Chapter 1703: FOREIGN CORPORATIONS

1703.01 Foreign corporation definitions.

As used in sections 1703.01 to 1703.31 of the Revised Code:

(A) "Domestic corporation" means a corporation incorporated under the laws of this state or a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in this state.

(B) "Foreign corporation" means a corporation incorporated under the laws of another state or a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in another state.

(C) "State" means the United States; any state, territory, insular possession, or other political subdivision of the United States, including the District of Columbia; any foreign country whose political sovereignty is recognized by the United States; and any political subdivision of such foreign country.

(D) "Articles" means the articles, certificates, or memorandum of incorporation or association, filed pursuant to the laws of any state for the purpose and with the effect of creating a corporation, and any amendments to such articles, certificates, or memorandum of incorporation or association; and includes any special statute creating a corporation.

(E) "Process" means judicial process and all notices and demands required or permitted by statute to be served upon a corporation.

Effective Date: 05-21-1997

1703.02 Corporations excepted.

Sections 1703.01 to 1703.31 of the Revised Code do not apply to corporations engaged in this state solely in interstate commerce, including the installation, demonstration, or repair of machinery or equipment sold by them in interstate commerce, by engineers, or by employees especially experienced as to such machinery or equipment, as part thereof; to credit unions, title guarantee and trust companies, bond investment companies, and insurance companies; or to public utility companies engaged in this state in interstate commerce.

Effective Date: 05-21-1997

1703.03 License required.

No foreign corporation not excepted from sections 1703.01 to 1703.31 of the Revised Code, shall transact business in this state unless it holds an unexpired and uncanceled license to do so issued by the secretary of state. To procure such a license, a foreign corporation shall file an application, pay a filing fee, and comply with all other requirements of law respecting the maintenance of the license as provided in those sections.

Effective Date: 09-29-1997

1703.031 Notice of transaction of business.

(A) If the laws of the United States prohibit, preempt, or otherwise eliminate the licensing requirement of sections 1703.01 to 1703.31 of the Revised Code with respect to a corporation that is a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in another state, the bank, savings bank, or savings and loan association shall notify the secretary of state that it is transacting business in this state by submitting a notice in such form as the secretary of state prescribes. The notice shall be verified by the oath of the president, vice-president, secretary, or treasurer of the bank, savings bank, or savings and loan association, and shall set forth all of the following:

(1) The name of the corporation and any trade name under which it will do business in this state;

(2) The location and complete address, including the county, of its main office in another state and its principal office, if any, in this state;

(3) The appointment of a designated agent and the complete address of such agent in this state, which agent may be a natural person who is a resident of this state, or may be a domestic corporation for profit or a foreign corporation for profit holding a license as such under the laws of this state, provided that the domestic or foreign corporation has a business address in this state and is authorized by its articles of incorporation to act as such agent;

(4) The irrevocable consent of the corporation to service of process on such agent so long as the authority of the agent continues and to service of process upon the secretary of state in the events provided for in section 1703.19 of the Revised Code;

(5) A brief summary of the business to be transacted within this state.

(B) The notice required by this section shall be accompanied by a certificate of good standing or subsistence, dated not earlier than sixty days prior to the submission of the notice, under the seal of the proper official of the agency of the United States that incorporated the bank, savings bank, or savings and loan association, setting forth the exact corporate title, the date of incorporation, and the fact that the bank, savings bank, or savings and loan association is in good standing or is a subsisting bank, savings bank, or savings and loan association.

(C) Upon submission of the notice, a bank, savings bank, or savings and loan association shall pay a filing fee to the secretary of state as required by section 111.16 of the Revised Code.

(D)

(1) No such notice shall be accepted for filing if it appears that the name of the bank, savings bank, or savings and loan association is any of the following:

(a) Prohibited by law;

(b) Not distinguishable upon the records in the office of the secretary of state from the name of a limited liability company, whether domestic or foreign, or any other corporation, whether nonprofit or for profit and whether that of a domestic corporation or of a foreign corporation authorized to transact business in this state, unless there is also filed with the secretary of state the consent of the other limited liability company or corporation to the use of the name, evidenced in a writing signed by any authorized representative or authorized officer of the other limited liability company or corporation;

(c) Not distinguishable upon the records in the office of the secretary of state from a trade name, the exclusive right to which is at the time in question registered in the manner provided in Chapter 1329. of the Revised Code, unless there also is filed with the secretary of state the consent of the other corporation or person to the use of the name, evidenced in a writing signed by any authorized officer of the other corporation or authorized party of the other person owning the exclusive right to the registered trade name.

(2) Notwithstanding division (D)(1)(b) of this section, if a notice is not acceptable for filing solely because the name of the bank, savings bank, or savings and loan association is not distinguishable from the name of another corporation or registered trade name, the bank, savings bank, or savings and loan association may be authorized to transact business in this state by filing with the secretary of state, in addition to those items otherwise prescribed by this section, a statement signed by an authorized officer directing the bank, savings bank, or savings and loan association to transact business in this state under an assumed business name or names that comply with the requirements of division (D) of this section and stating that the bank, savings bank, or savings and loan association will transact business in this state only under the assumed name or names.

(E) The secretary of state shall provide evidence of receipt of notice to each bank, savings bank, or savings and loan association that submits a notice required by this section.

Amended by 129th General AssemblyFile No.28, HB 153, §101.01, eff. 6/30/2011.

Effective Date: 05-21-1997

1703.04 Application for license.

(A) To procure a license to transact business in this state, a foreign corporation for profit shall file with the secretary of state a certificate of good standing or subsistence, dated not earlier than ninety days prior to the filing of the application, under the seal of the secretary of state, or other proper official, of the state under the laws of which said corporation was incorporated, setting forth:

(1) The exact corporate title;

(2) The date of incorporation;

(3) The fact that the corporation is in good standing or is a subsisting corporation.

(B) To procure such a license, such corporation also shall file with the secretary of state an application in such form as the secretary of state prescribes, verified by the oath of any authorized officer of such corporation, setting forth, but not limited to:

(1) The name of the corporation and, if its corporate name is not available, the trade name under which it will do business in this state;

(2) The name of the state under the laws of which it was incorporated;

(3) The location and complete address of its principal office;

(4) The name of the county and the municipal corporation or township in which its principal office within this state, if any, is to be located;

(5) The appointment of a designated agent and the complete address of such agent;

(6) The irrevocable consent of such corporation to service of process on such agent so long as the authority of such agent continues and to service of process upon the secretary of state in the events provided for in section 1703.19 of the Revised Code;

(7) A brief summary of the corporate purposes to be exercised within this state.

(C)

(1) No such application for a license shall be accepted for filing if it appears that the name of the foreign corporation is prohibited by law or is not distinguishable upon the records in the office of the secretary of state from the name of any other corporation, whether nonprofit or for profit and whether that of a domestic corporation or of a foreign corporation authorized to transact business in this state, the name of a limited liability company registered in the office of the secretary of state pursuant to Chapter 1705. of the Revised Code, whether domestic or foreign, the name of any limited liability partnership registered in the office of the secretary of state pursuant to Chapter 1775. or 1776. of the Revised Code, whether domestic or foreign, the name of any limited partnership registered in the office of the secretary of state pursuant to Chapter 1782. of the Revised Code, whether domestic or foreign, or a trade name to which the exclusive right at the time in question is registered in the manner provided in Chapter 1329. of the Revised Code, unless there also is filed with the secretary of state, on a form prescribed by the secretary of state, the consent of the other entity or person to the use of the name, evidenced in a writing signed by any authorized officer of the other entity or authorized representative of the other person owning the exclusive right to the registered trade name.

(2) Notwithstanding division (C)(1) of this section, if an application for a license is not acceptable for filing solely because the name of the foreign corporation is not distinguishable from the name of another entity or registered trade name, the foreign corporation may be authorized to transact business in this state by filing with the secretary of state, in addition to those items otherwise prescribed by this section, a statement signed by an authorized officer directing the foreign corporation to make application for a license to transact business in this state under an assumed business name or names that comply with the requirements of this division and stating that the foreign corporation will transact business in this state only under the assumed name or names. The application for a license shall be on a form prescribed by the secretary of state.

Effective Date: 06-06-2001; 2008 HB332 08-06-2008

1703.041 Designated agent.

(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 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 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.

(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.

Amended by 130th General Assembly File No. 62, SB 98, §1, eff. 2/18/2014.

Effective Date: 06-06-2001

1703.05 License certificate.

When the application of a foreign corporation for a license to transact business in this state has been accepted for filing and the filing fee has been paid, the secretary of state shall issue to the corporation a license certificate authorizing it to transact business in this state, subject to expiration or cancellation of the license as provided by law.

Effective Date: 09-29-1997

1703.06 Exclusive use of name.

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 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 the application, and from the date of that indorsement the applicant shall have the exclusive use of that name for a period of one hundred eighty days. The rights so secured may be transferred by the holder 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 application under this section shall be accompanied by a fee of fifty dollars, which shall be returned in the event that the application is not approved.

Effective Date: 05-16-2002

1703.07 Certificate of merger or consolidation.

If a foreign corporation has merged or consolidated with one or more foreign corporations, it shall file with the secretary of state a certificate setting forth the fact of merger or consolidation, certified by the secretary of state, or other proper official, of the state under the laws of which the foreign corporation was incorporated.

The secretary of state, before filing a certificate evidencing a foreign corporation's merger or consolidation, shall charge and collect from the foreign corporation a filing fee as required by section 111.16 of the Revised Code.

Amended by 129th General AssemblyFile No.28, HB 153, §101.01, eff. 6/30/2011.

Effective Date: 09-29-1997

1703.08 Certificate of amendment to articles.

A foreign corporation shall file a certificate of amendment with the secretary of state if, in amending its articles of incorporation, it modifies any of the information included in either its application for a license to transact business in this state or any amendment to that application. The certificate of amendment shall describe the modification of information, include a statement of its adoption together with a statement that the certificate supersedes the information currently on file with the secretary of state, and be signed by an authorized officer of the corporation. The certificate of amendment shall also be accompanied by the filing fee set forth in division (B) of section 111.16 of the Revised Code.

Effective Date: 09-29-1997

1703.09 [Repealed].

Effective Date: 09-29-1997

1703.10 [Repealed].

Effective Date: 06-30-1997

1703.11 [Repealed].

Effective Date: 09-29-1997

1703.12 Supplemental license certificate.

Upon the filing of an amendment by a foreign corporation increasing its number of authorized shares in this state, the secretary of state shall issue to the corporation a supplemental license certificate setting forth the number of shares that the corporation is authorized to have represented in this state.

Effective Date: 09-29-1997

1703.13 Temporary license.

Any foreign corporation which would be entitled to make application for and procure a license to transact business in this state under sections 1703.01 to 1703.31 of the Revised Code, may procure from the secretary of state a temporary license to transact business in this state upon filing with the secretary of state the application and certificate of good standing or subsistence required by such sections and paying to him a filing fee of one hundred twenty-five dollars. Such license shall be evidenced by a license certificate issued by the secretary of state entitling such corporation to transact business in this state for a period of six months from the date of such certificate. A corporation so licensed shall not be required to file any other reports or pay any other fees required by sections 1703.01 to 1703.31 of the Revised Code, but shall be subject to all other provisions of such sections. No foreign corporation shall be granted more than two temporary licenses within any period of three years.

Effective Date: 10-20-1978

1703.14 [Repealed].

Effective Date: 09-29-1997

1703.15 Cancellation of license.

No foreign corporation shall transact in this state any business that could not be lawfully transacted by a domestic corporation. Whenever the secretary of state finds that a foreign corporation licensed to transact business in this state is transacting in this state a business that a domestic corporation could not lawfully transact, is transacting business in this state in a corporate name that is not readily distinguishable from the name of every other corporation, limited liability company, limited liability partnership, or limited partnership, domestic or foreign, or every trade name, registered in the office of the secretary of state, theretofore authorized to transact business in this state, without the consent of the other corporation, limited liability company, limited liability partnership, limited partnership, or trade name registrant, evidenced in writing filed with the secretary of state pursuant to section 1703.04 of the Revised Code, or has failed, after the death or resignation of its designated agent or the designated agent's removal from this state, to designate another agent as required by section 1703.041 of the Revised Code, the secretary of state shall give notice thereof by certified mail to the corporation. Unless that failure is cured within thirty days after the mailing by the secretary of state of the notice or within such further period as the secretary of state grants, the secretary of state, upon the expiration of such period, shall cancel the license of the foreign corporation to transact business in this state, give notice of the cancellation to the corporation by mail, and make a notation of the cancellation on the secretary of state's records.

A foreign corporation whose license has been canceled may be reinstated upon its filing with the secretary of state, on a form prescribed by the secretary of state, an application for reinstatement accompanied by the fee specified in division (Q) of section 111.16 of the Revised Code. If the application for reinstatement is submitted in a tax year or calendar year other than that in which the cancellation occurred, the application also shall be accompanied by a certificate of reinstatement issued by the department of taxation. The name of a corporation whose license has been canceled pursuant to this section shall be reserved for a period of one year after the date of cancellation. If the reinstatement is not made within one year after the date of cancellation of the foreign license and it appears that a corporate name, limited liability company name, limited liability partnership name, limited partnership name, or trade name has been filed, the name of which is not distinguishable upon the record as provided in division (D) of section 1703.04 of the Revised Code, the secretary of state shall require the applicant for the reinstatement, as a condition prerequisite to such reinstatement, to apply for authorization to transact business in this state under an assumed name.

Effective Date: 06-06-2001

1703.16 Expiration or cancellation not to affect pending actions.

The expiration or cancellation of a license of a foreign corporation to transact business in this state shall not affect any pending action upon any liability or obligation of such corporation incurred within this state, or arising out of business transacted in this state, prior to the filing of a certificate of surrender under section 1703.17 of the Revised Code.

Effective Date: 10-01-1953

1703.17 Surrender of license.

(A) A foreign corporation may surrender its license to transact business in this state in the manner provided in this section.

(B) A certificate of surrender signed by any authorized officer, or by the receiver, trustee in bankruptcy, or other liquidator of such corporation, shall be filed with the secretary of state, on a form prescribed by the secretary of state, setting forth:

(1) The name of the corporation and of the state under the laws of which it is incorporated;

(2) That it surrenders its license;

(3) The address to which the secretary of state may mail any process against such corporation that may be served upon the secretary of state, and may mail any other notices, certificates, or statements.

(C) A certificate of surrender, filed with the secretary of state, on a form prescribed by the secretary of state, shall be accompanied by:

(1) 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 that such payment has been adequately guaranteed;

(2) A receipt, certificate, or other evidence showing the payment of all personal property taxes accruing up to the date of such filing;

(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) An affidavit of the officer, or other person permitted by law, executing the certificate of surrender, 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.

(D) In lieu of the receipt, certificate, or other evidence described in divisions (C)(1), (2), and (3) of this section, a certificate of surrender may be accompanied by an affidavit of the person executing the certificate of surrender, or of an officer of the corporation, that contains a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled date of filing the certificate of surrender and was advised in writing of the acknowledgement by the corporation that the surrender of its license does not relieve it of liability, if any, for payment of the taxes and contributions described in divisions (C)(1), (2), and (3) of this section.

(E) In lieu of filing such certificate of surrender there may be filed a certificate of the secretary of state, or other proper official, of the state under the laws of which the corporation is incorporated, certifying that said corporation has been dissolved or its corporate existence otherwise terminated, or a certified copy of an order of court terminating the existence of such corporation; but such certificate or certified copy shall be accompanied by the information required by division (B)(3) of this section.

(F) After the payment of the fee specified in division (N)(2) of section 111.16 of the Revised Code and the filing of any such certificate or certified copy under this section, the secretary of state shall cancel the license of such corporation, make a notation of such cancellation upon the secretary of state's records, and mail to the corporation a certificate of the action so taken.

(G) The mere retirement from business of a foreign corporation without filing a certificate of surrender shall not exempt such corporation from the requirements of filing the reports and paying the fees required by sections 1703.01 to 1703.31 of the Revised Code, or from making reports and paying excise or franchise fees or taxes.

Effective Date: 06-06-2001

1703.18 [Repealed].

Effective Date: 10-11-1955

1703.19 Service of process on secretary of state.

The secretary of state shall be the agent of any foreign corporation licensed to do business in this state, upon whom process against it from any court in this state or from any public authorities may be served within this state if the designated agent cannot be found, if the corporation has failed to designate another agent when required to do so under sections 1703.01 to 1703.31 of the Revised Code, or if the license of a corporation to do business in this state has expired or has been canceled. Pursuant to such service, suit may be brought in the county where the principal office of the corporation in this state is or was located, or in any county in which the cause of action arose. Such service shall be made upon the secretary of state by leaving with the secretary of state, or with an assistant secretary of state, quadruplicate copies of such process and a fee of five dollars which shall be included as taxable costs in case of judicial proceedings. Upon receipt of such process and fee the secretary of state shall forthwith give notice to the corporation, at its principal office, at its principal office in this state, and at any different address shown on its last franchise tax report filed in this state, of the service of such process, by forwarding to each of such offices by certified mail, with request for return receipt, a copy of such process, and shall retain a copy of such process in the secretary of state's files.

The secretary of state shall keep a record of any such process served upon the secretary of state and shall record therein the time of such service and the secretary of state's action thereafter with respect to it.

This section does not affect any right to serve process upon a foreign corporation in any other manner permitted by law.

Effective Date: 07-29-1998

1703.191 Service of process on secretary of state in action against unlicensed foreign corporation.

Any foreign corporation required to be licensed under sections 1703.01 to 1703.31 of the Revised Code, which transacts business in this state without being so licensed, shall be conclusively presumed to have designated the secretary of state as its agent for the service of process in any action against such corporation arising out of acts or omissions of such corporation within this state, including, without limitation, any action to recover the statutory forfeiture for failure to be so licensed. Pursuant to such service, suit may be brought in Franklin county, or in any county in which such corporation did any act or transacted any business. Such service shall be made upon the secretary of state by leaving with him, or with an assistant secretary of state, duplicate copies of such process, together with an affidavit of the plaintiff or one of the plaintiff's attorneys, showing the last known address of such corporation, and a fee of five dollars which shall be included as taxable costs in case of judicial proceedings. Upon receipt of such process, affidavit, and fee the secretary of state shall forthwith give notice to the corporation at the address specified in the affidavit and forward to such address by certified mail, with a request for return receipt, a copy of such process.

The secretary of state shall retain a copy of such process in his files, keep a record of any such process served upon him, and record therein the time of such service and his action thereafter with respect thereto.

This section does not affect any right to serve process upon a foreign corporation in any other manner permitted by law.

Effective Date: 10-20-1978

1703.20 Freedom from attachment.

A foreign corporation holding an unexpired and uncanceled license under section 1703.01 to 1703.31 , inclusive, of the Revised Code, shall not be subject to the process of attachment under any law of this state on the ground that it is a foreign corporation nonresident of this state.

Effective Date: 10-01-1953

1703.21 Evidence.

The license certificate, and any supplemental license certificate, issued under section 1703.01 to 1703.31 , inclusive, of the Revised Code, to a foreign corporation, or a copy of such certificate certified by the secretary of state, shall be prima-facie evidence that such corporation has been duly organized, is in existence, and is duly licensed to transact business in this state. Such evidence may be rebutted by a certificate of the secretary of state to the effect that the license of such corporation to transact business in this state has expired or has been and then stands canceled, or otherwise by competent evidence.

In any action or proceeding, civil or criminal, in any court, a copy of the articles of a foreign corporation certified by the secretary of state, or other proper official, of the state under the laws of which such corporation was incorporated shall be prima-facie evidence of the incorporation, existence, and powers of such corporation; but such evidence may be rebutted by a certificate of such secretary of state or other official, or otherwise by competent evidence.

In any such action or proceeding by or against or in any way relating to a corporation incorporated under the laws of any of the states of the United States or of any territory, insular possession, or other political subdivision of the United States, including the District of Columbia, the court shall take judicial notice of the constitution, statutes, and judicial decisions thereof relating to the organization and powers of corporations.

Effective Date: 10-01-1953

1703.22 Recording of amendment and certificate for change of name.

An amendment changing the name of a foreign corporation may be filed for record with the county recorder of any county when accompanied by a certificate from the secretary of state of this state certifying that an amendment evidencing a change in the corporate name has been filed in the secretary of state's office. For such recording the recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code.

Amended by 129th General AssemblyFile No.201, HB 479, §1, eff. 3/27/2013.

Effective Date: 09-29-1997

1703.23 Notice to foreign corporations.

Except as otherwise expressly provided in section 1703.01 to 1703.31 , inclusive, of the Revised Code, any notice, statement, certificate, or decision required or permitted by such sections to be given to a foreign corporation by any public authorities shall be deemed sufficiently given if mailed, postage prepaid, to such corporation at its principal office or at its principal office in this state, or to its designated agent at his residence or his business address.

Effective Date: 10-01-1953

1703.24 Secretary of state to keep records and make monthly report to tax commissioner.

The secretary of state shall keep a record of all foreign corporations licensed to transact business in this state.

Once a month the secretary of state shall prepare and deliver to the tax commissioner a list of all foreign corporations licensed to transact business in this state during the preceding month, showing the location and addresses of their principal offices in this state, and the names and addresses of their statutory agents, together with a list of all foreign corporations previously admitted to transact business in this state whose licenses to do so have expired or been canceled.

Effective Date: 10-01-1953

1703.25 Action to recover fees paid under protest.

If any fees required to be paid under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, are paid under protest, if an action to recover such fees would lie against the secretary of state while they were held by him, and if such fees are paid into the state treasury in compliance with section 111.18 of the Revised Code, then actions to recover such fees shall be brought against the state and not against the secretary of state. For such purposes permission is hereby given to bring and maintain actions against the state to the extent that such actions might be brought and maintained against the secretary of state if the fees were held by him. Service of process in such actions shall be made on the attorney general, who shall represent the state.

Effective Date: 10-01-1953

1703.26 Appeals.

A foreign corporation licensed before the effective date of this amendment and having authority on that date to transact business in this state may appeal from any decision, finding, determination, or action by the secretary of state under sections 1703.01 to 1703.31 of the Revised Code, to a board of review consisting of the auditor of state, the treasurer of state, and the attorney general, or their authorized representatives, by filing notice of such appeal with the auditor of state. The auditor of state shall thereupon notify the corporation of the date of the hearing before the board at least ten days prior to the date of the hearing, and at the hearing the corporation shall be entitled to be heard. The decision of a majority of the members of the board shall be final. The decision shall be in writing and shall be transmitted to the secretary of state. The secretary of state shall thereupon mail to the corporation a copy of the decision.

Effective Date: 09-29-1997

1703.27 Foreign nonprofit corporations.

No foreign nonprofit corporation shall exercise its corporate privileges in this state in a continual course of transactions until it has first procured from the secretary of state a certificate authorizing it to do so.

Before issuing such certificate, the secretary of state shall require such foreign corporation to file in the secretary of state's office a certificate of good standing or subsistence, setting forth the exact corporate title, the date of incorporation, and the fact that the corporation is in good standing or is a subsisting corporation, certified by the secretary of state, or other proper official, of the state under the laws of which the corporation was incorporated, and a statement, on a form prescribed by the secretary of state, verified by the oath of one of its officers, setting forth, but not limited to, the following:

(A) The name of the corporation;

(B) The state under the laws of which it is incorporated;

(C) The location of its principal office;

(D) The corporate privileges it proposes to exercise in this state;

(E) The location of its principal office in this state;

(F) The appointment of a designated agent and the complete address of such agent;

(G) Its irrevocable consent to service of process on such agent so long as the authority of the agent continues and to service of process upon the secretary of state in the events provided for in section 1703.19 of the Revised Code.

For the filing of that statement, the secretary of state shall charge and collect the fee specified in division (I)(1) of section 111.16 of the Revised Code.

A foreign nonprofit corporation shall file an amendment with the secretary of state if there is a modification of any of the information required to be included in its statement, except for changes in information required by division (F) of this section, which shall be corrected in the same manner as described in section 1702.06 of the Revised Code. For the filing of those amendments and corrections, the secretary of state shall charge and collect the fee specified in division (B) or (R) of section 111.16 of the Revised Code.

Sections 1703.01 to 1703.31 of the Revised Code, governing foreign corporations for profit in respect to exemption from attachment, change of location of principal office, change of its designated agent or of the designated agent's address, service on the secretary of state, license certificate as prima-facie evidence, proof of due incorporation, filing of amendments evidencing changes of corporate name, merger, or consolidation, filing of certificate of surrender, service on retired corporation, and penalties or forfeitures for transacting business without license, for false reports, and for failure to comply with other applicable provisions of such sections, shall also apply to foreign nonprofit corporations.

The secretary of state may require further reports, certificates, or information from a foreign nonprofit corporation, including verification of the continued existence of the corporation. Upon the failure of any corporation to provide the information, the secretary of state shall give notice of the failure by certified mail and, if the report is not filed within thirty days after the mailing of the notice, the license of the corporation to exercise its corporate privileges in this state shall expire and the secretary of state shall make a notation to that effect on the secretary of state's records.

Effective Date: 06-06-2001

1703.28 Forfeiture for transacting business without license.

Any foreign corporation required to be licensed under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, which transacts business in this state without being so licensed, or when its license has expired or been canceled and has not been reinstated, shall forfeit not less than two hundred fifty dollars nor more than ten thousand dollars. Such forfeiture shall be recovered in an action in the name of the state brought in the court of common pleas of Franklin county, or in any county in which the corporation has transacted business or has property or a place of business, by the attorney general or by the prosecuting attorney. If such action is brought by the attorney general such forfeiture shall on collection be paid into the state treasury to the credit of the general revenue fund, and if brought by the prosecuting attorney one half of such forfeiture shall on collection be paid to the treasurer of the county in which such action was brought and one half shall be paid into the state treasury to the credit of the general revenue fund. In addition to such forfeiture the court shall require that the corporation pay all amounts it should have paid under sections 1703.01 to 1703.31 , inclusive, of the Revised Code, as a filing fee and as annual franchise taxes, plus interest thereon at the rate of six per cent per annum, for all years in which the court determines it was transacting business in this state without being so licensed and shall render judgment for such amount. Proceedings for the recovery of such forfeiture, filing fee, and annual franchise taxes must be commenced not later than five years after such corporation has ceased to transact any business in this state.

For good cause shown, the secretary of state, with the consent of the attorney general, may remit the forfeiture or a part thereof, with or without bringing suit and before or after judgment, and the court in which an action is pending for the collection of a forfeiture, may remit all or part of the forfeiture for good cause shown.

Effective Date: 10-01-1953

1703.29 Unlicensed foreign corporation contracts not affected - corporation cannot maintain an action.

(A) The failure of any corporation to obtain a license under sections 1703.01 to 1703.31 of the Revised Code, does not affect the validity of any contract with such corporation, but no foreign corporation that should have obtained such license shall maintain any action in any court until it has obtained such license. Before any such corporation shall maintain such action on any cause of action arising at the time when it was not licensed to transact business in this state, it shall pay to the secretary of state a forfeiture of two hundred fifty dollars and file in the secretary of state's office the papers required by divisions (B) or (C) of this section, whichever is applicable.

(B) If such corporation has not been previously licensed to do business in this state or if its license has been surrendered it shall file as required by division (A) of this section:

(1) Its application for a license certificate, together with the filing fee, with such information as the secretary of state requires as to the time it began to transact business in this state and as to the number of its issued shares represented in this state, and with the license fees on its shares represented in this state plus a forfeiture of fifteen per cent thereon.

(2) A certificate from the tax commissioner that the corporation has paid all taxes that it should have paid had it qualified to do business in this state at the time it began to do so, plus any penalties assessable on said taxes on account of failure to pay them within the time prescribed by law, or a certificate of the commissioner that the corporation has furnished security satisfactory to the commissioner for the payment of all such taxes and penalties.

(C) If such corporation has been previously licensed to transact business in this state and its license has expired or has been canceled by the secretary of state upon order of the commissioner, or for failure to designate an agent for service of process, it shall file with the secretary of state its application for reinstatement, as provided by law, together with the proper reinstatement fee plus a forfeiture of fifteen per cent thereon.

Upon the filing of such application and payment of such fees and penalties or forfeitures, the secretary of state shall issue to such corporation a license certificate.

Amended by 130th General Assembly File No. 25, HB 59, §101.01, eff. 9/29/2013.

Effective Date: 10-01-1953

1703.30 Officer of unlicensed foreign corporation shall not transact business.

No officer of a foreign corporation shall transact business in this state on its behalf, if such corporation is required by sections 1703.01 to 1703.31 , inclusive, of the Revised Code, to procure and maintain a license but has not done so.

Effective Date: 10-01-1953

1703.31 Registration of corporate name.

(A) Any foreign corporation may register its corporate name, if its corporate name is available for use under division (D) of section 1703.04 of the Revised Code, by filing in the office of the secretary of state an application, on a form prescribed by the secretary of state, that contains the following information:

(1) The exact corporate name to be registered;

(2) The complete address of the principal office of the corporation;

(3) The jurisdiction of its incorporation;

(4) The date of its incorporation;

(5) A statement that it is carrying on or doing business;

(6) The general nature of the business in which it is engaged;

(7) Any other information required by the secretary of state.

The application shall be signed and verified by an officer of the applicant.

The application shall be accompanied by a certificate stating that the corporation is in good standing under the laws of the jurisdiction of its incorporation, which certificate shall be executed by the official of the jurisdiction having custody of the records pertaining to corporations and dated not earlier than sixty days prior to the filing of the application.

The filing fee specified in division (S)(1) of section 111.16 of the Revised Code shall accompany the application.

(B) Registration of a corporate name under this section is effective for a term of one year from the date of registration. Upon application, on a form prescribed by the secretary of state, filed with the secretary of state prior to the expiration of each one-year term, the registration may be renewed for an additional term. The renewal application shall set forth the facts required to be set forth in the original application for registration, together with a certificate of good standing as required for the initial registration.

The secretary of state shall notify registrants within the three months before the expiration of one year from the date of registration of the necessity of renewal by writing to the principal office address of the registrants as shown upon the current registration in effect.

The renewal fee specified in division (S)(3) of section 111.16 of the Revised Code, payable to the secretary of state, shall accompany the application for renewal of the registration.

Effective Date: 09-05-2001

1703.99 Penalty.

Whoever violates section 1703.30 of the Revised Code is guilty of a misdemeanor of the fourth degree.

Effective Date: 01-01-1974