A professional association, within thirty days after the thirtieth day of June in each even-numbered year, shall furnish a statement to the secretary of state showing the names and post-office addresses of all of the shareholders in the association and certifying that all of the shareholders are duly licensed, certificated, or otherwise legally authorized to render within this state the same professional service for which the association was organized or, in the case of a combination of professional services described in division (B) of section 1785.01 of the Revised Code, to render within this state any of the applicable types of professional services for which the association was organized. This statement shall be made on a form that the secretary of state shall prescribe, shall be signed by an officer of the association, and shall be filed in the office of the secretary of state.
If any professional association fails to file the biennial statement within the time required by this section, the secretary of state shall give notice of the failure by ordinary or electronic mail to the last known physical or electronic address of the association or its agent. If the biennial statement is not filed within thirty days after the mailing of the notice, the secretary of state, upon the expiration of that period, shall cancel the association's articles of incorporation, give notice of the cancellation to the association by ordinary or electronic mail sent to the last known physical or electronic address of the association or its agent, and make a notation of the cancellation on the records of the secretary of state.
A professional association whose articles have been canceled pursuant to this section may be reinstated by filing an application for reinstatement and the required biennial statement or statements and by paying the reinstatement fee specified in division (Q) of section 111.16 of the Revised Code. The rights, privileges, and franchises of a professional association whose articles have been reinstated are subject to section 1701.922 of the Revised Code. The secretary of state shall inform the tax commissioner of all cancellations and reinstatements under this section.
Amended by 129th General AssemblyFile No.28, HB 153, §101.01, eff. 6/30/2011.
Effective Date: 05-16-2002