Ohio Revised Code Search

...(A) Except as provided in the case of change of shares, share dividends or distributions, 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 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 ...

...(A) If initial directors are not named in the articles, before subscriptions to shares have been received and before the incorporators have elected directors, the incorporators may adopt an amendment to the articles by a writing signed by them. If initial directors are named in the articles, or if the incorporators have elected directors and have not received subscriptions, then before subscriptions to shares have be...

...(A)(1) In addition to any other liabilities imposed by law upon directors of a corporation and except as provided in division (B) of this section, directors shall be jointly and severally liable to the corporation as provided in division (A)(2) of this section if they vote for or assent to any of the following: (a) The payment of a dividend or distribution, the making of a distribution of assets to shareholders, or ...

...This chapter does not apply to any of the following: (A) A Chapter 1704. transaction if on the interested shareholder's share acquisition date, the issuing public corporation, other than a bank as defined in section 1101.01 of the Revised Code, did not have a class of voting shares registered or traded on a national securities exchange or registered under section 12(g) of the Exchange Act or was not required ...

...truments, securities, or real property; purchasing, selling, or holding for investment commercial paper, notes, or other indebtedness, financial instruments, securities, or real property; or otherwise making investments; (f) A commodity pool, equipment leasing program, or a real estate investment trust. (B) "OhioInvests offering" means an offer, or an offer and sale, of securities by an OhioInvests issuer that is...

...(A) Each portal operator shall do all of the following: (1) Provide the division of securities with read-only access to the administrative sections of its OhioInvests portal; (2) Upon the written request of the division, furnish to the division any of the records required to be maintained and preserved under section 1707.057 of the Revised Code. (3) Take reasonable efforts to verify that no purchaser exceeds th...

...(A) As used in this section, "affiliated party" means any of the following: (1) Any predecessor to the issuer; (2) Any affiliated issuer; (3) Any director, executive officer, other officer participating in the offering, general partner, or managing member of the issuer; (4) Any beneficial owner of twenty per cent or more of the issuer's outstanding voting equity securities, calculated on the basis of voting p...

...(A) In addition to the other liabilities imposed by law, any person that, by a written or printed circular, prospectus, or advertisement, offers any security for sale, or receives the profits accruing from such sale, is liable, to any person that purchased the security relying on the circular, prospectus, or advertisement, for the loss or damage sustained by the relying person by reason of the falsity of any mat...

...(A) Whoever, with intent to secure financial gain to self, advises and procures any person to purchase any security, and receives any commission or reward for the advice or services without disclosing to the purchaser the fact of the person's agency or interest in such sales, shall be liable to the purchaser for the amount of the purchaser's damage thereby, upon tender of the security to, and suit brought against, th...

...ervices, contracting for insurance, and purchasing or leasing office space and office equipment and other requirements of the district; (2) Planning, designing, and implementing a public improvements or public services plan, including hiring architectural, engineering, legal, appraisal, insurance, consulting, energy auditing, and planning services, and, for public services, managing, protecting, and maintaining pu...

...ervices, contracting for insurance, and purchasing or leasing office space or office equipment; (B) The cost of planning, designing, and implementing the public improvements or public services plan, including payment of architectural, engineering, legal, appraisal, insurance, consulting, energy auditing, and planning fees and expenses, and, for public services, the management, protection, and maintenance costs...

...In any county in which there is a duly organized county agricultural society, the board of county commissioners or the county agricultural society itself may purchase or lease, for a term of not less than twenty years, real estate on which to hold fairs under the management and control of the county agricultural society, and may erect suitable buildings on the real estate and otherwise improve it. In counties in wh...

...(A) In any counties in which there is a duly organized independent agricultural society, the respective boards of county commissioners may purchase or lease jointly, for a term of not less than twenty years, real estate on which to hold fairs under the management and control of the society, and may erect suitable buildings and otherwise improve the property, and pay the rental thereof, or contribute to or pay any oth...

...Any unincorporated lodge or other subordinate body of any society or order, which is chartered by its grand lodge or body, may take and hold real estate for its own use and benefit, by lease, purchase, grant, devise, gift, or otherwise; may loan its funds and secure such loans, or any unpaid purchase money, by mortgage on otherwise unencumbered real estate; and may borrow money, and execute and deliver notes or bonds...

...(A) No professional solicitor shall engage in any solicitation unless it has complied with the requirements of this chapter and any rules adopted under this chapter. (B) Every professional solicitor, before engaging in any solicitation, shall register with the attorney general. Applications for registration or renewal of registration shall be in writing, under oath, and in the form prescribed by the attorney genera...

...(A) Prior to the commencement of any charitable sales promotion in this state conducted by a commercial co-venturer on behalf of a charitable organization, the commercial co-venturer shall obtain the written consent of the charitable organization whose name will be used during the charitable sales promotion. (B) In conducting a charitable sales promotion, if the actual dollar amount or percentage per unit of goods o...

...Any association of persons who are acting as a cemetery association, who have purchased and improved lands for cemetery purposes by subscriptions of lot holders and the sale of lots, and who are acting through a board of trustees chosen by members of the association may, when the lands thus occupied have been brought or held within the corporate limits of a village subsequently to the time of their purchase and impro...

...When, in the judgment of the trustees of any association of persons who are acting as a cemetery association, whether incorporated or unincorporated, and have purchased and improved land for cemetery purposes, the welfare of all concerned in the lands purchased and improved would be subserved by transferring such lands and improvements and other assets of such association to another association incorporated under the...

...A company described in section 1723.01 of the Revised Code may take, by purchase or otherwise, and hold such real and personal estate, and may erect or purchase the necessary buildings and machinery for carrying on the business, including all the necessary equipment and appendages of the business, such as tubing, pumps, tanks, telegraph apparatus, and engines, as may be necessary to transport oils, coal or its deriva...

...(A) All persons, firms, partnerships, joint stock companies, association, or trust, and domestic corporations organized for the purpose of carrying on business within this state, including without limitation, any public utility companies, banking companies, trust companies, and foreign corporations licensed to do business in the state, except as provided in division (C) of this section, are hereby authorized to acqui...

...(A)(1) Subject to divisions (A)(2) and (3) of this section, an association may indemnify or agree to indemnify any person that was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action or suit by or in the right of the association, because the person is or was a director, officer,...

...Each association shall adopt for its governance and management, bylaws that are consistent with the powers granted by this chapter and the articles of incorporation of the association. The bylaws may provide for any of the following: (A) The time, place, and manner of calling and conducting the association's meetings; (B) The number of members constituting a quorum. If voting by any method other than personal appea...

...(A) Persons otherwise qualifying for membership in a credit union under this section, the articles, and the regulations, and who are elected to membership by the board of directors, shall become members of a credit union, provided that in lieu of electing persons to membership, the board of directors may elect or appoint one or more membership officers and delegate authority to any such membership officer to accept p...

...(A) An unincorporated nonprofit association may indemnify or agree to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action by or in the right of the association, by reason of the fact that the person is or was a manager, officer, employee, member,...