Ohio Revised Code Search

...(A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic corporation may be converted into a domestic or foreign entity other than a nonprofit corporation or a domestic corporation. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converted entity will exist. (B)(1) The written...

...(A) Upon adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1701.78, 1701.781, 1701.79, 1701.791, 1701.80, 1701.801, or 1701.802 of the Revised Code, a certificate of merger or consolidation shall be filed with the secretary of state that is signed by any authorized representative of each constituent corporation, partnership, or other entity. The certificate shall...

...(A) Upon the adoption of a declaration of conversion pursuant to section 1701.782 or 1701.792 of the Revised Code, or at a later time as authorized by the declaration of conversion, a certificate of conversion that is signed by an authorized representative of the converting entity shall be filed with the secretary of state. The certificate shall be on a form prescribed by the secretary of state and shall set fo...

...(A) When a corporation is dissolved voluntarily, when the articles of a corporation have been canceled, or when the period of existence of the corporation specified in its articles has expired, the corporation shall cease to carry on business and shall do only such acts as are required to wind up its affairs, or to obtain reinstatement of the articles in accordance with section 1701.07, 1701.921, 1785.06, or 57...

...(A) A copy of the articles or amended articles filed in the office of the secretary of state, certified by the secretary of state, shall be conclusive evidence, except as against the state, that the corporation has been incorporated under the laws of this state. A copy duly certified by the secretary of state of any certificate of amendment or other certificate filed in the secretary of state's office shall be prima-...

...(A)(1) In addition to any other liabilities imposed by law upon directors of a corporation and except as provided in division (B) of this section, directors shall be jointly and severally liable to the corporation as provided in division (A)(2) of this section if they vote for or assent to any of the following: (a) The payment of a dividend or distribution, the making of a distribution of assets to shareholders, or ...

...(A) Except where the law, the articles, or the regulations require that action be otherwise authorized or taken, all of the authority of a corporation shall be exercised by or under the direction of its directors. For their own government, the directors may adopt bylaws that are not inconsistent with the articles or the regulations. (B) A director shall perform the director's duties as a director, including the du...

...(A) Subject to division (B)(2) of this section and pursuant to a written declaration of conversion as provided in this section, a domestic corporation may be converted into a domestic or foreign entity other than a for profit corporation or a domestic corporation. The conversion also must be permitted by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall se...

...(A) Upon the adoption of a declaration of conversion pursuant to section 1702.461 of the Revised Code, or at a later time as authorized by the declaration of conversion, a certificate of conversion that is signed by an authorized representative of the converting entity shall be filed with the secretary of state. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the...

...(A) A corporation may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall set forth: (1) That the corporation elects to be dissolved; (2) Any additional provision deemed necessary with respect to the proposed dissolution and winding up. (C) The directors may adopt a resolution of dissolution in the following cases: (1) When the corporation...

...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...

...This chapter does not apply to any of the following: (A) A Chapter 1704. transaction if on the interested shareholder's share acquisition date, the issuing public corporation, other than a bank as defined in section 1101.01 of the Revised Code, did not have a class of voting shares registered or traded on a national securities exchange or registered under section 12(g) of the Exchange Act or was not required ...

...As used in this chapter: (A) "Business" means every trade, occupation, or profession. (B) "Contribution" means any cash, property, services rendered, promissory note, or other binding obligation to contribute cash or property or to perform services that a member contributes to a limited liability company in the capacity as a member. (C) "Conveyance" means every assignment, lease, mortgage, or encumbrance. (...

...(A) Unless either a written operating agreement for the limited liability company or a written agreement with a member establishes additional fiduciary duties, in the event that there have been designated one or more managers to supervise or manage the activities or affairs of the limited liability company, the only obligation a member owes, in the member's capacity as a member, to the limited liability company and t...

...(A) Upon reasonable notice provided to the limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (B) A limited liability company may cha...

...A limited liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following: (A) An event or circumstance that the operating agreement states causes dissolution; (B) The consent of all the members; (C) A limited liability company with canceled articles has failed to cure the grounds for cancellation for three years or more and any member or person authorized pursu...

...(A)(1) No control bid for any securities of a subject company shall be made pursuant to a tender offer or request or invitation for tenders until the offeror files with the division of securities the information prescribed in division (A)(2) of this section. The offeror shall deliver a copy of the information specified in division (A)(2) of this section, by personal service, to the subject company at its principal of...

...As used in sections 1707.05 to 1707.058 of the Revised Code: (A) "OhioInvests issuer" means an entity organized under the laws of this state, other than a general partnership, that meets all of the following requirements: (1) The entity satisfies the requirements of 17 C.F.R. 230.147A. (2) The entity meets at least one of the following conditions: (a) The principal office of the entity is located in this stat...

...Subject to section 1707.058 of the Revised Code, the offer, sale, and issuance of securities is exempt from the requirements of sections 1707.08 to 1707.11 of the Revised Code if all of the following conditions are met: (A) The issuer is an OhioInvests issuer on the date that its securities are first offered for sale in the offering and continuously through the closing of the offering. (B) The offering meets the ...

...The disclosure document provided to each prospective purchaser through an OhioInvests portal shall contain all of the following: (A) The following information regarding the OhioInvests issuer: (1) The type of entity it is; (2) The address and telephone number of its principal office; (3) Its formation history for the previous five years; (4) The identity of all persons owning more than ten per cent of any c...

...(A) No person shall act as an investment adviser, unless one of the following applies: (1) The person is licensed as an investment adviser by the division of securities; however, nothing in this section shall be construed to prohibit a person from being licensed by the division as both an investment adviser and a dealer or salesperson. (2) The person is registered under section 203 of the "Investment Advisers Act ...

...(A) Application for a dealer's license shall be made in accordance with this section and by filing with the division of securities the information, materials, and forms specified in rules adopted by the division, along with all of the following information: (1) The name and address of the applicant; (2) The location and addresses of the principal office and all other offices of the applicant; (3) A general desc...

...(A) Application for an investment adviser's license shall be made in accordance with this section and by filing with the division of securities the information, materials, and forms specified in rules adopted by the division. (B)(1) The division may investigate any applicant for a license and may require any additional information as it considers necessary to determine the applicant's business repute and qualificat...

...(A) No person shall act as an investment adviser representative, unless one of the following applies: (1) The person is licensed as an investment adviser representative by the division of securities. (2) The person is a natural person who is licensed as an investment adviser by the division, and does not act as an investment adviser representative for another investment adviser; however, a natural person who is l...

...(A)(1) An original license, or a renewal thereof, applied for by a dealer or salesperson of securities, or by an investment adviser, investment adviser representative, bureau of workers' compensation chief investment officer, state retirement system investment officer, or portal operator as defined in section 1707.05 of the Revised Code may, except as provided in division (A)(2) of this section, be refused, and any s...