Ohio Revised Code Search

...(A) As used in this section, "critical infrastructure," "disaster response period," "disaster work," a nd "qualifying employee" have the same meanings as in section 5703.94 of the Revised Code. (B) No person shall be required to file articles of incorporation or any other documents or applications with the secretary of state as established in sections 111.16, 1329.01, 1701.04, or elsewhere in the Revised Code or ot...

... (5) Voting rights, which may be full, limited, or denied, except as otherwise required by law; (6) Pre-emptive rights, or the denial or limitation of them; (7) Conversion rights; (8) Restrictions on the issuance of shares; (9) Rights of alteration of express terms; (10) The division of any class of shares into series; (11) The designation and authorized number of shares of each series; (12) The right of the ...

...(A) When articles of incorporation and other certificates relating to the corporation are submitted to the secretary of state, the secretary of state shall, after finding that they comply with the provisions of sections 1701.01 to 1701.98 of the Revised Code, accept the articles and other certificates for filing and make a copy of the articles and other certificates by microfilm or by any authorized photostatic or di...

...(A) After the articles have been filed, the incorporators or a majority of them may receive subscriptions for shares at such time and place that they determine. (B) Unless the articles fix the consideration for which subscriptions are to be received, all of the following apply: (1) If subscriptions are to be received for shares without par value, the incorporators shall fix the consideration for which they will rec...

...(A) After incorporation, all of the following apply: (1) If the initial directors are named in the articles, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by receiving subscriptions, appointing officers, adopting regulations, and carrying on any other business brought before the meeting. (2) If the initial dire...

...(A)(1) Regulations for the government of a corporation, the conduct of its affairs, and the management of its property, consistent with law and the articles, may be adopted, amended, or repealed in any of the following ways: (a) Within ninety days after the corporation is formed, by the directors in accordance with division (A)(1) of section 1701.10 of the Revised Code; (b) By the shareholders at a meeting he...

...If an initial stated capital is set forth in its articles and a corporation commences business before there has been paid in the amount of that initial stated capital, no corporate transaction shall be invalidated thereby, but incorporators participating in such transaction before the election of directors, and directors participating therein, shall be jointly and severally liable for the debts of the corporation up ...

...Except as otherwise provided by law, the articles, or the regulations, the directors of a corporation may: (A) Determine the time when, the terms under which, and the considerations for which the corporation issues, disposes of, or receives subscriptions for, its shares, including treasury shares; (B) Determine, subject to the limitations provided in section 1701.35 of the Revised Code in the case of purchase of sh...

...f any class, other than shares that are limited as to dividend or distribution rate and liquidation price, have pre-emptive rights, those holders, upon the offering or sale for cash of shares of the same class, shall have the right, during a reasonable time and on reasonable terms fixed by the directors, to purchase the shares in proportion to their respective holdings of shares of such class, at a price fixed as pro...

...ders of the options, including, but not limited to, the following: (a) Restrictions upon the authorization or issuance of additional shares; (b) Provisions for the adjustment of the option price; (c) Provisions concerning rights in the event of reorganization, merger, consolidation, or sale of the entire assets of the corporation; (d) Provisions for the reservation of authorized but unissued shares to satisfy the...

...(A) A corporation by its directors, upon terms as it may impose, may provide and carry out plans for the issuance, offering, or sale, or for the grant of options, to employees of the corporation or of subsidiary corporations, or to a trustee on their behalf, during the period of their employment or other period, of, or with respect to, any unissued shares, treasury shares, or shares to be purchased, which plans may p...

...(A) Except as provided in the case of change of shares, share dividends or distributions, reorganization, merger, consolidation, combination, or conversion of shares or obligations into shares, the following apply: (1) Consideration for shares may include cash, property, services rendered, a promissory note, or any other binding obligation to contribute cash or property or to perform services; the provision of any o...

...(A) When a determination of the fair value to a corporation is made by the incorporators, directors, or shareholders with respect to consideration, other than cash, paid or to be paid to the corporation for shares; or made by the directors with respect to property voluntarily contributed to the corporation; or made by the directors with respect to physical assets of the corporation that are reckoned by the director...

...(A) When no provision as to time of payment for shares of a corporation is made in the contract of subscription or purchase, they shall be paid for on the call of the directors. (B) In case of default in the payment of any contract of subscription or purchase, the corporation may collect the amount unpaid, and in addition to other remedies, unless the contract of subscription or purchase otherwise provides, the corp...

...(A) By the express terms of shares of any class or series, such shares may be convertible into the same or a different number of shares of any other class or series. Such express terms may contain any statements not repugnant to law for the protection of such conversion rights, including, without limiting the generality of such authority: restrictions upon the authorization or issuance of additional shares; provision...

...(A) Unless the articles otherwise provide, a corporation by its directors may, subject to the provisions of this section, confer on the holder of any obligations of the corporation the right to convert such obligations into shares of any authorized class or series, on such terms as are set forth in the instrument evidencing such conversion rights. Such terms may include any statements not repugnant to law for the pro...

...(A) By the express terms of shares of any class or series, such shares may be redeemable, in whole at one time or in part from time to time, at the option of the corporation, or at a specified time or event, in such manner and upon such conditions, price, and notice as are provided in said express terms. The exercise of such right of redemption shall, however, be subject to the limitations provided in section 1701.35...

...(A) The shares of a corporation are personal property. (B) 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 provide otherwise, a holder of shares is entitled to one or more certificates, signed by the chairperson of the board or the president or a vice-president and by the secretary, ...

...(A) Each certificate for 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 ...

...A corporation may open transfer books in any state for the purpose of transferring shares issued by it, and it may employ agents to keep the records of its shares, or to transfer or to register shares, or both, in any state, and the acts of such agents shall be binding on the corporation. The duties and liabilities of such agents shall be such as are agreed to by the corporation. If no such transfer agent is appoint...

...(A) In case a certificate for shares is lost, stolen, or destroyed, the court of common pleas or the probate court of the county in which the principal office of the corporation is located shall have jurisdiction to hear and determine all questions respecting such loss, theft, or destruction, the person interested therein, the bond required to be given to protect the corporation or any person injured by the execution...

...(A) As used in this section "security" means scrip issued in lieu of fractional shares, warrants, and rights to purchase or subscribe for shares, and promissory obligations of a corporation in registered form. (B) A corporation shall incur no liability if: (1) In executing and delivering a certificate for shares or other securities of such corporation, whether upon original issue or transfer thereof, or in transfer...

...A corporation may pay as cost of organization or reorganization the reasonable expenses incident thereto, and it may also pay or allow reasonable expenses, compensation, or discount for the sale, underwriting, or purchase of any of its shares; such payment or allowance shall not have the effect of rendering shares not fully paid and nonassessable.

...(A) Every corporation shall have and shall carry upon its books a stated capital for each class of outstanding shares with par value and for each class of outstanding shares having preference in the event of the involuntary liquidation of the corporation. Every corporation may have and, if it does have, shall carry upon its books a stated capital for any other class of outstanding shares. The stated capital of each o...

...A corporation shall not take any action which will require or result in reduction of the stated capital of each outstanding share with par value, to less than the par value of such share. Subject to such limitation and to such provisions as are set forth in the articles or in any contract or obligation: (A) Whenever an outstanding redeemable share is redeemed by the corporation, or an outstanding share is purchased ...

...artner of a partnership, a member of a limited liability company, a majority shareholder of an S corporation, a person with a majority ownership interest in a pass-through entity, or any officer, employee, or agent with authority to make decisions legally binding upon a business. (7) "Record owner" means the person or persons in whose name a parcel is listed on the tax list or exempt list compiled by the count...

...company, business trust, estate, trust, partnership, or association that receives any funds from a state agency or political subdivision to perform an activity on behalf of the state agency or political subdivision. (4) "State agency" has the same meaning as in section 1.60 of the Revised Code. (5) "Theft offense" has the same meaning as in section 2913.01 of the Revised Code. (6) "Volunteer" means a person who...

...company, business trust, estate, trust, partnership, association, eligible county, eligible transit authority, host municipal corporation, port authority, new community authority, and any other political subdivision of the state. (20) "Port authority" means a port authority created under Chapter 4582. of the Revised Code. (21) "Project" means acquiring, constructing, reconstructing, rehabilitating, remodeling, re...

...e a limited partner. If a partner is a partnership, trustee, fiduciary other than a trustee, executor, or administrator, corporation, association, or other entity and if the partnership, trust, corporation, association, or entity is dissolved or terminated, the powers of the partner may be exercised by its legal representative or successor.

...such accounting terms as owners equity, partnership equity, shareholders equity, net assets, and fund balances. (I) "Person" has the same meaning as in section 1.59 of the Revised Code.

...d liability company. If any person is a partnership or association, the applicant shall list the names of each partner or member of the association. Any person having a legal or beneficial interest in the ownership of the business, other than a bank as defined in section 1101.01 of the Revised Code, shall notify the division of liquor control of the interest, including contracts for purchase on an installment basis, ...

...s limited to a sole proprietor, or to a partnership, joint venture, firm, association, or corporation, a majority of whose stockholders, partners, members, or associates are persons or the spouses of persons related to each other within the fourth degree of kinship, according to law, provided that the sole proprietor or at least one of such related persons resides or will reside on or is or will actively operate the ...

...d liability company, or a partner of a partnership, or under any other form of ownership other than a sole proprietorship.

..., of all members if the applicant is a limited liability company, or of all officers and directors if the applicant is a corporation, and of any other person who has a right to control or in fact controls management of the applicant or the selection of officers, directors, or managers of the applicant. As used in division (C)(1) of this section, "control" means the power, directly or indirectly, to direct the m...

...p, of all members if the applicant is a limited liability company, or of all officers and directors if the applicant is a corporation, and of any other person who has a right to control or in fact controls management of the applicant or the selection of officers, directors, or managers of the applicant. As used in division (C)(1) of this section, "control" has the same meaning as in division (C)(1) of section 903.02 ...

... provided that the obligation to pay is limited to the moneys received by the subdivision from such corporation, partnership, or person and is not an obligation for which the faith or credit or taxing power of the subdivision is pledged. Any subdivision receivng such a loan may construct or cause to be constructed the improvements for which such loan is made in the manner provided by law or charter for the making of...

...arded entity. (2)(a) A single member limited liability company that is a disregarded entity for federal tax purposes may be a separate taxpayer from its single member in all Ohio municipal corporations in which it either filed as a separate taxpayer or did not file for its taxable year ending in 2003, if all of the following conditions are met: (i) The limited liability company's single member is also a limited...

...anization, including the formation of a partnership or corporation from a sole proprietorship; (ii) A change in operational control of the nursing home, regardless of whether ownership of any or all of the real property or personal property associated with the nursing home is also transferred; (iii) A lease of the nursing home to the entering operator or termination of the exiting operator's lease; (iv) If the ...

...anization, including the formation of a partnership or corporation from a sole proprietorship; (b) A change in operational control of the nursing facility, regardless of whether ownership of any or all of the real property or personal property associated with the nursing facility is also transferred; (c) A lease of the nursing facility to the entering operator or termination of the exiting operator's lease; ...

.... (14) The person's right in specific partnership property, as exempted by the person's rights in a partnership pursuant to section 1776.50 of the Revised Code, except as otherwise set forth in section 1776.50 of the Revised Code; (15) A seal and official register of a notary public, as exempted by section 147.04 of the Revised Code; (16) The person's interest in a tuition unit or a payment under section 3334.0...

...edgment) (Title or rank)" (D) For a partnership: "State of ____________________________ County of ___________________________ The foregoing instrument was acknowledged before me this (date) by (name of acknowledging partner or agent), partner (or agent) on behalf of (name of partnership), a partnership. (Signature of person taking acknowledgment) (Title or rank)" (E) For an individual acting as princi...

...onfidential information includes and is limited to information concerning trade secrets or privileged commercial or financial information relating to the competitive rights of the persons intending to conduct the extraction of minerals. (E)(1) Upon the basis of a complete mining application and reclamation plan or a revision or renewal thereof, as required by this chapter, and information obtained as a result of pu...

... of all partners if the applicant is a partnership, or of all officers and directors if the applicant is a corporation, and any other person who has a right to control or in fact controls the management of the applicant or the selection of officers, directors, or managers of the applicant; (2) A list of the minerals and coal, if any coal, sought to be extracted, an estimate of the annual production rates for e...

... nuisance abatement, including, but not limited to, cutting grass and weeds, boarding up vacant or abandoned structures, and demolishing condemned structures on properties that are subject to a delinquent tax or assessment lien, or property for which a municipal corporation or township has contracted with a county land reutilization corporation to provide code enforcement or nuisance abatement assistance. (11) To c...

...r this section. If the applicant is a partnership, association, or corporation, the director also may debar from consideration for permits any partner of the partnership, or the officers, directors, or employees of the association or corporation being debarred. The director may adopt rules in accordance with Chapter 119. of the Revised Code governing the debarment of an applicant. (G) When the director reasonab...

...ay allocate the amount of credit, as so limited, among any of its taxable years that end after the purchase is made and include any portion of the eighteen-month period. The taxpayer shall claim the credit in the order required under section 5733.98 of the Revised Code. Any credit amount in excess of the tax due under this chapter after allowing for any other credits that precede the credit under this section in that...

...ay allocate the amount of credit, as so limited, among any of its taxable years that end after the purchase is made, and that include any portion of the seven-month period. The taxpayer shall claim the credit in the order required under section 5733.98 of the Revised Code. Any credit amount in excess of the tax due under this chapter after allowing for any other credits that precede the credit under this section in t...

...cts the license or rates of any person, partnership, trust, business trust, corporation, or association in which the public official or employee or immediate family owns or controls more than five per cent. No public official or employee shall participate within the scope of duties as a public official or employee, except through ministerial functions as defined in division (A) of this section, in any license or rate...

...or is a participant in a joint venture, partnership, consortium, or similar business arrangement with, a professional sports franchise or owner. (X) "Owner" means a person that has a controlling ownership interest in a professional sports franchise. (Y) "Person" means one or more individuals, receivers, assignees, trustees in bankruptcy, estates, firms, limited liability companies, partnerships, associations, joi...

...oration, business trust, estate, trust, partnership, and association; (ii) An unborn human who is viable. (b) As used in any section contained in Title XXIX of the Revised Code that does not set forth a criminal offense, "person" includes an individual, corporation, business trust, estate, trust, partnership, and association. (c) As used in division (B)(1)(a) of this section: (i) "Unborn human" means an i...