The online versions of legislation provided on this website are not official. Enrolled bills are the final version passed by the Ohio General Assembly and presented to the Governor for signature. The official version of acts signed by the Governor are available from the Secretary of State's Office in the Continental Plaza, 180 East Broad St., Columbus.
|
Am. S. B. No. 98 As Reported by the Senate Civil Justice CommitteeAs Reported by the Senate Civil Justice Committee
130th General Assembly | Regular Session | 2013-2014 |
| |
Cosponsors:
Senators Eklund, Schiavoni, Seitz, Skindell, LaRose, Brown, Uecker
A BILL
To amend sections 1701.07, 1702.06, 1703.041,
1705.06, 1705.54, 1729.06, 1733.06, 1745.13,
1746.04, 1747.03, 1751.03, 1776.07, 1776.86,
1782.04, and 1782.49 of the Revised Code to expand
the list of entities that may serve as statutory
agents.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 1701.07, 1702.06, 1703.041,
1705.06, 1705.54, 1729.06, 1733.06, 1745.13, 1746.04, 1747.03,
1751.03, 1776.07, 1776.86, 1782.04, and 1782.49 of the Revised
Code be amended to read as follows:
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 shall be a one of the following:
(1) A natural person who is a resident of this state or may
be a;
(2) 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,
nonprofit corporation, limited liability company, partnership,
limited partnership, limited liability partnership, limited
partnership association, professional association, business trust,
or unincorporated nonprofit association that has a business
address in this state.
If the agent is an entity other than a
domestic corporation, the agent shall meet the requirements of
Title XVII of the Revised Code for an entity of the agent's type
to transact business or exercise privileges 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) 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 ordinary or
electronic mail to the corporation at the electronic mail address
provided to the secretary of state, or 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. 1702.06. (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 shall be a one of the following:
(1) A natural person who is a resident of this state, or may
be a;
(2) A domestic or foreign business 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, nonprofit
corporation, limited liability company, partnership, limited
partnership, limited liability partnership, limited partnership
association, professional association, business trust, or
unincorporated nonprofit association that has a business address
in this state. If the agent is an entity other than a domestic
corporation, the agent shall meet the requirements of Title XVII
of the Revised Code for an entity of the agent's type to transact
business or exercise privileges 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 signed by the incorporators of the
corporation or a majority of them and a written acceptance of the
appointment 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 that agent.
(E) 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 that
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 sixty days after such 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 such 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 such
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
triplicate 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 such delivery to the
corporation at its principal office as shown upon the record in
the secretary of state's office and also to the corporation at any
different address set forth in the above mentioned affidavit, and
shall forward to the corporation at each of those addresses, by
certified mail, with request for return receipt, a copy of such
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 such delivery and the
secretary of state's 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) 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.
(L) 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.
(M) Upon the failure of any 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 most recent statement of continued existence
filed in this state by the corporation. Unless the failure is
cured within thirty days after the mailing by the secretary of
state of the notice or within any further period the secretary of
state grants, upon the expiration of that period, 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 1702.60 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.
(N) 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. 1703.041. (A) Every foreign corporation for profit that
is licensed to transact business in this state, and every foreign
nonprofit corporation that is licensed to exercise its corporate
privileges in this state, shall have and maintain an agent,
sometimes referred to as the "designated agent," upon whom process
against the corporation may be served within this state. The agent
may shall be a one of the following:
(1) A natural person who is a resident of this state, or may
be a;
(2) A domestic corporation for profit or a foreign
corporation for profit holding a license under the laws of this
state that is authorized by its articles of incorporation to act
as an agent and, nonprofit corporation, limited liability company,
partnership, limited partnership, limited liability partnership,
limited partnership association, professional association,
business trust, or unincorporated nonprofit association that has a
business address in this state. If the agent is an entity other
than a domestic corporation, the agent shall meet the requirements
of Title XVII of the Revised Code for an entity of the agent's
type to transact business or exercise privileges in this state.
(B) The written appointment of a designated agent shall set
forth the name and address 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 such foreign
corporations and the names and addresses of their respective
agents.
(C) If the designated agent dies, removes from the state, or
resigns, the foreign corporation shall forthwith appoint another
agent and file in the office of the secretary of state, on a form
prescribed by the secretary of state, a written appointment of the
new agent.
(D) If the designated agent changes the agent's address from
that appearing upon the record in the office of the secretary of
state, the foreign corporation or the designated agent in its
behalf shall forthwith file with the secretary of state, on a form
prescribed by the secretary of state, a written statement setting
forth the agent's new address.
(E) A designated agent may resign by filing with the
secretary of state, on a form prescribed by the secretary of
state, a signed statement to that effect. The secretary of state
shall forthwith mail a copy of the statement to the foreign
corporation at its principal office as shown by the record in the
secretary of state's office. Upon the expiration of sixty days
after the filing, the authority of the agent shall terminate.
(F) A foreign corporation may revoke the appointment of a
designated 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.
(G) Process may be served upon a foreign corporation by
delivering a copy of it to its designated 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.
(H) This section does not limit or affect the right to serve
process upon a foreign corporation in any other manner permitted
by law.
(I) Every foreign corporation for profit shall state in each
annual report filed by it with the department of taxation the name
and address of its designated agent in this state.
Sec. 1705.06. (A) Each limited liability company shall
maintain continuously in this state an agent for service of
process on the company. The agent shall be an individual one of
the following:
(1) A natural person who is a resident of this state, a;
(2) A domestic corporation, or a foreign corporation holding
a license as a foreign corporation under the laws of, nonprofit
corporation, limited liability company, partnership, limited
partnership, limited liability partnership, limited partnership
association, professional association, business trust, or
unincorporated nonprofit association that has a business address
in this state. If the agent is an entity other than a domestic
corporation, the agent shall meet the requirements of Title XVII
of the Revised Code for an entity of the agent's type to transact
business or exercise privileges in this state.
(B)(1) The secretary of state shall not accept original
articles of organization of a limited liability company for filing
unless the articles are accompanied by both of the following:
(a) A written appointment of an agent as described in
division (A) of this section that is signed by an authorized
member, manager, or other representative of the limited liability
company;
(b) A written acceptance of the appointment that is signed by
the designated agent on a form prescribed by the secretary of
state.
(2) In cases not covered by division (B)(1) of this section,
the limited liability company shall appoint the agent described in
division (A) of this section and shall file with the secretary of
state, on a form prescribed by the secretary of state, a written
appointment of that agent that is signed as described in division
(K) of this section and a written acceptance of the appointment
that is signed by the designated agent.
(3) For purposes of divisions (B)(1) and (2) of this section,
the filed written acceptance of an agent's appointment shall be a
signed original document or a photocopy, facsimile, or similar
reproduction of a signed original document.
(C) The written appointment of an agent described in division
(A) of this section shall set forth the name of the agent and the
agent's address in this state, including the street and number or
other particular description of that address. It otherwise shall
be in the form that the secretary of state prescribes. The
secretary of state shall keep a record of the names of limited
liability companies and the names and addresses of their agents.
(D) If any agent described in division (A) of this section
dies, resigns, or moves outside of this state, the limited
liability company shall appoint forthwith another agent and file
with the secretary of state, on a form prescribed by the secretary
of state, a written appointment of the agent and acceptance of
appointment as described in division (B)(2) of this section.
(E) If the agent described in division (A) of this section
changes the agent's address from the address stated in the records
of the secretary of state, the agent or the limited liability
company shall file forthwith 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 described in division (A) of this section may
resign by filing with the secretary of state, on a form prescribed
by the secretary of state, a written notice of resignation that is
signed by the agent and by mailing a copy of that notice to the
limited liability company at the current or last known address of
its principal office. The notice shall be mailed to the company on
or prior to the date that the notice is filed with the secretary
of state and shall set forth the name of the company, 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 company's principal office, a statement of the resignation
of the agent, and a statement that a copy of the notice has been
sent to the company within the time and in the manner specified in
this division. The authority of the resigning agent terminates
thirty days after the filing of the notice with the secretary of
state.
(G) A limited liability company may revoke the appointment of
its agent described in division (A) of this section by filing with
the secretary of state, on a form prescribed by the secretary of
state, a written appointment of another agent and an acceptance of
appointment in the manner described in division (B)(2) of this
section and a statement indicating that the appointment of the
former agent is revoked.
(H)(1) Any legal process, notice, or demand required or
permitted by law to be served upon a limited liability company may
be served upon the company as follows:
(a) If the agent described in division (A) of this section is
an individual a natural person, by delivering a copy of the
process, notice, or demand to the agent;
(b) If the agent is not a corporation natural person, by
delivering a copy of the process, notice, or demand to the address
of the agent in this state as contained in the records of the
secretary of state.
(2) If the agent described in division (A) of this section
cannot be found or no longer has the address that is stated in the
records of the secretary of state or the limited liability company
has failed to maintain an agent as required by this section and if
the party or the agent or representative of the party that desires
service of the process, notice, or demand files with the secretary
of state an affidavit that states that one of those circumstances
exists and states the most recent address of the company that the
party who desires service has been able to ascertain after a
diligent search, then the service of the process, notice, or
demand upon the secretary of state as the agent of the company may
be initiated by delivering to the secretary of state four copies
of the process, notice, or demand accompanied by a fee of five
dollars. The secretary of state shall give forthwith notice of
that delivery to the company at either its principal office as
shown upon the secretary of state's records or at any different
address specified in the affidavit of the party desiring service
and shall forward to the company at either address by certified
mail, return receipt requested, a copy of the process, notice, or
demand. Service upon the company is made when the secretary of
state gives the notice and forwards the process, notice, or demand
as set forth in division (H)(2) of this section.
(I) The secretary of state shall keep a record of each
process, notice, and demand that pertains to a limited liability
company and that is delivered to the secretary of state's office
under this section or another law of this state that authorizes
service upon the secretary of state in connection with a limited
liability company. In that record, the secretary of state shall
record the time of each delivery of that type and the secretary of
state's subsequent action with respect to the process, notice, or
demand.
(J) This section does not limit or affect the right to serve
any process, notice, or demand upon a limited liability company in
any other manner permitted by law.
(K) The written appointment of an agent or a written
statement filed by the company with the secretary of state shall
be signed by an authorized member, manager, or other
representative of the company.
Sec. 1705.54. (A) Before transacting business in this state,
a foreign limited liability company shall register with the
secretary of state. The company shall register by submitting to
the secretary of state an application for registration as a
foreign limited liability company. The application shall be on a
form that is prescribed by the secretary of state, be signed by an
authorized representative of the company, and set forth all of the
following:
(1) The name of the company and, if different, the name under
which it is registered or organized in the state of its
organization;
(2) The state in which it was organized and the date of its
formation;
(3) The name and address of an agent for service of any
process, notice, or demand on the company. The appointed agent
shall be an individual one of the following:
(a) A natural person who is a resident of this state, a;
(b) A domestic
corporation, or a foreign corporation,
nonprofit corporation, limited liability company, partnership,
limited partnership, limited liability partnership, limited
partnership association, professional association, business trust,
or unincorporated nonprofit association that has a place of
business
and is authorized to do business address in this state.
If the agent is an entity other than a domestic corporation, the
agent shall meet the requirements of Title XVII of the Revised
Code for an entity of the agent's type to transact business or
exercise privileges in this state.
(4) A statement that the secretary of state is appointed the
agent of the company for service of any process, notice, or demand
on the company if an agent is not appointed as described in
division (A)(3) of this section or if an agent is appointed
pursuant to that division but the authority of that agent has been
revoked or the agent cannot be found or served after the exercise
of reasonable diligence;
(5) An address to which interested persons may direct
requests for copies of the articles of organization, operating
agreement, bylaws, or other charter documents of the company.
(B) Upon receipt of an application for registration as a
foreign limited liability company and the filing fee required by
law, the secretary of state shall accept the application for
filing and shall make a copy of the application for the secretary
of state's records by microfilm or by any authorized photostatic
or digitized process. Evidence of the filing shall be returned to
the company or its representative.
(C) Upon being filed in accordance with division (B) of this
section, an application for registration as a foreign limited
liability company shall be deemed to be the certificate of
registration of the applicant as a foreign limited liability
company authorized to transact business in this state.
Sec. 1729.06. (A) Two or more individuals may form an
association under this chapter.
(B)(1) Every association shall have and maintain a statutory
agent upon whom any process, notice, or demand against the
association may be served. The agent may shall be a one of the
following:
(a) A natural person who is a resident of this state or a;
(b) A domestic or foreign corporation that is authorized by
its articles of incorporation to act as such agent and, nonprofit
corporation, limited liability company, partnership, limited
partnership, limited liability partnership, limited partnership
association, professional association, business trust, or
unincorporated nonprofit association that has a business address
in this state. If the agent is an entity other than a domestic
corporation, the agent shall meet the requirements of Title XVII
of the Revised Code for an entity of the agent's type to transact
business or exercise privileges in this state.
(2) Whenever appointment or designation of a statutory agent
is required by this chapter, the appointment or designation shall
be on a form prescribed by the secretary of state for the
administration of this chapter and shall conform with section
1702.06 of the Revised Code.
Sec. 1733.06. Every credit union shall have and maintain a
statutory agent in accordance with section 1701.07 of the Revised
Code upon whom any process, notice, or demand required or
permitted by statute to be served upon a credit union may be
served. The agent shall be one of the following:
(A) A natural person who is a resident of this state;
(B) A domestic or foreign corporation, nonprofit corporation,
limited liability company, partnership, limited partnership,
limited liability partnership, limited partnership association,
professional association, business trust, or unincorporated
nonprofit association that has a business address in this state.
If the agent is an entity other than a domestic corporation, the
agent shall meet the requirements of Title XVII of the Revised
Code for an entity of the agent's type to transact business or
exercise privileges in this state.
Sec. 1745.13. (A) An unincorporated nonprofit association
may file in the office of the secretary of state a statement
appointing an agent authorized to receive service of process. The
agent may shall be a one of the following:
(1) A natural person who is a resident of this state or may
be a for profit;
(2) A domestic corporation or a for profit foreign
corporation holding a license as such under the laws of this state
and, nonprofit corporation, limited liability company,
partnership, limited partnership, limited liability partnership,
limited partnership association, professional association,
business trust, or unincorporated nonprofit association that has a
business address in this state. The If the agent is an entity
other than a domestic corporation, the agent shall meet the
requirements of Title XVII of the Revised Code for an entity of
the agent's type to transact business or exercise privileges in
this state.
The statement appointing an agent shall set forth the name of
the unincorporated nonprofit association and the name and address
in this state of the agent, including the street and number or
other particular description, and shall otherwise be in the form
that the secretary of state prescribes. The secretary of state
shall keep a record of the names of all unincorporated nonprofit
associations that have filed a statement appointing an agent
authorized to receive service of process and the names and
addresses of their respective agents.
(B) A statement appointing an agent authorized to receive
service of process under division (A) of this section shall be
signed by a person authorized to manage the affairs of the
unincorporated nonprofit association. The statement also shall be
signed by the person appointed as agent who accepts the
appointment. The appointed 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 association at the
current or last known address of its principal office on or prior
to the date that the notice is filed with the secretary of state.
Upon the expiration of thirty days after the filing, the authority
of the agent shall terminate.
(C) An unincorporated nonprofit association 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.
Sec. 1746.04. (A) Except as set forth in section 1746.03 of
the Revised Code, before transacting business in this state, a
business trust shall file in the office of the secretary of state,
on forms prescribed by the secretary of state, a report containing
the following information:
(1) A list of the names and addresses of its trustees;
(2) The address of its principal office;
(3) In the case of a foreign business trust, the address of
its principal office within this state, if any;
(4) The business names of the business trust, including any
fictitious or assumed names;
(5) The name and address within this state of a designated
agent upon whom process against the business trust may be served;
(6) The irrevocable consent of the business trust to service
of process upon its designated agent and to service of process
upon the secretary of state if, without the registration of
another agent with the secretary of state, its designated agent
has died, resigned, lost authority, dissolved, become
disqualified, or has removed from this state, or if its designated
agent cannot, with due diligence, be found.
Such report shall have attached as an exhibit an executed
copy of the trust instrument or a true and correct copy of it,
certified to be such by a trustee before an official authorized to
administer oaths or by a public official in another state in whose
office an executed copy is on file.
(B) Not more than ninety days after the occurrence of any
event causing any filing, including exhibits, made pursuant to
division (A) of this section, or any previous filing made pursuant
to this division, to be inaccurate or incomplete, there shall be
filed in the office of the secretary of state all information
necessary to maintain the accuracy and completeness of such
filing.
(C) The secretary of state shall charge and collect the fees
specified in division (T) of section 111.16 of the Revised Code
for each filing made under division (A) or (B) of this section,
except for filings under division (B) of this section pertaining
solely to division (A)(5) of this section, for which the secretary
of state shall charge and collect the fee specified in division
(R) of section 111.16 of the Revised Code.
(D) The trust instrument and other information filed in the
office of the secretary of state are matters of public record, and
persons dealing with a business trust are charged with
constructive notice of the contents of any such instrument or
information by reason of such filing.
(E) A copy of a trust instrument or other information filed
in the office of the secretary of state shall be accepted as
prima-facie evidence of the existence of the instrument or other
information and of its contents, and conclusive evidence of the
existence of such record.
(F) The agent designated pursuant to division (A)(5) of this
section shall be one of the following:
(1) A natural person who is a resident of this state;
(2) A domestic or foreign corporation, nonprofit corporation,
limited liability company, partnership, limited partnership,
limited liability partnership, limited partnership association,
professional association, business trust, or unincorporated
nonprofit association that has a business address in this state.
If the agent is an entity other than a domestic corporation, the
agent shall meet the requirements of Title XVII of the Revised
Code for an entity of the agent's type to transact business or
exercise privileges in this state.
Sec. 1747.03. (A) Before transacting real estate business in
this state, a real estate investment trust shall file the
following report in the office of the secretary of state, on forms
prescribed by the secretary of state:
(1) An executed copy of the trust instrument or a true and
correct copy of it, certified to be such by a trustee before an
official authorized to administer oaths or by a public official in
another state in whose office an executed copy is on file;
(2) A list of the names and addresses of its trustees;
(3) The address of its principal office;
(4) In the case of a foreign real estate investment trust,
the address of its principal office within this state, if any;
(5) The business name of the trust;
(6) The name and address within this state of a designated
agent upon whom process against the trust may be served;
(7) The irrevocable consent of the trust to service of
process on its designated agent and to service of process upon the
secretary of state if, without the registration of another agent
with the secretary of state, its designated agent has died,
resigned, lost authority, dissolved, become disqualified, or has
removed from this state, or if its designated agent cannot, with
due diligence, be found;
(8) Not more than ninety days after the occurrence of any
event causing any filing made pursuant to divisions (A)(2) to (6)
of this section, or any previous filing made pursuant to this
division, to be inaccurate or incomplete, all information
necessary to maintain the accuracy and completeness of such
filing.
(B) For filings under this section, the secretary of state
shall charge and collect the fee specified in division (T) of
section 111.16 of the Revised Code, except for filings under
division (A)(8) of this section pertaining solely to division
(A)(6) of this section, for which the secretary of state shall
charge and collect the fee specified in division (R) of section
111.16 of the Revised Code.
(C) All persons shall be given the opportunity to acquire
knowledge of the contents of the trust instrument and other
information filed in the office of the secretary of state, but no
person dealing with a real estate investment trust shall be
charged with constructive notice of the contents of any such
instrument or information by reason of such filing.
(D) A copy of a trust instrument or other information filed
in the office of the secretary of state is prima-facie evidence of
the existence of the instrument or other information and of its
contents, and is conclusive evidence of the existence of such
record.
(E) The agent designated pursuant to division (A)(6) of this
section shall be one of the following:
(1) A natural person who is a resident of this state;
(2) A domestic or foreign corporation, nonprofit corporation,
limited liability company, partnership, limited partnership,
limited liability partnership, limited partnership association,
professional association, business trust, or unincorporated
nonprofit association that has a business address in this state.
If the agent is an entity other than a domestic corporation, the
agent shall meet the requirements of Title XVII of the Revised
Code for an entity of the agent's type to transact business or
exercise privileges in this state.
Sec. 1751.03. (A) Each application for a certificate of
authority under this chapter shall be verified by an officer or
authorized representative of the applicant, shall be in a format
prescribed by the superintendent of insurance, and shall set forth
or be accompanied by the following:
(1) A certified copy of the applicant's articles of
incorporation and all amendments to the articles of incorporation;
(2) A copy of any regulations adopted for the government of
the corporation, any bylaws, and any similar documents, and a copy
of all amendments to these regulations, bylaws, and documents. The
corporate secretary shall certify that these regulations, bylaws,
documents, and amendments have been properly adopted or approved.
(3) A list of the names, addresses, and official positions of
the persons responsible for the conduct of the applicant,
including all members of the board, the principal officers, and
the person responsible for completing or filing financial
statements with the department of insurance, accompanied by a
completed original biographical affidavit and release of
information for each of these persons on forms acceptable to the
department;
(4) A full and complete disclosure of the extent and nature
of any contractual or other financial arrangement between the
applicant and any provider or a person listed in division (A)(3)
of this section, including, but not limited to, a full and
complete disclosure of the financial interest held by any such
provider or person in any health care facility, provider, or
insurer that has entered into a financial relationship with the
health insuring corporation;
(5) A description of the applicant, its facilities, and its
personnel, including, but not limited to, the location, hours of
operation, and telephone numbers of all contracted facilities;
(6) The applicant's projected annual enrollee population over
a three-year period;
(7) A clear and specific description of the health care plan
or plans to be used by the applicant, including a description of
the proposed providers, procedures for accessing care, and the
form of all proposed and existing contracts relating to the
administration, delivery, or financing of health care services;
(8) A copy of each type of evidence of coverage and
identification card or similar document to be issued to
subscribers;
(9) A copy of each type of individual or group policy,
contract, or agreement to be used;
(10) The schedule of the proposed contractual periodic
prepayments or premium rates, or both, accompanied by appropriate
supporting data;
(11) A financial plan which provides a three-year projection
of operating results, including the projected expenses, income,
and sources of working capital;
(12) The enrollee complaint procedure to be utilized as
required under section 1751.19 of the Revised Code;
(13) A description of the procedures and programs to be
implemented on an ongoing basis to assure the quality of health
care services delivered to enrollees, including, if applicable, a
description of a quality assurance program complying with the
requirements of sections 1751.73 to 1751.75 of the Revised Code;
(14) A statement describing the geographic area or areas to
be served, by county;
(15) A copy of all solicitation documents;
(16) A balance sheet and other financial statements showing
the applicant's assets, liabilities, income, and other sources of
financial support;
(17) A description of the nature and extent of any
reinsurance program to be implemented, and a demonstration that
errors and omission insurance and, if appropriate, fidelity
insurance, will be in place upon the applicant's receipt of a
certificate of authority;
(18) Copies of all proposed or in force related-party or
intercompany agreements with an explanation of the financial
impact of these agreements on the applicant. If the applicant
intends to enter into a contract for managerial or administrative
services, with either an affiliated or an unaffiliated person, the
applicant shall provide a copy of the contract and a detailed
description of the person to provide these services. The
description shall include that person's experience in managing or
administering health care plans, a copy of that person's most
recent audited financial statement, and a completed biographical
affidavit on a form acceptable to the superintendent for each of
that person's principal officers and board members and for any
additional employee to be directly involved in providing
managerial or administrative services to the health insuring
corporation. If the person to provide managerial or administrative
services is affiliated with the health insuring corporation, the
contract must provide for payment for services based on actual
costs.
(19) A statement from the applicant's board that the admitted
assets of the applicant have not been and will not be pledged or
hypothecated;
(20) A statement from the applicant's board that the
applicant will submit monthly financial statements during the
first year of operations;
(21) The name and address of the applicant's Ohio statutory
agent for service of process, notice, or demand;
(22) Copies of all documents the applicant filed with the
secretary of state;
(23) The location of those books and records of the applicant
that must be maintained, which books and records shall be
maintained in Ohio if the applicant is a domestic corporation, and
which may be maintained either in the applicant's state of
domicile or in Ohio if the applicant is a foreign corporation;
(24) The applicant's federal identification number, corporate
address, and mailing address;
(25) An internal and external organizational chart;
(26) A list of the assets representing the initial net worth
of the applicant;
(27) If the applicant has a parent company, the parent
company's guaranty, on a form acceptable to the superintendent,
that the applicant will maintain Ohio's minimum net worth. If no
parent company exists, a statement regarding the availability of
future funds if needed.
(28) The names and addresses of the applicant's actuary and
external auditors;
(29) If the applicant is a foreign corporation, a copy of the
most recent financial statements filed with the insurance
regulatory agency in the applicant's state of domicile;
(30) If the applicant is a foreign corporation, a statement
from the insurance regulatory agency of the applicant's state of
domicile stating that the regulatory agency has no objection to
the applicant applying for an Ohio license and that the applicant
is in good standing in the applicant's state of domicile;
(31) Any other information that the superintendent may
require;
(32) Documentation acceptable to the superintendent of the
bond or securities required by section 1751.271 of the Revised
Code.
(B)(1) A health insuring corporation, unless otherwise
provided for in this chapter or in section 3901.321 of the Revised
Code, shall file a timely notice with the superintendent
describing any change to the corporation's articles of
incorporation or regulations, or any major modification to its
operations as set out in the information required by division (A)
of this section that affects any of the following:
(a) The solvency of the health insuring corporation;
(b) The health insuring corporation's continued provision of
services that it has contracted to provide;
(c) The manner in which the health insuring corporation
conducts its business.
(2) If the change or modification is to be the result of an
action to be taken by the health insuring corporation, the notice
shall be filed with the superintendent prior to the health
insuring corporation taking the action. The action shall be deemed
approved if the superintendent does not disapprove it within sixty
days of filing.
(3) The filing of a notice pursuant to division (B)(1) or (2)
of this section shall also serve as the submission of a notice
when required for the superintendent's review for purposes of
section 3901.341 of the Revised Code, if the notice contains all
of the information that section 3901.341 of the Revised Code
requires for such submissions and a copy of any written agreement.
The filing of such a notice, for the purpose of satisfying this
division and section 3901.341 of the Revised Code, shall be
subject to the sixty-day review period of division (B)(2) of this
section.
(C)(1) No health insuring corporation shall expand its
approved service area until a copy of the request for expansion,
accompanied by documentation of the network of providers, forms of
all proposed or existing provider contracts relating to the
delivery of health care services, a schedule of proposed
contractual periodic prepayments and premium rates for group
contracts accompanied by appropriate supporting data, enrollment
projections, plan of operation, and any other changes have been
filed with the superintendent.
(2) Within seventy-five days after the superintendent's
receipt of a complete filing under division (C)(1) of this
section, the superintendent shall determine whether the plan for
expansion is lawful, fair, and reasonable.
If the superintendent has not approved or disapproved all or
a portion of a service area expansion within the seventy-five-day
period, the filing shall be deemed approved.
(3) Disapproval of all or a portion of the filing shall be
effected by written notice, which shall state the grounds for the
order of disapproval and shall be given in accordance with Chapter
119. of the Revised Code.
(D) The agent named under division (A)(21) of this section
shall be one of the following:
(1) A natural person who is a resident of this state;
(2) A domestic or foreign corporation, nonprofit corporation,
limited liability company, partnership, limited partnership,
limited liability partnership, limited partnership association,
professional association, business trust, or unincorporated
nonprofit association that has a business address in this state.
If the agent is an entity other than a domestic corporation, the
agent shall meet the requirements of Title XVII of the Revised
Code for an entity of the agent's type to transact business or
exercise privileges in this state.
Sec. 1776.07. (A) Any partnership that maintains an effective
statement of partnership authority under section 1776.33 of the
Revised Code shall maintain continuously in this state an agent
for service of process on the partnership. The agent shall be an
individual one of the following:
(1) A natural person who is a resident of this state, a;
(2) A domestic
corporation, or a foreign corporation holding
a license as a foreign corporation under the laws of, nonprofit
corporation, limited liability company, partnership, limited
partnership, limited liability partnership, limited partnership
association, professional association, business trust, or
unincorporated nonprofit association that has a business address
in this state.
If the agent is an entity other than a domestic
corporation, the agent shall meet the requirements of Title XVII
of the Revised Code for an entity of the agent's type to transact
business or exercise privileges in this state.
(B) The secretary of state shall not accept an original
statement of partnership authority for filing unless the statement
of partnership authority includes a written appointment of an
agent as this section requires and a written acceptance of the
appointment signed by the designated agent.
(C) If an agent dies, resigns, or moves outside of this
state, the partnership shall appoint forthwith another agent and
file with the secretary of state an amendment to its statement of
partnership authority appointing a new agent and including a
written acceptance of the appointment that is signed by the
designated agent.
(D) If the address of an agent changes from that stated in
the records of the secretary of state, the partnership forthwith
shall file with the secretary of state an amendment to its
statement of partnership authority setting forth the new address.
(E) An agent may resign by filing a written and signed notice
of resignation with the secretary of state on a form the secretary
prescribes and mailing a copy of that notice to the partnership.
The agent shall mail the copy of the notice to the partnership at
the current or last known address of its principal office on or
prior to the date that the agent files the notice with the
secretary of state. The notice shall include the name of the
partnership, 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 partnership's principal
office, a statement of the resignation of the agent, and a
statement that a copy of the notice was provided to the
partnership within the time and in the manner specified in this
division. The resigning agent's authority terminates thirty days
after filing the notice with the secretary of state.
(F) A partnership may revoke the appointment of its agent by
filing with the secretary of state an amendment to its statement
of partnership authority indicating that the appointment of the
former agent is revoked and that a new agent is appointed. A
written acceptance signed by the new designated agent shall
accompany the filing.
(G)(1) Any legal process, notice, or demand required or
permitted by law to be served upon a partnership with an effective
statement of partnership authority may be served upon the
partnership as follows:
(a) If its agent is an individual a natural person, by
delivering a copy of the process, notice, or demand to the agent;
(b) If its agent is not a corporation natural person, by
delivering a copy of the process, notice, or demand to the address
of the agent in this state as contained in the records of the
secretary of state.
(2)(a) If its agent cannot be found or no longer has the
address stated in the records of the secretary of state or the
partnership has failed to maintain an agent as this section
requires, and the party, agent, or representative that desires
service files with the secretary of state an affidavit stating
that one of those circumstances exists and the most recent address
of the partnership ascertained after a diligent search, then
service upon the secretary of state as the agent of the
partnership may be initiated by delivering to the secretary of
state four copies of the process, notice, or demand accompanied by
a fee of not less than five and not more than seven dollars, as
determined by the secretary of state.
(b) The secretary of state forthwith shall give notice of
that delivery to the partnership at either its principal office as
shown upon the secretary of state's records or at any different
address specified in the affidavit of the party desiring service
and shall forward to the partnership at either address by
certified mail, return receipt requested, a copy of the process,
notice, or demand.
(c) Service upon the partnership is made when the secretary
of state gives the notice and forwards the process, notice, or
demand as set forth in division (G)(2) of this section.
(H) The secretary of state shall keep a record of each
process, notice, and demand that pertains to a partnership and
that is delivered to the secretary of state's office under this
section or another law of this state that authorizes service upon
the secretary of state in connection with a partnership. In that
record, the secretary shall record the time of each delivery of
that type and the secretary's subsequent action with respect to
the process, notice, or demand.
(I) Nothing in this section limits or affects the right to
serve process in any other manner now or hereafter provided by
law. This section is an extension of, and not a limitation upon,
the right otherwise existing of service of legal process.
Sec. 1776.86. (A) A foreign limited liability partnership
shall file a statement of foreign qualification with the secretary
of state prior to transacting any business in this state. The
statement shall contain all of the following:
(1) The name of the foreign limited liability partnership.
The name shall satisfy the requirements of the state or other
jurisdiction under whose law it is formed and shall end with
"registered limited liability partnership," "limited liability
partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."
(2) The street address of the partnership's chief executive
office and, if the partnership's chief executive office is not in
this state, the street address of any partnership office in this
state;
(3) If there is no office of the partnership in this state,
the name and street address of the partnership's agent for service
of process;
(4) Any deferred effective date;
(5) Evidence of existence in its jurisdiction of origin.
(B) The agent of a foreign limited liability partnership for
service of process shall be an individual one of the following:
(1) A natural person who is a resident of this state or
another person authorized to do;
(2) A domestic or foreign corporation, nonprofit corporation,
limited liability company, partnership, limited partnership,
limited liability partnership, limited partnership association,
professional association, business trust, or unincorporated
nonprofit association that has a business address in this state.
If the agent is an entity other than a domestic corporation, the
agent shall meet the requirements of Title XVII of the Revised
Code for an entity of the agent's type to transact business or
exercise privileges in this state.
(C) The status of a partnership as a foreign limited
liability partnership is effective on the later of the filing of
the statement of foreign qualification or a date specified in the
statement. The status remains effective, regardless of changes in
the partnership, until it is canceled pursuant to division (D) of
section 1776.05 of the Revised Code or revoked pursuant to section
1776.83 of the Revised Code.
(D) An amendment or cancellation of a statement of foreign
qualification is effective when it is filed or on a deferred
effective date specified in the amendment or cancellation.
Sec. 1782.04. (A) Each limited partnership shall maintain
continuously in this state an agent for service of process on the
limited partnership. The agent shall be a one of the following:
(1) A
natural person who is a resident of this state, a;
(2) A domestic
corporation, or a foreign corporation holding
a license as such under the laws of, nonprofit corporation,
limited liability company, partnership, limited partnership,
limited liability partnership, limited partnership association,
professional association, business trust, or unincorporated
nonprofit association that has a business address in this state.
If the agent is an entity other than a domestic corporation, the
agent shall meet the requirements of Title XVII of the Revised
Code for an entity of the agent's type to transact business or
exercise privileges in this state.
(B) The secretary of state shall not accept a certificate of
limited partnership for filing unless there is filed with the
certificate a written appointment of an agent that is signed by
the general partners of the limited partnership and a written
acceptance of the appointment that is signed by the agent, or
unless there is filed a written appointment of an agent that is
signed by any authorized officer of the limited partnership 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.
In the discretion of the secretary of state, an original
appointment of statutory agent may be submitted on the same form
as the certificate of limited partnership but shall not be
considered a part of the certificate.
(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 the form the secretary of state prescribes. The secretary of
state shall keep a record of the names of limited partnerships,
and the names and addresses of their respective agents.
(D) If any agent dies, removes from the state, or resigns,
the limited partnership 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 new agent.
(E) If the agent changes the agent's address from that
appearing upon the record in the office of the secretary of state,
the limited partnership or the agent forthwith shall 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 limited partnership at its current or
last known address or 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 limited partnership, 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 limited partnership's principal office, the resignation of
the agent, and a statement that a copy of the notice has been sent
to the limited partnership 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 limited partnership 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) Except when an original appointment of an agent is filed
with the certificate of limited partnership, a written appointment
of an agent or a written statement filed by a limited partnership
with the secretary of state shall be signed by any authorized
officer of the limited partnership, or the general partners of the
limited partnership, or a majority of them.
Sec. 1782.49. Before transacting business in this state, a
foreign limited partnership shall register with the secretary of
state. In order to register, a foreign limited partnership shall
submit to the secretary of state an application for registration
as a foreign limited partnership. The application shall be on a
form prescribed by the secretary of state, shall be signed by a
general partner, and shall set forth all of the following:
(A) The name of the foreign limited partnership;
(B) The state and date of its formation;
(C) The name and address of any the agent for service of
process on the foreign limited partnership, whom the foreign
limited partnership elects to shall appoint. The agent shall be an
individual one of the following:
(1) A natural person who is a resident of this state, a;
(2) A domestic
corporation, or a foreign corporation having a
place of business in, and authorized to do, nonprofit corporation,
limited liability company, partnership, limited partnership,
limited liability partnership, limited partnership association,
professional association, business trust, or unincorporated
nonprofit association that has a business address in this state.
If the agent is an entity other than a domestic corporation, the
agent shall meet the requirements of Title XVII of the Revised
Code for an entity of the agent's type to transact business or
exercise privileges in, this state.
(D) A statement that the secretary of state is appointed the
agent of the foreign limited partnership for service of process if
an agent has not been appointed under division (C) of this
section, or, if an agent is appointed, the agent's authority has
been revoked or the agent is not found or served after the
exercise of reasonable diligence;
(E) The address of the office required to be maintained in
the state of its organization by the laws of that state or, if not
so required, of the principal office of the foreign limited
partnership;
(F) The names and business or residence addresses of the
general partners;
(G) The address of the office at which is kept a list of the
names and business or residence addresses of the limited partners
and their capital contributions, together with an undertaking by
the foreign limited partnership to keep those records until the
registration of the foreign limited partnership in this state is
canceled or withdrawn.
Section 2. That existing sections 1701.07, 1702.06,
1703.041, 1705.06, 1705.54, 1729.06, 1733.06, 1745.13, 1746.04,
1747.03, 1751.03, 1776.07, 1776.86, 1782.04, and 1782.49 of the
Revised Code are hereby repealed.
|