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(124th General Assembly)
(Substitute House Bill Number 278)
AN ACT
To amend sections 111.16, 1329.58, 1701.04,
1701.07,
1701.11, 1701.25, 1701.37, 1701.38, 1701.40,
1701.41, 1701.42,
1701.51, 1701.54, 1701,61,
1701.69, 1701.70, 1701.71, 1701.73, 1701.80,
1701.801, 1701.86, 1701.93, 1701.94,
1702.04,
1702.47, 1703.06, 1705.04, 1775.64, 1785.06, and
5733.03
and to enact section 111.25 of
the Revised
Code to
permit the directors of Ohio
corporations
to make
specific, limited changes to
the articles
of
incorporation, to require a
corporation to send
notice to its
shareholders following any amendment
of the
articles of incorporation by the directors,
to make
changes in the General Corporation Law
relative to notices sent by
any means of
communication and meetings held by means of
communications equipment, to make other changes
relative to the
date of dissolution of a
corporation and the beginning of the
legal
existence of a corporation or a limited liability
company, and
relative to biennial reports to and
filings with the Secretary of
State.
Be it enacted by the General Assembly of the State of Ohio:
SECTION 1. That sections 111.16, 1329.58, 1701.04, 1701.07,
1701.11,
1701.25, 1701.37, 1701.38, 1701.40, 1701.41, 1701.42,
1701.51,
1701.54, 1701,61, 1701.69, 1701.70, 1701.71, 1701.73,
1701.80, 1701.801, 1701.86, 1701.93, 1701.94, 1702.04, 1702.47,
1703.06, 1705.04, 1775.64, 1785.06, and 5733.03 be amended and
section 111.25 of the
Revised Code be
enacted to read as follows:
Sec. 111.16. The secretary of state shall charge and
collect, for the benefit of the state, the following fees: (A) For filing and recording articles of incorporation of a
domestic
corporation, including designation of agent: (1) Wherein the corporation shall not be authorized to
issue
any shares of capital stock,
one hundred twenty-five dollars; (2) Wherein the corporation shall be authorized to issue
shares of capital stock, with or without par value: (a) Ten cents for each share authorized up to and
including
one thousand shares; (b) Five cents for each share authorized in excess of one
thousand shares up to and including ten thousand shares; (c) Two cents for each share authorized in excess of ten
thousand shares up to and including fifty thousand shares; (d) One cent for each share authorized in excess of fifty
thousand shares up to and including one hundred thousand shares; (e) One-half cent for each share authorized in excess of
one
hundred thousand shares up to and including five hundred
thousand
shares; (f) One-quarter cent for each share authorized in excess
of
five hundred thousand shares; provided no fee shall be less
than
one hundred twenty-five dollars or greater than one
hundred
thousand dollars. (B) For filing and recording a certificate of amendment to
or amended articles of incorporation of a domestic corporation, or
for filing and recording a certificate of reorganization, a
certificate of dissolution, or an amendment to a foreign license
application: (1) If the domestic corporation is not authorized to issue
any
shares of capital stock,
fifty dollars; (2) If the domestic corporation is authorized to issue
shares of
capital stock,
fifty dollars, and in case of
any
increase
in the number of shares authorized to be issued, a
further sum
computed in accordance with the schedule set forth in
division
(A)(2) of this section less a credit computed in the same
manner
for the number of shares previously authorized to be issued
by
the corporation; provided no fee under division (B)(2) of
this
section shall be greater than one hundred thousand dollars; (3) If the foreign corporation is not authorized to issue
any
shares of capital stock, fifty dollars; (4) If the foreign corporation is authorized to issue shares
of capital
stock, fifty dollars. (C) For filing and recording articles of incorporation of
a
savings and loan association, one hundred
twenty-five dollars;
and
for filing
and recording a certificate of amendment to or amended
articles
of incorporation
of a savings and loan
association,
fifty
dollars;
(D) For filing and recording a certificate of merger or
consolidation,
one hundred twenty-five dollars and, in the
case
of any new
corporation resulting from a consolidation or any
surviving
corporation that has an increased number of shares
authorized to
be issued resulting from a merger, an additional sum
computed in
accordance with the schedule set forth in division
(A)(2) of this
section less a credit computed in the same manner
for the number
of shares previously authorized to be issued or
represented in
this state by each of the corporations for which a
consolidation
or merger is effected by the certificate; (E) For filing and recording articles of incorporation of
a
credit union or the American credit union guaranty association,
one hundred twenty-five dollars, and for filing and
recording a
certificate
of increase in capital stock or any other
amendment of
the
articles of incorporation of a credit union or
the
association,
fifty dollars; (F) For filing and recording articles of organization of a
limited liability company, for filing and recording an
application
to become a registered foreign limited liability
company, for
filing and recording a
registration application to
become a
domestic limited
liability partnership,
or
for filing and
recording an application to become a registered foreign limited
liability
partnership,
one hundred twenty-five
dollars; (G) For filing and recording a certificate of limited
partnership or an application for registration as a foreign
limited partnership, one hundred twenty-five dollars. (H) For filing a copy of papers evidencing the
incorporation
of a municipal corporation or of annexation of
territory by a
municipal corporation, five dollars, to be paid by
the
municipal
corporation, the petitioners therefor, or their agent; (I) For filing and recording any of the following: (1) A license to transact business in this state by a
foreign corporation for profit pursuant to section 1703.04 of the
Revised Code
or a foreign nonprofit corporation pursuant to
section 1703.27 of the Revised Code, one hundred
twenty-five
dollars; (2)
An annual
A biennial report
or
annual
biennial statement
pursuant to section
1775.63
or 1785.06 of the Revised Code,
twenty-five dollars; (3)
Except as otherwise provided in this section or any
other section of the Revised Code, any other certificate or paper
that is required to be
filed and recorded or is permitted
to be
filed
and recorded
by any
provision of the Revised Code with the
secretary of state,
twenty-five dollars. (J) For filing any certificate or paper not required to be
recorded, five dollars; (K)(1) For making copies of any certificate or other paper
filed in the office of the secretary of state,
a
fee not
to
exceed one dollar per page,
except as otherwise
provided in the
Revised Code,
and for creating and affixing the
seal of the
office
of the secretary of state to any good standing
or other
certificate,
five dollars. For copies
of certificates or papers
required by state officers for official
purpose, no charge shall
be made.
(2) For creating and affixing the seal of the office of the
secretary of state to the certificates described in division (E)
of section 1701.81, division (E) of section 1705.38, or division
(D) of section 1702.43 of the Revised Code, twenty-five dollars. (L) For a minister's license to solemnize marriages, ten
dollars; (M) For examining documents to be filed at a later date
for
the purpose of advising as to the acceptability of the
proposed
filing,
fifty dollars; (N)
Fifty dollars for filing and recording
any of the
following: (1) A certificate of dissolution and accompanying documents,
or a certificate of cancellation, under section 1701.86, 1702.47,
1705.43, or 1782.10 of the Revised Code; (2) A notice of dissolution of a foreign licensed
corporation or a certificate of surrender of license by a foreign
licensed corporation under section 1703.17 of the Revised Code; (3) The withdrawal of registration of a foreign or domestic
limited liability partnership under section 1775.61 or 1775.64 of
the Revised Code, or the certificate of cancellation of
registration of a foreign limited liability company under section
1705.57 of the Revised Code; (4) The filing of a cancellation of disclaimer of general
partner status under Chapter 1782. of the Revised Code. (O)
For filing a statement of continued existence by a
nonprofit corporation, twenty-five dollars; (P) For filing a restatement under section 1705.08 or
1782.09 of the Revised Code, an amendment to a certificate of
cancellation under section 1782.10 of the Revised Code, an
amendment under section 1705.08 or 1782.09 of the Revised Code, or
a correction under section 1705.55, 1775.61, 1775.64, or 1782.52
of the Revised Code, fifty dollars; (Q) For filing for reinstatement of an entity cancelled by
operation of law, by the secretary of state, by order of the
department of taxation, or by order of a court, twenty-five
dollars; (R) For filing a change of agent, resignation of agent, or
change of agent's address under section 1701.07, 1702.06,
1703.041, 1703.27, 1705.06, 1705.55, 1746.04, 1747.03, or 1782.04
of the Revised Code, twenty-five dollars; (S) For filing and recording any of the following: (1) An application for the exclusive right to use a name or
an application to reserve a name for future use under section
1701.05, 1702.05, 1703.31, 1705.05, or 1746.06 of the Revised
Code, fifty dollars; (2) A trade name or fictitious name registration or report,
fifty dollars; (3) An application to renew any item covered by division
(S)(1) or (2) of this section that is permitted to be renewed,
twenty-five dollars; (4) An assignment of rights for use of a name covered by
division (S)(1), (2), or (3) of this section, the cancellation of
a name registration or name reservation that is so covered, or
notice of a change of address of the registrant of a name that is
so covered, twenty-five dollars. (T) For filing and recording a report to operate a business
trust or a real estate investment trust, either foreign or
domestic,
one hundred twenty-five dollars; and for filing and
recording an
amendment to a report or associated trust instrument,
or a
surrender
of authority, to operate a business trust or real
estate
investment
trust, fifty dollars; (U)(1) For filing and recording the registration of a
trademark, service mark, or mark of ownership, one hundred
twenty-five dollars; (2) For filing and recording the change of address of a
registrant, the assignment of rights to a registration, a renewal
of a registration, or the cancellation of a registration
associated with a trademark, service mark, or mark of ownership,
twenty-five dollars. Fees specified in this section may be paid by
cash, check, or
money order, by credit
cardin
card in accordance with section
113.40 of
the Revised Code, or by an alternative payment program
in
accordance with division (B) of section 111.18 of the
Revised
Code. Any credit card number or
the expiration date of
any credit
card is not subject to
disclosure under
Chapter 149. of
the
Revised Code.
Sec. 111.25. The secretary of state shall prescribe the forms
for persons to use in complying with the requirements of Title
XVII of the Revised Code to the extent that those requirements
relate to filings with the office of the secretary of state.
Sec. 1329.58. Registration of a trademark or service mark
under sections
1329.54 to 1329.67 of the Revised Code shall be
effective for a term of ten
years from the date of registration.
Upon the
filing of an application within six
months prior to the
expiration of that term on a
form furnished by the
secretary of
state, the registrant may renew the registration at the end
of
each
ten-year period for a similar term.
The renewal fee
specified in division (U)(2) of
section 111.16
of the Revised
Code, payable to the
secretary of state, shall
accompany the
renewal
application. The renewal application shall
require the
applicant to
state
that the mark still is in use in
this state.
The renewal application shall be accompanied by a specimen of the
mark as actually used and shall contain a brief description of the
mark as it appears on the specimen.
Sec. 1701.04. (A) Any person, singly or jointly with
others, and without regard to residence, domicile, or state of
incorporation, may form a corporation by signing and filing with
the secretary of state articles of incorporation
which
that shall
set
forth all of the following: (1) The name of the corporation, which shall be in
compliance with division (A) of section 1701.05
of the Revised
Code; (2) The place in this state where the principal office of
the corporation is to be located; (3) The authorized number and the par value per share of
shares with par value, and the authorized number of shares
without
par value, except that the articles of a banking, safe
deposit,
trust, or insurance corporation shall not authorize
shares without
par value; the express terms, if any, of the
shares; and, if the
shares are classified, the designation of
each class, the
authorized number and par value per share, if
any, of the shares
of each class, and the express terms of the
shares of each class; (4) If the corporation is to have an initial stated
capital,
the amount of that stated capital. (B) The articles also may set forth any of the following: (1) The names of the individuals who are to serve as initial
directors; (2) The purpose or purposes for which the corporation
is
formed, but in the absence of a statement of the purpose or
purposes or
except as
expressly set forth in such statement, the
purpose for which any
corporation is formed is to engage in any
lawful act or activity
for which a corporation may be formed under
this chapter, and
all lawful acts and activities of the
corporation are within the
purposes of the corporation; (3) Any lawful provision for the purpose of defining,
limiting, or regulating the exercise of the authority of the
corporation, the incorporators, the directors, the officers, the
shareholders, or the holders of any class of shares; (4) Any provision that may be set forth in the
regulations; (5) A provision specifying the period of existence of the
corporation if it is to be otherwise than perpetual; (6) Subject to division (C) of this section, any
additional
provision permitted by this chapter. (C) Original articles of a corporation may not set forth
any
provision that eliminates the rights of shareholders under
this
chapter to cumulate the voting power that they possess in
the
election of directors. (D) A written appointment of a statutory agent for the
purposes set forth in section 1701.07 of the Revised Code shall
be
filed with the articles, unless the corporation belongs to one
of
the classes mentioned in division (O) of that section. (E) The legal existence of the corporation
shall begin
begins upon the filing of the articles
or on a later date
specified in
the articles that is not more than ninety days after
filing, and,
unless the articles
otherwise provide, its period of
existence
shall be perpetual.
Sec. 1701.07. (A) Every corporation shall have and
maintain
an agent, sometimes referred to as the
"statutory
agent," upon
whom any process, notice, or demand required or
permitted by
statute to be served upon a corporation may be
served. The agent
may be a natural person who is a resident of
this state or may be
a domestic corporation or a foreign
corporation holding a license
as such under the laws of this
state, that is authorized by its
articles of incorporation to act
as such agent and that has a
business address in this state. (B) The secretary of state shall not accept original
articles for filing unless there is filed with the articles a
written appointment of an agent that is signed by the
incorporators of the corporation or a majority of them and a
written acceptance of the appointment that is signed by the
agent.
In all other cases, the corporation shall appoint the
agent and
shall file in the office of the secretary of state a
written
appointment of the agent that is signed by any authorized
officer
of the corporation and a written acceptance of the
appointment
that is either the original acceptance signed by the
agent or a
photocopy, facsimile, or similar reproduction
of the original
acceptance signed by the agent. (C) The written appointment of an agent shall set forth
the
name and address in this state of the agent, including the
street
and number or other particular description, and shall
otherwise be
in such form as the secretary of state prescribes.
The secretary
of state shall keep a record of the names of
corporations, and the
names and addresses of their respective
agents. (D) If any agent dies, removes from the state, or resigns,
the corporation shall forthwith appoint another agent and file
with the secretary of state, on a form prescribed by the secretary
of state, a written appointment of the agent. (E)
Unless the change is reported on the annual report filed
with the department of taxation, if
If the agent changes
the
agent's
address from that
appearing upon the record in the office
of the
secretary of
state, the corporation or the agent shall
forthwith
file with the
secretary of
state, on a form prescribed
by the
secretary of state, a
written statement setting forth the
new
address. (F) An agent may resign by filing with the secretary of
state, on a form prescribed by the secretary of state, a
written
notice to that effect that is signed by the agent
and by sending a
copy of the notice to the corporation at the
current or last known
address of its principal office on or prior
to the date the notice
is filed with the secretary of state. The
notice shall set forth
the name of the corporation, the name and
current address of the
agent, the current or last known address,
including the street and
number or other particular description,
of the corporation's
principal office, the resignation of the
agent, and a statement
that a copy of the notice has been sent to
the corporation within
the time and in the manner prescribed by
this division. Upon the
expiration of thirty days after the
filing, the authority of the
agent shall terminate. (G) A corporation may revoke the appointment of an agent
by
filing with the secretary of state, on a form prescribed by the
secretary of state, a written appointment of
another agent and a
statement that the appointment of the former
agent is revoked. (H) Any process, notice, or demand required or permitted
by
statute to be served upon a corporation may be served upon the
corporation by delivering a copy of it to its agent, if a natural
person, or by delivering a copy of it at the address of its agent
in this state, as the address appears upon the record in the
office of the secretary of state. If (1) the agent cannot be
found, or (2) the agent no longer has that address, or (3) the
corporation has failed to maintain an agent as required by this
section, and if in any such case the party desiring that the
process, notice, or demand be served, or the agent or
representative of the party, shall have filed with the secretary
of state an affidavit stating that one of the foregoing
conditions
exists and stating the most recent address of the
corporation that
the party after diligent search has been
able
to ascertain, then
service of process, notice, or demand upon the
secretary of state,
as the agent of the corporation, may be
initiated by delivering to
the secretary of state or at
the secretary of state's office
quadruplicate
copies of such process, notice, or demand and by
paying to the
secretary of state a fee of five dollars. The
secretary of state shall
forthwith give
notice of the delivery to
the corporation at its principal office
as shown upon the record
in the secretary of state's office
and at any different
address
shown on its last franchise tax report filed in this
state, or to
the corporation at any different address set forth
in the above
mentioned affidavit, and shall forward to the
corporation at said
addresses, by certified mail, with request
for return receipt, a
copy of the process, notice, or demand; and
thereupon service upon
the corporation shall be deemed to have
been made. (I) The secretary of state shall keep a record of each
process, notice, and demand delivered to the secretary of
state or
at the secretary of state's office under this
section or any other
law of this state that authorizes
service upon the secretary of
state, and shall record the
time of the delivery and the action
thereafter with respect
thereto. (J) This section does not limit or affect the right to
serve
any process, notice, or demand upon a corporation in any
other
manner permitted by law. (K) Every corporation shall state in each annual report
filed by it with the department of taxation the name and address
of its statutory agent. (L) Except when an original appointment of an agent is
filed
with the original articles, a written appointment of an
agent or a
written statement filed by a corporation with the
secretary of
state shall be signed by any authorized officer of
the corporation
or by the incorporators of the corporation or a
majority of them
if no directors have been elected. (M) For filing a written appointment of an agent other
than
one filed with original articles, and for filing a statement
of
change of address of an agent, the secretary of state shall
charge
and collect
the fee
specified in division (R) of
section 111.16
of the Revised Code. (N) Upon the failure of a corporation to appoint another
agent or to file a statement of change of address of an agent,
the
secretary of state shall give notice thereof by certified
mail to
the corporation at the address set forth in the notice of
resignation or on the last franchise tax return filed in this
state by the corporation. Unless the default is cured within
thirty days after the mailing by the secretary of state of the
notice or within any further period of time that the secretary of
state grants, upon the expiration of that period of time from the
date of the mailing, the articles of the corporation shall be
canceled without further notice or action by the secretary of
state. The secretary of state shall make a notation of the
cancellation on the secretary of state's records. A corporation whose articles have been canceled may be
reinstated by filing, on a form prescribed by the secretary of
state, an application for reinstatement and the
required
appointment of agent or required statement, and by
paying
the
filing
fee
specified in division (Q) of
section 111.16
of the
Revised Code. The rights, privileges, and franchises of
a
corporation whose articles have been reinstated are subject to
section
1701.922 of the Revised Code. The secretary of state
shall
furnish the tax commissioner a monthly list of all
corporations
canceled and reinstated under this division. (O) This section does not apply to banks, trust companies,
insurance companies, or any corporation defined under the laws of
this state as a public utility for taxation purposes.
Sec. 1701.11. (A)(1) Regulations for the government of a
corporation, the conduct of its affairs, and the management of
its
property, consistent with law and the articles, may be
adopted in
any of the following ways: (a) Within ninety days after the corporation is formed, by
the
directors in accordance with section 1701.10 of the Revised
Code; (b) By the shareholders at a meeting held for that purpose,
by the affirmative vote of the holders of shares entitling them
to
exercise a majority of the voting power of the corporation on
the
proposal; (c) Without a meeting, by the written
consent of the holders
of shares entitling them to exercise two-thirds of the
voting
power of the corporation on the proposal. (2)
Except as otherwise provided in division (A)(4) of
this
section, the regulations may be amended, or new regulations
may be
adopted, in
either of the following ways: (a) By the shareholders at a
meeting held for that purpose,
by the affirmative vote of the
holders of shares entitling them to
exercise a majority of the
voting power of the corporation on the
proposal; (b) Without a meeting, by the
written consent of the holders
of shares entitling them to
exercise two-thirds of the voting
power of the corporation on the
proposal. (3)
Except as otherwise provided in division (A)(4) of
this
section, if the articles or
regulations that have been
adopted so
provide or permit,
regulations may be adopted or
amended or new
regulations may be adopted
by the affirmative vote
or written
consent of the holders of shares entitling
them to
exercise a
greater or lesser proportion but not less than a
majority
of the
voting power of the corporation.
(4) Any amendment of regulations and any amended or new
regulations adopted by shareholders of an issuing public
corporation whose directors are classified pursuant to section
1701.57 of the Revised Code that would change or eliminate the
classification of directors shall be adopted by the shareholders
only at a meeting held for that purpose, by the affirmative vote
of holders of shares entitling them to exercise the voting power
of the corporation that is required for shareholders at a meeting
under division (A)(2)(a) or (3) of this section, and also by the
affirmative vote of the holders of a majority of disinterested
shares voted on the proposal determined as specified in division
(C)(9) of section 1704.01 of the Revised Code. (B) Without limiting the generality of the authority
described in division (A) of this section, the regulations may
include provisions with respect to all of the following: (1) The
time and place, if any, and time for holding, the
manner of and
authority for calling, giving notice of, and
conducting, and the
requirements of a quorum for, meetings of
shareholders; (2) The taking of a record of shareholders or the
temporary
closing of books against transfers of shares; (3) The number, classification, manner of fixing or
changing
the number, qualifications, term of office, and
compensation or
manner of fixing compensation, of directors; (4) The
time and place, if any, and time for holding, the
manner of and
authority for calling, giving notice of, and
conducting, and the
requirements of a quorum for, meetings of the
directors; (5) The appointment of an executive and other committees
of
the directors, and their authority; (6) The titles, qualifications, duties, term of office,
compensation or manner of fixing compensation, and the removal,
of
officers; (7) The terms on which new certificates for shares may be
issued in the place of lost, stolen, or destroyed certificates; (8) The manner in which and conditions upon which a
certificated security, and the conditions upon which an
uncertificated security, and the shares represented by a
certificated or uncertificated security, may be transferred,
restrictions on the right to transfer the shares, and
reservations
of liens on the shares; (9)(a) Restrictions on the transfer and the right to
transfer shares of either of the following: (i) An issuing public corporation to any person in a
control
share acquisition; (ii) A corporation with fifty or more shareholders to any
person in an acquisition that would be a control share
acquisition
if the corporation were an issuing public
corporation. (b) The restrictions on the transfer and the right to
transfer shares described in division (B)(9)(a)(i) and (ii) of
this section may include requirements and procedures for consent
to an acquisition of the shares by directors based on a
determination by
the directors of the best interests of the
corporation and its
shareholders, consent to an acquisition of the
shares by
shareholders, and
reasonable sanctions for a violation
of those requirements,
including the right of the corporation to
refuse to transfer, to
redeem, or to deny voting or other
shareholder rights appurtenant
to shares acquired in an
acquisition of the shares. (10) Defining, limiting, or regulating the exercise of the
authority of the corporation, the directors, the officers, or all
the shareholders. (C) The shareholders of a corporation may adopt and may
authorize the directors to adopt, either before or during an
emergency, as that term is defined in division (U) of section
1701.01 of the Revised Code, emergency regulations that
shall be
operative only during an emergency. The emergency regulations
may
include any provisions that are
authorized to be included in
regulations by divisions (A) and (B) of this section. In
addition, unless expressly prohibited by the articles or the
regulations, the emergency regulations may make any provision,
notwithstanding any different provisions in this chapter and
notwithstanding any
different
provisions in the articles or the
regulations that are not
expressly stated to be operative during
an emergency, that may be
practical or necessary with respect to
the following: (1) The
time and place, if any, and time for holding, the
manner of and
authority for calling, giving notice of, and
conducting, and the
requirements of a quorum for, meetings of the
directors; (2) The creation and appointment of an executive and other
committees of the directors and the delegation of authority to
the
committees by the board; (3) The creation, existence, and filling of vacancies,
including temporary vacancies, in the office of director; (4) The selection, by appointment, election, or otherwise,
of officers and other persons to serve as directors for a meeting
of the board in the absence from the meeting of one or more of
the
directors; (5) The creation, existence, and filling of vacancies,
including temporary vacancies, in any office; (6) The order of rank and the succession to the duties and
authority of officers. (D) If the regulations are amended or new regulations are
adopted, without a meeting of the shareholders, the secretary of
the corporation shall
mail
send a copy of the amendment or the new
regulations
by mail, overnight delivery service, or any other
means of communication authorized by the shareholder to whom a
copy of the amendment or new regulations are sent, to each
shareholder who would have been entitled to
vote on the adoption
of the amendment or the new regulations and
did not participate in
the adoption of the amendment or the new
regulations. (E) No person dealing with the corporation shall be
charged
with constructive notice of the regulations. (F) Unless expressly prohibited by the articles or the
regulations or unless otherwise provided by the emergency
regulations, the following special rules shall be applicable
during an emergency notwithstanding any different provision
elsewhere in this
chapter: (1) Meetings of the directors may be called by any officer
or director. (2) Notice of the time and place of each meeting of the
directors shall be given to such of the directors as it may be
feasible to reach at the time and by the means of
communication,
written or oral, personal or mass, as may be practicable at the
time. (3) The director or directors present at any meeting of
the
directors that has been duly called and notice of which has
been
duly given shall constitute a quorum for the meeting, and,
in the
absence of one or more of the directors, the director or
directors
present may appoint one or more of the officers of the
corporation
directors for the meeting. (4) If none of the directors attends a meeting of the
directors that has been duly called and notice of which has been
duly given, the officers of the corporation who are present, not
exceeding three, in order of rank, shall be directors for the
meeting, shall constitute a quorum for the meeting, and may
appoint one or more of the other officers of the corporation
directors for the meeting. (5) If the chief executive officer dies, is missing, or
for
any other reason is temporarily or permanently incapable of
discharging the duties of the office, the next ranking
officer
who
is available shall assume the duties and authority of the
office
of the deceased, missing, or incapacitated chief executive
officer
until such time as the directors shall otherwise order. (6) The offices of secretary and treasurer shall be deemed
to be of equal rank, and, within the same office and as between
the offices of secretary and treasurer, rank shall be determined
by priority in time of the first election to the office or, if
two
or more persons have been first elected to the office
at the same
time, by seniority in age.
Sec. 1701.25. (A) Each certificate for shares of a
corporation shall state: (1) That the corporation is organized under the laws of
this
state; (2) The name of the person to whom the shares represented
by
the certificate are issued; (3) The number of shares represented by the certificate; (4) If the shares of the corporation are classified, the
designation of the class, and the series, if any, of the shares
represented by the certificate; (5) On the face or the back of the certificate: (a) The express terms, if any, of the shares represented
by
the certificate and of the other class or classes and series
of
shares, if any, which the corporation is authorized to issue;
or (b) A summary of such express terms; or (c) That the corporation will
mail
send to the shareholder a
copy of such express terms without charge within five days after
receipt of written request therefor; or (d) That a copy of such express terms is attached to and
by
reference made a part of such certificate and that the
corporation
will
mail
send to the shareholder a copy of such express
terms
without charge within five days after receipt of written
request
therefor if the copy has become detached from the
certificate. (B) No restriction on the right to transfer shares and no
reservation of lien on shares shall be effective against a
transferee of such shares unless there has been compliance
with
section 1308.11 of the
Revised Code, and unless, as to
certificated securities, there is
set forth on the face or the
back of the certificate therefor: (1) A statement of the terms of such restriction or
reservation; or (2) A summary of the terms of such restriction or
reservation and a statement that the corporation will
mail
send to
the
shareholder a copy of such restriction or reservation without
charge within five days after receipt of written request
therefor;
or (3) If such restriction or reservation is contained in the
articles or regulations of the corporation, or in an instrument
in
writing to which the corporation is a party, a statement to
that
effect and a statement that the corporation will
mail
send to the
shareholder a copy of such restriction or reservation without
charge within five days after receipt of written request
therefor;
or (4) If such restriction or reservation is contained in an
instrument in writing (other than the articles or regulations of
the corporation or an instrument in writing to which the
corporation is a party), a statement to that effect identifying
the instrument by title, date, and parties. (C) A corporation shall
mail
send to a shareholder without
charge within five days after receipt of written request therefor
the copy or copies referred to in
paragraphs (5)(c) and (5)(d) of
division
divisions (A)(5)(c) and (d) and
paragraphs
(B)(2) and (3)
of division (B) of this
section
by mail, overnight delivery
service, or any other means of communication authorized by the
shareholder to whom the copy or copies are sent.
Sec. 1701.37. (A) Each corporation shall keep correct and
complete books and records of account, together with minutes of
the proceedings of its incorporators, shareholders, directors,
and
committees of the directors, and records of its shareholders
showing their names and addresses and the number and class of
shares issued or transferred of record to or by them from time to
time. (B) Upon request of any shareholder at any meeting of
shareholders, there shall be produced at such meeting an
alphabetically arranged list, or classified lists, of the
shareholders of record as of the applicable record date, who are
entitled to vote, showing their respective addresses and the
number and class of shares held by each. Such list or lists when
certified by the officer or agent in charge of the transfers of
shares shall be prima-facie evidence of the facts shown therein.
If the meeting is to be held solely or in part by means of
communications equipment, then the corporation shall make the list
or lists open to the examination of any shareholder or proxyholder
during the whole time of the meeting on a reasonably accessible
electronic network. The directors may adopt guidelines and
procedures to permit the corporation to verify that any person
accessing the list or lists is a shareholder or proxyholder. (C) Any shareholder of the corporation, upon written
demand
stating the specific purpose thereof, shall have the right
to
examine in person or by agent or attorney at any reasonable
time
and for any reasonable and proper purpose, the articles of
the
corporation, its regulations, its books and records of
account,
minutes, and records of shareholders aforesaid, and
voting trust
agreements, if any, on file with the corporation,
and to make
copies or extracts thereof. Any written demand by an
acquiring
person to examine the records of shareholders for the
purpose of
communicating with shareholders of the issuing public
corporation
in connection with a meeting of shareholders called
pursuant to
section 1701.831 of the Revised Code shall be deemed
to have been
made by a shareholder of the issuing public
corporation for a
reasonable and proper purpose.
(D) Unless otherwise prohibited by law, if a shareholder has
authorized the corporation to deliver notices of shareholder
meetings required by section 1701.41 of the Revised Code to the
shareholder by any means other than mail and has not rescinded
that authorization, the corporation shall include the electronic
mail address or other electronic contact information necessary to
deliver the notice on any list or lists of shareholders prepared
pursuant to division (B) or (C) of this section.
Sec. 1701.38. (A) At the annual meeting of shareholders,
or
the meeting held in lieu of it, every corporation, except a
banking corporation, shall lay before the shareholders financial
statements, which may be consolidated, consisting of: (1) A balance sheet containing a summary of the assets,
liabilities, stated capital, if any, and surplus (showing
separately any capital surplus arising from unrealized
appreciation of assets, other capital surplus, and earned
surplus)
as of the end of the corporation's most recent fiscal
year, except
that, if consolidated financial statements are laid
before the
shareholders, the consolidated balance sheet shall
show separately
or disclose by a note the amount of consolidated
surplus that does
not constitute under the Revised Code earned
surplus of the
corporation or any of its subsidiaries and that is
not classified
as stated capital or capital surplus on the
consolidated balance
sheet; (2) A statement of profit and loss and surplus, including
a
summary of profits, dividends or distributions paid, and other
changes in the surplus accounts, for the period commencing with
the date marking the end of the period for which the last
preceding statement of profit and loss required under this
section
was made and ending with the date of the balance sheet
or, in the
case of the first statement of profit and loss, for
the period
commencing with the date of incorporation of the
corporation and
ending with the date of the balance sheet. (B) The financial statements shall have appended to them
an
opinion signed by the president or a vice-president or the
treasurer or an assistant treasurer of the corporation or by a
public accountant or firm of public accountants to the effect
that
the financial statement presents fairly the financial
position of
the corporation and the results of its operations in
conformity
with generally accepted accounting principles applied
on a basis
consistent with that of the preceding period, or to
the effect
that the financial statements have been prepared on
the basis of
accounting practices and principles that are
reasonable in the
circumstances. (C) Upon
the written request of any shareholder made
in
writing or by any other means of communication authorized by the
corporation prior
to the date of the meeting described in division
(A) of this
section, the corporation shall
mail
send a copy of the
financial
statements laid or to be laid before the shareholders at
the
meeting to the shareholder
by mail, overnight delivery
service, or any other means of communication authorized by the
shareholder to whom the copy is sent on or before the later of the
following: (1) The fifth day after the receipt of the written
request; (2) The earlier of the following: (a) The fifth day before the date of the meeting; (b) The fifth day after the expiration of four months from
the date of the balance sheet described in division (A)(1) of
this
section.
(D) If the meeting described in division (A) of this section
is to be held solely by means of communications equipment, the
corporation shall make the financial statements described in that
division open to the examination of any shareholder or proxyholder
during the whole time of the meeting on a reasonably accessible
electronic network. The directors may adopt guidelines and
procedures to permit the corporation to verify that any person
accessing the financial statements is a shareholder or
proxyholder.
Sec. 1701.40. (A) Meetings of shareholders may be called
by
any of the following: (1) The
chairman
chairperson of the board, the president,
or,
in case
of the president's absence, death, or disability, the
vice-president authorized to exercise the authority of the
president; (2) The directors by action at a meeting, or a majority of
the directors acting without a meeting; (3) Persons who hold twenty-five per cent of all shares
outstanding and entitled to vote
thereat
at the meeting, unless
the articles or
the regulations specify for
such
that purpose a
smaller or larger
proportion but not in excess of fifty per cent; (4) Such other officers or persons as the articles or the
regulations authorize to call
such
the meetings. (B) Meetings of shareholders may be held either within or
without this state if so provided in the articles or the
regulations.
The articles or regulations may authorize the
directors to determine that the meeting shall not be held at any
physical place, but instead may be held solely by means of
communications equipment as authorized by division (C) of this
section. If the corporation is an issuing public corporation and
the articles or regulations do not require that a meeting be held
at a particular physical place and authorize the directors to fix
the place of the meeting, the directors may determine that the
meeting shall not be held at any physical place, but instead may
be held solely by means of communications equipment as authorized
by division (C) of this section. In the absence of any such
provision, all meetings
shall be held at the principal office of
the corporation in this
state.
(C) If authorized by the directors, the shareholders and
proxyholders who are not physically present at a meeting of
shareholders may attend a meeting of shareholders by use of
communications equipment that enables the shareholder or
proxyholder an opportunity to participate in the meeting and to
vote on matters submitted to the shareholders, including an
opportunity to read or hear the proceedings of the meeting and to
speak or otherwise participate in the proceedings
contemporaneously with those physically present. Any shareholder
using communications equipment will be deemed present in person at
the meeting whether the meeting is to be held at a designated
place or solely by means of communications equipment. The
directors may adopt guidelines and procedures for the use of
communications equipment in connection with a meeting of
shareholders to permit the corporation to verify that a person is
a shareholder or proxyholder and to maintain a record of any vote
or other action.
Sec. 1701.41. (A) Written notice stating the time, place,
if any, and purposes of a
meeting of the shareholders, and the
means, if any, by which shareholders can be present and vote at
the meeting through the use of communications equipment shall be
given either by personal delivery or by
mail, overnight delivery
service, or any other means of communication authorized by the
shareholder to whom the notice is given, not less than seven nor
more than sixty days before the date of the
meeting unless the
articles or the regulations specify a longer period: (1)
to
each
every shareholder of record entitled to notice of the meeting; (2)
by or at
the direction of the president or the secretary or any
other person required
or permitted by the regulations to give
such
that notice. If mailed
or sent by overnight delivery service,
such
the notice
shall be
addressed
sent to the shareholder at
his
the shareholder's
address as it appears on the
records of the
corporation.
If sent by another means of communication authorized
by the shareholder, the notice shall be sent to the address
furnished by the shareholder for those transmissions. Notice of
adjournment of a meeting need not be
given if the time and place,
if any, to which it is adjourned
and the means, if any, by which
shareholders can be present and vote at the adjourned meeting
through the use of communications equipment are fixed and
announced
at
such
the meeting. (B) Upon request in writing delivered either in person or by
registered mail
to the president or the secretary by any persons
entitled to call a meeting of
shareholders,
such
that officer
shall forthwith cause to be given to the
shareholders entitled
thereto
to notice of a meeting to be held on a date not
less than
seven nor more than sixty days after the receipt of
such
the
request, as
such
the officer may fix, unless the articles or
the
regulations specify a longer
period for
such
this purpose. If
such
the notice is not given within fifteen days
after the
delivery or mailing of
such
the request, or
such
that shorter or
longer
period as the articles or the regulations specify for
such
this purpose, the
persons calling the meeting may fix the time of
meeting and give notice
thereon
of the time of meeting as provided
in division (A) of this section, or cause
such
the notice to
be
given by any designated representative.
(C) Any authorization by a shareholder to send notices given
pursuant to this chapter by any means other than in person or by
mail or overnight delivery service is revocable by written notice
to the corporation either by personal delivery or by mail,
overnight delivery service, or any other means of communication
authorized by the corporation. If sent by another means of
communication authorized by the corporation, the notice shall be
sent to the address furnished by the corporation for those
transmissions. Any authorization by a shareholder to send notices
given pursuant to this chapter by any means other than in person
or by mail or overnight delivery service will be deemed to have
been revoked by the shareholder if (1) the corporation has
attempted to make delivery of two consecutive notices in
accordance with that authorization, and (2) the secretary or an
assistant secretary of the corporation, or other person
responsible for giving of notice, has received notice that, or
otherwise believes that, delivery has not occurred. However, an
inadvertent failure to treat the inability to deliver notice as a
revocation will not invalidate any meeting of shareholders or
other action.
Sec. 1701.42. Notice of the time, place,
if any, and
purposes of any meeting of
shareholders or directors, as the case
may be, whether required by law, the
articles, the regulations, or
(in the case of directors) the bylaws, may be
waived in writing,
either before or after the holding of such meeting, by any
shareholder, or by any director, which writing shall be filed with
or entered
upon the records of the meeting. The attendance of any
shareholder or any
director at any such meeting without
protesting, prior to or at the
commencement of the meeting, the
lack of proper notice shall be deemed to be a
waiver by
him
the
shareholder or director of notice of such
meeting.
A telegram,
cablegram, electronic mail, or an electronic or other transmission
capable of authentication that appears to have been sent by a
person described in this section and that contains a waiver by
that person is a writing for the purposes of this section.
Sec. 1701.51. Unless the articles or the regulations
otherwise provide: (A) The shareholders present in person
or, by proxy, or by
the use of communications equipment at any meeting of
shareholders
shall constitute a quorum for such meeting, but no action
required
by law, the articles, or the regulations to be authorized or taken
by
the holders of a designated proportion of the shares of any
particular class
or of each class, may be authorized or taken by a
lesser proportion;. (B) The holders of a majority of the voting shares
represented at a meeting,
whether or not a quorum is present, may
adjourn such meeting from time to
time.
Sec. 1701.54. (A) Unless the articles or the regulations
prohibit the
authorization or taking of any action of the
shareholders or of the directors
without a meeting, any action
which
that may be authorized or taken at a meeting of
the
shareholders or of the directors, as the case may be, may be
authorized or
taken without a meeting with the affirmative vote or
approval of, and in a
writing or writings signed by all the
shareholders who would be entitled to
notice of a meeting of the
shareholders held for such purpose, or all the
directors,
respectively, which writing or writings shall be filed with or
entered upon the records of the corporation. Any certificate with
respect to
the authorization or taking of any such action
which
that is required to be filed
in the office of the secretary of
state shall recite that the authorization or
taking of such action
was in a writing or writings approved and signed as
specified in
this section.
(B) A telegram, cablegram, electronic mail, or an electronic
or other transmission capable of authentication that appears to
have been sent by a person described in division (A) of this
section and that contains an affirmative vote or approval of that
person is a signed writing for the purposes of this section. The
date on which that telegram, cablegram, electronic mail, or
electronic or other transmission is sent is the date on which the
writing is signed.
Sec. 1701.61. Unless otherwise provided in the articles,
the
regulations, or the bylaws, and subject to the exceptions,
applicable during an emergency as that term is defined in section
1701.01 of the Revised Code, for which provision is made in
division (F) of section 1701.11 of the Revised Code: (A) Meetings of the directors may be called by the
chairman
chairperson of the board, the president, any
vice-president, or
any
two directors;. (B) Meetings of the directors may be held at any place
within or without the state and, unless the articles or the
regulations prohibit participation by directors at a meeting by
means of communications equipment, meetings of the directors may
be held through any communications equipment if all persons
participating can hear each other and participation in a meeting
pursuant to this division shall constitute presence at
such
the
meeting;. (C)
Written notice
Notice of the
time and place, if any, and
time of each meeting
of the directors shall be given to each
director either by
personal delivery or by mail, telegram,
or
cablegram, overnight delivery service, or any other means of
communication authorized by the director at least two
days before
the meeting, which. The notice need not specify the
purposes of
the meeting;. (D) Notice of adjournment of a meeting need not be given
if
the time and place to which it is adjourned are fixed and
announced at
such
the meeting.
Sec. 1701.69. (A) The articles may be amended from time
to
time in any respect if the articles as amended set forth all
such
provisions as are required in, and, except for amendments to
the
articles as described in divisions (B)(10) and (11) of this
section, only such provisions as may properly be in, original
articles filed at the time of adopting the amendment, and, if a
change in issued shares is to be made, or if as the result of any
amendment the stated capital of any class of shares is to be
created, increased, reduced, or eliminated, then such provisions,
not inconsistent with section 1701.30 of the Revised Code, as are
necessary to effect such change, or to effect such creation,
increase, reduction, or elimination of stated capital. (B) Without limiting the generality of the authority to
amend the articles, the articles may be amended to do any of the
following: (1) Change the name of the corporation; (2) Change the place in this state where its principal
office is to be located; (3) Change, enlarge, or diminish its purpose or purposes; (4) Increase or decrease the authorized number of shares
of
any class; (5) Authorize shares of a new class or classes; (6) Increase or decrease the par value of issued or
unissued
shares with par value; (7) Change issued or unissued shares of any class, whether
with or without par value, into the same or a different number of
shares of any class with or without par value, theretofore or
then
authorized; (8) Provide that, as a result of an amendment described in
division (B)(6), (7), or (11) of this section, the stated capital
of any class of shares shall be created, increased, reduced, or
eliminated, consistent with section 1701.30 of the Revised Code,
except that, in the case of any amendment to change the
corporation into a nonprofit corporation, the stated capital of
the corporation may be reduced or eliminated; (9) Change any of the express terms of issued or unissued
shares of any class or series, which change may include the
discharge, adjustment, or elimination of rights to accrued
undeclared cumulative dividends or distributions on the shares of
such class or series; (10) Eliminate the right of every shareholder to vote
cumulatively in the election of directors or to delete a
provision
that eliminates that right, except that, if a
corporation is
formed after the effective date of this amendment
or if a
corporation that exists on the effective date of this
amendment
does not have issued and outstanding shares that are
listed on a
national securities exchange or are regularly quoted
in an
over-the-counter market by one or more members of a
national or
affiliated securities association, the articles may
be amended to
eliminate the right of every shareholder to vote
cumulatively in
the election of directors only upon compliance
with both of the
following: (a) Except as otherwise provided in this division in
connection with surviving corporations in mergers and new
corporations resulting from consolidations, the shareholder
action
on the amendment to the articles shall not occur earlier
than
ninety days after the effective date of this amendment or
ninety
days after the date that the corporation was formed,
whichever
date is later; (b) A
written notice shall have been
given
sent to the
shareholders
by mail, overnight delivery service, or any other
means of communication authorized by the shareholder to whom the
notice is sent that states, in solid capital letters, that an
effect of the amendment to the articles will be to do both of the
following: (i) To permit a majority of a quorum of the voting power
in
the election or removal of directors to elect or remove every
director; (ii) To preclude a minority of a quorum of the voting
power
in the election or removal of directors from electing or
preventing the removal of any director. In the case of a surviving corporation as a result of a
merger or of a new corporation resulting from a consolidation, if
immediately prior to the merger or consolidation at least one of
the constituent corporations had issued and outstanding shares
listed on a national securities exchange or regularly quoted in
an
over-the-counter market by one or more members of a national
or
affiliated securities association, then the ninety-day
limitation
prescribed in division (B)(10)(a) of this section does
not apply
and the agreement of merger or consolidation, as
adopted pursuant
to section 1701.78 or 1701.80 of the Revised
Code, may eliminate,
subject to division (B)(10)(b) of this
section, the right of every
shareholder to vote cumulatively in
the election of directors.
An
agreement of merger or
consolidation that is so adopted and
that
eliminates the right of
every shareholder to vote
cumulatively in
the election of
directors shall be considered an
amendment
permitted by this
division. (11) Change a corporation into a nonprofit corporation; (12) Change any provision of the articles or add any
provision that may properly be included in the articles.
Sec. 1701.70. (A) If initial directors are not named in the
articles,
before
subscriptions to shares have
been received
and
before the incorporators have elected directors, the incorporators
may adopt an amendment to the articles by a writing
signed by
them. If initial directors are named in the articles, or if the
incorporators have elected directors and have not received
subscriptions, then
before subscriptions to shares have been
received, the directors may adopt an
amendment to the articles. (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 determining, in whole or in part,
the
express terms, within the limits set forth in this chapter, of
any class of
shares before the issuance of any shares of that
class, or of one or more
series within a class before the issuance
of shares of that series. (2) When the corporation has issued shares or
obligations
convertible into shares of the corporation or has granted
options
to purchase any shares, and
the 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
the
approval, would have been
required to amend the articles to
authorize the shares required
for that purpose, and the
corporation does not have sufficient
authorized but unissued
shares to satisfy those conversion or
option rights, the
directors
may adopt an amendment to authorize
the
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
the 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 the class and to make
other
appropriate changes
that are required by
the elimination. (4) When articles have been amended and any change of
issued
or unissued shares provided for in the amendment or
amended
articles has become effective, the directors
may
adopt an
amendment to eliminate from the articles all references
to the
change of shares and to make any other appropriate
changes that
are required by the
elimination; however,
an amendment to articles
that is so 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, becomes
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 that was required to be set forth in the agreement of
merger
or
consolidation and that would not be required in
original articles
or amendments to articles filed at the time
the statement or
provision was adopted; (b) To make any other appropriate changes required by
that
elimination. An amendment to articles adopted by the directors under
division
(B)(5) of this section need not contain or continue any
statement with respect to the amount of stated capital.
(6) Unless otherwise provided in the articles, the directors
may adopt an amendment changing the name of the corporation.
(7) The directors may adopt an amendment changing the place
in this state where the principal office of the corporation is to
be located.
(8) When the directors have declared a dividend or
distribution on any class of outstanding shares of the corporation
to be paid in shares of the same class, the directors may adopt an
amendment to proportionately increase the authorized number of
shares of the class, provided that the corporation has only one
class of shares outstanding or the dividend or distribution is not
substantially prejudicial to the holders of any other class of the
corporation's shares, and further provided that such an amendment
be adopted concurrently with the amendment described in division
(B)(10) of this section when the dividend or distribution is
declared on outstanding shares with par value.
(9) The directors may adopt an amendment to change each
issued and unissued authorized share of an outstanding class into
a greater number of shares of that class and to proportionately
increase the authorized number of shares of that class, provided
that the corporation has only one class of shares outstanding or
the change is not substantially prejudicial to the holders of any
other class of the corporation's shares, and further provided that
such an amendment be adopted concurrently with the amendment
described in division (B)(10) of this section when the change is
made to outstanding shares with par value.
(10) Concurrently with the adoption of an amendment under
division (B)(8) or (9) of this section, the directors may adopt an
amendment decreasing the par value of issued and unissued shares
of a particular class to the extent necessary to prevent an
increase in the aggregate par value of the outstanding shares of
the class as a result of the dividend or distribution described in
division (B)(8) of this section or the change described in
division (B)(9) of this section.
(C) If a vote on the adoption of an
amendment is required by
division (B)(4) of section 1701.71 of
the Revised Code, any
amendment to the
articles adopted pursuant to division (B) of this
section that
creates a class or series of shares the express terms
of which
provide for the convertibility of the shares into shares
of
another class shall also require the approval of the holders,
voting as a class, of any issued and outstanding shares into which
the shares
may be converted.
(D) Divisions (B)(6) to (10) of this section shall not apply
to a corporation with one hundred or fewer shareholders unless the
corporation was created on or after the effective date of this
amendment, or the articles of the corporation have been amended in
compliance with section 1701.71 or 1701.73 of the Revised Code
specifically to make those divisions applicable.
Sec. 1701.71. (A)(1) Except as otherwise provided in this
division or division (A)(2) of this section, the shareholders, at
a meeting held for that purpose, may adopt an amendment,
including
any amendment that could be adopted by the directors, by the
affirmative vote of the holders of shares entitling them to
exercise two-thirds of the voting power of the corporation on the
proposal or, if the articles provide or permit, by the
affirmative
vote of a greater or lesser proportion, but not less
than a
majority, of such voting power, and by the
affirmative
vote of the
holders of shares of any particular class that is
required by the
articles.
Any amendment that would change or eliminate the
classification of directors of an issuing public corporation whose
directors are classified pursuant to section 1701.57 of the
Revised Code shall be adopted by the shareholders only at a
meeting expressly held for that purpose, by the affirmative votes
required under this division, and also by the affirmative vote of
the holders of at least a majority of disinterested shares voted
on the proposal determined as specified in division (C)(9) of
section 1704.01 of the Revised Code. If, at the time an amendment
to
eliminate cumulative voting rights permitted by division
(B)(10)
of section 1701.69 of the Revised Code is acted upon by
the
shareholders, a corporation does not have issued and
outstanding
shares that are listed on a national securities
exchange or are
regularly quoted in an over-the-counter market by
one or more
members of a national or affiliated securities
association, that
amendment shall not be adopted if the votes of a
sufficient
number of shares are cast against the amendment that,
if
cumulatively voted at an election of all the directors, or all
the directors of a particular class, as the case may be, would at
the time the amendment is acted upon by the shareholders be
sufficient to elect at least one director. (2) Whenever under division (B) of this section the
holders
of shares of any particular class are entitled to vote as
a class
on the adoption of an amendment, the amendment, in
order to be
adopted, must receive the affirmative vote of the holders
of at
least two-thirds of the shares of that class or, if the articles
provide or permit, a
greater or lesser proportion, but not less
than a majority, of
the shares of that class. If the proposed
amendment would
authorize any particular corporate action that,
under any
applicable provision of law or under the existing
articles, could
be authorized only by or pursuant to a specified
vote of
shareholders, the amendment, in order to be adopted, must
receive the affirmative vote so specified. (B) Regardless of limitations or restrictions in the
articles on the voting rights of the shares of any class, the
holders of shares of a particular class, and in the cases
specified in divisions (B)(6), (7), and (8) of this section the
holders of shares of every class, shall be entitled to vote as a
class on the adoption of an amendment that does any of the
following: (1) Increases or decreases the par value of the issued
shares of the particular class, except in the case of an amendment
to the articles adopted by the directors pursuant to division
(B)(10) of section 1701.70 of the Revised Code; (2) Changes issued shares of the particular class, whether
with or without par value, into a lesser number of shares of the
same class or into the same or a different number of shares of
any
other class, with or without par value,
previously or then
authorized; (3) Changes the express terms, or adds express terms, of
the
shares of the particular class in any manner substantially
prejudicial to the holders of the shares; (4) Changes the express terms of issued shares of any
class
senior to the particular class in any manner substantially
prejudicial to the holders of shares of the particular class; (5) Authorizes shares of another class that are
convertible
into, or authorizes the conversion of shares of
another class
into, shares of the particular class, or authorizes
the directors
to fix or alter conversion rights of shares of
another class that
are convertible into shares of the particular
class; provided,
however, both of the following apply: (a) The failure to obtain the shareholders'
approval only
prevents the conversion of the shares until the shareholders'
approval is obtained and does not otherwise affect the
authorization or any other express terms of the shares; (b) The articles may provide that
no vote of the holders of
common shares, as a class, is required
in connection with the
authorization of shares of any class that
are convertible into
common shares. (6) Provides, in the case of an amendment described in
division (B)(1) or (2) of this section, that the stated capital
of
the corporation shall be reduced or eliminated as a result of
the
amendment, or provides, in the case of an amendment described
in
division (B)(5) of this section, that the stated capital of
the
corporation shall be reduced or eliminated upon the exercise
of
such conversion rights, provided that any reduction or
elimination
is consistent with section 1701.30 of the Revised
Code; (7) Changes substantially the purposes of the corporation,
or provides that a subsequent amendment to the
articles may be
adopted that changes substantially the purposes of the
corporation; (8) Changes a corporation into a nonprofit corporation. (C) An amendment that changes a corporation into a
nonprofit
corporation shall contain a statement of purposes
proper in the
case of a nonprofit corporation and a statement
that, after the
effective date of the amendment, the corporation
shall be subject
to the provisions of the Revised Code relating
to nonprofit
corporations. In the case of a corporation formed
on or after
June 9, 1927, the amendment also shall provide for
the
cancellation of all outstanding shares and the terms and
considerations, if any, for the cancellation. In the case
of a
corporation formed prior to June 9, 1927, the amendment may
provide for the cancellation of outstanding shares, but if
it does
not so provide, the amendment shall contain a provision
forbidding
the payment of dividends or distributions on any
shares after the
effective date of the amendment.
Sec. 1701.73. (A) Upon the adoption of any amendment or
amended articles, a certificate containing a copy of the
resolution adopting the amendment or amended articles, a
statement
of the manner of its adoption, and, in the case of
adoption of the
resolution by the incorporators or directors, a
statement of the
basis for such adoption, shall be filed with the
secretary of
state, and thereupon the articles shall be amended
accordingly,
any change of shares provided for in the amendment
or amended
articles shall become effective, and the amended
articles shall
supersede the existing articles.
When an amendment or amended
articles are adopted by the directors pursuant to section 1701.70
of the Revised Code, the corporation shall send notice of
the
amendment or amended articles, and a copy or summary thereof,
by
mail,
overnight delivery service, or any other means of
communication
authorized by the shareholder to whom the notice and
copy or
summary are sent, to each shareholder of the corporation
of record as of the date on
which the directors approved the
amendment or amended articles.
The notice shall be sent to the
shareholders within twenty days
after the filing of the
certificate required by this division. (B) When an amendment or amended articles are adopted by
the
incorporators, the certificate shall be signed by each of
them. (C) When an amendment or amended articles are adopted by
the
directors or by the shareholders, the certificate shall be
signed
by
any authorized officer. (D) A copy of an amendment or amended articles changing
the
name of a corporation or its principal office in this state,
certified by 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 recording the county recorder shall charge and
collect
the same fee as provided for in division (A) of section
317.32 of
the Revised Code. Such copy shall be recorded in the
records of
deeds.
Sec. 1701.80. (A) Pursuant to an agreement of merger
between the constituent corporations as provided in this section
and provided that the provisions of Chapter 1704. of the Revised
Code do not prevent the merger from being effected, one or more
domestic or foreign subsidiaries may be merged into a domestic or
foreign parent corporation, provided that the parent owns ninety
per cent or more of each class of the outstanding shares of each
subsidiary, that at least one constituent corporation is a
domestic corporation, and that, in the case of a domestic parent,
the conditions set forth in divisions (D)(1), (2), (3), and (4)
of
section 1701.78 of the Revised Code do not exist. (B) The agreement of merger shall set forth the
designation
and the number of the outstanding shares of each
class of each
subsidiary constituent corporation and the number
of shares of
each such class owned by the surviving corporation.
It shall also
set forth any statements and matters that are
required, and may
set forth any provision that is permitted, in a
merger under
section 1701.78 of the Revised Code if the surviving
corporation
is a domestic corporation or under section 1701.79 of
the Revised
Code if the surviving corporation is a foreign
corporation. (C)(1) To effect the merger, the agreement shall be
approved
by the directors of each domestic constituent
corporation, but it
need not be adopted by the shareholders of
any domestic
constituent corporation. If any constituent
corporation is a
foreign corporation, the agreement shall be
approved or otherwise
authorized by or on behalf of each foreign
constituent corporation
in accordance with the laws of the state
under which it exists. (2) Within twenty days after the approval of the agreement
of merger by the directors of each domestic constituent
corporation, the surviving corporation shall deliver or send
written notice of such approval and copy or summary of the
agreement to each shareholder of each domestic constituent
corporation, other than the surviving corporation, of record as of
the date on which the directors of the surviving corporation
approved the agreement
by mail, overnight delivery service, or any
other means of communication authorized by the shareholder to whom
the notice and copy or summary are sent. (D) The approval of the agreement of merger by the
directors
of a domestic constituent corporation under this
section
constitutes adoption by that corporation.
Sec. 1701.801. (A) Pursuant to an agreement of merger
between the constituent corporations as provided in this section
and provided that the provisions of Chapter 1704. of the Revised
Code do not prevent the merger from being effected, one or more
domestic or foreign corporations may be merged into a domestic
corporation, provided that the domestic surviving corporation is
a
subsidiary of one of the constituent corporations and that the
parent constituent corporation owns ninety per cent or more of
each class of the outstanding shares of the surviving subsidiary
corporation. (B) The agreement of merger shall set forth the
designation
and the number of the outstanding shares of each
class of the
surviving subsidiary corporation and the number of
shares of each
such class owned by the parent constituent
corporation. It shall
also set forth any statements and matters
that are required, and
may set forth any provision that is
permitted, in a merger under
section 1701.78 of the Revised Code. (C)(1) To effect the merger, the agreement shall be
approved
by the directors of each domestic constituent
corporation and
shall be adopted by the shareholders of each
domestic constituent
corporation in the same manner and with the
same notice to and
vote of shareholders or holders of a
particular class of shares as
is required by section 1701.78 of
the Revised Code, except that
the agreement need not be adopted
by the shareholders of the
surviving subsidiary corporation. If
any constituent corporation
is a foreign corporation, the
agreement shall be approved or
otherwise authorized by or on
behalf of each foreign constituent
corporation in accordance with
the laws of the state under which
it exists. (2) Within twenty days after the approval of the agreement
of merger by the directors of the surviving subsidiary
corporation, the surviving corporation shall deliver or send
written notice of such approval and a copy or summary of the
agreement to each shareholder of the surviving corporation, other
than the parent of the surviving corporation, of record as of the
date on which the directors of the surviving corporation approved
the agreement
by mail, overnight delivery service, or any other
means of communication authorized by the shareholder to whom the
notice and copy or summary are sent. (D) The approval of the agreement of merger by the
directors
of the surviving subsidiary corporation under this
section
constitutes adoption by the corporation.
Sec. 1701.86. (A) A corporation may be dissolved
voluntarily in the manner provided in this section, provided the
provisions of Chapter 1704. of the Revised Code do not prevent
the
dissolution from being effected. (B) A resolution of dissolution for a corporation shall
set
forth: (1) That the corporation elects to be dissolved; (2) Any additional provision considered necessary with
respect to the proposed dissolution and winding up. (C) 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 the amount of
that initial stated capital, the incorporators or a majority of
them may adopt, by a writing signed by them, a resolution of
dissolution. (D) The directors may adopt a resolution of dissolution in
the following cases: (1) When the corporation has been adjudged bankrupt or has
made a general assignment for the benefit of creditors; (2) By leave of the court, when a receiver has been
appointed in a general creditors' suit or in any suit in which
the
affairs of the corporation are to be wound up; (3) When substantially all of the assets have been sold at
judicial sale or otherwise; (4) When the articles have been canceled for failure to
file
annual franchise or excise tax returns or for failure to pay
franchise or excise taxes and the corporation has not been
reinstated or does not desire to be reinstated; (5) When the period of existence of the corporation
specified in its articles has expired. (E) The shareholders at a meeting held for such purpose
may
adopt a resolution of dissolution by the affirmative vote of
the
holders of shares entitling them to exercise two-thirds of
the
voting power of the corporation on such proposal or, if the
articles provide or permit, by the affirmative vote of a greater
or lesser proportion, though less than a majority, of such voting
power, and by such affirmative vote of the holders of shares of
any particular class as is required by the articles. Notice of
the meeting of the shareholders shall be given to all the
shareholders whether or not entitled to vote at it. (F) Upon the adoption of a resolution of dissolution, a
certificate shall be prepared, on a form prescribed by the
secretary
of state, setting forth the following: (1) The name of the corporation; (2) A statement that a resolution of dissolution has been
adopted; (3) A statement of the manner of adoption of such
resolution, and, in the case of its adoption by the incorporators
or directors, a statement of the basis for such adoption; (4) The place in this state where its principal office is
or
is to be located; (5) The names and addresses of its directors and officers,
unless the resolution of dissolution is adopted by the
incorporators, in which event the names and addresses of the
incorporators shall be set forth in the certificate; (6) The name and address of its statutory agent;
(7) The date of dissolution, if other than the filing date. (G) Such certificate shall be signed as follows: (1) When the resolution of dissolution is adopted by the
incorporators or a majority of them, the certificate shall be
signed by not less than a majority of them; (2) When the resolution is adopted by the directors or by
the shareholders, the certificate shall be signed by any
authorized
officer, unless
the officer fails to execute and file
such
certificate within thirty days after the
adoption of the
resolution or upon any date specified in the
resolution as the
date upon which such certificate is to be filed
or upon the
expiration of any period specified in the resolution
as the period
within which such certificate is to be filed,
whichever is latest,
in which event the certificate of
dissolution may be signed by any
three shareholders and shall set
forth a statement that the
persons signing the certificate are
shareholders and are filing
the certificate because of the
failure of the officers to do so. (H) A certificate of dissolution, filed with the secretary
of state, shall be accompanied by: (1) An affidavit of one or more of the persons executing
the
certificate of dissolution or of an officer of the
corporation
containing a statement of the counties, if any, in
this state in
which the corporation has personal property or a
statement that
the corporation is of a type required to pay
personal property
taxes to state authorities only; (2) A receipt, certificate, or other evidence showing the
payment of all franchise, sales, use, and highway use taxes
accruing up to the date of such filing
or, if applicable, to the
later date specified in the certificate of dissolution in
accordance with division (F) of this section, or that such payment
has
been adequately guaranteed; (3) A receipt, certificate, or other evidence showing the
payment of all personal property taxes accruing up to the date of
such filing
or, if applicable, to the later date specified in the
certificate of dissolution in accordance with division (F) of this
section, or that such payment has been adequately guaranteed; (4) A receipt, certificate, or other evidence from the
director of job and family
services showing that all contributions
due
from the corporation as an employer have been paid, or that
such
payment has been adequately guaranteed, or that the
corporation
is not subject to such contributions; (5) A receipt, certificate, or other evidence from the
bureau of workers' compensation showing that all premiums due
from
the corporation as an employer have been paid, or that such
payment has been adequately guaranteed, or that the corporation
is
not subject to such premium payments; (6) In lieu of the receipt, certificate, or other evidence
described in division (H)(2), (3), (4), or (5) of this section,
an
affidavit of one or more persons executing the certificate of
dissolution or of an officer of the corporation containing a
statement of the date upon which the particular department,
agency, or authority was advised in writing of the scheduled
effective date
of filing of the
certificate of dissolution and was
advised in
writing of the acknowledgment by the corporation of the
applicability of the provisions of section 1701.95 of the Revised
Code. (I) Upon the filing of a certificate of dissolution and
such
accompanying documents
or on a later date specified in the
certificate that is not more than ninety days after the filing,
the
corporation shall be dissolved.
Sec. 1701.93. (A) No officer, director, employee, or
agent
of a corporation shall, either alone or with another or
others,
with intent to deceive: (1) Make, issue, deliver,
transmit by mail, or publish, or
send by mail or by any other means of communication any
prospectus, report, circular, certificate, statement, balance
sheet, exhibit, or document, respecting the shares, assets,
liabilities, capital, business, dividends or distributions,
earnings, or accounts of a corporation,
which
that is false in any
material respect, knowing
such
the statement to be false; (2) Having charge of any books, minutes, records, or
accounts of a corporation, make
therein
in them any entry
which
that is false
in any material respect, knowing
such
the entry to
be false, or
remove, erase, alter, or cancel any entry
therein
in
them, knowing that
the entries resulting
therefrom
from them will
be false. (B) Whoever violates this section shall be personally
liable, jointly and severally, with all other persons
participating with
him
the offender in any
such act
of that type,
to any
person for any
damage actually suffered and proximately
resulting from
such
the act. (C) No action to enforce a liability under this section
shall be brought after four years from the time of the act
complained of. (D) Remedies under this section are not exclusive of other
remedies at common law or under other statutes.
Sec. 1701.94. (A) Every corporation
which
that fails to: (1) Keep the books of account, minutes of proceedings, or
records of
shareholders as required by section 1701.37 of the
Revised Code; (2) Comply with division (C) of section 1701.11 of the
Revised Code with
respect to mailing a copy of an amendment to, or
copy of new, regulations; (3) Perform the obligation imposed on it by division (C) of
section 1701.25
of the Revised Code; (4)
Mail
Send to any shareholder making written request
therefor, within the
period provided for in division (C) of
section 1701.38 of the Revised Code, a
copy of the financial
statement referred to in that section; (5) Lay before the shareholders
or make available in the
manner provided for in division (D) of section 1701.38 of the
Revised Code at a proper meeting of shareholders, upon
request of
any shareholder at such meeting, such financial statement; (6) Produce at a meeting of shareholders, upon request of
any shareholder at
such meeting, the list or lists of shareholders
required by section 1701.37 of
the Revised Code; shall be subject
to a forfeiture of one hundred dollars and
in cases under
paragraphs (1), (2), (3), and (4) to a further forfeiture of
ten
dollars for every day that such failure continues, beginning, in
cases
under paragraphs (1) or (2), with the fifth day after
written request by a
shareholder that the corporation comply with
said respective paragraphs, and
in cases under paragraphs (3) and
(4) beginning with the day following the day
on which the
corporation becomes delinquent in complying with said paragraph,
which amount shall be paid to every shareholder making such
request. The
right of a shareholder to enforce any such
forfeiture is in addition to all
other remedies. (B) If any officer charged with one of the duties specified
in division (A)
of this section fails to perform such duty after
written request by any
shareholder,
he
the officer shall be
subject to a forfeiture of
one hundred dollars, and
to the further
forfeiture of ten dollars for every day that such default
continues, beginning in cases under paragraphs (1), (2), (3), and
(4) of
division (A) on the same respective days as are provided
for in division (A),
which amount shall be paid to each
shareholder making such request. The right
of each shareholder to
enforce any such forfeiture is in addition to all
other remedies. (C) The court in which an action is brought to enforce any
forfeiture under
this section may reduce, remit, or suspend such
forfeiture on such terms as it
deems reasonable when it appears
that the failure was excusable or that the
imposition of the full
forfeiture would be unreasonable or unjust. Sec. 1702.04. (A) Any person, singly or jointly with
others, and without regard to residence, domicile, or state of
incorporation, may form a corporation by signing and filing with
the secretary of state articles of incorporation, which shall set
forth the following: (1) The name of the corporation; (2) The place in this state where the principal office of
the corporation is to be located; (3) The purpose or purposes for which the corporation is
formed. (B) The articles also may set forth the following: (1) The names of individuals who are to serve as the initial
directors; (2) The names of any persons or the designation of any
group
of persons who are to be the initial members; (3) Any qualification of membership and the classification
of members; (4) A provision to the effect that the corporation shall
be
subordinate to and subject to the authority of any head or
national association, lodge, order, beneficial association,
fraternal or beneficial society, foundation, federation, or any
other nonprofit corporation, society, organization, or
association; (5) Any lawful provision for the purpose of defining,
limiting, or regulating the exercise of the authority of the
corporation, the incorporators, the directors, the
officers, the
members, or any class of members, or creating or defining rights
and privileges of the members among themselves or in the property
of the corporation, or governing the distribution of assets on
dissolution; (6) Any provision that may be set
forth in the
regulations; (7) A provision specifying the period of existence of the
corporation if it is to be otherwise than perpetual; (8) Any additional provision permitted by this chapter. (C) A written appointment of a statutory agent for the
purposes set forth in section 1702.06 of the Revised Code shall
be
filed with the articles, unless the corporation belongs to one
of
the classes mentioned in division (N) of that section. (D) The legal existence of the corporation
shall begin
begins upon
the filing of the articles
or on a later date
specified in
the articles that is not more than ninety days after
the filing,
and, unless the articles
otherwise
provide, its period
of
existence shall be perpetual. Sec. 1702.47. (A) A corporation may be dissolved
voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall
set
forth: (1) That the corporation elects to be dissolved; (2) Any additional provision deemed necessary with respect
to the proposed dissolution and winding up. (C) The directors may adopt a resolution of
dissolution in
the following cases: (1) When the corporation has been adjudged bankrupt or has
made a general assignment for the benefit of creditors; (2) By leave of the court, when a receiver has been
appointed in a general creditors' suit or in any suit in which
the
affairs of the corporation are to be wound up; (3) When substantially all of the assets have been sold at
judicial sale or otherwise; (4) When the period of existence of the corporation
specified in its articles has expired. (D) The voting members at a meeting held for such purpose
may adopt a resolution of dissolution by the affirmative vote of
a
majority of the voting members present in person or, if permitted,
by
mail or by proxy, if a quorum is present
or, if the articles or
the regulations provide or permit, by the
affirmative vote of a
greater or lesser proportion or number of
the voting members, and
by such affirmative vote of the voting
members of any particular
class as is required by the articles or
the regulations. Notice
of the meeting of the members shall be
given to all the members
entitled to vote thereat. (E) Upon the adoption of a resolution of dissolution, a
certificate shall be prepared, on a form prescribed by the
secretary
of state, setting forth the following: (1) The name of the corporation; (2) A statement that a resolution of dissolution has been
adopted; (3) A statement of the manner of adoption of such
resolution, and, in the case of its adoption by the
directors, a
statement of the basis for such adoption; (4) The place in this state where its principal office is
or
is to be located; (5) The names and addresses of its directors and
officers; (6) The name and address of its statutory agent; (7) The date of dissolution, if other than the filing date. (F) Such certificate shall be signed by any authorized
officer, unless
the officer fails to execute and file such
certificate within thirty days after the
adoption of the
resolution, or upon any date specified in the
resolution as the
date upon which such certificate is to be
filed, or upon the
expiration of any period specified in the
resolution as the period
within which such certificate is to be
filed, whichever is latest,
in which event the certificate of
dissolution may be signed by any
three voting members and shall
set forth a statement that the
persons signing the certificate
are voting members and are filing
the certificate because of the
failure of the officers to do so. (G) A certificate of dissolution, filed with the secretary
of state, shall be accompanied by: (1) An affidavit of one or more of the persons executing
the
certificate of dissolution or of an officer of the
corporation
containing a statement of the counties, if any, in
this state in
which the corporation has personal property subject
to personal
property taxes or a statement that the corporation is
of a type
required to pay personal property taxes to state
authorities only; (2) A receipt, certificate, or other evidence showing the
payment of all personal property taxes accruing up to the date of
such filing
or, if applicable, to the later date specified in the
certificate of dissolution in accordance with division (E) of this
section, unless the affidavit provided for in division (G)(1)
of
this
section states that the corporation has in this state
no
personal property subject to personal property taxes; (3) A receipt, certificate, or other evidence from the
director of job and family
services showing that all contributions
due
from the corporation as an employer have been paid, or that
such
payment has been adequately guaranteed, or that the
corporation
is not subject to such contributions; (4) A receipt, certificate, or other evidence showing the
payment of all sales, use, and highway use taxes accruing up to
the date of such filing
or, if applicable, to the later date
specified in the certificate of dissolution in accordance with
division (E) of this section, or that such payment has been
adequately
guaranteed; (5) In lieu of the receipt, certificate, or other evidence
described in division (G)(2), (3), or (4) of this section, an
affidavit of one or more of the persons executing the certificate
of dissolution or of an officer of the corporation containing a
statement of the date upon which the particular department,
agency, or authority was advised in writing of the scheduled
effective date
of the
filing of the certificate of dissolution and
was advised
in
writing of the acknowledgement by the corporation
of the
applicability of section 1702.55 of the Revised Code. (H) Upon the filing of a certificate of dissolution and
such
accompanying documents
or on a later date specified in the
certificate that is not more than ninety days after the filing,
the corporation shall be dissolved.
Sec. 1703.06. Any person intending to organize a
corporation
under the laws
of another state, or any foreign
corporation
intending to transact business in
this state or
intending to
change its name, may file in the office of the
secretary of state,
in writing and on a form prescribed by the
secretary of
state, an
application for the exclusive use of a name
to be used by
such
that proposed or existing foreign corporation.
If the secretary
of
state finds that such a name is proper under
section 1703.04 of
the
Revised Code, the secretary of state shall
indorse
the
secretary of state's approval upon
such
the
application, and from
the date of
such
that indorsement
such
the
applicant shall have
the exclusive use of
such
that name for a
period of
sixty
one
hundred eighty days. The rights so secured
may be
transferred by
the holder
thereof
of the rights by filing
in the office of the
secretary of
state a written transfer setting
forth the name and
address of the transferee.
Every
such
application
under this
section shall be accompanied by a fee of
five
fifty dollars, which
shall be returned in the event that the
application is not
approved.
Sec. 1705.04. (A) One or more persons, without regard to
residence, domicile, or state of organization, may form a limited
liability company. The
company is
formed when one or more persons
or their authorized representative signs and
files
articles of
organization shall be signed and filed with the secretary of
state
articles of organization that
and shall set forth all of the
following: (1) The name of the company; (2) Except as provided in division (B) of this section,
the
period of its duration, which may be perpetual; (3) Any other provisions that are from the operating
agreement or that are not inconsistent with applicable law and
that the members elect to set out in the articles for the
regulation of the affairs of the company.
The legal existence of the company begins upon the filing of
the articles of organization or on a later date specified in the
articles of organization that is not more than ninety days after
the filing. (B) If the articles of organization or operating agreement
do not set
forth the
period of the duration of the limited
liability company, its
duration shall be perpetual. (C) If a limited liability company is formed under this
chapter for the purpose of rendering a professional service,
the
kinds of professional services authorized under Chapters
4703. and
4733. of the Revised Code, or a combination of the
professional
services of optometrists authorized under Chapter 4725.
of the
Revised Code, chiropractors authorized under Chapter 4734. of the
Revised Code,
psychologists authorized under
Chapter 4732. of the
Revised Code, registered or licensed
practical nurses authorized
under
Chapter 4723. of the Revised Code, pharmacists authorized
under Chapter
4729. of the Revised Code, physical therapists
authorized
under sections 4755.40 to 4755.53 of the Revised Code,
mechanotherapists
authorized under section 4731.151 of the Revised
Code, and doctors
of medicine and surgery, osteopathic medicine
and surgery, or
podiatric medicine and surgery authorized under
Chapter 4731.
of the Revised Code, the following apply: (1) Each member, employee, or other agent of the company
who
renders a professional service in this state and, if the
management of the company is not reserved to its members, each
manager of the company who renders a professional service in this
state shall be licensed, certificated, or otherwise
legally
authorized to render
in this state the same kind of professional
service; if
applicable, the kinds of professional services
authorized under
Chapters 4703. and 4733. of the Revised Code; or,
if applicable,
any of the kinds of professional services of
optometrists authorized under
Chapter 4725. of the Revised Code,
chiropractors
authorized under Chapter 4734. of the Revised Code,
psychologists authorized under
Chapter 4732. of the Revised Code,
registered or licensed
practical nurses authorized under
Chapter
4723. of the Revised Code, pharmacists authorized under Chapter
4729. of the Revised Code, physical therapists authorized
under
sections 4755.40 to 4755.53 of the Revised Code, mechanotherapists
authorized under section 4731.151 of the Revised Code, or
doctors
of medicine and surgery, osteopathic medicine and surgery, or
podiatric medicine and surgery authorized under Chapter 4731. of
the Revised
Code. (2) Each member, employee, or other agent of the company
who
renders a professional service in another state and, if the
management of the company is not reserved to its members, each
manager of the company who renders a professional service in
another state shall be licensed, certificated, or
otherwise
legally authorized
to render that professional service in the
other state. (D) Except for the provisions of this chapter pertaining
to
the personal liability of members, employees, or other agents
of a
limited liability company and, if the management of the
company is
not reserved to its members, the personal liability of
managers of
the company, this chapter does not restrict, limit,
or otherwise
affect the authority or responsibilities of any
agency, board,
commission, department, office, or other entity to
license,
certificate, register, and otherwise regulate the
professional
conduct of individuals or organizations of any kind rendering
professional services in this state or to regulate the practice
of
any profession that is within the jurisdiction of the agency,
board, commission, department, office, or other entity,
notwithstanding that the individual is a member or manager of a
limited liability company and is rendering the professional
services or engaging in the practice of the profession through
the
limited liability company or that the organization is a
limited
liability company. (E) No limited liability company formed
for the
purpose of
providing a combination of the professional services, as defined
in
section 1785.01 of the Revised Code, of optometrists authorized
under Chapter 4725.
of the Revised Code, chiropractors authorized
under Chapter 4734. of the Revised Code,
psychologists authorized
under Chapter 4732. of the Revised Code,
registered
or licensed
practical nurses authorized under Chapter 4723. of the Revised
Code,
pharmacists authorized under Chapter 4729. of the Revised
Code, physical therapists authorized under sections 4755.40 to
4755.53 of the Revised Code, mechanotherapists authorized under
section
4731.151 of the Revised Code, and doctors of medicine and
surgery, osteopathic
medicine and surgery,
or podiatric medicine
and surgery authorized under Chapter 4731.
of the Revised Code
shall
control the
professional clinical judgment exercised within
accepted and prevailing
standards of practice of a licensed,
certificated, or otherwise
legally authorized optometrist,
chiropractor, psychologist, nurse, pharmacist,
physical therapist,
mechanotherapist, or doctor
of medicine
and
surgery, osteopathic
medicine and surgery, or podiatric medicine and surgery
in
rendering care, treatment, or professional advice to an individual
patient. This division does not prevent a hospital, as defined in
section 3727.01
of the Revised
Code, insurer, as defined in
section 3999.36
of the Revised
Code, or intermediary organization,
as defined
in section 1751.01 of the Revised
Code, from entering
into a contract with a
limited liability company described in this
division that includes a provision
requiring utilization review,
quality assurance, peer review, or other
performance or quality
standards. Those activities shall not be construed as
controlling
the professional clinical judgment of an individual practitioner
listed in this division.
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, divisions
(B) and (C) 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
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.
Sec. 1785.06. A professional association, within
thirty days
after the thirtieth day of June in each
even-numbered year, shall
furnish
a
statement to the secretary of state showing the names
and
post-office addresses of all of the shareholders in the
association and
certifying that all of the shareholders are duly
licensed, certificated, or
otherwise legally authorized to render
within this state the same
professional service
for which the
association was organized or, in the case of a combination of
professional services described in division (B) of section 1785.01
of the Revised Code, to render within this state any of the
applicable types of
professional services for which the
association was organized. This
statement shall be made on a form
that the secretary of state shall prescribe,
shall be signed by an
officer of the association, and shall be filed in
the office of
the secretary of state. If any professional association fails to file the
annual
biennial
statement within the time required by this section, the
secretary
of
state shall give notice of the failure by certified
mail,
return
receipt requested, to the
last known address of the
association or its agent. If the
annual
biennial statement
is
not
filed
within thirty days after the mailing of the
notice, the
secretary
of state, upon the expiration of that
period, shall
cancel the
association's articles of
incorporation, give notice of
the
cancellation to the association by mail sent
to the last known
address
of the association or its agent, and make a notation
of
the cancellation on the records of the secretary of
state. A professional association whose articles have been
canceled
pursuant to this section may be reinstated by filing an
application for reinstatement and the required
annual
biennial
statement or
statements and
by paying
the reinstatement fee
specified in
division (Q) of
section 111.16 of the Revised Code.
The rights,
privileges, and franchises of a professional
association
whose
articles have been reinstated are subject to
section 1701.922 of
the
Revised Code. The secretary of state
shall inform the tax
commissioner of all cancellations and
reinstatements under this
section.
Sec. 5733.03. The annual corporation report shall include
statements of the following facts as of the date of the beginning
of the corporation's annual accounting period that includes the
first day of January of the tax year: (A) The name of the corporation; (B) The name of the state or country under the laws of
which
it is incorporated; (C) The location of its principal office and, in the case
of
a foreign corporation, the location of its principal place of
business in this state and the name and address of the officer or
agent of the corporation in charge of the business in this state; (D) The names of its president, secretary, treasurer, and
statutory agent in
this state,
with the post office address of
each; (E) The kind of business in which the corporation is
engaged; (F) The date of the beginning of the corporation's annual
accounting period that includes the first day of January of the
tax year; (G) All other information that the tax commissioner
requires
for the proper administration and enforcement of this
chapter. The tax commissioner may prescribe requirements as to the
keeping of records and other pertinent documents, the filing of
copies of federal income tax returns and determinations, and
computations reconciling federal income tax returns with the
report required by section 5733.02 or 5733.021 of the Revised
Code. The commissioner may require any corporation, by rule or
notice served on
such
that corporation, to keep
such
those records
as
that the
commissioner considers necessary to show whether, and
the extent to which,
a
corporation is subject to this chapter.
Such
Those records and other
documents shall be open during
business hours to the inspection
of the commissioner, and shall be
preserved for a period of four
years, unless the commissioner, in
writing, consents to their
destruction within that period, or by
order requires that they be
kept longer. Any information gained as the result of returns,
investigations, hearings, or verifications required or authorized
by
Chapter 5733. of the Revised Code
this chapter is confidential,
and no
person shall disclose such information, except for official
purposes, or as provided by division (B) of section 5703.21 or
section 5715.50
of
the Revised Code, or in accordance with a
proper judicial order.
The tax commissioner may furnish the
internal revenue service
with copies of returns filed. This
section does not prohibit the
publication of statistics in a form
which
that does not disclose
information with respect to
individual taxpayers. By the thirty-first day of March each year, the tax
commissioner shall
release
to the secretary of state the name and
address of each corporation and the
name
and
address of the
statutory agent of that corporation as indicated in the
corporation's annual report filed during the preceding calendar
year.
SECTION 2. That existing sections 111.16, 1329.58, 1701.04,
1701.07, 1701.11,
1701.25, 1701.37, 1701.38, 1701.40, 1701.41,
1701.42, 1701.51,
1701.54, 1701,61, 1701.69, 1701.70, 1701.71,
1701.73, 1701.80, 1701.801,
1701.86, 1701.93, 1701.94, 1702.04,
1702.47, 1703.06, 1705.04, 1775.64, 1785.06, and 5733.03 of the
Revised Code are hereby repealed.
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