Ohio Revised Code Search

...s, including, without limiting the generality 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 th...

...ncluding, but without limiting the generality 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 t...

... 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.

...) 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, an...

...rtificate 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 certificate...

...ny 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 appointed by it to act in this state, the corporation shall keep an office in this state at which shares are transferable, and at which it keeps books in which are recorded the names and addresses of all shareholders and a...

...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 terms on which a new certificate shall be executed and delivered, and...

..." means scrip issued in lieu of fractional shares, warrants, and rights to purchase or subscribe for shares, 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 ot...

...e 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 ...

...s 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 deducting distributions to shareholders and transfers to st...

...oration. 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 under statement of financial accounting standards no. 106 (SFAS no. 106), issued by the financial accounting standards board; (2) The aggregate amount of the transition ...

...ng 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 the amount thereof shall be brought by the shareholder or other person entitled to such dividend or distribution more than six yea...

... a subscription; (4) For offering and sale, or the grant of options with respect thereto, to any or all of the employees of the corporation or of subsidiary corporations or to a trustee on their behalf, under any plan adopted or to be adopted by the directors for that purpose; (5) From a person who has purchased such shares from the corporation under an agreement reserving to the corporation the right to repurchase...

...ares surrendered upon such conversion shall be deemed retired and shall not be reissued as convertible shares. (B) Whenever redeemable shares are redeemed, purchased, or otherwise acquired by the corporation, such shares shall be deemed retired. (C) Shares released from subscription shall be deemed retired. (D) Unless otherwise provided in the articles, the directors may retire treasury shares.

...(A) Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, shareholders, directors, and committees of the directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time. (B) Upon request of any shareholder at any meetin...

...(A) At the annual meeting of shareholders, or the meeting held in lieu of it, every corporation, except a banking corporation, shall lay before the shareholders financial statements, which may be consolidated, and, as applicable, written statements or reports, consisting of: (1) A balance sheet containing a summary of the assets, liabilities, stated capital, if any, and surplus (showing separately any capital surpl...

...An annual meeting of shareholders for the election of 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 in the regulations. In the absence of such 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 annua...

...(A) Meetings of shareholders may be called by any of the following: (1) The chairperson of the board, the president, or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president; (2) The directors by action at a meeting, or a majority of the directors acting without a meeting; (3) Persons who hold twenty-five per cent of all shares outstand...

...h the use of communications equipment shall be given either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice is given, not less than seven nor more than sixty days before the date of the meeting unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to divisi...

...er, or by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder or any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by the shareholder or director of notice of such meeting. A telegram, cablegram, electronic mail, or an electronic or othe...

...e dispensed with, and no action taken shall be affected or invalidated by the failure to give or send any such notice or communication in so far as compliance with any such requirement is at the time prohibited by, or dependent upon the obtaining of a license or consent under, any act of congress or any rules, regulations, proclamations, or executive orders issued under authority of any such act.

...outstanding share regardless of class shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders for their vote, consent, waiver, release, or other action, subject to the provisions with respect to cumulative voting in section 1701.55 of the Revised Code. (B) Unless the articles, the regulations adopted by the shareholders, the regulations adopted by the directors pursuant to ...

...directors may fix a record date which shall not be a date earlier than the date on which the record date is fixed and, in the cases provided for in clauses (1), (2) and (3) above, shall not be more than sixty days, unless the articles or the regulations specify a shorter or a longer period for that purpose, preceding the date of the meeting of the shareholders, or the date fixed for the payment of any dividend or dis...