Ohio Revised Code Search

...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of its affairs, and the management of its property, consistent with law and the articles, may be adopted, amended, or repealed in any of the following ways: (a) Within ninety days after the corporation is formed, by the directors in accordance with division (A)(1) of section 1701.10 of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 held for ...

...l 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 to an amount not exceeding ...

...(A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use the same or a facsimile of the corporate seal, but failure to affix the corporate seal shall not affect the validity of any instrument. (C) At the request or direction of the United States government or any agency of the United States government, a corporation may transact any lawful business in aid of nation...

... 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 shares by the corporation, whether and upon what terms ...

...(A) The shareholders of a corporation do not have a pre-emptive right to acquire the corporation's unissued shares except to the extent the articles so provide. If the articles provide that the holders of the shares of 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...

...ss the articles otherwise provide, a corporation by its directors may grant options to subscribe for or to purchase shares of any authorized class at the times and on the terms that are set forth in the securities, or in the contracts, warrants or instruments that evidence the options, which contracts, warrants, or instruments may be transferable or nontransferable and may be separable or inseparable from securities,...

...(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...

...rovision of any other benefit to the corporation; or any combination of these. (2) In the case of shares with par value, other than treasury shares, the consideration shall be not less than the par value of the shares, provided that the shares may be paid for at such a discount from the par value of the shares that would amount to or not exceed reasonable compensation for the sale, underwriting, or purchase of the ...

...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 directors to have a...

...s 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 corporation, thirty days af...

...rality of such authority: restrictions upon the authorization or issuance of additional shares; provisions for the adjustment of the conversion price or ratio; provisions concerning rights in the event of reorganization, merger, consolidation, or lease, sale, exchange, transfer or other disposition of all, or substantially all, of the assets of the corporation; provisions for the reservation of authorized but unissue...

...ss 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 protection ...

...m 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 of the Revised Code. (B) Unless otherwise provided in the articles, redemption of a part only of the outstanding shares on ...

...(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...

...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 and delivery of a new certificate, the terms on which a new certificate shall be executed and delivered, and the costs and couns...

...res, 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 transferring on its records such shares or other securities, it adds to the name of the person inscribed as the owner of record of the shares or othe...

...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 ...

...(A) The surplus of a corporation is the excess of its assets over its liabilities plus stated capital, if any. The earned surplus of a corporation is the net balance of its net profits, income, gains, and losses from the date of incorporation, except as otherwise provided in this section, or from the latest date on which a deficit in earned surplus was eliminated by application of capital surplus or otherwise, after ...

...butions on outstanding shares of the corporation, subject to the following provisions: (A) A dividend or distribution may be paid in cash, property, or shares of the corporation. The dividend or distribution shall not exceed the combination of the surplus of the corporation and the difference between the following: (1) The reduction in surplus that results from the immediate recognition of the transition obligation...

...If a corporation has declared a cash dividend or distribution on any shares and has mailed to a shareholder at his address appearing on the records of the corporation a valid check in the amount of the dividend or distribution to which such shareholder is entitled, and such check would have been honored if duly presented to the bank on which it is drawn, no action for the recovery of such dividend or distribution or ...

...(A) A corporation by its directors may purchase shares of any class issued by it, in any of the following instances: (1) When the articles authorize the redemption of such shares and do not prohibit such purchase; (2) To collect or compromise a debt, claim, or controversy in good faith; (3) From a subscriber whose shares have not been paid for in full, or in settlement or compromise of a subscription; (4) For off...