Ohio Revised Code Search

...lidated into a new domestic corporation formed by such consolidation, provided the provisions of Chapter 1704. of the Revised Code do not prevent the merger or consolidation from being effected. If any constituent corporation is a foreign corporation, the merger or consolidation must also be permitted by the laws of each state under the laws of which any foreign constituent corporation exists. (B) The agreement of m...

...all of the following: (a) The name and form of entity that is being converted, the name of the entity into which the entity will be converted, and the jurisdiction of formation of the converting entity; (b) The articles of the converted corporation; (c) All statements and matters required to be set forth in an instrument of conversion by the laws under which the converting entity exists; (d) The terms of the ...

...ed into a new foreign corporation to be formed by such consolidation in a state under the laws of which a foreign constituent corporation exists, provided the provisions of Chapter 1704. of the Revised Code do not prevent the merger or consolidation from being effected. The merger or consolidation must be permitted by the laws of each state under the laws of which any foreign constituent corporation exists. (B) The ...

...e for a determination of the amount and form of insurance or other security that satisfies both of the following requirements: (1) The insurance or other security will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to this section. (2) The insurance or other security will be reasonably likely to be sufficient to provide compensation for claims that ha...

...y 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 1701.01 to 1701.98, inclusive, of the Revised Code, on the same subject, except where it clearly appears that a special provision is cumulative, i...

...(A) Unless another form of notice is required by the articles, the regulations, the bylaws, or by applicable law, any notice required by this chapter shall be in writing and shall be delivered personally or sent by telegram, by the use of authorized communications equipment, or by United States mail, express mail, or courier service, with postage or fees prepaid. (B) In computing the period of time for the giving of...

...for negligence or misconduct in the performance of the person's duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which the action or suit was brought determines, upon application, that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the cou...

... a certificate shall be prepared, on a form prescribed by the secretary of state, setting forth the following: (1) The name of the corporation; (2) A statement that a resolution of dissolution has been adopted; (3) A statement of the manner of adoption of that resolution, and, in the case of its adoption by the directors, a statement of the basis for the adoption; (4) The place in this state where its princi...

...y to all domestic corporations, whether formed under those 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 the provisions of sections 1702.01 to 1702.58 of the Revised Code on the same subject, except where it clearly appears that a special provision is cumulat...

...is state by submitting a notice in such form as the secretary of state prescribes. The notice shall be verified by the oath of the president, vice-president, secretary, or treasurer of the bank, savings bank, or savings and loan association, and shall set forth all of the following: (1) The name of the corporation and any trade name under which it will do business in this state; (2) The location and complete ...

...secretary of state, in writing and on a form prescribed by the secretary of state, an application for the exclusive use of a name to be used by that proposed or existing foreign corporation. If the secretary of state finds that such a name is proper under section 1703.04 of the Revised Code, the secretary of state shall indorse the secretary of state's approval upon the application, and from the date of that indor...

...hin two years of the cancellation, on a form prescribed by the secretary of state, an application for reinstatement accompanied by the fee specified in division (Q) of section 111.16 of the Revised Code. If the application for reinstatement is submitted in a tax year or calendar year other than that in which the cancellation occurred, the application also shall be accompanied by a certificate of reinstatement issued ...

...was incorporated, and a statement, on a form prescribed by the secretary of state, verified by the oath of one of its officers, setting forth, but not limited to, the following: (A) The name of the corporation; (B) The state under the laws of which it is incorporated; (C) The location of its principal office; (D) The corporate privileges it proposes to exercise in this state; (E) The appointment of a design...

...t its status as a separate legal entity formed under this chapter. (B) A limited liability company has perpetual duration.

...as one or more members or whether it is formed by a filing under section 1706.16 of the Revised Code or by merger, consolidation, conversion, or otherwise.

...t, a member or assignee who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; (b) That at the time or upon the happening of events specified in the operating agreement, a member or assignee may be subject to specified penalties or consequences. (5) A penalty or consequence that may be speci...

...the secretary of state for filing, on a form prescribed by the secretary of state, a certificate of amendment containing both of the following information: (1) The name and registration number of the limited liability company; (2) The changes the amendment makes to the articles of organization as most recently amended or restated. (D) Restated articles of organization shall be delivered to the secretary of stat...

...s: (1) The record shall contain all information required by the law of this state to be contained in the record but, unless otherwise provided by law, shall not be required to contain other information. (2) The record shall be on or in a medium and in such form acceptable to the secretary of state and from which the secretary of state may create a record that contains all of the information stated in the record. ...

... the limited liability company has been formed under the laws of this state. A certificate of full force and effect shall state all of the following: (1) The limited liability company's name; (2) The limited liability company's date of formation; (3) That the limited liability company is in full force and effect on the records of the secretary of state. (B) The secretary of state, upon request and payment of ...

... the secretary of state for filing on a form prescribed by the secretary of state a statement of denial that does both of the following: (A) States the name and registration number of the limited liability company and the date of filing of the statement of authority to which the statement of denial pertains; (B) Denies the person's authority.

... (b) Have access to records or other information concerning the activities of the limited liability company, or a series thereof. (B) An assignee has the right to receive, in accordance with the assignment, distributions to which the assignor would otherwise be entitled. (C) A membership interest may be evidenced by a certificate of membership interest issued by the limited liability company, or a series thereof...

...the secretary of state for filing, on a form prescribed by the secretary of state, a certificate of dissolution setting forth all of the following: (a) The name and registration number of the limited liability company; (b) That the limited liability company has dissolved; (c) The effective date of the certificate of dissolution if it is not to be effective upon the filing. Such an effective date shall be a date...

...ted liability company's jurisdiction of formation; (3) The name and street address of the foreign limited liability company's statutory agent and a written acceptance of the appointment that is signed by the agent; (4) That the foreign limited liability company is a foreign limited liability company; (5) The information required by division (C) of this section, if applicable. (C) If a foreign limited liabilit...

...e foreign limited liability company was formed; except that any matters raised in the action covered by sections 1706.613, 1706.615, and 1706.616 of the Revised Code shall be governed by the law of this state.

...A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.