Ohio Revised Code Search

...(A)(1) A corporation may be formed under this chapter for any purpose or combination of purposes for which individuals lawfully may associate themselves, except that, if the Revised Code contains special provisions pertaining to the formation of any designated type of corporation other than a professional association, as defined in section 1785.01 of the Revised Code, a corporation of that type shall be formed in acc...

...hall set forth all of the following: (1) The name of the corporation, which shall be in compliance with division (A) of section 1701.05 of the Revised Code; (2) The place in this state where the principal office of the corporation is to be located; (3) The authorized number and the par value per share of shares with par value, and the authorized number of shares without par value, except that the articles of a ...

...ovided in this section, and in sections 1701.75, 1701.78, and 1701.82 of the Revised Code, which sections relate to the reorganization, merger, and consolidation of corporations, the corporate name of a domestic corporation shall comply with all of the following: (1) It shall end with or include the word or abbreviation "company," "co.," "corporation," "corp.," "incorporated," or "inc." (2) It shall not include...

... released from pre-emptive rights. (B)(1) The directors, or a committee of the directors, may delegate the authority described in division (A) of this section to one or more officers if the resolution authorizing the delegation specifies the total number of shares or options that the officer or officers may award and the terms on which any shares may be issued, offered, or sold or the terms of any options. (2) The ...

... shares of a corporation shall state: (1) That the corporation is organized under the laws of this state; (2) The name of the person to whom the shares represented by the certificate are issued; (3) The number of shares represented by the certificate; (4) If the shares of the corporation are classified, the designation of the class, and the series, if any, of the shares represented by the certificate; (5) On the...

...ay be called by any of the following: (1) The chairperson of the board, the president, or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president; (2) The directors by action at a meeting, or a majority of the directors acting without a meeting; (3) Persons who hold twenty-five per cent of all shares outstanding and entitled to vote at t...

...l share acquisition pursuant to section 1701.831 of the Revised Code is valid if it provides that it is irrevocable or if it is sought, appointed, and received other than both: (1) In accordance with all applicable requirements of the law of this state and the law of the United States; (2) Separate and apart from the sale or purchase, contract or tender for sale or purchase, or request or invitation for tender for ...

...d in the articles or the regulations: (1) No contract, action, or transaction shall be void or voidable with respect to a corporation for the reason that it is between or affects the corporation and one or more of its directors or officers, or between or affects the corporation and any other person in which one or more of its directors or officers are directors, trustees, or officers, or have a financial or personal...

... the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code otherwise provide, and subject to the exceptions applicable during an emergency, as that term is defined in section 1701.01 of the Revised Code, for which provision is made in division (F) of section 1701.11 of the Revised Code, a majority of the whole authorized number of directors is necessary to constitute a quorum for a meeting of t...

... the articles in the following cases: (1) When and to the extent authorized by the articles, the directors may adopt an amendment determining, in whole or in part, the express terms, within the limits set forth in this chapter, of any class of shares before the issuance of any shares of that class, or of one or more series within a class before the issuance of shares of that series. When no shares of a series create...

...the converting 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 of the entity into which the entity will be converted, and the jurisdiction of formation of the converting entity; (b) The articles of the converted corporation; (c) All statements and matters required to be set forth in an inst...

...sts, provided the provisions of Chapter 1704. of the Revised Code do not prevent the merger or consolidation from being effected. The merger or consolidation must be permitted by the laws of each state under the laws of which any foreign constituent corporation exists. (B) The agreement of merger or consolidation shall set forth the following: (1) The states under the laws of which each constituent corporation exis...

...hall set forth all of the following: (1) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (2) In the case of a merger, that one or more specified constituent entities will be merged into a specified surviving foreign entity or surviving domestic entity other than a domestic corporation or, in the case of a consolidation, that the cons...

...provided that the provisions of Chapter 1704. of the Revised Code do not prevent the merger from being effected, one or more domestic or foreign subsidiaries may be merged into a domestic or foreign parent corporation, provided that the parent owns ninety per cent or more of each class of the outstanding shares of each subsidiary, that at least one constituent corporation is a domestic corporation, and that, in the c...

...tion 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 forth only the information required...

...ed Substitute House Bill No. 822 of the 114th general assembly, which amended sections 1701.01, 1701.11, 1701.37, 1701.48, 1707.01, 1707.23, 1707.26, 1707.29, and 1707.99 and enacted sections 1701.831 and 1707.042 of the Revised Code, the general assembly found and continues to find that: (1) Existing Ohio corporate law was designed to deal with traditional methods of transfer of control of Ohio corporations. The te...

...corporation by any of the following: (1) A director of the corporation; (2) Persons who, in the aggregate, hold twenty-five per cent of all shares outstanding and entitled to vote at a meeting of the shareholders, unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code prescribe a smaller propo...

... which shall set forth the following: (1) The name of the corporation; (2) The place in this state where the principal office of the corporation is to be located; (3) The purpose or purposes for which the corporation is formed. (B) The articles also may set forth the following: (1) The names of individuals who are to serve as the initial directors; (2) The names of any persons or the designation of any group of...

...rovided in this section and in sections 1702.41 and 1702.411 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office any articles if the corporate name set forth in the articles is not distinguishable upon the secretary of state's records from any of the following: (1) The name of any other corporation, whether a nonprofit corporation or a business corporation and ...

...the regulations otherwise provide: (A)(1) The voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy at any meeting of voting members shall constitute a quorum for the meeting. (2) The affirmative vote of a majority of the voting members present at a meeting at which a quorum is present as provided in division (A)(1) of this section shall be necessa...

...d in the articles or the regulations: (1) No contract, action, or transaction is void or voidable with respect to a corporation because the contract, action, or transaction is between or affects the corporation and one or more of its directors or officers, or is between or affects the corporation and any other person in which one or more of the corporation's directors or officers are directors or officers, or in whi...

...material terms of the agreement. (B)(1) At each meeting described in division (A) of this section, a vote of the members shall be taken on the proposed agreement. In order to be adopted, the agreement, including any amendments or additions to the agreement proposed at each such meeting, shall receive the affirmative vote of a majority of the voting members of each constituent domestic corporation present at ...

...e 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...

..." have the same meanings as in section 1701.01 of the Revised Code. (B) "Chapter 1704. transaction" means any of the following: (1) A merger, consolidation, combination, or majority share acquisition between or involving an issuing public corporation or any subsidiary of an issuing public corporation and any of the following: (a) An interested shareholder; (b) A person, partnership, corporation, or other enti...

... "Entity" means any of the following: (1) A corporation existing under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United States, or any other state: (a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for profit organization, including a general or l...