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.
Cite as R.C. § 1703.15
History. Effective Date: 06-06-2001