Ohio Revised Code Search

...Property of any description and any interest in the property of an unincorporated nonprofit association, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at a public or private sale in the manner, at the time and place, on the notice by publication or otherwise, and on the terms that the court adjudging...

...(A)(1) Pursuant to an agreement of merger, an unincorporated nonprofit association and one or more additional domestic or foreign entities may be merged into a surviving unincorporated nonprofit association. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new unincorporated nonprofit association. If any constituent entity is formed or organized unde...

...(A)(1) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic unincorporated nonprofit association and, if so provided, one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic unincorporated nonprofit association. Pursuant to an agreement of consolidation, a domestic unincorporated nonprofit association togeth...

...(A) The managers of each constituent domestic unincorporated nonprofit association, upon approving an agreement of merger or consolidation, shall direct that the agreement be submitted to the members entitled to vote on it at a meeting of voting members of that unincorporated nonprofit association held for that purpose. Notice of the meeting shall be given to all members of the constituent domestic unincorporat...

...(A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the officers, managers, general partners, or other author...

...The merger or consolidation shall become effective at the time that the constituent entities have complied with the laws of each state under the laws of which the constituent entities exist or at any later date that the agreement of merger or consolidation specifies.

...be identified and the association's operations have been discontinued for at least three years by the managers or, if the association has no incumbent managers, by its last preceding incumbent manager. (D) The members of an unincorporated nonprofit association may adopt a resolution of dissolution by the affirmative vote of the members.

...Following the adoption of a resolution of dissolution, the managers in an expeditious manner shall do both of the following: (A) 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 unincorporated nonprofit association was to be or is loc...

...n is dissolved voluntarily upon the expiration of the period of existence of the association specified in its governing principles, the association shall cease to carry on its activities and shall do only those acts that are required to wind up its affairs, and for those purposes it shall continue as an unincorporated nonprofit association. (B) Any claim existing or action or proceeding pending by or against ...

...e court considers proper in the administration of the trust involved in the winding up of the affairs of the association and the giving of notice of it; (10) The allowance and payment of compensation to the managers or any of them, to liquidators, to a receiver, to the attorney for the complainant, or to any person properly rendering services beneficial to the association or to those interested in it; (11) Th...

...(A) If after an unincorporated nonprofit association is dissolved voluntarily or the period of existence of the association has expired a receiver is appointed to wind up the affairs of the association, all of the claims, demands, rights, interests, or liens of creditors, claimants, and members shall be determined as of the day on which the receiver was appointed. Unless it is otherwise ordered, that appointmen...

...(A) An unincorporated nonprofit association may be dissolved judicially and its affairs wound up in any of the following manners: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the association to be wound up by its managers as in the case of volu...

...(A) The members, the managers, and the officers of an unincorporated nonprofit association shall not be personally liable for any obligation of the association. (B)(1) Managers who vote for or assent to any of the following shall be jointly and severally liable to the association as provided in division (B)(2) of this section: (a) A distribution of assets to members contrary to law or the governing principles...

...Sections 1745.05 to 1745.56 of the Revised Code do not affect any action or proceeding that is commenced, or any right that accrues, before those sections take effect.

...As used in Chapter 1746. of the Revised Code, unless the context otherwise requires: (A) "Business trust" means an unincorporated business association which is created by a trust instrument, pursuant to common law or enabling legislation, under which property is held, managed, administered, controlled, invested, reinvested, and operated, or under which business or professional activities, as permitted by the laws go...

...A business trust is hereby declared to be a permitted form of association for the conduct of business in this state. A business trust is a separate unincorporated legal entity, not a partnership, joint venture, joint-stock association, agency, or any other form of entity.

...No business trust shall be authorized to transact business in this state unless it complies with section 1746.04 of the Revised Code, except that a business trust that is transacting business in this state on the effective date of this section may continue to transact business in this state without complying with this chapter and, if it makes the filings described in section 1746.04 of the Revised Code, shall be deem...

...ecretary of state if, without the registration of another agent with the secretary of state, its designated agent has died, resigned, lost authority, dissolved, become disqualified, or has removed from this state, or if its designated agent cannot, with due diligence, be found. Such report shall have attached as an exhibit an executed copy of the trust instrument or a true and correct copy of it, certified to be su...

...(A) Any person, singly or jointly with others, and without regard to residence or domicile, may form a business trust by signing a trust instrument which shall set forth: (1) The name of the business trust; (2) The place where the principal office of the business trust is to be located; (3) The purpose or purposes for which the business trust is formed, which may consist of a statement that the purpose, either alo...

...may use the words "Incorporated," "Corporation," "Inc.," "Co.," "Partnership," "Ltd.," or derivatives thereof in its name. (B) No business trust formed after the effective date of this chapter that has made a filing pursuant to section 1746.04 of the Revised Code shall assume the name of any corporation established under the laws of this state, or of a corporation, firm, or association, or trust whether or not as de...

...A trust instrument may be amended in the manner specified in it or in any manner that is valid under the common or statutory law applicable to the business trust created by the instrument.

...the same extent as a director of a corporation organized under Chapter 1701. of the Revised Code is liable to the corporation, its shareholders, and its other directors. A trustee of a business trust that has made the filings described in section 1746.04 of the Revised Code is not liable for the act or misconduct of a cotrustee in which he has not joined, to which he has not consented, and which he has not aided or m...

...obligations of domestic or foreign corporations, other business trusts, real estate investment trusts, associations, partnerships, and individuals, or direct or indirect obligations of the United States, any state, foreign government or municipal corporation, or any agency or instrumentality thereof; (4) To offer for sale, receive subscriptions for, issue, sell, redeem, purchase, repurchase, grant options with respe...

...n of any purchase money or other consideration.

...rt relating to domestic or foreign corporations, with regard to service of process.