Ohio Revised Code Search

...alid by reason of anything contained in laws prohibiting usury or regulating interest rates.

...(A) The articles may be amended from time to time in any respect if the articles as amended set forth all such provisions as are required in, and, except for an amendment to the articles described in division (B)(11) of this section, only such provisions as may properly be in, original articles filed at the time of adopting the amendment, and, if a change in issued shares is to be made, or if as the result of...

...(A) If initial directors are not named in the articles, before subscriptions to shares have been received and before the incorporators have elected directors, the incorporators may adopt an amendment to the articles by a writing signed by them. If initial directors are named in the articles, or if the incorporators have elected directors and have not received subscriptions, then before subscriptions to shares have be...

...hat, under any applicable provision of law or under the existing articles, could be authorized only by or pursuant to a specified vote of shareholders, the amendment, in order to be adopted, must receive the affirmative vote so specified. (B) Regardless of limitations or restrictions in the articles on the voting rights of the shares of any class, the holders of shares of a particular class, and in the cases s...

...(A) The incorporators, the directors, and the shareholders, in the cases where they are respectively authorized to adopt an amendment to the articles, may, in addition thereto or in lieu thereof, adopt amended articles by the same action or vote as that required to adopt the amendment. (B) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the...

...(A)(1) Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles, a statement of the manner of its adoption, and, in the case of adoption of the resolution by the incorporators or directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and thereupon the articles shall be amended ...

...(A) If an amendment does any of the following, then shareholders are entitled to relief to the extent provided in division (B) of this section: (1) Changes issued shares of a particular class that have preference in dividends or distributions or on liquidation over shares of any other class into shares of any other class, or changes any of the express terms of issued shares of such particular class, and the h...

...rs or officers then in office; make any lawful change in its stated capital; make a determination of the fair value to the corporation of its assets; transfer all or a part of its assets; merge; consolidate; remove or appoint a statutory agent; authorize the granting of option rights in respect of shares and other securities; authorize the issuing of notes, bonds, and other evidences of indebtedness, whether or not c...

...(A)(1) Provided the provisions of Chapter 1704. of the Revised Code do not prevent the transaction from being effected, a lease, sale, exchange, transfer, or other disposition of all, or substantially all, of the assets, with or without the good will, of a corporation, if not made in the usual and regular course of its business, may be made upon the terms and conditions and for the consideration, that may consi...

...Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at public or private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equita...

...olidation must also 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: (1) The state under the laws of which each constituent corporation exists; (2) In the case of a merger, that one or more specified constituent corporations shall be merged into a specified domestic surviving corporation and, in ...

...entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (B) The agreement of merger or consolidation shall set forth all of...

...e chapter of the Revised Code or by the laws under which 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 s...

...such consolidation in a state under the laws of which a foreign constituent corporation exists, 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 for...

...ic constituent entity exists and by the laws under which each foreign constituent entity exists. (B) The agreement of merger or consolidation shall 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 sp...

...e chapter of the Revised Code or by the laws under which 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 of the entity into which the entity will be converted, the form of the converted entity, and the jurisdiction of formation of the converted entity; (b) If the converted ent...

...uent corporation in accordance with the laws of the state under which it exists. (2) Within twenty days after the approval of the agreement of merger by the directors of each domestic constituent corporation, the surviving corporation shall deliver or send notice of such approval and copy or summary of the agreement to each shareholder of each domestic constituent corporation, other than the surviving corporation, o...

...uent corporation in accordance with the laws of the state under which it exists. (2) Within twenty days after the approval of the agreement of merger by the directors of the surviving subsidiary corporation, the surviving corporation shall deliver or send notice of such approval and a copy or summary of the agreement to each shareholder of the surviving corporation, other than the parent of the surviving corporation...

...(A) For purposes of this section, a holding company is a domestic corporation that, from its formation until consummation of a merger governed by this section, was at all times a direct or indirect wholly owned subsidiary of the parent corporation and whose shares are issued in that merger solely to the shareholders of the parent corporation. (B) Pursuant to an agreement of merger between the constituent corporation...

...tituent entity and the state under the laws of which each constituent entity exists; (b) A statement that each constituent entity has complied with all of the laws under which it exists and that the laws permit the merger or consolidation; (c) The name and mailing address of the person or entity that is to provide, in response to any written request made by a shareholder, partner, or other equity holder of a ...

...verting entity and the state under the laws of which the converting entity exists; (b) A statement that the converting entity has complied with all of the laws under which it exists and that the laws permit the conversion; (c) The name and mailing address of the person or entity that is to provide a copy of the declaration of conversion in response to any written request made by a shareholder, partner, or mem...

...e license certificate prescribed by the laws of this state for a foreign corporation transacting business in this state or the application for registration prescribed for a foreign limited partnership or limited liability company. (D) Any action to set aside any merger or consolidation on the ground that any section of the Revised Code applicable to the merger or consolidation has not been complied with shall be bro...

...mited by the requirements of applicable law, both of the following: (i) All assets and property of every description of the converting entity and every interest in the assets and property of the converted entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in the converting entity does not revert or in any way is impaired by reason...

...(A) To effect a combination or majority share acquisition, the directors of the acquiring corporation shall authorize such transaction. If the articles or regulations of the acquiring corporation require such transaction to be authorized by its shareholders, or if such transaction involves the issuance or transfer by the acquiring corporation of such number of its shares as entitle the holders to exercise one-sixth o...

...if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition. (C)(1) Within ten days after receipt of an acquiring person statement that complies with division (B) of this section, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of voti...