Ohio Revised Code Search

...(A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign corporation owes no duty to, incurs no liability or obligation to, and is not in privity with the members or creditors of the corporation by reason of providing goods to or performing services for the corporation. (B) Absent an express agreement to the contrary, a person providing goods to ...

...(A) No officer, director, employee, or agent of a corporation shall, either alone or with another 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 m...

...(A) The members, the directors, and the officers of a corporation shall not be personally liable for any obligation of the corporation. (B) In addition to any other liabilities imposed by law upon directors of a corporation and except as provided in division (D) of this section, directors shall be jointly and severally liable to the corporation as provided in division (C) of this section if they vote for or assent ...

...No person shall exercise or attempt to exercise any rights, privileges, immunities, powers, franchises, or authority under the articles of a domestic corporation after such articles have been canceled or after such corporation has been dissolved or after the period of existence of the corporation specified in its articles has expired, except such acts as are incident to the winding up of the affairs of such corporati...

...(A) Except as provided in sections 1702.01 to 1702.58 of the Revised Code, the provisions of those sections shall apply only to domestic corporations, and except as otherwise provided in this section, the provisions of those sections shall apply to all domestic corporations, whether formed under those sections or under previous laws of this state. (B) Special provisions in the Revised Code for the organization, cond...

...ing agreement may prescribe, but is not limited to, any of the following: (1) The geographical territory within the municipal corporation in which the police department established by the qualified nonprofit corporation under division (B) of this section may provide police services; (2) The standards and criteria to govern the interaction between the police officers employed by the police department established by ...

...Whoever violates section 1702.57 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars.

...As used in sections 1703.01 to 1703.31 of the Revised Code: (A) "Domestic corporation" means a corporation incorporated under the laws of this state or 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 this state. (B) "Foreign corporation" means a corporation incorporated under the laws of another state or a bank, savings bank...

...Sections 1703.01 to 1703.31 of the Revised Code do not apply to corporations engaged in this state solely in interstate commerce, including the installation, demonstration, or repair of machinery or equipment sold by them in interstate commerce, by engineers, or by employees especially experienced as to such machinery or equipment, as part thereof; to credit unions, title guarantee and trust companies, bond investmen...

...No foreign corporation not excepted from sections 1703.01 to 1703.31 of the Revised Code, shall transact business in this state unless it holds an unexpired and uncanceled license to do so issued by the secretary of state. To procure such a license, a foreign corporation shall file an application, pay a filing fee, and comply with all other requirements of law respecting the maintenance of the license as provided in ...

... secretary of state from the name of a limited liability company, whether domestic or foreign, or any other corporation, whether nonprofit or for profit and whether that of a domestic corporation or of a foreign corporation authorized to transact business in this state, unless there is also filed with the secretary of state the consent of the other limited liability company or corporation to the use of the nam...

...When the application of a foreign corporation for a license to transact business in this state has been accepted for filing and the filing fee has been paid, the secretary of state shall issue to the corporation a license certificate authorizing it to transact business in this state, subject to expiration or cancellation of the license as provided by law.

...Any person intending to organize a corporation under the laws of another state, or any foreign corporation intending to transact business in this state or intending to change its name, may file in the office of the secretary of state, in writing and on a form prescribed by the secretary of state, an application for the exclusive use of a name to be used by that proposed or existing foreign corporation. If the secret...

...If a foreign corporation has merged or consolidated with one or more foreign corporations, it shall file with the secretary of state a certificate setting forth the fact of merger or consolidation, certified by the secretary of state, or other proper official, of the state under the laws of which the foreign corporation was incorporated. The secretary of state, before filing a certificate evidencing a foreign...

...A foreign corporation shall file a certificate of amendment with the secretary of state if, in amending its articles of incorporation, it modifies any of the information included in either its application for a license to transact business in this state or any amendment to that application. The certificate of amendment shall describe the modification of information, include a statement of its adoption together with a...

...Upon the filing of an amendment by a foreign corporation increasing its number of authorized shares in this state, the secretary of state shall issue to the corporation a supplemental license certificate setting forth the number of shares that the corporation is authorized to have represented in this state.

...Any foreign corporation which would be entitled to make application for and procure a license to transact business in this state under sections 1703.01 to 1703.31 of the Revised Code, may procure from the secretary of state a temporary license to transact business in this state upon filing with the secretary of state the application and certificate of good standing or subsistence required by such sections and paying ...

...The expiration or cancellation of a license of a foreign corporation to transact business in this state shall not affect any pending action upon any liability or obligation of such corporation incurred within this state, or arising out of business transacted in this state, prior to the filing of a certificate of surrender under section 1703.17 of the Revised Code.

...(A) A foreign corporation may surrender its license to transact business in this state in the manner provided in this section. (B) A certificate of surrender signed by any authorized officer, or by the receiver, trustee in bankruptcy, or other liquidator of such corporation, shall be filed with the secretary of state, on a form prescribed by the secretary of state, setting forth: (1) The name of the corporation and...

...The secretary of state shall be the agent of any foreign corporation licensed to do business in this state, upon whom process against it from any court in this state or from any public authorities may be served within this state if the designated agent cannot be found, if the corporation has failed to designate another agent when required to do so under sections 1703.01 to 1703.31 of the Revised Code, or if the licen...

...Any foreign corporation required to be licensed under sections 1703.01 to 1703.31 of the Revised Code, which transacts business in this state without being so licensed, shall be conclusively presumed to have designated the secretary of state as its agent for the service of process in any action against such corporation arising out of acts or omissions of such corporation within this state, including, without limitati...

...A foreign corporation holding an unexpired and uncanceled license under sections 1703.01 to 1703.31, inclusive, of the Revised Code, shall not be subject to process of attachment under any law of this state on the ground that it is a foreign corporation nonresident of this state.

...The license certificate, and any supplemental license certificate, issued under sections 1703.01 to 1703.31, inclusive, of the Revised Code, to a foreign corporation, or a copy of such certificate certified by the secretary of state, shall be prima-facie evidence that such corporation has been duly organized, is in existence, and is duly licensed to transact business in this state. Such evidence may be rebutted by a ...

...An amendment changing the name of a foreign corporation may be filed for record with the county recorder of any county when accompanied by a certificate from the secretary of state of this state certifying that an amendment evidencing a change in the corporate name has been filed in the secretary of state's office. For such recording the recorder shall charge and collect the same fee as provided for in division...

...Except as otherwise expressly provided in sections 1703.01 to 1703.31, inclusive, of the Revised Code, any notice, statement, certificate, or decision required or permitted by such sections to be given to a foreign corporation by any public authorities shall be deemed sufficiently given if mailed, postage prepaid, to such corporation at its principal office or at its principal office in this state, or to its designat...