Ohio Revised Code Search

...s entitled to one or more certificates, signed by the chairperson of the board or the president or a vice-president and by the secretary, an assistant secretary, the treasurer, or an assistant treasurer of the corporation, that shall certify the number and class of shares held by the holder in the corporation, but no certificate for shares shall be executed or delivered until those shares are fully paid. When t...

... shall have appended to them an opinion signed by the president or a vice-president or the treasurer or an assistant treasurer of the corporation or by a public accountant or firm of public accountants to the effect that the financial statement presents fairly the financial position of the corporation and the results of its operations in conformity with generally accepted accounting principles applied on a basis cons...

...n, waivers, releases, and also writings signed by holders of shares in lieu of taking action at meetings of shareholders. Objections to consents, in order to be effective for the purposes of this section, must be filed with the corporation before the consents in question had been acted upon. (B) Fiduciaries and minors may vote and execute consents in respect of shares which stand of record in their respective names....

...s as trustees, or with any depositary designated by or pursuant to such agreement to act for such trustees, for the purpose and with the effect of granting to such trustees or a majority of them, or to such persons as may be designated by or pursuant to such agreement, all the voting, consenting, or other rights in respect of the shares represented by such certificates, or such of these rights as may be specified in ...

...t a meeting or by a writing or writings signed by all of its members. (E) Unless participation by members of any committee described in division (A) of this section at a meeting by means of communications equipment is prohibited by the articles, the regulations, or an order of the directors, meetings of the particular committee may be held through any communications equipment if all persons participating can hear ea...

... 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, such instrument nevertheless shall be...

... 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 been received, the directors may adopt an amendment to the articles. (B) The directors may adopt an amendment to the articles in the following cases: (1) When and to the extent authorized ...

... (F) "Incorporator" means a person who signed the original articles of incorporation. (G) "Member" means one having membership rights and privileges in a corporation in accordance with its articles or regulations. (H) "Voting member" means a member possessing voting rights, either generally or in respect of the particular question involved, as the case may be. (I) "Person" includes, but is not limited to, a ...

...ncorporation, 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 the corporation is formed. (B) The articles also may set forth the following: (1) The names of indivi...

...which consent is evidenced in a writing signed by any authorized officer or authorized representative of the other entity or person. (D) In case of judicial sale or judicial transfer, by sale or transfer of good will or otherwise, of the right to use the name of a nonprofit corporation or business corporation, whether that of a domestic corporation or of a foreign corporation authorized to exercise its corporate pr...

...t a meeting or by a writing or writings signed by all of its members. (E) Meetings of committees described in division (A) of this section may be held by any means of authorized communications equipment, unless participation by members of the committee at a meeting by means of authorized communications equipment is prohibited by the articles, the regulations, or an order of the directors. Participation in a meeting...

...ting articles. The certificate shall be signed by any authorized officer of the corporation. (H) A copy of an amendment or amended articles changing the name of a corporation or its principal office in this state, certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state, and for that recording the county recorder shall charge and collect the same ...

...eement of merger or consolidation to be signed by the chairperson of the board of directors, the president, or a vice-president and by the secretary or an assistant secretary. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set ...

...eement of merger or consolidation to be signed by the chairperson of the board of directors, the president, or a vice-president and by the secretary or an assistant secretary. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set fort...

...ified statement of continued existence, signed by a director, officer, or three members in good standing, setting forth the corporate name, the place where the principal office of the corporation is located, the date of incorporation, the fact that the corporation is still actively engaged in exercising its corporate privileges, and the name and address of its agent appointed pursuant to section 1702.06 of the Revise...

... 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 is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, p...

...ile with the secretary of state, and be signed by an authorized officer of the corporation. The certificate of amendment shall also be accompanied by the filing fee set forth in division (B) of section 111.16 of the Revised Code.

...ection. (B) A certificate of surrender signed by any authorized officer, or by the receiver, trustee in bankruptcy, or other liquidator of such corporation, shall be filed with the secretary of state, on a form prescribed by the secretary of state, setting forth: (1) The name of the corporation and of the state under the laws of which it is incorporated; (2) That it surrenders its license; (3) The address to whic...

...ary of state. The application shall be signed and verified by an officer of the applicant. The application shall be accompanied by a certificate stating that the corporation is in good standing under the laws of the jurisdiction of its incorporation, which certificate shall be executed by the official of the jurisdiction having custody of the records pertaining to corporations and dated not earlier than sixty days ...

...zation as amended or restated. (B) "Assignment" means a transfer, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. (C) "Constituent limited liability company" means a constituent entity that is a limited liability company. (D) "Constituent entity" means an entity that is party to a merger. (E) "Contribution" means anything of value includi...

...which consent is evidenced in a writing signed by any authorized officer or any authorized representative of the other person. (D) If a judicial sale or other transfer by order of a tribunal involves the right to use the name of a limited liability company or of a foreign limited liability company, then division (B) of this section shall not be applicable with respect to any person that is subject to the order. (...

...n acceptance of the appointment that is signed by the agent; (3) If applicable, a statement as provided in division (B)(3) of section 1706.761 of the Revised Code; (4) Any other matters the organizers or the members determine to include in the articles of organization. (B) A limited liability company is formed when the articles of organization are filed by the secretary of state or at any later date or time spe...

...forceable unless set forth in a writing signed by the member. (B) A member's obligation to make a contribution to a limited liability company, or a series thereof, is not excused by the member's death, disability, or other inability to perform personally. If a member does not make a contribution required by an enforceable promise, the member or the member's estate is obligated, at the election of the limited liabil...

...sent or otherwise act for the member by signing an appointing record, personally or by the member's agent. (E) This chapter does not entitle a member to remuneration for services performed for a limited liability company.

...n acceptance of the appointment that is signed by the agent; (4) That the foreign limited liability company is a foreign limited liability company; (5) The information required by division (C) of this section, if applicable. (C) If a foreign limited liability company establishes or provides for the establishment of one or more series of assets, it shall state all of the following in the registration as a foreig...