Ohio Revised Code Search

...r, director, employee, or agent of a corporation shall, either alone or with another or others, with intent to deceive: (1) Make, issue, deliver, publish, or send by mail or by any other means of communication any prospectus, report, circular, certificate, statement, balance sheet, exhibit, or document, respecting the shares, assets, liabilities, capital, business, dividends or distributions, earnings, or accounts ...

...(A) Every corporation that fails to: (1) Keep the books of account, minutes of proceedings, or records of shareholders as required by section 1701.37 of the Revised Code; (2) Comply with division (C) of section 1701.11 of the Revised Code with respect to mailing a copy of an amendment to, or copy of new, regulations; (3) Perform the obligation imposed on it by division (C) of section 1701.25 of the Revised Code...

... 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 the pu...

...(A) A benefit corporation owes no duty to a person who is a beneficiary of a beneficial purpose of the benefit corporation based solely on the status of that person as a beneficiary. (B) A benefit corporation is not liable in monetary damages for any failure to seek, achieve, or comply with any beneficial purpose of the benefit corporation set forth in the articles of the corporation. (C) An action to require a ...

...ise 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 corporation, or are required to obtain reinstatement ...

...ections shall apply only to domestic corporations, and except as otherwise provided in this section, the provisions of said sections shall apply to all domestic corporations, whether formed under said sections or under previous laws of this state. (B) Special provisions in the Revised Code for the organization, conduct, or government of designated classes of corporations shall govern to the exclusion of sections 170...

...Whoever violates section 1701.97 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars.

...Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1, as amended, or is organized for a public or charitable purpose and that upon dissolution must distribute its assets to a public benefit corporation, the United States, a state or any political subdivision of a state, or a person that is recognized as exempt from federal income taxation under section 501(c)(3) of the "Internal Revenue Code of 1986," as amended....

... express mail, or courier service, with postage or fees prepaid. (B) In computing the period of time for the giving of a notice required or permitted under this chapter, or under the articles, the regulations, or the bylaws of a corporation, or a resolution of its members or directors, the day on which the notice is given shall be excluded, and the day when the act for which notice is given is to be done shall be i...

...A corporation may be formed under this chapter for any purpose or purposes for which natural persons lawfully may associate themselves, except that when there is a special provision in the Revised Code for the formation thereunder of a designated class of corporations, a corporation of such class shall be formed thereunder.

...o residence, domicile, or state of incorporation, may form a corporation by signing and filing with the secretary of state articles of incorporation, which shall set forth the following: (1) The name of the corporation; (2) The place in this state where the principal office of the corporation is to be located; (3) The purpose or purposes for which the corporation is formed. (B) The articles also may set forth the...

...f state's office any articles if the corporate name set forth in the articles is not distinguishable upon the secretary of state's records from any of the following: (1) The name of any other corporation, whether a nonprofit corporation or a business corporation and whether that of a domestic or of a foreign corporation authorized to do business in this state; (2) The name of any limited liability company registe...

...(A) Every corporation shall have and maintain an agent, sometimes referred to as the "statutory agent," upon whom any process, notice, or demand required or permitted by statute to be served upon a corporation may be served. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partne...

...(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 this chapter, 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 digitized process. Evidence of the f...

...(A) When an unincorporated society or association, organized for any of the purposes for which a corporation could be formed under this chapter, authorizes the incorporation of that society or association, by the same procedure and affirmative vote of its voting members that the regulations, constitution, or other fundamental agreement of the society or association requires for an amendment to that fundamental agr...

...925, claiming to have been legally incorporated as such, and exercising authority and performing duties as such during such time, shall be prima-facie evidence of the due incorporation as claimed by such organization.

...o a meeting of voting members, the incorporators or a majority of them, at a meeting, may adopt regulations for the government of the corporation, the conduct of its affairs, and the management of its property, consistent with law and the articles; may elect directors in addition to any directors named in the articles; and may also elect members in addition to any named or provided for in the articles. If the incorpo...

... members and in the property of the corporation; and limitations upon or regulations governing the right of members to examine the books and records of the corporation; (5) The election of representatives or delegates of members and their authority, rights, and privileges; (6) The number, classification, manner of fixing or changing the number, qualifications, term of office, voting rights, compensation or manner...

...Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1, as amended. (I)(1) No lack of, or limitation upon, the authority of a corporation shall be asserted in any action except as follows: (a) By the state in an action by it against the corporation; (b) By or on behalf of the corporation against a director, an officer, or a member as such; (c) By a member as such or by or on behalf of the members against the corp...

...(A) The corporation shall maintain a record of its members containing the name and address of each member, the date of admission to membership, and, if members are classified, the class to which the member belongs. (B) A corporation may issue certificates evidencing membership in it, but a corporation incorporated on or after June 9, 1927, shall not issue certificates for shares. (C) Membership in a corporation ma...

... members thereof as such, or where a corporation has in fact no members other than the directors, the directors shall, for the purposes of any statute or rule of law relating to corporations, be taken to be the members of such corporation, and they shall have all the rights and privileges of members; except that where the provisions in this chapter relating to meetings of directors differ, it shall be sufficient to...

...Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, members, directors, and committees of the directors or members. Subject to limitations prescribed in the articles or the regulations upon the right of members of a corporation to examine the books and records, all books and records of a corporation, including the membership r...

...f directors and the consideration of reports to be laid before such meeting shall be held on a date designated by or in the manner provided for in the articles or the regulations. In the absence of such a designation, the annual meeting shall be held on the first Monday of the fourth month following the close of each fiscal year of the corporation. When the annual meeting is not held or directors are not elected th...

... or the regulations specify for such purpose a smaller or larger proportion or number, but not in excess of fifty per cent of the voting members; (4) Any other officers or persons that the articles or the regulations authorize to call such meetings. (B) If so provided in the articles or the regulations, meetings of voting members may be held either within or without this state or solely by means of authorized c...

...d, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in the manner described in section 1702.02 of the Revised Code, not less than ten or not more than sixty days before the date of the meeting: (A) to each member entitled to notice of the meeting; (B) by or at the direction of the president or the secretary or any other person required or permitted by the regulatio...