Ohio Revised Code Search

...(A) A corporation may be dissolved 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 or...

...(A)(1) In addition to any other liabilities imposed by law upon directors of a corporation and except as provided in division (B) of this section, directors shall be jointly and severally liable to the corporation as provided in division (A)(2) of this section if they vote for or assent to any of the following: (a) The payment of a dividend or distribution, the making of a distribution of assets to shareholders, or ...

...(A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use it or a facsimile of it, but failure to affix the corporate seal shall not affect the validity of any instrument. (C) Unless otherwise provided in the articles, a corporation may take property of any description, or any interest in property, by gift, devise, or bequest. (D) Subject to limitations prescribed b...

...(A) Every nonprofit corporation, incorporated under the general corporation laws of this state, or previous laws, or under special provisions of the Revised 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 stat...

...(A) Any foreign corporation may register its corporate name, if its corporate name is available for use under division (D) of section 1703.04 of the Revised Code, by filing in the office of the secretary of state an application, on a form prescribed by the secretary of state, that contains the following information: (1) The exact corporate name to be registered; (2) The complete address of the principal office of t...

...An issuing public corporation shall not engage in a Chapter 1704. transaction for three years after an interested shareholder's share acquisition date unless either of the following applies: (A) Prior to the interested shareholder's share acquisition date, the directors of the issuing public corporation have approved, for the purposes of this chapter, the Chapter 1704. transaction or the purchase of shares by the in...

...This chapter does not apply to any of the following: (A) A Chapter 1704. transaction if on the interested shareholder's share acquisition date, the issuing public corporation, other than a bank as defined in section 1101.01 of the Revised Code, did not have a class of voting shares registered or traded on a national securities exchange or registered under section 12(g) of the Exchange Act or was not required ...

... business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (E) A member shall discharge the member's duties to the limited liability company and the other members under this chapter and under the operating agreement and exercise any rights consistent with the implied covenant of good faith and fair dealing. (F) A member does no...

...(A) For the purpose of preventing manipulative practices by a person who makes a proposal, or publicly discloses the intention or possibility of making a proposal, to acquire control of a corporation formed under the laws of this state, any profit realized, directly or indirectly, from the disposition of any equity securities of a corporation by a person who, within eighteen months before disposition directly or indi...

...Subject to section 1707.058 of the Revised Code, the offer, sale, and issuance of securities is exempt from the requirements of sections 1707.08 to 1707.11 of the Revised Code if all of the following conditions are met: (A) The issuer is an OhioInvests issuer on the date that its securities are first offered for sale in the offering and continuously through the closing of the offering. (B) The offering meets the ...

...by the security holders. (B) An issuer engaging in any transaction specified in this section shall not be deemed a dealer. Any commission, discount, or other remuneration for sales in this state of securities specified in this section shall be paid only to dealers or salespersons licensed pursuant to this chapter. (C) For the purpose of this section, each of the following is deemed to be a single purchaser of a se...

...(A) For purposes of this section, "five per cent shareholder" means a beneficial owner of five per cent or more of the issuer's outstanding securities. (B) The division of securities shall refuse any registration by description, by qualification, or by coordination if the issuer is in the development stage and either has no specific business plan or purpose or has indicated that its business is to engage in a merger...

...(A) No person shall act as a dealer, unless the person is licensed as a dealer by the division of securities, except when at least one of the following cases applies: (1) When the person is transacting business through or with a licensed dealer; (2) When the securities are the subject matter of one or more transactions enumerated in divisions (B) to (L), (O) to (R), and (U) to (Y) of section 1707.03, or in section ...

...(A) Sections 1707.01 to 1707.50 of the Revised Code do not apply to the sale of warehouse receipts for intoxicating liquor to distillers, to rectifiers, or to any person engaged in the business of dealing in warehouse receipts. (B) Warehouse receipts for intoxicating liquor may be sold in this state in accord with and upon compliance with sections 1707.01 to 1707.50 of the Revised Code.

...(A) As used in this section, "violation" means a violation of any provision of this chapter in connection with the sale of securities under sections 1707.05 to 1707.058 of the Revised Code where the filing is made pursuant to division (K) of section 1707.051 of the Revised Code and the securities are sold through an OhioInvests portal. (B)(1) If the division of securities finds, after notice and opportunity for a h...

...During an Ohio state fair or county or independent agricultural society fair, no person shall cry, hawk, sell, or expose for sale any merchandise except the official fair or race program upon any public road at any point within one thousand feet of any entrance or exit of the fairground or, within the fairground, engage in any solicitation more than four feet from a concession or booth assigned to such person, except...

... a charitable sales promotion, prior to engaging in any of these activities and annually thereafter, shall file a registration statement with the attorney general upon a form prescribed by the attorney general. Each chapter, branch, or affiliate of a charitable organization that is required to file a registration statement under this section either shall file a separate registration statement or report the necessary ...

...With respect to the transporting by it of natural gas, petroleum, coal or its derivatives, water, and electricity, a company described in section 1723.01 of the Revised Code is a common carrier and is subject to the duties and liabilities of a common carrier under the laws of this state. A company described in section 1723.01 of the Revised Code includes any firm, partnership, voluntary association, joint-stock asso...

...(A) In furtherance of the purposes set forth in section 1724.01 of the Revised Code, a community improvement corporation shall have the following powers: (1)(a) To borrow money for any of the purposes of the community improvement corporation by means of loans, lines of credit, or any other financial instruments or securities, including the issuance of its bonds, debentures, notes, or other evidences of indebtedness...

...The officers of an incorporated board of trade, chamber of commerce, merchants' exchange, or other kindred association shall consist of a president, two vice-presidents, a treasurer, and a secretary, all of whom shall be members of the association and be engaged in business at, or residents of, the municipal corporation in which it is established. They shall be elected by ballot at the annual meeting of the associati...

...As used in section 1726.01 to 1726.13, inclusive, of the Revised Code, unless the context otherwise requires: (A) "Financial institutions" means any banking corporation, trust company, building and loan association, savings and loan association, or corporation, partnership, foundation, or other institution engaged in lending or investing funds for industrial or business purposes. (B) "Member" means any financial in...

...(A) So long as a community urban redevelopment corporation is obligated under a financial agreement with a municipal corporation made pursuant to section 1728.07 of the Revised Code, it shall engage in no business other than the acquisition, ownership, construction, operation, and management of such project or projects. (B) The corporation shall not voluntarily transfer the project undertaken by it under Chapter 172...

...Each association incorporated under this chapter shall have the following powers: (A) It may make contracts, incur liabilities, and borrow money; issue capital stock and other equity interests and issue certificates therefor; acquire property; and dispose of, mortgage, pledge, lease, or otherwise use in any manner, any of its property, or any interest in its property, wherever situated. (B) It may invest its funds,...

...(A) The articles of incorporation of an association shall set forth all of the following: (1) The name of the association; (2) The association's purposes, as permitted by this chapter. It is sufficient to state in the articles that the association may engage in any activity within the purposes for which associations may be organized under this chapter. (3) The county and municipal corporation or township where the...

...(A) The office of the state long-term care ombudsman program, through the state long-term care ombudsman and the regional long-term care ombudsman programs, shall receive, investigate, and attempt to resolve complaints made by residents, recipients, sponsors, long-term care providers, or any person acting on behalf of a resident or recipient, relating to either of the following: (1) The health, safety, welfare, or c...