Ohio Revised Code Search

...cial authority or by a will, and a corporation or limited liability company organized under the laws of any state, any foreign government, or any political subdivision of a state or foreign government. (E)(1) "Dealer," except as otherwise provided in this chapter, means every person, other than a salesperson, who engages or professes to engage, in this state, for either all or part of the person's time, directly or...

...governmental or other public body, corporation, or agency in or of the United States, any state, territory, or possession of the United States, or any foreign government with which the United States is, at the time of sale, maintaining diplomatic relations. (2) If a security described in division (B)(1) of this section is not payable out of the proceeds of a general tax, the security is exempt only if, at the time...

...F) The sale at public auction by a corporation of shares of its stock because of delinquency in payment for the shares is exempt. (G)(1) The giving of any conversion right with, or on account of the purchase of, any security that is exempt, is the subject matter of an exempt transaction, has been registered by description, by coordination, or by qualification, or is the subject matter of a transaction that has been...

...apitalization, 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 outstanding securities, claims, or property interests, or partly in such exchange or partly for cash...

...rce and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities, other than the existing capital stock or long term debt of the offeror, which are being offered in exchange for the equity securities of the subject company; (d) A statement of any plans or proposals that the offeror, upon gaining control, may have to liquidate the subj...

... inures to and is recoverable by a corporation, formed in this state, pursuant to section 1707.043 of the Revised Code, is conclusively presumed to have designated the secretary of state as its agent for the service of process in any action or proceeding under this chapter. Upon receipt of any such process, together with an affidavit showing the last known address of the person who made or opposed the control bid or ...

... proposal, to acquire control of a corporation formed under the laws of this state, any profit realized, directly or indirectly, from the disposition of any equity securities of a corporation by a person who, within eighteen months before disposition directly or indirectly, alone or in concert with others, made a proposal, or publicly disclosed the intention or possibility of making a proposal, to acquire control of ...

...the entity's gross revenues from the operation of a business in this state during the previous fiscal year, if the OhioInvests offering begins during the first six months of the entity's fiscal year, or during the twelve months ending on the last day of the sixth month of the entity's current fiscal year, if the OhioInvests offering begins following the last day. (ii) Division (A)(2)(c)(i) of this section does not ...

...dollars, either in cash or other consideration, in connection with one or more OhioInvests offerings. (E) The issuer uses at least eighty per cent of the net proceeds of the offering in connection with the operation of its business in this state. (F) No single purchaser purchases more than ten thousand dollars in the aggregate in a twelve-month period of securities in connection with OhioInvests offerings unless ...

...xpire. (C) The identity of and consideration payable to a person who has been or will be retained by the issuer to assist the issuer in conducting the offering and sale of the securities, including a portal operator. This requirement does not apply to persons acting primarily as accountants or attorneys and employees whose primary job responsibilities involve operating the business of the issuer rather than assisti...

...The certification obtained by the portal operator from each prospective purchaser through an OhioInvests portal shall, at a minimum, state the following: "I UNDERSTAND AND ACKNOWLEDGE THAT: If I make an investment in an offering through this OhioInvests portal, it is very likely that I am investing in a high-risk, speculative business venture that could result in the complete loss of my investment, and I need to...

... (2) A copy of the articles of incorporation or other documents that indicate the entity's form of organization; (3) The filing fee as prescribed in section 1707.17 of the Revised Code. (B) If the division approves the entity as a portal operator, the division shall issue a license certificate to the entity.

...No portal operator that is not also a licensed dealer shall do any of the following: (A) Offer investment advice or recommendations, or solicit the purchase or sale of securities. For purposes of this division, a portal operator shall not be considered to be offering investment advice or recommendations merely because it selects, or may perform due diligence with respect to, issuers or offerings to be listed or mer...

...(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...

...ioInvests issuers' exemption from registration under section 1707.051 of the Revised Code.

...ffering. (B) The exemption from registration provided under section 1707.051 of the Revised Code is not available with respect to an offer, sale, and issuance of securities if the issuer of the securities or any affiliated party: (1) Has been convicted, within ten years before the offering of any felony or misdemeanor: (a) In connection with the purchase or sale of any security; (b) Involving the making of an...

...1) The sale of its securities by a corporation may be so carried out when no part of the securities to be sold is issued directly or indirectly in payment or exchange for intangible property or for property not located in this state, and when the total commission, remuneration, expense, or discount, excluding legal, accounting, and printing fees of the corporation, in connection with the sale of those securities does...

...who executes the application for registration by description on behalf of the applicant shall state the individual's relationship to the applicant and certify all of the following: (1) The individual has executed the application on behalf of the applicant. (2) The individual is fully authorized to execute and file the application on behalf of the applicant. (3) The individual is familiar with the applicant's ...

... of the issuer, if the issuer is a corporation or an unincorporated association; of all the members of the issuer, if the issuer is a limited liability company in which management is reserved to its members; of all the managers of the issuer, if the issuer is a limited liability company in which management is not reserved to its members; of all partners, if the issuer is a general or limited partnership or a partners...

...(A) Any security for which a registration statement has been filed pursuant to Section 6 of the Securities Act of 1933 or for which a notification form and offering circular has been filed pursuant to regulation A of the general rules and regulations of the securities and exchange commission, 17 C.F.R. sections 230.251 to 230.256 and 230.258 to 230.263, as amended before or after the effective date of this section, i...

...that is registered or has filed a registration statement with the securities and exchange commission under the Investment Company Act of 1940, shall file the following with the division of securities: (1) A notice filing consisting of either of the following: (a) A copy of the investment company's federal registration statement as filed with the securities and exchange commission; (b) A form U-1 or form NF of the ...

...Notwithstanding any provision of Chapter 1707. of the Revised Code, or any rule adopted by the division of securities under that chapter, requiring a signature or verification, the division may provide by rule for the electronic filing or submission of any form, document, material, or information that is required or permitted to be filed with or submitted to the division.

...tion of said securities, or for a registration of such securities by description if, within such time, such securities become entitled to registration by description; and the entire proceeds of the sale of such securities, without deduction for commissions or other charges, shall be segregated or deposited in escrow in such manner and for such time as the division directs. No applicant which is an issuer not a resi...

...sed Code; (2) Applications for registration by description, qualification, or coordination; (3) Notice filings pursuant to section 1707.092 of the Revised Code. (B) The irrevocable written consent shall be executed and acknowledged by an individual duly authorized to give the consent and shall do all of the following: (1) Designate the secretary of state as agent for service of process or pleadings; (2...

...nt investigatory records and trial preparation records of the division of securities or any other law enforcement or administrative agency which are in the possession of the division of securities shall in no event be available to inspection by other than law enforcement agencies, state agencies, federal agencies, and other entities as set forth by rules adopted by the division. (D) All public records shall be prepa...