Ohio Revised Code Search

...corporation in accordance with section 1701.07, 1785.06, 5703.93, or 5733.22 of the Revised Code, the rights, privileges, and franchises, including all real or personal property rights and credits and all contract and other rights, of the corporation or association existing at the time its articles of incorporation were canceled shall be fully vested in the corporation or association as if the articles had not ...

...isions with respect to the following: (1) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of members, or their elected representatives or delegates; (2) The qualifications, admission, voluntary withdrawal, censure, and suspension of members, and the termination of membership; (3) The fees and dues of ...

... the converted entity will exist. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name and form of entity into which the entity will be converted, and the jurisdiction of formation of the converted entity; (b) If the converted entity is a domestic entity, the complete terms of all documents required under the appli...

...tion 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 information required under divis...

...ncorporation in accordance with section 1702.06, 1702.59, or 1724.06 of the Revised Code, the rights, privileges, and franchises, including all real or personal property rights and credits and all contract and other rights, of the corporation existing at the time its articles of incorporation were canceled shall be fully vested in the corporation as if the articles had not been canceled, and the corporation shall aga...

... 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 s...

..., 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 wit...

...gent 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 ...

...hares shall be determined as follows: (1) If that class or series of shares is listed on a United States securities exchange registered under the Exchange Act, the fair market value shall be the simple arithmetic average closing sale price during the thirty calendar days immediately before the date in question of a share of that class or series on the principal such exchange on which that class or series is listed; ...

...es of organization described in section 1706.16 of the Revised Code, and those articles of organization as amended or restated. (B) "Assignment" means a transfer, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. (C) "Constituent limited liability company" means a constituent entity that is a limited liability company. (D) "Constituent entity...

...ment of authority. Such a statement: (1) Shall include the name and registration number of the limited liability company; (2) May state the authority of a specific person, or, with respect to any position that exists in or with respect to the limited liability company or series thereof, of all persons holding the position, to enter into transactions on behalf of the limited liability company or series thereof. ...

...r eliminated as contemplated by section 1706.08 of the Revised Code, the only fiduciary duties of a manager to the limited liability company or its members are the duty of loyalty and the duty of care set forth in divisions (B) and (C) of this section. (B) A manager's duty of loyalty to the limited liability company and its members is limited to the following: (1) To account to the limited liability company and h...

...registration in accordance with section 1706.09 of the Revised Code, the rights and privileges, including all real or personal property rights and credits and all contract and other rights, of the company existing at the time its articles or registration were canceled shall be fully vested in the company as if its articles or registration had not been canceled, and the company shall again be entitled to exercise the ...

...vities include all of the following: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to persons owning membership interests; (3) Discharging or making provisions for discharging its liabilities; (4) Distributing its remaining property in accordance with section 1706.475 of the Revised Code; (5) Doing every other act necessary to wind up and liquidate its activ...

...otice shall do all of the following: (1) Identify the dissolved limited liability company; (2) Describe the information required to be included in a claim; (3) Provide a mailing address to which the claim is to be sent; (4) State the deadline, by which the dissolved limited liability company must receive the claim. The deadline shall not be sooner than ninety days from the effective date of the notice. (5) ...

... on behalf of both of the following: (1) Each constituent limited liability company, as provided in division (A) of section 1706.17 of the Revised Code; (2) Each other constituent entity, as provided in its governing statute. (B) A certificate of merger under this section shall include all of the following: (1) The name and form of each constituent entity, the jurisdiction of its governing statute, and its re...

...vities include all of the following: (1) Collecting the assets of the series; (2) Disposing of the properties of the series that will not be distributed in kind to persons owning membership interests associated with the series; (3) Discharging or making provisions for discharging the liabilities of the series; (4) Distributing the remaining property of the series in accordance with section 1706.7613 of the Re...

... meet all of the following criteria: (1) It shall be posted prominently on the principal web site then maintained by the limited liability company, if any, and provided to the secretary of state to be posted on the web site maintained by the secretary of state in accordance with division (J) of section 1706.474 of the Revised Code. The notice shall be considered published when posted on the secretary of state's web...

...rator shall do all of the following: (1) Provide the division of securities with read-only access to the administrative sections of its OhioInvests portal; (2) Upon the written request of the division, furnish to the division any of the records required to be maintained and preserved under section 1707.057 of the Revised Code. (3) Take reasonable efforts to verify that no purchaser exceeds the purchase limitati...

...th 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 description of the business of the applicant done prior to the application, including a list of states in which the applicant is a licensed dealer. (B)(1) The division may investigate any applicant for a license, and may re...

...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 qualifications to act as an investment officer. (2) If the application for a state retirement system investment officer's license involves investigation outside of this state, the applicant may be req...

...(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...

...(A)(1) The division of securities may adopt, amend, and rescind such rules, forms, and orders as are necessary to carry out sections 1707.01 to 1707.50 of the Revised Code, including rules and forms governing registration statements, applications, and reports, and defining any terms, whether or not used in sections 1707.01 to 1707.50 of the Revised Code, insofar as the definitions are not inconsistent with these sect...

...h the sale of securities under sections 1707.05 to 1707.058 of the Revised Code where the filing is made pursuant to division (K) of section 1707.051 of the Revised Code and the securities are sold through an OhioInvests portal. (B)(1) If the division of securities finds, after notice and opportunity for a hearing in accordance with Chapter 119. of the Revised Code, that any person has committed a violation, the di...

...he exempt list compiled under section 5713.07 of the Revised Code. (D) "Municipal executive" means the mayor, city manager, or other chief executive officer of the municipal corporation in which a special improvement district is located. (E) "Participating political subdivision" means the municipal corporation or township, or each of the municipal corporations or townships, that has territory within the boundar...