Ohio Revised Code Search

...s regulations or adopt new regulations; name, constitute, reconstitute, classify, or reclassify its directors and appoint directors and officers in place of or in addition to some or all of the directors or officers then in office; make any lawful change in its stated capital; make a determination of the fair value to the corporation of its assets; transfer all or a part of its assets; merge; consolidate; remove or a...

...ar a similar legend, together with the name of the original dissenting holder of the shares. Upon receiving a demand for payment from a dissenting shareholder who is the record holder of uncertificated securities, the corporation shall make an appropriate notation of the demand for payment in its shareholder records. If uncertificated shares for which payment has been demanded are to be transferred, any new ce...

...oration maintains in the corporation's name and shall provide a copy of the notice to the secretary of state to be posted on the web site maintained by the secretary of state in accordance with division (F) of this section. (F)(1) Except as provided in division (F)(2) of this section, the secretary of state shall make both of the following available to the public in a format that is searchable, viewable, and ...

...ts or omissions done or omitted in the name of or by the corporation. (B) A shareholder who receives a distribution of assets from a dissolved corporation shall not be liable for any claim against the corporation in an amount in excess of the amount of shareholder's pro rata share of the claim or the amount distributed to the shareholder, whichever is less. The aggregate liability of any shareholder for claim...

... execute such deed or instrument in the name of the corporation with the same effect as if executed by an authorized officer pursuant to authority conferred by the directors or the shareholders of the corporation, whenever there is no officer or agent competent to execute such deed or instrument, whenever the corporation or its officers do not perform or comply with a judgment or decree of court, or whenever th...

... 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 may be terminated in the manner prov...

...ty of the constituent entity originally named as taker or beneficiary. The surviving or new entity possesses title to any real estate or any interest in the real estate vested in any of the constituent entities. Title to any real estate or any interest in the real estate vested in any constituent entity shall not revert or in any way be impaired by reason of the merger or consolidation. (4) The surviving or ne...

... execute such deed or instrument in the name of the corporation with the same effect as if executed by an authorized officer pursuant to authority conferred by the directors or the voting members of the corporation, whenever there is no officer or agent competent to execute such deed or instrument, whenever the corporation or its officers do not perform or comply with a judgment or decree of court, or whenever the co...

...etary of state, setting forth: (1) The name of the corporation and of the state under the laws of which it is incorporated; (2) That it surrenders its license; (3) The address to which the secretary of state may mail any process against such corporation that may be served upon the secretary of state, and may mail any other notices, certificates, or statements. (C) A certificate of surrender, filed with the secret...

...rincipal offices in this state, and the names and addresses of their statutory agents, together with a list of all foreign corporations previously admitted to transact business in this state whose licenses to do so have expired or been canceled.

... shall be recovered in an action in the name of the state brought in the court of common pleas of Franklin county, or in any county in which the corporation has transacted business or has property or a place of business, by the attorney general or by the prosecuting attorney. If such action is brought by the attorney general such forfeiture shall on collection be paid into the state treasury to the credit of the gene...

...ith. (G) "Member" means a person whose name appears on the records of the limited liability company as the owner of a membership interest in that company. (H) "Membership interest" means a member's share of the profits and losses of a limited liability company and the right to receive distributions from that company. (I) "Notice" means that the person who claims the benefit of the notice has done one of the f...

... power and capacity, in the series' own name, to do all of the following: (1) Sue and be sued; (2) Contract; (3) Hold and convey title to assets of the series, including real property, personal property, and intangible property; (4) Grant liens and security interests in assets of the series.

... record shall be in English. A person's name set forth in the record need not be in English if expressed in English letters or Arabic or Roman numerals. Records of a foreign person need not be in English if accompanied by a reasonably authenticated English translation. (B) Unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shal...

...(A)(1) A derivative action in the right of a limited liability company shall be dismissed by the court on motion by the limited liability company if one of the groups specified in division (A)(2) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative action is not in the best interests of the limited liability co...

...by or against the series in the series' name; (3) Does not abate or suspend a proceeding pending by or against the series on the effective date of dissolution; (4) Does not abate, suspend, or otherwise alter the application of section 1706.7613 of the Revised Code.

... not more than the following: (a) The name and contact information of the issuer; (b) A brief description of the general type of business conducted by the issuer; (c) The minimum offering amount the issuer is attempting to raise through its offering; (d) A description of how the issuer will use the funds raised through the offering; (e) The duration that the offering will remain open; (f) The issuer's log...

...s a registrant or issuer, or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the securities and exchange commission or a state securities commissioner that, within five years before the sale, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption; (8) Is, at the time of the sale, the subject of an investigation o...

... are under common ownership or control, named in the application. (2) The division shall issue a license to act as an investment adviser representative in accordance with Chapter 4796. of the Revised Code to an applicant if either of the following applies: (a) The applicant holds a license in another state. (b) The applicant has satisfactory work experience, a government certification, or a private certificatio...

...before the division at a time and place named in such subpoena, and thereafter from day to day until the examination of such person is completed. Such subpoena may contain a direction that such witness bring with the witness to such examination any books, records, or papers mentioned in such subpoena. Said clerk shall also issue, under the seal of said court, such other orders, in reference to such examination, appea...

...ated or organized to make any insurance named in Title XXXIX of the Revised Code, the superintendent of insurance shall, for all the purposes of sections 1707.01 to 1707.50, inclusive, of the Revised Code, be substituted for the division of securities and the issuer and the beneficial owners of shares thereof shall be subject to section 3901.31 of the Revised Code. The superintendent of insurance shall have over any ...

...ficiary form may be reregistered in the name of the beneficiary or beneficiaries who survived the death of all owners. Until division of the security after the death of all owners, multiple beneficiaries surviving the death of all owners hold their interests as tenants in common. If no beneficiary survives the death of all owners, the security shall be included in the estate of the deceased sole owner of it or the es...

...he following to the director: (1) The name and address of each member of its board; (2) A copy of the document containing the member's signature verifying that the member voted in the election. (G) A candidate for director shall not count or record votes in any election conducted in accordance with this section.

...suse of a credit card account. (B) The name of the county agricultural society or independent agricultural society shall appear on each presentation instrument related to the account including cards and checks. (C) If the treasurer of the agricultural society does not retain general possession and control of the credit card account and presentation instruments related to the account including cards and checks, the ...

... entry in his docket of the number and names of all persons so appointed. Constables so appointed have all the power of constables to suppress riots, disturbances, and breaches of the peace. Upon view they may arrest any person guilty of a violation of any law of the state, and pursue and arrest any person fleeing from justice in any part of the state. They may apprehend any person in the act of committing an offen...