Ohio Revised Code Search

...continuously in existence since January 1, 1925, claiming to have been legally incorporated as such, and exercising authority and performing duties as such during such time, shall be prima-facie evidence of the due incorporation as claimed by such organization.

...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) The lesser of (a) ten per cent of the voting members or (b) twenty-five of the voting memb...

...ivision (B) of this section and section 1702.521 of the Revised Code: (1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, the number shall be three, except that if there are only one or two members of the corporation, the number of directors may be less than three but not less than the number of members. (2)(a) Subject to division (A)(2)(c) of ...

...ction may do both of the following: (1) Create one or more subcommittees, each of which consists of one or more members of the committee; (2) Delegate to a subcommittee any or all of the powers and authority of the committee.

...sion is made in division (G) of section 1702.11 of the Revised Code: (1) All officers, as between themselves and the corporation, shall respectively have such authority and perform such duties as are determined by the persons authorized to elect or appoint them; (2) Any officer may be removed, with or without cause, by the persons authorized to elect or appoint the officer without prejudice to the contract rights o...

...r or consolidation pursuant to section 1702.41 or 1702.411 of the Revised Code, a certificate of merger or consolidation signed by any authorized representative of each constituent 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 by this section. (1) The certificate of merger or consoli...

...fective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the officers, general partners, or other authorized representatives of the respective constituent entit...

...the articles in accordance with section 1702.06, 1702.59, or 1724.06 of the Revised Code, or are permitted upon reinstatement by division (C) of section 1702.60 of the Revised Code, and for such purposes it shall continue as a corporation. (B) Any claim existing or action or proceeding pending by or against the corporation or that would have accrued against it may be prosecuted to judgment, with right of appeal as i...

... in respect to the following matters: (1) The presentation and proof of all claims and demands against the corporation and of all rights, interests, or liens in or on any of its property; the fixing of the time within which and the manner in which such proof shall be made and the person to whom such presentation shall be made; and the barring from participation in any distribution of assets of all persons failing to...

... judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of, the court of common pleas of the ...

...conclusive in the person's favor. (D)(1) A certificate issued by the secretary of state confirming that a corporation is in good standing is, for seven days after the date on the certificate, conclusive evidence of both of the following: (a) That the authority of a domestic corporation has not been limited as described in section 1702.49 or 1702.52 of the Revised Code, provided that both of the following apply: ...

...er or others, with intent to deceive: (1) Make, issue, deliver, transmit by mail, or publish any prospectus, report, circular, certificate, statement, balance sheet, exhibit, or document, respecting membership rights in, or the activities, assets, liabilities, earnings, or accounts of, a corporation, that is false in any material respect, knowing the same to be false; (2) Having charge of any books, minutes, record...

...vised Code, or created before September 1, 1851, which corporation has expressedly or impliedly elected to be governed by the laws passed since that date, and whose articles or other documents are filed with the secretary of state, shall file with the secretary of state a verified statement of continued existence, signed by a director, officer, or three members in good standing, setting forth the corporate name, the ...

...ame fee as provided for in division (A)(1) of section 317.32 of the Revised Code.

...comply with the requirements of section 1703.041 of the Revised Code; (F) Its irrevocable consent to service of process on such agent so long as the authority of the agent continues and to service of process upon the secretary of state in the events provided for in section 1703.19 of the Revised Code. For the filing of that statement, the secretary of state shall charge and collect the fee specified in division (...

...tion to obtain a license under sections 1703.01 to 1703.31 of the Revised Code, does not affect the validity of any contract with such corporation, but no foreign corporation that should have obtained such license shall maintain any action in any court until it has obtained such license. Before any such corporation shall maintain such action on any cause of action arising at the time when it was not licensed to trans...

...wn name, to do all of the following: (1) Sue and be sued; (2) Contract; (3) Hold and convey title to assets of the series, including real property, personal property, and intangible property; (4) Grant liens and security interests in assets of the series.

...rovided in this section and in sections 1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office the articles of organization of a limited liability company if the company name set forth in the articles is not distinguishable on the records of the secretary of state from the name of any of the following: (1) Any other ...

...g both of the following information: (1) The name and registration number of the limited liability company; (2) The changes the amendment makes to the articles of organization as most recently amended or restated. (D) Restated articles of organization shall be delivered to the secretary of state for filing in the same manner as an amendment. Restated articles of organization shall be designated as such in the h...

... signed as provided by this section. (1) A limited liability company's initial articles of organization shall be signed by at least one person. (2) A record signed on behalf of a limited liability company shall be signed by a person authorized by the limited liability company. (3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the l...

...court to order any of the following: (1) The person to sign the record; (2) The person to deliver the record to the secretary of state for filing; (3) The secretary of state to file the record unsigned. (B) If a petitioner under division (A) of this section is not the limited liability company or foreign limited liability company to whom the record pertains, the petitioner shall make the limited liability com...

...e and shall do all of the following: (1) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) Specify the inaccurate information or the defect in the signing; (3) Correct the incorrect or inaccurate information or defective signature. (C) When filed by the secretary of state, a certificate of correction is effective retroactively as of the effective date...

...r eliminated as contemplated by section 1706.08 of the Revised Code, in the event that there have not been designated one or more managers to supervise or manage the activities of the limited liability company, the only fiduciary duties a member owes to the limited liability company and the other members is the duty of loyalty and the duty of care set forth in divisions (C) and (D) of this section. (C) A member's d...

...ies, may do either of the following: (1) Impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; (2) Keep confidential from the members and any other persons, for such period of time as the limited liability company deems reasonable,...

...r in part, of a membership interest: (1) Is permissible; (2)(a) Does not by itself cause a member to cease to be a member of the limited liability company; (b) Does not by itself cause a member to cease to be associated with a series of the limited liability company. (3) Does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; (4) Subject to section 1706.3...