Ohio Revised Code Search

...hers, and without regard to residence, domicile, or state of incorporation, may form a corporation by signing and filing with the secretary of state articles of incorporation that shall set forth all of the following: (1) The name of the corporation, which shall be in compliance with division (A) of section 1701.05 of the Revised Code; (2) The place in this state where the principal office of the corporation is t...

...where in the Revised Code or otherwise comply with the requirements of Title XVII of the Revised Code as a condition precedent to engaging in business in this state for any of the following activities: (1) Disaster work performed in this state by an out-of- state disaster business during a disaster response period pursuant to a qualifying solicitation received by the business; (2) Disaster work performed in this ...

... the exclusive right to which is at the time in question registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code. (4) It shall not contain any language that indicates or implies that the corporation is connected with a government agency of this state, another state, or the United States. (B) The secretary of state shall determine for purposes of this section whether a na...

...2) Liquidation rights, preferences, and price; (3) Redemption rights and price; (4) Sinking fund requirements, which may require the corporation to provide a sinking fund out of earnings or otherwise for the purchase or redemption of the shares or for dividends or distributions on them; (5) Voting rights, which may be full, limited, or denied, except as otherwise required by law; (6) Pre-emptive rights, or the de...

...n 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, partnership, limited partn...

...f state shall, after finding that they comply with the provisions of sections 1701.01 to 1701.98 of the Revised Code, 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 filing shall be returned to the person filing the articles or certificate. (B) All persons shall have the o...

...eceive subscriptions for shares at such time and place that they determine. (B) Unless the articles fix the consideration for which subscriptions are to be received, all of the following apply: (1) If subscriptions are to be received for shares without par value, the incorporators shall fix the consideration for which they will receive subscriptions for such shares. (2) If subscriptions are to be received for shar...

...he shareholders, to meet at a specified time and place for the purposes of adopting regulations, electing directors, and transacting any other business. The shareholders shall meet for those purposes at the time and place specified. (3) Notwithstanding divisions (A)(1) and (2) of this section, if regulations have not been adopted within ninety days after the formation of the corporation, regulations may be adopted o...

... 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 shareholders; (2) The taking of a record of shareholders or the temporary closing of books against transfers of shares; (3) The number, classification, manner of fixing or changing the number, qualifications, term of office, and co...

...which the stated capital paid in at the time the corporation commenced business fails to equal the initial stated capital set forth in the articles, until the amount set forth in the articles has been paid in.

...at determination. (5)(a) Unless at the time of a director's act or omission that is the subject of an action, suit, or proceeding referred to in division (E)(1) or (2) of this section, the articles or the regulations of a corporation state, by specific reference to this division, that the provisions of this division do not apply to the corporation and unless the only liability asserted against a director in an...

... shares shall be released, settled, or compromised.

...hareholders, less reasonable expenses, compensation, or discount paid or allowed for the sale, underwriting, or purchase of the shares, unless by the affirmative vote or written order of the holders of two-thirds of the shares otherwise entitled to the pre-emptive rights, the pre-emptive rights are restored as to any of the shares not previously issued or agreed to be issued; (7) Released from pre-emptive rights by ...

...isions for the adjustment of the option price; (c) Provisions concerning rights in the event of reorganization, merger, consolidation, or sale of the entire assets of the corporation; (d) Provisions for the reservation of authorized but unissued shares to satisfy the options; (e) Restrictions upon the declaration or payment of dividends or distributions; (f) Conditions on the exercise or redemption of the options...

... under these plans only when released from pre-emptive rights. (B)(1) The directors, or a committee of the directors, may delegate the authority described in division (A) of this section to one or more officers if the resolution authorizing the delegation specifies the total number of shares or options that the officer or officers may award and the terms on which any shares may be issued, offered, or sold or the ter...

...reorganization, merger, consolidation, combination, or conversion of shares or obligations into shares, the following apply: (1) Consideration for shares may include cash, property, services rendered, a promissory note, or any other binding obligation to contribute cash or property or to perform services; the provision of any other benefit to the corporation; or any combination of these. (2) In the case of shares w...

...(A) When a 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 director...

...(A) When no provision as 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 corp...

...nversion rights, an amount equal at the time to the excess of the aggregate par value of all the shares into which the then outstanding convertible shares may be converted over the aggregate stated capital of such convertible shares; provided that the failure or inability of the corporation to maintain such reserve shall not affect the conversion rights of any outstanding convertible shares.

...cised, the corporation shall reserve, from its surplus, solely for transfer to stated capital upon the exercise of such conversion rights an amount equal at the time to the excess of the aggregate par value of all the shares into which the then outstanding convertible obligations may be converted over the aggregate principal amount of such convertible obligations; provided that the failure or inability of the corpora...

...n 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 call shall be pro rata or by lot in such manner as the directors deem equitable.

...em for that purpose within a reasonable time to be fixed by the corporation. The order may provide that, until compliance with the order, any or all rights as a shareholder of the holder of any certificate so required to be surrendered shall be suspended with respect to the shares represented by the certificate. Not less than ten days before the order is to become effective, the corporation shall give notice of ...

... 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 certificate; (5) On the face or the back of the certificate: (a) The express terms, if any, of the shares represented by the certificate and o...

...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...

...st, stolen, or destroyed, the court of common pleas or the probate court of the county 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 te...