Ohio Revised Code Search

...As used in this chapter, unless the context otherwise requires: (A) "Corporation" or "domestic corporation" means a nonprofit corporation formed under the laws of this state, or a business corporation formed under the laws of this state that, by amendment to its articles as provided by law, becomes a nonprofit corporation. (B) "Foreign corporation" means a nonprofit corporation formed under the laws of anoth...

...(A) Any person, singly or jointly with others, 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, 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 ...

...(A) Except as provided in division (B) of this section and section 1702.521 of the Revised Code: (1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, the number shall be three, except that if there are only one or two members of the corporation, the number of directors may be less than three but not less than the number of members. (2)(a) Subjec...

...(A) A corporation may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall set forth: (1) That the corporation elects to be dissolved; (2) Any additional provision deemed necessary with respect to the proposed dissolution and winding up. (C) The directors may adopt a resolution of dissolution in the following cases: (1) When the corporation...

...Following the filing of the certificate of dissolution, the directors shall forthwith cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal office of the corporation was to be or is located, and shall forthwith cause written notice of dissolution to be given ei...

...(A) Without limiting the generality of its authority, the court of common pleas of the county in this state in which is located the principal office of a voluntarily dissolved corporation or of a corporation whose articles have been canceled or whose period of existence has expired, upon the complaint of the corporation, a majority of the directors, or a creditor or member, and upon such notice to all the directors...

...(A) Upon the complaint of not less than one-fourth of the directors of the corporation or upon the complaint of not less than one-fourth of the voting members of the corporation, the court of common pleas of the county in which the corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for ...

...(A) Every nonprofit corporation, incorporated under the general corporation laws of this state, or previous laws, or under special provisions of the Revised Code, or created before September 1, 1851, which corporation has expressedly or impliedly elected to be governed by the laws passed since that date, and whose articles or other documents are filed with the secretary of state, shall file with the secretary of stat...

...(A) If the laws of the United States prohibit, preempt, or otherwise eliminate the licensing requirement of sections 1703.01 to 1703.31 of the Revised Code with respect to a corporation that is a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in another state, the bank, savings bank, or savings and loan association shall no...

...(A) Every foreign corporation for profit that is licensed to transact business in this state, and every foreign nonprofit corporation that is licensed to exercise its privileges in this state, shall have and maintain an agent, sometimes referred to as the "designated agent," upon whom process against the corporation may be served within this state. The agent shall be one of the following: (1) A natural person who ...

...(A) For purposes of this chapter, the fair market value on the date in question of shares shall be determined as follows: (1) If that class or series of shares is listed on a United States securities exchange registered under the Exchange Act, the fair market value shall be the simple arithmetic average closing sale price during the thirty calendar days immediately before the date in question of a share of that clas...

...(A) As used in this section, "exempt" means that, except in the case of securities the right to buy, sell, or deal in which has been suspended or revoked under an existing order of the division of securities under section 1707.13 of the Revised Code or under a cease and desist order under division (G) of section 1707.23 of the Revised Code, transactions in securities may be carried on and completed without compliance...

...(A) The division of securities may consider and conduct hearings upon any plan of reorganization, recapitalization, or refinancing of a corporation organized under the laws of this state, or having its principal place of business within this state, when such plan is proposed by such corporation or by any of its shareholders or creditors and contains a proposal to issue securities in exchange for one or more bona fide...

...As used in sections 1707.05 to 1707.058 of the Revised Code: (A) "OhioInvests issuer" means an entity organized under the laws of this state, other than a general partnership, that meets all of the following requirements: (1) The entity satisfies the requirements of 17 C.F.R. 230.147A. (2) The entity meets at least one of the following conditions: (a) The principal office of the entity is located in this stat...

...The disclosure document provided to each prospective purchaser through an OhioInvests portal shall contain all of the following: (A) The following information regarding the OhioInvests issuer: (1) The type of entity it is; (2) The address and telephone number of its principal office; (3) Its formation history for the previous five years; (4) The identity of all persons owning more than ten per cent of any c...

...(A) Each portal operator shall maintain and preserve, for a period of at least five years from either the date of the closing or date of the termination of the securities offering, all of the following: (1) The name of each issuer whose securities have been listed on its OhioInvests portal and the full name, residential address, social security number, date of birth, and copy of a state-issued identification of all...

...(A) No person shall act as a dealer, unless the person is licensed as a dealer by the division of securities, except when at least one of the following cases applies: (1) When the person is transacting business through or with a licensed dealer; (2) When the securities are the subject matter of one or more transactions enumerated in divisions (B) to (L), (O) to (R), and (U) to (Y) of section 1707.03, or in section ...

...(A)(1) No person shall engage in any act or practice that violates division (A), (B), or (C) of section 1707.14 of the Revised Code, and no salesperson shall sell securities in this state without being licensed pursuant to section 1707.16 of the Revised Code. (2) No person shall engage in any act or practice that violates division (A) of section 1707.141 or section 1707.161 of the Revised Code. (3) No person shal...

...The principal executive officer of the division of securities shall be the commissioner of securities, who shall be appointed by the director of commerce. The commissioner of securities shall enforce all the laws and administrative rules enacted or adopted to regulate the sale of bonds, stocks, and other securities and to prevent fraud in such sales. The commissioner also shall enforce all the laws and administrativ...

...A security may be registered in beneficiary form if the form is authorized by sections 1709.01 to 1709.11 of the Revised Code or similar laws of the state of organization of its issuer or registering entity, the state in which the principal office of the registering entity is located, the state in which the office of the transfer agent or the office making the registration is located, or the state listed as the addre...

...(A) Subject to the intent of a donor expressed in the gift instrument and to division (D) of this section, an institution may appropriate for expenditure or accumulate so much of an endowment fund as the institution determines is prudent for the uses, benefits, purposes, and duration for which an endowment fund is established. Unless stated otherwise in the gift instrument, the assets in an endowment fund are d...

...(A) Every charitable organization, except those exempted under section 1716.03 of the Revised Code, that intends to solicit contributions in this state by any means or have contributions solicited in this state on its behalf by any other person, charitable organization, commercial co-venturer, or professional solicitor, or that participates in a charitable sales promotion, prior to engaging in any of these activities...

...Every charitable organization, whether or not required to register pursuant to this chapter, that directly solicits contributions in this state shall make the following disclosures at the point of solicitation: (A) The name of the charitable organization and the city of the principal place of business of the charitable organization; (B) If the charitable organization has not received a determination letter from the...

...The board of trustees of a charitable trust incorporated as provided in section 1719.01 of the Revised Code, may accept any subsequent grant or devise of money or property made to it or to such corporation in perpetuity, in trust, the principal or income of which, or any part thereof as may be provided by such grant or devise, is to be used and applied for the purposes for which the original trust was established. In...

...(A) As used in this section: (1) "Person" means any corporation, company, partnership, individual, or other entity owning or operating a cemetery for the disposition of human remains. (2) "Cemetery" means any one or a combination of more than one of the following: (a) A burial ground for earth interments; (b) A mausoleum for crypt entombments; (c) A columbarium for the deposit of cremated remains; (d) A s...