Ohio Revised Code Search

...(A) A copy of the articles or amended articles filed in the office of the secretary of state, certified by the secretary of state, shall be conclusive evidence, except as against the state, that the corporation has been incorporated under the laws of this state. A copy duly certified by the secretary of state of any certificate of amendment or other certificate filed in the secretary of state's office shall be prima-...

...ertificates by reason of such filing or recording.

...(A) Without limiting the generality of such authority, the regulations, whether designated a constitution or rules, or by some other term, may include provisions with respect to the following: (1) The place, if any, and time for holding, the manner of and authority for calling, giving notice of, and conducting, and the requirements of a quorum for, meetings of members, or their elected representatives or delegates; ...

...(A) A copy of the articles or amended articles filed in the office of the secretary of state, certified by the secretary of state, shall be conclusive evidence, except as against the state, that the corporation has been incorporated under the laws of this state; and a copy duly certified by the secretary of state of any certificate of amendment or other certificate filed in the secretary of state's office shall be pr...

...(A) If the laws of the United States prohibit, preempt, or otherwise eliminate the licensing requirement of sections 1703.01 to 1703.31 of the Revised Code with respect to a corporation that is 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 another state, the bank, savings bank, or savings and loan association shall no...

...No foreign corporation shall transact in this state any business that could not be lawfully transacted by a domestic corporation. Whenever the secretary of state finds that a foreign corporation licensed to transact business in this state is transacting in this state a business that a domestic corporation could not lawfully transact, is transacting business in this state in a corporate name that is not readily distin...

...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...

...The secretary of state shall keep a record of all foreign corporations licensed to transact business in this state. Once a month the secretary of state shall prepare and deliver to the tax commissioner a list of all foreign corporations licensed to transact business in this state during the preceding month, showing the location and addresses of their principal offices and of their principal offices in this state, an...

...(A) Upon reasonable notice provided to the limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (B) A limited liability company may cha...

...(A) A foreign limited liability company that has a registration as a foreign limited liability company in the records of the secretary of state may cancel its registration as a limited liability company by delivering for filing a certificate of cancellation of registration of a foreign limited liability company to the secretary of state. (B) A certificate of cancellation of registration of a foreign limited liabili...

...(A) An entity other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an entity other than a limited liability company pursuant to sections 1706.72 to 1706.723 of the Revised Code and a written declaration of conversion if all of the following apply: (1) The governing statute of the entity that is not a limited liability company authorizes th...

...(A) Assets of a series may be held directly or indirectly, including in the name of the series, in the name of the limited liability company, through a nominee, or otherwise. (B) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentag...

...(A) As used in this section, "exempt" means that, except in the case of securities the right to buy, sell, or deal in which has been suspended or revoked under an existing order of the division of securities under section 1707.13 of the Revised Code or under a cease and desist order under division (G) of section 1707.23 of the Revised Code, transactions in securities may be carried on and completed without compliance...

...(A) Each portal operator shall do all of the following: (1) Provide the division of securities with read-only access to the administrative sections of its OhioInvests portal; (2) Upon the written request of the division, furnish to the division any of the records required to be maintained and preserved under section 1707.057 of the Revised Code. (3) Take reasonable efforts to verify that no purchaser exceeds th...

...Copies of any statements and documents filed in the office of the division of securities and of any records of the division, if such copies are certified to by the division, shall be admissible in any prosecution, action, or proceeding based upon sections 1707.01 to 1707.50, inclusive, of the Revised Code, to the same effect as the originals of such statements, documents, or records would be.

...(A)(1) No person shall engage in any act or practice that violates division (A), (B), or (C) of section 1707.14 of the Revised Code, and no salesperson shall sell securities in this state without being licensed pursuant to section 1707.16 of the Revised Code. (2) No person shall engage in any act or practice that violates division (A) of section 1707.141 or section 1707.161 of the Revised Code. (3) No person shal...

...(A) Except as otherwise provided in this division, each owner of real property within a special improvement district other than the state or federal government is a member of the district, and the real property of each member of the district is subject to special assessment under division (C) of section 1710.06 of the Revised Code. A church is not a member of the district unless the church specifically requested in w...

...When the amendment referred to in section 1713.25 of the Revised Code is adopted by the board of trustees, a copy thereof with a certificate thereto affixed, signed by any authorized officer of such board and sealed with the corporate seal, stating the fact and date of such amendment, and that such copy is a true copy of the original amendment, shall be filed and recorded in the office of the secretary of state. When...

...When two or more religious societies, churches, or associations recognizing the same ecclesiastical jurisdiction, form of faith, government, order, and discipline, and incorporated in this state, desire to be consolidated or united as a single corporation, the elders, trustees, deacons, directors, or other known and legal representatives of such societies, churches, or associations may enter into an agreement for suc...

...When a diocesan convention or other representative body of any religious denomination in this state desires the incorporation of a cathedral or other central or general religious society or church of its denomination, having, in addition to local religious, educational, or charitable functions, a general charge of such functions and of missionary function in the diocese or other ecclesiastical territory in this state...

...If, before the creation of a corporation under section 1715.18 of the Revised Code for the purposes provided in such section, any parish or religious society described in section 1715.21 of the Revised Code has been acting, by authority of its diocesan convention or other representative body, as a part of or in connection with any unincorporated subordinate agency or body chosen, designated, or provided, in whole or ...

...(A) Every charitable organization, except those exempted under section 1716.03 of the Revised Code, that intends to solicit contributions in this state by any means or have contributions solicited in this state on its behalf by any other person, charitable organization, commercial co-venturer, or professional solicitor, or that participates in a charitable sales promotion, prior to engaging in any of these activities...

...(A) No person shall act as a fund-raising counsel unless the person first has complied with the requirements of this chapter and any rules adopted under this chapter. (B) Any fund-raising counsel that at any time has custody of contributions from a solicitation shall do all of the following: (1) Not later than ninety days after a solicitation campaign has been completed and on the anniversary of the commencement ...

...(A) Every contract entered into by any professional solicitor with any charitable organization shall be in writing, shall clearly state the respective obligations of the professional solicitor and the charitable organization, and shall contain a clear statement of the benefit the charitable organization will receive, which may be stated as a fixed percentage of the gross revenue or a reasonable estimate of the percen...