Ohio Revised Code Search

...(A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, one or more vice-presidents and such other officers and assistant officers as may be deemed necessary. The officers shall be elected by the directors. None of the officers need be a director unless the articles or the regulations otherwise provide or the directors determine that there is to be a chairperson of ...

...f an officer are the duties to the corporation set forth in division (B) of this section. (B) An officer shall perform the officer's duties to the corporation in good faith, in a manner the officer reasonably believes to be in or not opposed to the best interests of the corporation, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing an officer...

... all or any of the property of the corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any obligation or contract. Unless otherwise provided in the articles, no vote or consent of shareholders is necessary for such action.

...est in the property, made (1) by a corporation that is a railroad or a public utility as defined by sections 4907.02, 4905.02, and 4905.03 of the Revised Code; (2) by a corporation, domestic or foreign, organized for the purpose of constructing, acquiring, owning, or operating a railroad or public utility, as so defined, or any part of a railroad or public utility, or, as a common carrier, a trolley bus system,...

...ther evidence of indebtedness of a corporation is authenticated or countersigned by an incorporated trustee, the signature of any officer of the corporation authorized to sign any such instrument may be facsimile, engraved, stamped, or printed. Although any officer of the corporation whose manual or facsimile signature is affixed to any such instrument ceases to be such officer before the instrument is delivered, suc...

...No domestic or foreign corporation, or anyone on its behalf, shall interpose the defense or make the claim of usury in any proceeding upon or with reference to any obligation of such corporation; nor shall any corporate note, bond, or other evidence of indebtedness, mortgage, pledge, or deed of trust, be set aside, impaired, or adjudged invalid by reason of anything contained in laws prohibiting usury or regulating i...

...owing: (1) Change the name of the corporation; (2) Change the place in this state where its principal office is to be located; (3) Change, enlarge, or diminish its purpose or purposes; (4) Increase or decrease the authorized number of shares of any class; (5) Authorize shares of a new class or classes; (6) Increase or decrease the par value of issued or unissued shares with par value; (7) Change issued or uni...

...tion of the series. (2) When the corporation has issued shares or obligations convertible into shares of the corporation or has granted options to purchase any shares, and the conversion or option rights are set forth in the articles or have been approved by the same vote of shareholders as, at the time of the approval, would have been required to amend the articles to authorize the shares required for that purpose...

...thirds of the voting power of the corporation on the proposal or, if the articles provide or permit, by the affirmative vote of a greater or lesser proportion, but not less than a majority, of such voting power, and by the affirmative vote of the holders of shares of any particular class that is required by the articles. (b) Any amendment that would change or eliminate the classification of directors of an i...

...ajority of the voting power of the corporation on such proposal. (C) Except as provided in division (D) of this section, amended articles shall set forth all such provisions as are required in, and only such provisions as may properly be in, original articles or amendments to articles filed at the time of adopting the amended articles and shall contain a statement that they supersede the existing articles; pro...

...n 1701.70 of the Revised Code, the corporation shall send notice of the amendment or amended articles, and a copy or summary of the amendment or amended articles, by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent, to each shareholder of the corporation of record as of the date on which the directors approved the...

... substantially the purposes of the corporation or provides that thereafter an amendment to change substantially the purposes of the corporation may be adopted; (4) Changes the corporation into a nonprofit corporation. (B) In the cases provided for in divisions (A)(1) and (2) of this section, dissenting holders of shares of such particular class, and, in the cases provided for in divisions (A)(3) and (4) of thi...

...ates relating to reorganization of corporations, a corporation may put into effect and carry out any decrees and orders of the court in the bankruptcy or reorganization proceeding and may take any corporate action provided or directed by such decrees and orders, without further action by its directors or shareholders. Authority may be exercised, and corporate actions may be taken, as directed by such decrees or order...

...th or without the good will, of a corporation, if not made in the usual and regular course of its business, may be made upon the terms and conditions and for the consideration, that may consist, in whole or in part, of money or other property of any description, including shares or other securities or promissory obligations of any other corporation, domestic or foreign, that may be authorized as follows: (a)...

...on, and any interest therein, of a corporation, 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 public or private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equitable and proper, but it sh...

...solidation between the constituent corporations as provided in this section, a domestic or foreign corporation and, if so provided, one or more additional domestic or foreign corporations may be merged into a domestic surviving corporation, or a domestic corporation together with one or more additional domestic or foreign corporations may be consolidated into a new domestic corporation formed by such consolidation, p...

...tion include entities that are not corporations, section 1701.78 of the Revised Code does not apply. If the constituent entities in a merger or consolidation include entities that are not corporations, the constituent entities may be merged into a domestic surviving corporation or may be consolidated into a new domestic corporation pursuant to an agreement of merger or consolidation as provided in this section. If an...

...is section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign entity that is not a domestic corporation and is not a nonprofit corporation may be converted into a domestic corporation. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converting entity will exist. (B)(1) The written declaration of conversion...

...solidation between the constituent corporations as provided in this section, a domestic corporation and, if so provided, one or more additional domestic or foreign corporations may be merged into a foreign surviving corporation, or a domestic corporation together with one or more additional domestic or foreign corporations may be consolidated into a new foreign corporation to be formed by such consolidation in a stat...

...tion include entities that are not corporations, the constituent entities may be merged or consolidated into a surviving or new entity that is not a domestic corporation, as provided in this section. Pursuant to an agreement of merger or consolidation between the constituent entities as provided in this section, a domestic corporation and, if so provided, one or more additional domestic or foreign entities, may be me...

...is section, pursuant to a written declaration of conversion as provided in this section, a domestic corporation may be converted into a domestic or foreign entity other than a nonprofit corporation or a domestic corporation. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall set...

... of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704. of the Revised Code do not prevent the merger from being effected, one or more domestic or foreign subsidiaries may be merged into a domestic or foreign parent corporation, provided that the parent owns ninety per cent or more of each class of the outstanding shares of each subsidiary, that at...

... of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704. of the Revised Code do not prevent the merger from being effected, one or more domestic or foreign corporations may be merged into a domestic corporation, provided that the domestic surviving corporation is a subsidiary of one of the constituent corporations and that the parent constituent cor...

...n, a holding company is a domestic corporation that, from its formation until consummation of a merger governed by this section, was at all times a direct or indirect wholly owned subsidiary of the parent corporation and whose shares are issued in that merger solely to the shareholders of the parent corporation. (B) Pursuant to an agreement of merger between the constituent corporations as provided in this section a...

...epresentative of each constituent corporation, partnership, or other entity. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required by this section. (B)(1) The certificate of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each co...