JULY 1, 1994,
the name and residence address of the
general partners. The secretary of state shall give information concerning
the identity of the user to anyone who inquires concerning it THAT HAS
NOT BEEN REGISTERED WITH THE SECRETARY OF STATE PURSUANT TO CHAPTER
1782. of the Revised Code, THE NAME OF THE OHIO COUNTY IN WHICH ITS CERTIFICATE OF
LIMITED PARTNERSHIP OR APPLICATION FOR REGISTRATION AS A FOREIGN LIMITED
PARTNERSHIP IS FILED;
(c) IF THE USER IS A LIMITED PARTNERSHIP TO WHICH DIVISION
(D)(1)(b)OF THIS SECTION DOES NOT APPLY OR IS A
CORPORATION, PROFESSIONAL ASSOCIATION, LIMITED LIABILITY COMPANY, OR OTHER
ENTITY, THE FORM OF THE ENTITY AND THE STATE UNDER WHOSE LAWS IT WAS FORMED.
(2) THE FICTITIOUS NAME BEING USED;
(3) THE GENERAL NATURE OF THE BUSINESS CONDUCTED BY THE USER.
(E) THE REPORT OF USE OF A FICTITIOUS NAME SHALL BE SIGNED BY THE
USER OR BY ANY AUTHORIZED REPRESENTATIVE OF THE USER.
A SINGLE FICTITIOUS NAME MAY BE REGISTERED UPON EACH FICTITIOUS NAME REPORT
SUBMITTED UNDER SECTIONS 1329.01 TO 1329.10 of the Revised Code.
THE FICTITIOUS NAME REPORT SHALL BE ACCOMPANIED BY A FILING FEE OF TEN
DOLLARS, PAYABLE TO THE SECRETARY OF STATE.
A report under this division shall be made within thirty days after the date
of the first use of the fictitious name.
Sec. 1329.02. (A) The secretary of state shall not file
an application for the registration of any trade name if the
application indicates or implies that the trade name is connected
with a government agency of this state, another state, or the
United States and the trade name is not so connected or if the
application indicates or implies that the applicant is
incorporated and the application is not incorporated.
Additionally, the secretary of state shall not file an
application for the registration of any trade name if it is not
distinguishable upon the records in the office of the secretary
of state from any other trade name previously registered under
sections 1329.01 to 1329.03 of the Revised Code, any corporate
name, whether nonprofit or for profit and whether that of a
domestic corporation or of a foreign corporation
authorized to do
business in this state, THE NAME OF ANY LIMITED LIABILITY COMPANY
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO
CHAPTER 1705. of the Revised Code, WHETHER DOMESTIC OR FOREIGN, or any
trademark, or service
mark
previously filed and recorded in the office of the secretary of
state and not abandoned, unless the written consent of the
corporation, LIMITED LIABILITY COMPANY, or the person to
whom is registered the exclusive
right to use the trade name is filed in accordance with division
(C) of section 1701.05 of the Revised Code with the application
or the written consent of the former registrant of the trademark
or service mark is filed with the application. The application for the
registration of a trade name and the consent form shall be on a form
prescribed by the secretary of
state.
(B) The secretary of state shall determine for purposes of
this section whether a name is distinguishable from another name
in a manner consistent with the provisions of division (B) of
section 1701.05 of the Revised Code.
Sec. 1329.03. Upon compliance by the applicant OR USER with the
requirements of
sections 1329.01 to 1329.10, inclusive, of the Revised Code, the
secretary of
state shall cause a certificate of registration to be issued and delivered
to
the applicant. The certificate of registration shall be issued under the
signature and seal of the secretary of state, and it shall show the name and
business address of the applicant, the name, title, or designation
registered, the date of first use claimed,
the date of registration and the term of
registration ACCEPT THE DOCUMENT FOR FILING AND MAKE A COPY OF THE
DOCUMENT BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS.
EVIDENCE OF THE FILING SHALL BE RETURNED TO THE PERSON FILING THE
DOCUMENT.
Sec. 1329.42. A person who uses in this state a name,
mark, or device to indicate ownership of articles or supplies may
file in the office of the secretary of state, on a form to be
prescribed by him THE SECRETARY OF STATE, a verified statement
setting forth, but not
limited to, the following information:
(A) The name and business address of the person filing the
statement; and, if a corporation, the state of incorporation;
(B) The nature of the business of the applicant;
(C) The type of articles or supplies in connection with
which the name, mark, or device is used.
The statement shall include or be accompanied by a copy,
specimen, facsimile, or counterpart EVIDENCING ACTUAL USE of the
name, mark, or device,
together with a filing fee of twenty dollars. The registration
of a name, mark, or device pursuant to this section is effective
for a ten-year period beginning on the date of registration. If
an application for renewal is filed within six months prior to
the expiration of the ten-year period on a form prescribed by the
secretary of state, the registration may be renewed at the end of
each ten-year period for an additional ten-year period. A
renewal fee of ten dollars shall accompany the application for
renewal. The secretary of state shall notify a registrant within
the six months next preceding the expiration of ten years from
the date of registration of the necessity of renewal by writing
to the last known address of the registrant.
Sec. 1329.43. Upon compliance with the requirements of sections 1329.41 to
1329.53, inclusive, of the Revised Code, the secretary of state shall
cause a
certificate to be issued and delivered ACCEPT THE DOCUMENT FOR FILING
AND MAKE A COPY OF THE DOCUMENT BY MICROFILM OR BY ANY AUTHORIZED PHOTOSTATIC
OR DIGITIZED PROCESS. EVIDENCE OF THE FILING SHALL BE RETURNED to the
person filing the statement DOCUMENT.
The certificate shall be issued over the signature of the secretary of
state
and seal of secretary of state, and it shall show the name and business
address of the person claiming ownership of the articles or supplies upon
which the name, mark or device is produced; the nature of the business
of the applicant; the type of articles or supplies on which the name,
mark or device
is produced and used; a copy, specimen, facsimile or counterpart
of such name, mark or device as filed in the secretary of state's
office, or a
reproduction
thereof; and the filing date.
Any certificate issued under the provisions hereof
and duly certified by the
secretary of state, or a A certified copy of the statement
ANY DOCUMENT filed, UNDER THIS SECTION shall be
admissible in evidence in any action or judicial proceedings in any court of
this state as competent and sufficient proof of the filing pursuant to
sections 1329.41 to 1329.53, inclusive, of the Revised Code, and shall
be
prima facie evidence of the ownership by the person filing hereunder of all
articles and supplies upon which such name, mark, or device is
produced.
Sec. 1329.47. THE SECRETARY OF STATE SHALL CANCEL FROM THE REGISTER ALL OF
THE FOLLOWING:
(A) ANY REGISTRATION CONCERNING WHICH THE SECRETARY OF STATE
RECEIVES A VOLUNTARY REQUEST IN WRITING FOR THE CANCELLATION OF THE
REGISTRATION FROM THE REGISTRANT OR THE ASSIGNEE OF RECORD;
(B) ANY REGISTRATION GRANTED UNDER SECTIONS 1329.41 TO 1329.45
of the Revised Code, NOT RENEWED IN ACCORDANCE WITH THE PROVISIONS OF THOSE SECTIONS;
(C) ANY REGISTRATION CONCERNING WHICH THE SECRETARY OF STATE OR A
COURT OF COMPETENT JURISDICTION FINDS THAT ANY OF THE FOLLOWING APPLIES:
(1) THE REGISTERED MARK OF OWNERSHIP HAS BEEN ABANDONED.
(2) THE REGISTRANT IS NOT THE OWNER OF THE MARK OF OWNERSHIP.
(3) THE REGISTRATION WAS GRANTED IMPROPERLY.
(4) THE REGISTRATION WAS OBTAINED FRAUDULENTLY.
(D) ANY REGISTRATION OF WHICH A COURT OF COMPETENT JURISDICTION
ORDERS CANCELLATION ON ANY GROUND.
Sec. 1329.55. A trade-mark TRADEMARK or service mark by which
the goods or services of
any applicant for registration may be distinguished from the goods or services
of others shall not be registered if it consists of or comprises any one or
more of the following:
(A) Immoral, deceptive, or scandalous matter;
(B) Matter which may disparage or falsely suggest a connection with persons,
living or dead, institutions, beliefs, or national symbols, or bring them into
contempt or disrepute;
(C) The flag or coat of arms or other insignia of the United States, or of
any state or municipality, or of any foreign nation, or any simulation
thereof;
(D) The name, signature, or portrait of any living individual, except with
his THE INDIVIDUAL'S written consent;
(E) A mark which:
(1) When applied to the goods or services of the applicant, is merely
descriptive or deceptively misdescriptive of them;
(2) When applied to the goods or services of the applicant is primarily
geographically descriptive or deceptively misdescriptive of them;
(3) Is primarily merely a surname; provided, that nothing in division (E) of
this section shall prevent the registration of a mark used in this state by
the applicant which has become distinctive of the applicant's goods or
services. The secretary of state may accept as evidence that the mark has
become distinctive, as applied to the applicant's goods or services, proof of
substantially exclusive and continuous use thereof as a mark by the applicant
in this state or elsewhere for the five years next preceding the date of the
filing of the application for registration;.
(F) A trade-mark TRADEMARK or service mark which so resembles a
trade-mark TRADEMARK or service
mark registered in this state or a trade-mark TRADEMARK, service
mark, corporate name, LIMITED LIABILITY COMPANY NAME, or trade
name previously used in this state by another and not abandoned, as
likely, when applied to the goods or services of the applicant, to cause
confusion or mistake or to deceive;
(G) A trade-mark TRADEMARK or service mark which so resembles a
trade-mark TRADEMARK or service
mark registered in the United States patent office by another and not
abandoned, as to be likely, when applied to the goods or services of the
applicant, to cause confusion or mistake or to deceive; provided, that should
applicant prove that he THE APPLICANT is the owner of a
concurrent registration in the
United States patent office of his trade-mark THE APPLICANT'S
TRADEMARK or service mark covering an area
including this state, THE applicant may register his trade-mark
THE APPLICANT'S TRADEMARK
or service mark in accordance with this section.
Sec. 1329.56. Subject to the limitations set forth in
sections 1329.54 to 1329.67 of the Revised Code, any person who
adopts and uses a trademark or service mark in this state may
file in the office of the secretary of state, on a form to be
prescribed by the secretary of state, an application for
registration of that trademark or service mark setting forth, but
not limited to, the following information:
(A) The name and business address of the person applying
for the registration; and, if a corporation, the state of
incorporation;
(B) The goods or services in connection with which the
mark is used and the mode or manner in which the mark is used in
connection with the goods or services and the class in which the
goods or services fall;
(C) The date when the trademark or service mark was first
used anywhere and the date when it was first used in this state
by the applicant or his THE APPLICANT'S predecessor in business;
(D) A statement that the applicant is the owner of the
trademark or service mark and that no other person has the right
to use the trademark or service mark in the state either in the
identical form thereof, or in such near resemblance thereto, as
might be calculated to deceive or be mistaken therefor;
(E) A statement that no other person has a registration of
the same or a confusingly similar trademark or service mark in
the United States patent office for the same or similar goods or
services or a statement that applicant is the owner of a
concurrent registration in the United States patent office of his
THE APPLICANT'S
trademark or service mark covering an area including this state.
The application shall be signed and verified by the
applicant or by a member AN AUTHORIZED REPRESENTATIVE of the
firm or an officer of the corporation, union, or association applying.
The application shall be accompanied by a specimen or
facsimile of the trademark or service mark as actually used and
shall contain a brief description of the trademark or service
mark as it appears on the specimen or facsimile.
The application for registration shall be accompanied by a
filing fee of twenty dollars, payable to the secretary of state.
Sec. 1701.05. (A) Except as provided in this section, and
in sections 1701.75, 1701.78, and 1701.82 of the Revised Code,
which sections relate to the reorganization, merger, and
consolidation of corporations, the corporate name of a domestic
corporation shall comply with all of the following:
(1) It shall end with or include the word or abbreviation
"company," "co.," "corporation," "corp.," "incorporated," or
"inc."
(2) It shall be distinguishable upon the records in the
office of the secretary of state from the name of any other
corporation, whether nonprofit or for profit and whether that of
a domestic or of a foreign corporation authorized to do business
in this state, FROM THE NAME OF ANY LIMITED LIABILITY COMPANY REGISTERED IN
THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO CHAPTER 1705. of the Revised Code,
WHETHER DOMESTIC OR FOREIGN, and from any trade name the exclusive
right to
which is at the time in question registered in the office of the
secretary of state pursuant to Chapter 1329. of the Revised Code.
(3) It shall not contain any language that indicates or
implies that the corporation is connected with a government
agency of this state, another state, or the United States.
(B) The secretary of state shall determine for purposes of
this section whether a name is "distinguishable" from another
name upon his THE SECRETARY OF STATE'S records. Without
excluding other names that may
not constitute distinguishable names in this state, a name is not
considered distinguishable from another name for purposes of this
section solely because it differs from the other name in only one
or more of the following manners:
(1) The use of the word "corporation," "company,"
"incorporated," "limited," or any abbreviation of any of
those
words;
(2) The use of any article, conjunction, contraction,
abbreviation, or punctuation;
(3) The use of a different tense or number of the same
word.
(C) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
secretary of state's records from the name of any other
corporation or from a registered trade name, if there also is
filed in the office of the secretary of state, on a form prescribed
by the secretary of state, the consent of the
other corporation, LIMITED LIABILITY COMPANY, or, in the
case of a registered trade name, the
person to whom is registered the exclusive right to use the name,
which consent is evidenced in a writing signed by any authorized officer of
the other corporation, ANY AUTHORIZED MEMBER, MANAGER, OR OTHER
REPRESENTATIVE OF THE LIMITED LIABILITY COMPANY, or any authorized
party REPRESENTATIVE of the other person.
(D) In case of judicial sale or judicial transfer, by sale
or transfer of good will or otherwise, of the right to use the
name of a corporation (whether nonprofit or for profit, and
whether that of a domestic corporation or of a foreign
corporation authorized to exercise its corporate privileges in
this state or to do business in this state), the secretary of
state, at the instance of the purchaser or transferee of such
right, shall accept for filing articles of a corporation with a
name the same as or similar to the name of such other
corporation, if there is also filed in the office of the
secretary of state a certified copy of the decree or order of
court confirming or otherwise evidencing the purchase or
transfer.
(E) Any person who wishes to reserve a name for a proposed
new corporation, or any corporation intending to change its name,
may submit to the secretary of state a written application, on a
form prescribed by the secretary of state, for the exclusive right
to use a specified name as the name of a
corporation. If the secretary of state finds that, under this
section, the specified name is available for such use, the
secretary of state shall endorse his or her
approval upon and file
such application and, from the
date of such endorsement FILING, such applicant shall have the
exclusive
right for sixty days to use the specified name as the name of a
corporation, counting the date of such endorsement FILING as the
first
of sixty days. The right so obtained may be transferred by the
applicant or other holder thereof by the filing in the office of
the secretary of state of a written transfer, ON A FORM PRESCRIBED
BY THE SECRETARY OF STATE, stating the name and
address of the transferee.
(F) For filing under this section any application or other
document, other than articles or a consent to the use of a name,
the secretary of state shall charge and collect a fee of five
dollars.
Sec. 1701.08. (A) When articles of incorporation and other certificates
relating to the corporation are filed with SUBMITTED TO the
secretary of state, he
THE SECRETARY OF STATE shall,
if he finds AFTER FINDING that they comply with the provisions
of sections 1701.01 to
1701.98, inclusive, of the Revised Code, endorse thereon his
approval, the
date of filing, a file number, ACCEPT THE ARTICLES AND OTHER
CERTIFICATES FOR FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY
microfilm or by any authorized photostatic OR DIGITIZED process.
The
articles or other certificate certified by EVIDENCE OF the
secretary of state FILING shall be
returned to the person filing said THE articles or certificate.
(B) All persons shall have the opportunity of acquiring knowledge of the
contents of the articles and other certificates filed and recorded in the
office of the secretary of state, but no person dealing with the corporation
shall be charged with constructive notice of the contents of any such articles
or certificates by reason of such filing or recording.
Sec. 1701.70. (A) If an initial stated capital is NOT set
forth in the articles, THEN BEFORE THE CORPORATION BEGINS BUSINESS, OR IF
AN INITIAL STATED CAPITAL IS SET FORTH IN THE ARTICLES, THEN before
subscriptions to shares shall have
been received in such THE amount OF that the stated
capital of such shares is at least equal to the initial stated capital,
the incorporators may adopt an amendment to the articles by a writing
signed by them.
(B) The directors may adopt an amendment to the articles
in the following cases:
(1) When and to the extent authorized by the articles, the
directors may adopt an amendment in respect of any unissued or
treasury shares of any class;
(2) When the corporation shall have issued shares or
obligations convertible into shares of the corporation, or shall
have granted options to purchase any shares, and such conversion
or option rights are set forth in the articles or have been
approved by the same vote of shareholders as, at the time of such
approval, would have been required to amend the articles to
authorize the shares required for such purpose, and the
corporation does not have sufficient authorized but unissued
shares to satisfy such conversion or option rights, the directors
may adopt an amendment to authorize such shares;
(3) Whenever shares of any class have been redeemed, or
have been surrendered to or acquired by the corporation upon
conversion, exchange, purchase, or otherwise, the directors may
adopt an amendment to reduce the authorized number of shares of
such class by the number so redeemed, surrendered, or acquired;
and when all of the authorized shares of a class have been
redeemed, or surrendered to or acquired by the corporation, the
directors may adopt an amendment to eliminate from the articles
all references to the shares of such class and to make such other
appropriate changes as are required by such elimination;
(4) When articles have been amended and any change of
issued or unissued shares provided for in the amendment or
amended articles shall have become effective, the directors may
adopt an amendment to eliminate from the articles all references
to the change of shares and to make such other appropriate
changes as are required by such elimination; provided, that such
an amendment to articles adopted by the directors shall contain a
statement with respect to the authorized number and the par
value, if any, of the shares of each class;
(5) After a merger or consolidation, in which the
surviving or new corporation is a domestic corporation, shall
have become effective, the directors may adopt an amendment:
(a) To eliminate from the articles any statement or
provision pertaining exclusively to the merger or consolidation,
or which was required to be set forth in the agreement of merger
or consolidation and which would not be required in original
articles or amendments to articles filed at the time such
statement or provision was adopted;
(b) To make such other appropriate changes required by
such elimination; provided, that such an amendment to articles
adopted by the directors need not contain or continue any
statement with respect to the amount of stated capital.
Sec. 1701.81. (A) Upon adoption by each constituent
entity of an agreement of merger or consolidation pursuant to
section 1701.78, 1701.781, 1701.79, 1701.791, 1701.80, or
1701.801 of the Revised Code, a certificate of merger or
consolidation shall be filed with the secretary of state that is
signed by any authorized officer REPRESENTATIVE of each
constituent corporation, by at
least one general partner of any constituent partnership, and by
an authorized representative of each OR other constituent
entity.
The certificate shall be on a form prescribed by the secretary of
state and shall set forth only the information required by this
section.
(B)(1) The certificate of merger or consolidation shall
set forth all of the following:
(a) The name and the form of entity of each constituent
entity and the state under the laws of which each constituent
entity exists;
(b) A statement that each constituent entity has complied
with all of the laws under which it exists and that the laws
permit the merger or consolidation;
(c) The name and mailing address of the person or entity
that is to provide, in response to any written request made by a
shareholder, partner, or other equity holder of a constituent
entity, a copy of the agreement of merger or consolidation;
(d) The effective date of the merger or consolidation,
which date may be on or after the date of the filing of the
certificate;
(e) The signature of the representative or representatives
authorized to sign the certificate on behalf of each constituent
entity and the office held or the capacity in which the
representative is acting;
(f) A statement that the agreement of merger or
consolidation is authorized on behalf of each constituent entity
and that each person who signed the certificate on
behalf of each entity is authorized to do so;
(g) In the case of a merger, a statement that one or more
specified constituent entities will be merged into a specified
surviving entity or, in the case of a consolidation, a statement
that the constituent entities will be consolidated into a new
entity;
(h) In the case of a merger, if the surviving entity is a
foreign entity not licensed to transact business in this state,
the name and address of the statutory agent upon whom any
process, notice, or demand against any constituent entity may be
served;
(i) In the case of a consolidation, the name and address
of the statutory agent upon whom any process, notice, or demand
against any constituent entity or the new entity may be served.
(2) In the case of a consolidation into a new domestic
corporation, limited liability company, or limited partnership,
the articles of incorporation, the articles of
organization, or the certificate of limited partnership of the
new domestic entity shall be filed with the certificate of merger or
consolidation.
(3) In the case of a merger into a domestic corporation,
limited liability company, or limited partnership, any amendments to the
articles of incorporation, articles
of organization, or certificate of limited partnership of the
surviving domestic entity shall be filed with the certificate of merger or
consolidation.
(4) If the surviving or new entity is a foreign entity
that desires to transact business in this state as a foreign
corporation, limited liability company, or limited partnership,
the certificate of merger or consolidation shall be accompanied
by the information required by division (B)(8), (9), or (10) of
section 1701.791 of the Revised Code.
(5) If a foreign or domestic corporation licensed to
transact business in this state is a constituent entity and the
surviving or new entity resulting from the merger or
consolidation is not a foreign or domestic corporation that is to
be licensed to transact business in this state, the certificate
of merger or consolidation shall be accompanied by the
affidavits, receipts, certificates, or other evidence required by
division (H) of section 1701.86 of the Revised Code, with respect
to each domestic constituent corporation, and by the affidavits,
receipts, certificates, or other evidence required by division
(C) or (D) of section 1703.17 of the Revised Code, with respect
to each foreign constituent corporation licensed to transact
business in this state.
(C) If any constituent entity in a merger or consolidation
is organized or formed under the laws of a state other than this
state or under any chapter of the Revised Code other than this
chapter, there also shall be filed in the proper office all
documents that are required to be filed in connection with the
merger or consolidation by the laws of that state or by that
chapter.
(D) Upon the filing of a certificate of merger or
consolidation and other filings as described in division (C) of
this section or at any later date that the certificate of merger
or consolidation specifies, the merger or consolidation is
effective.
(E) The secretary of state shall furnish, upon request and
payment of a fee of ten dollars, the secretary of state's
certificate setting forth
the name and the form of entity of each constituent entity and
the states under the laws of which each constituent entity
existed prior to the merger or consolidation, the name and the
form of entity of the surviving or new entity and the state under
the laws of which the surviving entity exists or the new entity
is to exist, the date of filing of the certificate of merger or
consolidation with the secretary of state, and the effective date
of the merger or consolidation. The certificate of the secretary
of state, or a copy of the certificate of merger or consolidation
certified by the secretary of state, may be filed for record in
the office of the recorder of any county in this state and, if
filed, shall be recorded in the records of deeds for that county.
For that recording, the county recorder shall charge and collect
the same fee as in the case of deeds.
Sec. 1701.922. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN THIS
DIVISION, UPON reinstatement of a corporation's
or professional association's articles of incorporation in
accordance with section 1701.07, 1701.921, 1785.06, or 5733.22 of
the Revised Code, the rights, privileges, and franchises,
including all real or personal property rights and credits and
all contract and other rights, of the corporation or association
existing at the time its articles of incorporation were canceled
shall be fully vested in the corporation or association as if the
articles had not been canceled, and the corporation or
association shall again be entitled to exercise the rights,
privileges, and franchises authorized by its articles of
incorporation. THE NAME OF A CORPORATION WHOSE ARTICLES HAVE BEEN CANCELED
SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER THE DATE OF CANCELLATION. IF
THE REINSTATEMENT IS NOT MADE WITHIN ONE YEAR AFTER THE
DATE OF THE CANCELLATION OF ITS ARTICLES OF INCORPORATION AND IT APPEARS THAT
A CORPORATE NAME, LIMITED LIABILITY COMPANY NAME, OR TRADE NAME HAS BEEN
FILED, THE NAME OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS PROVIDED IN
SECTION 1701.05 of the Revised Code, THE SECRETARY OF STATE SHALL REQUIRE THE APPLICANT FOR
REINSTATEMENT, AS A CONDITION PREREQUISITE TO SUCH REINSTATEMENT, TO AMEND ITS
ARTICLES BY CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's or association's
articles in accordance with section 1701.07, 1701.921, 1785.06,
or 5733.22 of the Revised Code, both of the following apply to
the exercise or attempt to exercise any rights, privileges, or
franchises, including entering into or performing any contracts,
on behalf of the corporation or association by an officer, agent,
or employee of the corporation or association, after cancellation
and prior to reinstatement of the articles of incorporation:
(1) The exercise or attempt to exercise any rights,
privileges, or franchises on behalf of the corporation or
association by the officer, agent, or employee of the corporation
or association has the same force and effect that the exercise or
attempt to exercise the right, privilege, or franchise would have
had if the corporation's or association's articles had not been
canceled, if both of the following apply:
(a) The exercise or attempt to exercise the right,
privilege, or franchise was within the scope of the corporation's
or association's articles of incorporation that existed prior to
cancellation;
(b) The officer, agent, or employee had no knowledge that
the corporation's or association's articles of incorporation had
been canceled.
(2) The corporation or association is liable exclusively
for the exercise or attempt to exercise any rights, privileges,
or franchises on behalf of the corporation or association by an
officer, agent, or employee of the corporation or association, if
the conditions set forth in divisions (B)(1)(a) and (b) of this
section are met.
(C) Upon reinstatement of a corporation's or association's
articles of incorporation in accordance with section 1701.07,
1701.921, 1785.06, or 5733.22 of the Revised Code, the exercise
or attempt to exercise any rights, privileges, or franchises on
behalf of the corporation or association by an officer, agent, or
employee of the corporation or association, after cancellation
and prior to reinstatement of the articles of incorporation does
not constitute a failure to comply with division (A) of section
1701.88 or a violation of section 1701.97 of the Revised Code, if
the conditions set forth in divisions (B)(1)(a) and (b) of this
section are met.
(D) This section is remedial in nature and is to be
construed liberally to accomplish the purpose of providing full
reinstatement of a corporation's or association's articles of
incorporation retroactive, in accordance with this section, to
the time of the cancellation of the articles.
Sec. 1702.05. (A) Except as provided in this section and
in sections 1702.41 and 1702.45 of the Revised Code, the
secretary of state shall not accept for filing in the secretary
of state's office any
articles if the corporate name set forth in the articles are IS
not
distinguishable upon the secretary of state's records from the
name of any other corporation, whether nonprofit or for profit
and whether that of a domestic or of a foreign corporation
authorized to do business in this state, FROM THE NAME OF ANY LIMITED
LIABILITY COMPANY REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT
TO CHAPTER 1705. of the Revised Code, WHETHER DOMESTIC OR FOREIGN, or
from any trade name,
the exclusive right to which is at the time in question
registered in the office of the secretary of state pursuant to
Chapter 1329. of the Revised Code.
(B) The secretary of state shall determine for purposes of
this section whether a name is "distinguishable" from another
name upon the secretary of state's records. Without
excluding other names that may
not constitute distinguishable names in this state, a name is not
considered distinguishable from another name for purposes of this
section solely because it differs from the other name in only one
or more of the following manners:
(1) The use of the word "corporation," "company,"
"incorporated," "limited," or any abbreviation of any of
those
words;
(2) The use of any article, conjunction, contraction,
abbreviation, or punctuation;
(3) The use of a different tense or number of the same
word.
(C) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
secretary of state's records from the name of any other
corporation OR ANY LIMITED LIABILITY COMPANY, or from a registered
trade name, if there also is
filed in the office of the secretary of state, on a form prescribed
by the secretary of state, the consent of the
other corporation, THE LIMITED LIABILITY COMPANY, or, in
the case of a registered trade name, the
person to whom is registered the exclusive right to use the name,
which consent is evidenced in a writing signed by any authorized
officer of the other corporation, ANY AUTHORIZED MEMBER, MANAGER, OR
OTHER REPRESENTATIVE OF THE LIMITED LIABILITY COMPANY, or any
authorized party REPRESENTATIVE of the
other person.
(D) In case of judicial sale or judicial transfer, by sale
or transfer of good will or otherwise, of the right to use the
name of a nonprofit corporation or corporation for profit,
whether that of a domestic corporation or of a foreign
corporation authorized to exercise its corporate privileges in
this state or to do business in this state, the secretary of
state, at the instance of the purchaser or transferee of such
right, shall accept for filing articles of a corporation with a
name the same as or similar to the name of such other
corporation, if there also is filed in the office of the
secretary of state a certified copy of the decree or order of
court confirming or otherwise evidencing the purchase or
transfer.
(E) Any person who wishes to reserve a name for a proposed
new corporation, or any corporation intending to change its name,
may submit to the secretary of state a written application, on a
form prescribed by the secretary of state, for the exclusive right
to use a specified name as the name of a
corporation. If the secretary of state finds that, under this
section, the specified name is available for such use, the
secretary of state shall
endorse his or her approval upon and
file such application, and, from
the date of such endorsement FILING, such applicant shall have
the
exclusive right for sixty days to use the specified name as the
name of a corporation, counting the date of such endorsements
FILING as
the first of the sixty days. The right so obtained may be
transferred by the applicant or other holder of the right by the
filing in the office of the secretary of state OF a written
transfer, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE,
stating
the name and address of the transferee.
(F) For filing under this section any application or other
document, other than articles or a consent to the use of a name,
the secretary of state shall charge and collect a fee of five
dollars.
Sec. 1702.07. (A) When articles of incorporation and other certificates
relating to the corporation are filed with SUBMITTED TO the
secretary of state, he
THE SECRETARY OF STATE shall,
if he finds AFTER FINDING that they comply with the provisions
of sections 1702.01 to
1702.58, inclusive, of the Revised Code, endorse thereon his
approval, the
date of filing, a file number, ACCEPT THE ARTICLES AND OTHER
CERTIFICATES FOR FILING and make a copy thereof in legible handwriting,
typewriter, printing, OF THE ARTICLES AND OTHER CERTIFICATES BY
microfilm or by any authorized photostatic OR DIGITIZED process.
The
articles or other certificate certified by EVIDENCE OF the
secretary of state FILING shall be returned to the person filing
said THE articles or certificate.
(B) All persons shall have the opportunity of acquiring knowledge of the
contents of the articles and other certificates filed and recorded in the
office of the secretary of state, but no person dealing with the corporation
shall be charged with constructive notice of the contents of any such articles
or certificates by reason of such filing or recording.
Sec. 1702.43. (A) Upon such adoption BY EACH CONSTITUENT
CORPORATION OF AN AGREEMENT OF MERGER OR CONSOLIDATION PURSUANT TO SECTION
1702.41, 1702.42, OR 1702.45 of the Revised Code, a certificate OF MERGER OR
CONSOLIDATION, signed by any authorized officer
REPRESENTATIVE of each constituent corporation and containing either
a signed agreement or a copy thereof and a statement by such officer of each
constituent corporation of the manner of its adoption by such corporation,
shall be filed with the secretary of state. THE CERTIFICATE SHALL BE ON A
FORM PRESCRIBED BY THE SECRETARY OF STATE AND SHALL SET FORTH ONLY THE
INFORMATION
REQUIRED BY THIS SECTION.
(1) THE CERTIFICATE OF MERGER OR CONSOLIDATION SHALL SET FORTH ALL OF THE
FOLLOWING:
(a) THE NAME OF EACH CONSTITUENT ENTITY AND THE STATE UNDER WHOSE
LAWS EACH CONSTITUENT ENTITY EXISTS;
(b) A STATEMENT THAT EACH CONSTITUENT ENTITY HAS COMPLIED WITH
ALL OF THE LAWS UNDER WHICH IT EXISTS AND THAT THE LAWS PERMIT THE MERGER OR
CONSOLIDATION;
(c) THE NAME AND MAILING ADDRESS OF THE PERSON OR ENTITY THAT IS
TO PROVIDE, IN RESPONSE TO ANY WRITTEN REQUEST MADE BY A MEMBER OR OTHER
PERSON, A COPY OF THE AGREEMENT OF MERGER OR CONSOLIDATION;
(d) THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION, WHICH DATE
MAY BE ON OR AFTER THE DATE OF THE FILING OF THE CERTIFICATE;
(e) THE SIGNATURE OF THE REPRESENTATIVE OR REPRESENTATIVES
AUTHORIZED TO SIGN THE CERTIFICATE ON BEHALF OF EACH CONSTITUENT ENTITY AND
THE OFFICE EACH REPRESENTATIVE AUTHORIZED TO SIGN HOLDS OR THE CAPACITY IN
WHICH THE REPRESENTATIVE IS ACTING;
(f) A STATEMENT THAT THE AGREEMENT OF MERGER OR CONSOLIDATION IS
AUTHORIZED ON BEHALF OF EACH CONSTITUENT ENTITY AND THAT THE PERSONS WHO
SIGNED THE CERTIFICATE ON BEHALF OF EACH ENTITY ARE AUTHORIZED TO DO SO;
(g) IN THE CASE OF A MERGER, A STATEMENT THAT ONE OR MORE
SPECIFIED CONSTITUENT ENTITIES WILL BE MERGED INTO A SPECIFIED SURVIVING
ENTITY OR, IN THE CASE OF A CONSOLIDATION, A STATEMENT THAT THE CONSTITUENT
ENTITIES WILL BE CONSOLIDATED INTO A NEW ENTITY;
(h) IN THE CASE OF A MERGER, IF THE SURVIVING ENTITY IS A FOREIGN
ENTITY NOT LICENSED TO TRANSACT BUSINESS IN THIS STATE, THE NAME AND ADDRESS
OF THE STATUTORY AGENT UPON WHOM ANY PROCESS, NOTICE, OR DEMAND MAY BE SERVED;
(i) IN THE CASE OF A CONSOLIDATION, THE NAME AND ADDRESS OF THE
STATUTORY AGENT UPON WHOM ANY PROCESS, NOTICE, OR DEMAND AGAINST ANY
CONSTITUENT ENTITY OR THE NEW ENTITY MAY BE SERVED.
(2) IN THE CASE OF A CONSOLIDATION INTO A NEW DOMESTIC CORPORATION, THE
CERTIFICATE OF CONSOLIDATION SHALL BE ACCOMPANIED BY A COPY OF THE ARTICLES OF
INCORPORATION OF THE NEW DOMESTIC CORPORATION.
(3) IN THE CASE OF A MERGER INTO A DOMESTIC CORPORATION, THE CERTIFICATE
OF MERGER SHALL BE ACCOMPANIED BY A COPY OF ANY AMENDMENTS TO THE ARTICLES OF
INCORPORATION OF THE SURVIVING DOMESTIC CORPORATION.
(4) IF THE SURVIVING OR NEW ENTITY IS A FOREIGN ENTITY THAT DESIRES TO
TRANSACT BUSINESS IN THIS STATE AS A FOREIGN CORPORATION, THE CERTIFICATE OF
MERGER OR CONSOLIDATION SHALL CONTAIN A STATEMENT TO THAT EFFECT AND A
STATEMENT WITH RESPECT TO THE APPOINTMENT OF THE STATUTORY AGENT AND WITH
RESPECT TO THE CONSENT TO SERVICE OF ANY PROCESS, NOTICE, OR DEMAND UPON THAT
STATUTORY AGENT OR THE SECRETARY OF STATE, AS REQUIRED WHEN A FOREIGN
CORPORATION APPLIES FOR A CERTIFICATE AUTHORIZING IT TO TRANSACT BUSINESS IN
THIS STATE.
(5) IF A DOMESTIC OR FOREIGN CORPORATION LICENSED TO TRANSACT BUSINESS IN
THIS STATE IS A CONSTITUENT ENTITY AND THE SURVIVING OR NEW ENTITY RESULTING
FROM THE MERGER OR CONSOLIDATION IS NOT A DOMESTIC OR FOREIGN CORPORATION THAT
IS TO BE LICENSED TO TRANSACT BUSINESS IN THIS STATE, THE CERTIFICATE OF
MERGER OR CONSOLIDATION SHALL BE ACCOMPANIED BY THE AFFIDAVITS, RECEIPTS,
CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY DIVISION (G) OF SECTION
1702.47 of the Revised Code, WITH RESPECT TO EACH DOMESTIC CORPORATION, AND BY THE
AFFIDAVITS, RECEIPTS, CERTIFICATES, OR OTHER EVIDENCE REQUIRED BY DIVISION
(C) OR (D) OF SECTION 1703.17 of the Revised Code, WITH RESPECT TO EACH
FOREIGN CONSTITUENT CORPORATION LICENSED TO TRANSACT BUSINESS IN THIS STATE.
(B) IF ANY CONSTITUENT ENTITY IN A MERGER OR CONSOLIDATION IS
ORGANIZED OR FORMED UNDER THE LAWS OF A STATE OTHER THAN THIS STATE OR UNDER
ANY CHAPTER of the Revised Code OTHER THAN THIS CHAPTER, THERE ALSO SHALL BE FILED IN THE
PROPER OFFICE ALL DOCUMENTS THAT ARE REQUIRED TO BE FILED IN CONNECTION WITH
THE MERGER OR CONSOLIDATION BY THE LAWS OF THAT STATE OR BY THAT CHAPTER.
(B)(C) Upon such THE filing OF A CERTIFICATE
OF MERGER OR CONSOLIDATION AND OTHER FILINGS AS DESCRIBED IN DIVISION
(B) OF THIS SECTION, or at such ANY later
date as the
agreement CERTIFICATE OF MERGER OR CONSOLIDATION specifies, the
merger or consolidation shall become
effective.
(C) A copy of such agreement, certified by the(D) THE
secretary of state, may be filed for record in the office of the county
recorder of any county in this state, and for such
SHALL FURNISH, UPON REQUEST AND PAYMENT OF A FEE OF TEN DOLLARS, A
CERTIFICATE SETTING FORTH THE NAME OF EACH CONSTITUENT ENTITY AND THE STATE
UNDER WHOSE LAWS EACH CONSTITUENT ENTITY EXISTED PRIOR TO THE MERGER OR
CONSOLIDATION, THE NAME OF THE SURVIVING OR NEW ENTITY AND THE STATE UNDER
WHOSE LAWS THE SURVIVING ENTITY EXISTS OR THE NEW ENTITY IS TO EXIST, THE DATE
OF FILING OF THE CERTIFICATE OF MERGER OR CONSOLIDATION WITH THE SECRETARY OF
STATE, AND THE EFFECTIVE DATE OF THE MERGER OR CONSOLIDATION. THE CERTIFICATE
OF THE SECRETARY OF STATE OR A COPY OF THE MERGER OR CONSOLIDATION CERTIFIED
BY THE SECRETARY OF STATE MAY BE FILED FOR RECORD IN THE OFFICE OF THE
RECORDER OF ANY COUNTY IN THIS STATE AND, IF FILED, SHALL BE RECORDED IN THE
RECORDS OF DEEDS FOR THAT COUNTY. FOR THAT
recording, the
county recorder shall charge and collect the same fee as in the
case of deeds. Such copy shall be recorded in the records of
deeds.
Sec. 1702.46. (A) Upon the filing of the agreement CERTIFICATE
of merger or consolidation in compliance with the laws of each state under the
laws of which any constituent corporation exists, or at such later date as the
agreement CERTIFICATE specifies, the merger or consolidation
shall become effective.
(B) The effect of such merger or consolidation, if the surviving or new
corporation is to be a domestic corporation, shall be the same as in the case
of the merger or consolidation of domestic corporations. If the surviving or
new corporation is to be a foreign corporation:
(1) The surviving or new corporation shall thenceforth be liable for all the
obligations of each of the constituent corporations;
(2) All the rights of creditors of each constituent corporation shall be
preserved unimpaired, and all liens upon the property of any of the
constituent corporations shall be preserved unimpaired, limited in lien to the
property affected by such liens immediately prior to the effective date of the
merger or consolidation;
(3) The effect of such merger or consolidation shall, in all other respects,
be the same as in the case of the merger or consolidation of domestic
corporations except in so far as the laws of such other state otherwise
provide.
(C) If the surviving or new corporation is to be a foreign corporation and if
the agreement CERTIFICATE states that the surviving or new
corporation desires to
exercise its corporate privileges in this state as a foreign corporation in a
continual course of transactions, the surviving or new corporation shall, when
the merger or consolidation becomes effective, be deemed to have complied with
the requirements for procuring a certificate authorizing it to do so, and a
copy of the agreement CERTIFICATE of merger or consolidation,
certified by the secretary of state of this state, shall be considered and
accepted as the license certificate prescribed by the laws of this state for a
foreign corporation exercising its corporate privileges in this state in a
continual course of transactions.
Sec. 1702.59. Every nonprofit corporation, incorporated
under the general corporation laws of this state, or previous
laws, or under special provisions of the Revised Code, or created
before September 1, 1851, which corporation has expressedly or
impliedly elected to be governed by the laws passed since that
date, and whose articles or other documents are filed with the
secretary of state, shall file with the secretary of state a
verified statement of continued existence, signed by a trustee,
officer, or three members in good standing, setting forth the
corporate name, the place where the principal office of the
corporation is located, the date of incorporation, the fact that
the corporation is still actively engaged in exercising its
corporate privileges, and the name and address of its agent
appointed pursuant to section 1702.06 of the Revised Code.
The first statement of continued existence required by this
section shall be filed with the secretary of state on or before
March 31, 1958. Thereafter, each corporation required to file
such statement shall file it with the secretary of state within
each five years after the date of incorporation or of the last
corporate filing. For filing such statements of continued
existence, the secretary of state shall charge and collect a fee
of five dollars.
Corporations specifically exempted by division (N) of
section 1702.06 of the Revised Code, or whose activities are
regulated or supervised by another state official, agency,
bureau, department, or commission are exempted from this section.
The secretary of state shall give notice in writing and
provide a form for compliance with this section to each
corporation required by this section to file the statement of
continued existence, such notice and form to be mailed to the
last known address of the corporation as it appears on the
records of the secretary of state or which he THE SECRETARY OF
STATE may ascertain upon
a reasonable search.
In the event any nonprofit corporation required by this
section to file a statement of continued existence fails to file
the first statement, or after filing the first statement fails to
file the statement required every fifth year, then the secretary
of state shall cancel the articles of such corporation, make a
notation of the cancellation on his THE records, and mail to the
corporation a certificate of his THE action so taken.
A corporation whose articles have been canceled may be
reinstated by filing an application for reinstatement and paying
to the secretary of state a fee of ten dollars. THE NAME OF A CORPORATION
WHOSE ARTICLES HAVE BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE YEAR
AFTER THE DATE OF CANCELLATION. If the
reinstatement is not made within one year from the date of the
cancellation of its articles of incorporation and it appears that
articles of incorporation have been issued to a corporation of
the same or similar CORPORATE name, LIMITED LIABILITY COMPANY
NAME, OR TRADE NAME HAS BEEN FILED, THE NAME OF WHICH IS NOT DISTINGUISHABLE
UPON THE RECORD AS PROVIDED IN SECTION 1702.06 of the Revised Code, the applicant
for reinstatement shall
be required by the secretary of state, as a condition
prerequisite to such reinstatement, to amend its articles by
changing its name. A certificate of reinstatement may be filed
in the recorder's office of any county in the state, for which
the recorder shall charge and collect a fee of one dollar. The rights,
privileges, and franchises of a corporation whose articles have been
reinstated are subject to section 1702.60 of the Revised Code.
The secretary of state shall furnish the tax commissioner a
list of all corporations failing to file the required first
statement of continued existence, and thereafter shall furnish a
list of corporations failing to file the subsequent statement of
continued existence.
Sec. 1702.60. (A) Upon EXCEPT AS OTHERWISE PROVIDED IN THIS
DIVISION, UPON reinstatement of a corporation's
articles of incorporation in accordance with section 1702.06,
1702.59, or 1724.06 of the Revised Code, the rights, privileges,
and franchises, including all real or personal property rights
and credits and all contract and other rights, of the corporation
existing at the time its articles of incorporation were canceled
shall be fully vested in the corporation as if the articles had
not been canceled, and the corporation shall again be entitled to
exercise the rights, privileges, and franchises authorized by its
articles of incorporation. THE NAME OF A CORPORATION WHOSE ARTICLES HAVE
BEEN CANCELED SHALL BE RESERVED FOR A PERIOD OF ONE YEAR AFTER THE DATE OF
CANCELLATION. IF THE REINSTATEMENT IS NOT MADE WITHIN ONE
YEAR AFTER THE DATE OF THE CANCELLATION OF ITS ARTICLES OF INCORPORATION AND
IT APPEARS THAT A CORPORATE NAME, LIMITED LIABILITY NAME, OR TRADE NAME HAS
BEEN FILED, THE NAME OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS
PROVIDED IN SECTION 1702.05 of the Revised Code, THE SECRETARY OF STATE SHALL REQUIRE THE
APPLICANT FOR REINSTATEMENT, AS A CONDITION PREREQUISITE TO SUCH
REINSTATEMENT, TO AMEND ITS ARTICLES BY CHANGING ITS NAME.
(B) Upon reinstatement of a corporation's articles in
accordance with section 1702.06, 1702.59, or 1724.06 of the
Revised Code, both of the following apply to the exercise or
attempt to exercise any rights, privileges, or franchises,
including entering into or performing any contracts, on behalf of
the corporation by an officer, agent, or employee of the
corporation, after cancellation and prior to reinstatement of the
articles of incorporation:
(1) The exercise or attempt to exercise any rights,
privileges, or franchises on behalf of the corporation by the
officer, agent, or employee of the corporation has the same force
and effect that the exercise or attempt to exercise the right,
privilege, or franchise would have had if the corporation's
articles had not been canceled, if both of the following apply:
(a) The exercise or attempt to exercise the right,
privilege, or franchise was within the scope of the corporation's
articles of incorporation that existed prior to cancellation;
(b) The officer, agent, or employee had no knowledge that
the corporation's articles of incorporation had been canceled.
(2) The corporation is liable exclusively for the exercise
or attempt to exercise any rights, privileges, or franchises on
behalf of the corporation by an officer, agent, or employee of
the corporation, if the conditions set forth in divisions
(B)(1)(a) and (b) of this section are met.
(C) Upon reinstatement of a corporation's articles of
incorporation in accordance with section 1702.06, 1702.59, or
1724.06 of the Revised Code, the exercise or attempt to exercise
any rights, privileges, or franchises on behalf of the
corporation by an officer, agent, or employee of the corporation,
after cancellation and prior to reinstatement of the articles of
incorporation does not constitute a failure to comply with
division (A) of section 1702.49 or a violation of section 1702.57
of the Revised Code, if the conditions set forth in divisions
(B)(1)(a) and (b) of this section are met.
(D) This section is remedial in nature and is to be
construed liberally to accomplish the purpose of providing full
reinstatement of a corporation's articles of incorporation
retroactive, in accordance with this section, to the time of the
cancellation of the articles.
Sec. 1703.04. (A) To procure a license to transact
business in this state, a foreign corporation for profit shall
file with the secretary of state a certificate of good standing
or subsistence, dated not earlier than sixty NINETY days prior
to the
filing of the application, under the seal of the secretary of
state, or other proper official, of the state under the laws of
which said corporation was incorporated, setting forth:
(1) The exact corporate title;
(2) The date of incorporation;
(3) The fact that the corporation is in good standing or
is a subsisting corporation.
(B) To procure such a license, such corporation also
shall
file with the secretary of state an application in such form as
the secretary of state prescribes, verified by the oath of any authorized
officer of such corporation, setting forth, but not limited to:
(1) The name of the corporation and, if its corporate name
is not available, the trade name under which it will do business
in this state;
(2) The name of the state under the laws of which it was
incorporated;
(3) The location and complete address of its principal
office;
(4) The name of the county and the municipal corporation
or township in which its principal office within this state, if
any, is to be located;
(5) The appointment of a designated agent and the complete
address of such agent;
(6) The irrevocable consent of such corporation to service
of process on such agent so long as the authority of such agent
continues and to service of process upon the secretary of state
in the events provided for in section 1703.19 of the Revised
Code;
(7) A brief summary of the corporate purposes to be
exercised within this state.
(C) Upon the filing by a foreign corporation for profit of
an application for a license to transact business in this state,
the corporation shall pay a filing fee of one hundred dollars to
the secretary of state.
(D) No such application for a license shall be accepted
for filing if it appears that the name of the foreign corporation
is prohibited by law or is not distinguishable upon the records
in the office of the secretary of state from the name of any
other corporation, whether nonprofit or for profit and whether
that of a domestic corporation or of a foreign corporation
authorized to transact business in this state, THE NAME OF A LIMITED
LIABILITY COMPANY REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT
TO CHAPTER 1705. of the Revised Code, WHETHER DOMESTIC OR FOREIGN, or a
trade name,
the exclusive right to which is at the time in question
registered in the manner provided in Chapter 1329. of the Revised
Code unless there also is filed with the secretary of state, on a
form prescribed by the secretary of state, the
consent of the other corporation, LIMITED LIABILITY
COMPANY, or person to the use of the
name, evidenced in a writing signed by any authorized officer of
the other corporation or authorized party MEMBER, MANAGER, OR OTHER
REPRESENTATIVE OF THE LIMITED LIABILITY COMPANY, OR ANY AUTHORIZED
REPRESENTATIVE of the other person
owning the exclusive right to the registered trade name.
Notwithstanding the prior sentence, if an application for a
license is not acceptable for filing solely because the name of
the foreign corporation is not distinguishable from the name of
another corporation or registered trade name, the foreign
corporation may be authorized to transact business in this state
by filing with the secretary of state, in addition to those items
otherwise prescribed by this section, a statement signed by an
authorized officer directing the foreign corporation to make
application for a license to transact business in this state
under an assumed business name or names that comply with the
requirements of this division and stating that the foreign
corporation will transact business in this state only under the
assumed name or names. The application for a license shall be on a form
prescribed by the secretary of state.
Sec. 1703.15. No foreign corporation shall transact in
this state any business that could not be lawfully transacted by
a domestic corporation. Whenever the secretary of state finds
that a foreign corporation licensed to transact business in this
state is transacting in this state a business that a domestic
corporation could not lawfully transact, is transacting business
in this state in a corporate name that is not readily
distinguishable from the name of every other corporation OR EVERY LIMITED
LIABILITY COMPANY,
domestic or foreign, OR EVERY TRADE NAME, REGISTERED IN THE OFFICE OF THE
SECRETARY OF STATE, theretofore authorized to transact business
in this state, without the consent of the other corporation, LIMITED
LIABILITY COMPANY, OR TRADE NAME REGISTRANT,
evidenced by a resolution of its board of directors certified by
its secretary or assistant secretary and IN WRITING filed with the
secretary
of state PURSUANT TO SECTION 1703.04 of the Revised Code, or has failed, after the
death or resignation of its
designated agent or his THE DESIGNATED AGENT'S removal from this
state, to designate
another agent as required by section 1703.041 of the Revised
Code, the secretary of state shall give notice thereof by
certified mail to the corporation, and unless such failure is
cured within thirty days after the mailing by the secretary of
state of the notice or within such further period as the
secretary of state grants, the secretary of state shall, upon the
expiration of such period, cancel the license of the foreign
corporation to transact business in this state, give notice of
the cancellation to the corporation by mail, and make a notation
of the cancellation on his THE SECRETARY OF STATE'S records.
A FOREIGN CORPORATION WHOSE LICENSE HAS BEEN CANCELED
MAY BE REINSTATED UPON ITS FILING WITH THE SECRETARY OF STATE,
ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, AN APPLICATION
FOR REINSTATEMENT ACCOMPANIED BY A FEE OF TEN DOLLARS. IF THE
APPLICATION FOR REINSTATEMENT IS SUBMITTED IN A TAX YEAR OR
CALENDAR YEAR OTHER THAN THAT IN WHICH THE CANCELLATION
OCCURRED, THE APPLICATION SHALL ALSO BE ACCOMPANIED BY A
CERTIFICATE OF REINSTATEMENT ISSUED BY THE
DEPARTMENT OF TAXATION. THE NAME OF A CORPORATION WHOSE LICENSE HAS
BEEN CANCELED PURSUANT TO THIS SECTION SHALL BE RESERVED FOR A
PERIOD OF ONE YEAR AFTER THE DATE OF
CANCELLATION. IF THE REINSTATEMENT IS NOT MADE
WITHIN ONE YEAR AFTER THE DATE OF CANCELLATION OF THE
FOREIGN LICENSE AND IT APPEARS THAT A CORPORATE NAME, LIMITED
LIABILITY COMPANY NAME, OR TRADE NAME HAS BEEN FILED, THE NAME
OF WHICH IS NOT DISTINGUISHABLE UPON THE RECORD AS
PROVIDED IN DIVISION (D) OF SECTION 1703.04
OF THE REVISED
CODE, THE SECRETARY OF STATE
SHALL REQUIRE THE APPLICANT FOR THE REINSTATEMENT, AS A
CONDITION PREREQUISITE TO SUCH REINSTATEMENT, TO APPLY FOR
AUTHORIZATION TO TRANSACT BUSINESS IN THIS STATE UNDER AN
ASSUMED NAME.
Sec. 1703.19. The secretary of state shall be the agent of
any foreign corporation licensed to do business in this state,
upon whom process against it from any court in this state or from
any public authorities may be served within this state if the
designated agent cannot be found, if the corporation has failed
to designate another agent when required to do so under sections
1703.01 to 1703.31 of the Revised Code, or if the license of a
corporation to do business in this state has expired or has been
canceled. Pursuant to such service, suit may be brought in the
county where the principal office of the corporation in this
state is or was located, or in any county in which the cause of
action arose. Such service shall be made upon the secretary of
state by leaving with him THE SECRETARY OF STATE, or with an
assistant secretary of
state, triplicate QUADRUPLICATE copies of such process and a fee
of five
dollars which shall be included as taxable costs in case of
judicial proceedings. Upon receipt of such process and fee the
secretary of state shall forthwith give notice to the
corporation, both at its principal office and, at its
principal office in this state, AND AT ANY DIFFERENT ADDRESS SHOWN ON ITS
LAST FRANCHISE TAX REPORT FILED IN THIS STATE, of the service of
such process, shall forward BY FORWARDING to each of such
offices by certified mail, with request
for return receipt, a copy of such process, and shall retain a
copy of such process in his THE SECRETARY OF STATE'S files.
The secretary of state shall keep a record of any such
process served upon him THE SECRETARY OF STATE and shall record
therein the time of such
service and his THE SECRETARY OF STATE'S action thereafter with
respect to it.
This section does not affect any right to serve process
upon a foreign corporation in any other manner permitted by law.
Sec. 1705.05. (A) The name of a limited liability company
shall include the words, "limited liability company," without
abbreviation or shall include one of the following abbreviations:
"LLC," "L.L.C.," "limited," "ltd.," or "ltd".
(B)(1) Except as provided in this section and in sections
1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised
Code, the secretary of state shall not accept for filing in
the secretary of state's office the articles of organization of a
limited liability
company if the company name set forth in the articles is not
distinguishable on the records of the secretary of state from
the name of either ANY of the following:
(a) Any other limited liability company, whether the name
is of a domestic limited liability company or of a foreign
limited liability company registered as a foreign limited
liability company under this chapter;
(b) Any corporation, whether the name is of a domestic
corporation or of a foreign corporation holding a license as a
foreign corporation under the laws of this state;
(c) ANY TRADE NAME FOR WHICH THE EXCLUSIVE RIGHT, AT THE TIME IN
QUESTION, IS
REGISTERED IN THE OFFICE OF THE SECRETARY OF STATE PURSUANT TO
CHAPTER 1329. of the Revised Code.
(2) The secretary of state may accept for filing in the
secretary of state's
office the articles of organization of a limited liability
company whose name set forth in the articles is not
distinguishable on the records of the secretary of state from ANY TRADE
NAME OR the name of another limited liability company, OR
corporation, or limited partnership if there also is filed in the
secretary of
state's office the consent of the other limited liability company,
OR corporation, or
limited partnership, IN THE CASE OF A REGISTERED TRADE NAME,
THE PERSON TO WHOM IS REGISTERED THE EXCLUSIVE RIGHT to the use of the
particular name.
(C) A consent given by a limited liability company, CORPORATION, OR
PERSON TO WHOM IS REGISTERED THE EXCLUSIVE RIGHT TO USE A TRADE NAME to
the
use of a name by another A limited liability company shall be in
the form of an instrument, prescribed by the secretary of state, that is
signed by an authorized member, manager, or other representative of the
consenting limited liability company, BY ANY AUTHORIZED OFFICER OF A
CORPORATION, OR BY THE PERSON OR ANY AUTHORIZED REPRESENTATIVE OF THE PERSON
TO WHOM THE TRADE NAME IS REGISTERED.
(D) If a judicial sale or a judicial transfer by sale,
transfer of good will, or otherwise involves the right to use the
name of a domestic limited liability company or of a foreign
limited liability company registered as a foreign limited
liability company under this chapter, then, at the request of the
purchaser or transferee of that right, the secretary of state
shall accept for filing articles of organization of a limited
liability company with a name that is the same as or similar to
the name of the other limited liability company if there also is
filed in the secretary of state's office a certified copy of
the court order or decree
that confirms or otherwise evidences the purchase or transfer.
(E) Any person that wishes to reserve a name for a
proposed new limited liability company or any limited liability
company that intends to change its name may submit to the
secretary of state, on a form prescribed by the secretary of
state, a written application for the exclusive right
to use a specified name as the name of the company. If the
secretary of state finds, consistent with this section, that the
specified name is available for use, the secretary of state
shall endorse the secretary of state's
approval upon and file the application. From the date of the
endorsement FILING, the applicant has the exclusive right for
sixty days
to use the specified name as the name of the limited liability
company, counting the date of the endorsement FILING as the
first of the
sixty days. The right so obtained may be transferred by the
applicant or other holder of the right by filing in the office of
the secretary of state a written transfer, ON A FORM PRESCRIBED BY
THE SECRETARY OF STATE, that states the name
and address of the transferee.
(F) The secretary of state shall charge and collect a fee
of five dollars for filing under this section any application or
document other than articles of organization or a consent to the
use of a name.
Sec. 1705.07. (A) If articles of organization or another
certificate OTHER CERTIFICATES relating to a limited liability
company is filed with ARE SUBMITTED TO the secretary of state
and he THE SECRETARY OF STATE finds that it complies
THEY COMPLY with this
chapter, he THE SECRETARY OF STATE shall endorse on
ACCEPT the document the date of its ARTICLES OR OTHER
CERTIFICATES FOR filing and a file number and shall make a copy of
the endorsed document ARTICLES OR OTHER CERTIFICATES for
his THE SECRETARY OF STATE'S records BY MICROFILM OR BY ANY
AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. The document endorsed
by EVIDENCE OF the secretary of state FILING shall be
returned to the person who filed it.
(B) The secretary of state is not required to file any
document that relates to a limited liability company except
documents required to be filed under this chapter. The duties
imposed upon the secretary of state by this chapter are
ministerial. The secretary of state shall not make any
determination regarding the legal sufficiency of any document
that is presented for filing under this chapter, and that appears
on its face to be legally sufficient.
(C) No person dealing with a limited liability company is
charged with constructive notice of the contents of any document
by reason of its filing with the secretary of state.
Sec. 1705.54. (A) Before transacting business in this
state, a foreign limited liability company shall register with
the secretary of state. The company shall register by submitting
to the secretary of state an application for registration as a
foreign limited liability company. The application shall be on a
form that is prescribed by the secretary of state, be signed by
an authorized representative of the company, and set forth all of
the following:
(1) The name of the company and, if different, the name
under which it is registered or organized in the state of its
organization;
(2) The state in which it was organized and the date of
its formation;
(3) The name and address of an agent for service of any
process, notice, or demand on the company. The appointed agent
shall be an individual who is a resident of this state, a
domestic corporation, or a foreign corporation that has a place
of business and is authorized to do business in this state.
(4) A statement that the secretary of state is appointed
the agent of the company for service of any process, notice, or
demand on the company if an agent is not appointed as described
in division (A)(3) of this section or if an agent is appointed
pursuant to that division but the authority of that agent has
been revoked or the agent cannot be found or served after the
exercise of reasonable diligence;
(5) An address to which interested persons may direct
requests for copies of the articles of organization, operating
agreement, bylaws, or other charter documents of the company.
(B) Upon receipt of an application for registration as a
foreign limited liability company and the filing fee required by
law, the secretary of state shall endorse on ACCEPT the
application the date of its FOR filing and a file number
and shall make a copy of the endorsed application for his
THE SECRETARY OF STATE'S records BY MICROFILM OR BY ANY AUTHORIZED
PHOTOSTATIC OR DIGITIZED PROCESS. The application as endorsed by
EVIDENCE OF the secretary of state FILING shall be
returned to the company or its representative.
(C) Upon being filed in accordance with division (B) of
this section, an application for registration as a foreign
limited liability company shall be deemed to be the certificate
of registration of the applicant as a foreign limited liability
company authorized to transact business in this state.
Sec. 1733.08. (A) When the articles and other documents relating to the
credit union have been filed with SUBMITTED TO the secretary of
state, he THE
SECRETARY OF STATE shall note ACCEPT the date of his
approval ARTICLES AND OTHER DOCUMENTS for filing, a file
number, properly record the same, and
properly certify and return said articles BY MICROFILM OR BY ANY
AUTHORIZED PHOTOSTATIC OR DIGITIZED PROCESS. EVIDENCE OF THE
FILING SHALL BE RETURNED to the credit union.
(B) The legal existence of the credit union shall begin upon the filing of
the articles with the secretary of state.
Sec. 1733.37. (A) If it appears that any credit union is
bankrupt or insolvent, that its shares are impaired, that it has
violated this chapter, or rules adopted by the superintendent of
credit unions, or that it is operating in an unsafe or unsound
manner, or if the credit union is experiencing a declining trend
in its financial condition and a majority of its board of
directors, by resolution, requests the issuance of an order under
this division, the superintendent may issue an order revoking the
credit union's articles of incorporation and appointing a
liquidating agent to liquidate the credit union in accordance
with this section.
(B) A credit union under order to liquidate or in the
course of liquidation, shall continue in existence for the
purpose of discharging its debts, collecting and distributing its
assets, and doing all acts required in order to wind up its
business, and may sue and be sued for the purpose of enforcing
such debts and obligations until its affairs are fully adjusted.
The board of directors, or in the case of involuntary
dissolution, the liquidating agent, shall use the assets of the
credit union to pay: first, expenses incidental to liquidation,
including any surety bond that may be required; second, any
liability due nonmembers; third, redemption of shares and share
accounts. Assets then remaining shall be distributed to the
members proportionately to the purchase price of shares held by
each member as of the date dissolving was voted, or the date of
suspension, as the case may be.
(C) As soon as the board or the liquidating agent
determines that all assets from which there is a reasonable
expectancy of realization have been liquidated and distributed as
set forth in this section, it shall execute a certificate of
dissolution on a form prescribed by the superintendent of credit
unions and file SUBMIT the certificate with TO the
secretary of state who
shall, after filing or recording and indexing, forward EVIDENCE OF the
certificate FILING to the superintendent, whereupon the credit
union
shall be dissolved.
(D) If the articles of a credit union have been canceled
for cause, or if a credit union has filed a certificate of
dissolution or has indicated an intention to file such
certificate, and the directors and officers of the credit union,
in the opinion of the superintendent, are not conducting the
liquidation proceedings in an expeditious, orderly, and efficient
manner or in the best interest of its members, the superintendent
may terminate the liquidation proceedings and issue an order
appointing a liquidating agent to liquidate the credit union in
accordance with this section. Such liquidating agent shall
furnish bond for the faithful discharge of his THE LIQUIDATING
AGENT'S duties in an
amount to be approved by the superintendent.
(E) The liquidating agent may, under such rules as the
superintendent prescribes:
(1) Receive and take possession of the books, records,
assets, and property of every description of the credit union in
liquidation; sell, enforce collection of, and liquidate all such
assets and property; compound all bad or doubtful debts, sue in
the name of the credit union in liquidation, and defend such
actions as are brought against him as THE liquidating agent
IN THE CAPACITY AS SUCH or
against the credit union;
(2) Receive, examine, and pass upon all claims against the
credit union in liquidation, including claims of members;
(3) Make distribution and payment to creditors and members
as their interests appear;
(4) Execute such documents and papers and do such other
acts as he THE LIQUIDATING AGENT deems necessary or desirable to
discharge his OFFICIAL duties.
(F) The expenses incurred by the liquidating agent in the
liquidation of the credit union include the compensation of the
liquidating agent and any other necessary or proper expenses
connected therewith, all of which shall be paid in order of
priority out of the property of such credit union in the hands of
the liquidating agent. Such expenses of liquidation, including
the compensation of the liquidating agent, are subject to
approval by the superintendent unless such agent is appointed by
the court. In no event shall the total of such expenses exceed
ten per cent of the assets of the credit union existing at the
date of the appointment of the liquidating agent, nor shall the
compensation of such agent exceed five per cent of such assets
upon such date or five thousand dollars, whichever is the lesser
amount.
(G) Subject to the prior approval of the superintendent, a
credit union may enter into a purchase and assumption agreement
to purchase any of the assets or assume any of the liabilities of
a credit union for which a liquidating agent has been appointed
by order of the superintendent in accordance with this section.
All persons, associations, and select groups eligible for
membership in the credit unions that are parties to the purchase
and assumption agreement shall be deemed to have a common bond of
association. The assumption of the field of membership may be
restricted, as specified in the purchase and assumption
agreement.
Sec. 1775.61. (A) To become a domestic limited liability partnership, a
partnership shall file with the
secretary of state a registration application on a form prescribed by the
secretary of state that contains only the following information:
(1) The name of the partnership;
(2) The address of the partnership's principal office, or,
if the partnership's principal office is not located in this
state, the address of the partnership office filing for
registration and the name and address of a statutory agent for
service of process within this state;
(3) A brief statement of the business in which the
partnership engages;
(4) A statement indicating that the partnership is
applying for status as a limited
liability partnership;
(5) The effective date of the registration, which date may be on or after
the date of the filing of the registration application.
(B) Every partnership filing a registration
application whose
principal place of business is not in this state shall have and
maintain a statutory agent upon whom any process, notice, or
demand may be served.
(C) The registration application shall be executed by a
majority in interest of the partners or by one or more partners
authorized by the partnership to execute a registration
application.
(D) The registration application shall
be accompanied by the application fee specified in
division (F) of section 111.16 of the Revised Code.
(E) The secretary of state shall register as a registered
limited liability partnership, any partnership that
submits a completed registration application with the required
fee.
(F) If there has been substantial compliance by a partnership with
this chapter, the THE partnership becomes a registered limited
liability partnership upon filing its completed registration
application and the required fee with the secretary of state or at any
later date or time specified in the registration application. A
partnership
continues to be a limited liability partnership if the partnership
has substantially complied
with the requirements of this chapter. The status of a
partnership as a limited liability partnership shall not be adversely affected
by minor errors or subsequent changes in the information provided in a
registration application filed pursuant to division
(A) of this section.
(G) IF ANY STATEMENT IN THE APPLICATION FOR REGISTRATION OF A DOMESTIC
LIMITED LIABILITY PARTNERSHIP WAS MATERIALLY FALSE WHEN MADE OR IF ANY FACTS
DESCRIBED HAVE CHANGED, THEREBY MAKING THE APPLICATION INACCURATE IN ANY
MATERIAL RESPECT, THE DOMESTIC LIMITED LIABILITY PARTNERSHIP SHALL PROMPTLY
FILE WITH THE SECRETARY OF STATE A CERTIFICATE CORRECTING THE APPLICATION ON A
FORM PRESCRIBED BY THE SECRETARY OF STATE AND THE CERTIFICATE SHALL BE SIGNED
BY ONE OR MORE PARTNERS AUTHORIZED BY THE PARTNERSHIP TO EXECUTE SUCH A
STATEMENT OF CORRECTION.
(H) Registration as a
domestic limited liability partnership
ceases if either
of the following occurs:
(1) The registration is voluntarily withdrawn by
filing with the secretary of state, on a form prescribed by the
secretary of state, a written withdrawal notice
executed by a majority in interest of the partners or by one or
more partners authorized by the partnership to execute a
withdrawal notice;
(2) The registration is canceled by the secretary of state pursuant to
section 1775.63 of the Revised Code.
(H) The secretary of state may provide forms for
registration applications.
Sec. 1775.64. (A) Before
transacting business in this state, a foreign limited liability partnership
shall file a registration application with the secretary of state. The
application shall be on a form prescribed by the secretary of state and shall
set forth only the following information:
(1) The name of the partnership;
(2) The jurisdiction pursuant to the laws of which it was organized as a
limited
liability partnership;
(3) The address of its principal office or, if the partnership's
principal office is not located in this state, the address of a registered
office;
(4) The name and address of its agent for service of process in this
state;
(5) A brief statement of the business in which the partnership
engages.
(B) A registration application shall be accompanied by the
application fee specified in division (F) of section 111.16 of the
Revised Code.
(C) A foreign limited liability
partnership transacting business in this state shall comply with the
name, CORRECTION, and annual reporting requirements set
forth in DIVISION (G) OF SECTION 1775.61, division
(B) of section 1775.62, and section 1775.63 of
the Revised
Code and shall comply with any statutory or
administrative registration or filing requirements governing the specific type
of business in which the partnership engages.
(D) The secretary of state shall
register as a foreign limited liability partnership, any foreign limited
liability partnership that submits a completed registration application with
the required fee.
(E) REGISTRATION AS A FOREIGN LIMITED LIABILITY PARTNERSHIP
CEASES IF EITHER OF THE FOLLOWING OCCURS:
(1) THE REGISTRATION IS VOLUNTARILY WITHDRAWN BY FILING WITH THE SECRETARY
OF STATE, ON A FORM PRESCRIBED BY THE SECRETARY OF STATE, A WRITTEN WITHDRAWAL
NOTICE SIGNED BY ONE OR MORE PARTNERS AUTHORIZED BY THE PARTNERSHIP TO EXECUTE
A WITHDRAWAL NOTICE.
(2) THE REGISTRATION IS CANCELED BY THE SECRETARY OF STATE PURSUANT TO
SECTION 1775.63 of the Revised Code.
Sec. 1782.13. (A)(1) Subject to section 1782.63 of the Revised Code, one
signed copy of the certificate of limited
partnership, any certificate of amendment, cancellation, amendment of
certificate of cancellation, disclaimer of general partner status, or
cancellation of disclaimer of general partner status, or any
judicial decree of amendment or cancellation shall be filed with the secretary
of state.
(2) A person who executes a certificate as described in
division (A)(1) of this section as an agent or fiduciary is not
required to exhibit evidence of his THE PERSON'S authority as a
prerequisite
to filing that certificate.
(3) Upon receipt of all filing fees required by law, the
secretary of state shall endorse upon ACCEPT a certificate or
other document executed
as described in division (A)(1) of this section the fact of FOR
filing and a file
number and shall make a copy of the certificate or other document in
legible
handwriting, typewriting, printing, BY microfilm, or by any
other authorized photostatic OR DIGITIZED process. The
certificate EVIDENCE of other document certified by the
secretary of state FILING shall be returned to the person filing
the certificate or
document.
(B) Upon the filing of a certificate of amendment or
judicial decree of amendment with the secretary of state, the certificate of
limited partnership shall be amended
as set forth in the certificate or decree of amendment. Upon the
effective date of a certificate of cancellation or a judicial
decree of cancellation, the certificate of limited partnership
shall be canceled.
(C) The duties imposed upon the secretary of state by this chapter are
ministerial. The secretary of state shall not make any determination
regarding the legal sufficiency of any certificate or other document presented
for filing that appears on its face to be legally sufficient.
Sec. 1782.50. (A) Upon receipt of an application for
registration of a foreign limited partnership as described in
section 1782.49 of the Revised Code and all filing fees required
by law, the secretary of state shall endorse on ACCEPT the
application his FOR filing,
the date of filing, and a file number, and shall make a copy thereof in
legible handwriting, typewriting, printing, OF THE APPLICATION BY
microfilm, or by any authorized
photostatic OR DIGITIZED process. The application certified by
EVIDENCE OF the secretary of state FILING shall be
returned to the person who filed it.
(B) Upon having been filed as provided in division (A)
of this section, an application for registration as a foreign
limited partnership shall be deemed to be the applicant's
certificate of registration as a foreign limited partnership in
this state.
Sec. 5733.22. (A) Any corporation whose articles of
incorporation or license certificate to do or transact business
in this state has expired or has been canceled or revoked by the
secretary of state as provided by law PURSUANT TO SECTION 5733.20
of the Revised Code for failure to make any
report or return or to pay any tax or fee, upon payment to the
secretary of state of any additional fees and penalties required
to be paid to him THE SECRETARY OF STATE, and upon the filing
with the secretary of state of a certificate from the tax commissioner that it
has complied with all the requirements of law as to franchise or
excise tax reports and paid all franchise or excise taxes, fees,
or penalties due thereon for every year of its delinquency, and
upon the payment to the secretary of state of an additional fee
of ten dollars, shall be reinstated and again entitled to
exercise its rights, privileges, and franchises in this state,
and the secretary of state shall cancel the entry of cancellation
or expiration to exercise its rights, privileges, and franchises.
(1) If the reinstatement is not made within one year from the date of
the cancellation of its articles of incorporation or date of the
cancellation or expiration of its license to do business, and it
appears that the articles of incorporation or a license
certificate has been issued to a corporation of the same or
similar name, the applicant for reinstatement shall be required
by the secretary of state, as a condition prerequisite to such
reinstatement, to amend its articles by changing its name. A
certificate of reinstatement may be filed in the recorder's
office of any county in the state, for which the recorder shall
charge and collect three dollars.
(2) If a domestic corporation applying for reinstatement has
not previously designated an agent upon whom process may be
served as required by section 1701.07 of the Revised Code, the
corporation shall at the time of reinstatement and as a
prerequisite thereto designate an agent in accordance with
section 1701.07 of the Revised Code.
Any officer, shareholder, creditor, or receiver of any such
corporation may at any time take all steps required by this
section to effect such reinstatement, and in such case the
designation of an agent upon whom process may be served shall not
be a prerequisite to the reinstatement of the corporation.
(B) The rights, privileges, and franchises of a corporation whose articles of
incorporation have been reinstated in accordance with this section, are
subject to section 1701.922 of the Revised Code.
(C) Notwithstanding a violation of section 5733.21 of the Revised Code, upon
reinstatement of a corporation's articles of incorporation in accordance with
this section, neither section 5733.20 nor section 5733.21 of the Revised Code
shall be applied to invalidate the exercise or attempt to exercise any right,
privilege, or franchise on behalf of the corporation by an officer, agent, or
employee of the corporation after cancellation and prior to the reinstatement
of the articles, if the conditions set forth in divisions (B)(1)(a) and (b) of
section 1701.922 of the Revised Code are met.
Section 2. That existing sections 111.201, 1329.01,
1329.02, 1329.03, 1329.42, 1329.43, 1329.55, 1329.56, 1701.05,
1701.08, 1701.70, 1701.81, 1701.922, 1702.05, 1702.07, 1702.43,
1702.46, 1702.59, 1702.60, 1703.04, 1703.15, 1703.19,
1705.05, 1705.07, 1705.54, 1733.08, 1733.37, 1775.61, 1775.64,
1782.13, 1782.50, and 5733.22 of the Revised Code are hereby repealed.
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