Ohio Revised Code Search

...(A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use the same or a facsimile of the corporate seal, but failure to affix the corporate seal shall not affect the validity of any instrument. (C) At the request or direction of the United States government or any agency of the United States government, a corporation may transact any lawful business in aid of nation...

...(A) When a determination of the fair value to a corporation is made by the incorporators, directors, or shareholders with respect to consideration, other than cash, paid or to be paid to the corporation for shares; or made by the directors with respect to property voluntarily contributed to the corporation; or made by the directors with respect to physical assets of the corporation that are reckoned by the director...

...(A)(1) A shareholder of a domestic corporation is entitled to relief as a dissenting shareholder in respect of the proposals described in sections 1701.74, 1701.76, and 1701.84 of the Revised Code, only in compliance with this section. (2) If the proposal must be submitted to the shareholders of the corporation involved, the dissenting shareholder shall be a record holder of the shares of the corporation as to...

...he affairs of the corporation, all the claims, demands, rights, interests, or liens of creditors, claimants, and shareholders shall be determined as of the day on which the receiver was appointed unless those claims, demands, rights, interests, or liens have already been determined under section 1701.881 of the Revised Code. Unless it is otherwise ordered, such appointment vests in the receiver and the receiver...

...The fact that a religious society, ecclesiastical society, or church has been continuously in existence since January 1, 1925, claiming to have been legally incorporated as such, and exercising authority and performing duties as such during such time, shall be prima-facie evidence of the due incorporation as claimed by such organization.

...(A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use it or a facsimile of it, but failure to affix the corporate seal shall not affect the validity of any instrument. (C) Unless otherwise provided in the articles, a corporation may take property of any description, or any interest in property, by gift, devise, or bequest. (D) Subject to limitations prescribed b...

...(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, general partners, or other authorized repre...

...renewable forever, settle or compromise claims in favor of or against the corporation, employ one or more persons as liquidators to wind up the affairs of the corporation with such authority as the directors see fit to grant, cause the title to any of the assets of the corporation to be conveyed to such liquidators for that purpose, apply assets to the payment of obligations, perform all other acts necessary or exped...

...(A) Unless either a written operating agreement for the limited liability company or a written agreement with a member establishes additional fiduciary duties, in the event that there have been designated one or more managers to supervise or manage the activities or affairs of the limited liability company, the only obligation a member owes, in the member's capacity as a member, to the limited liability company and t...

...(A) Unless either a written operating agreement for the limited liability company or a written agreement with a manager establishes additional fiduciary duties or the duties of the manager have been modified, waived, or eliminated as contemplated by section 1706.08 of the Revised Code, the only fiduciary duties of a manager to the limited liability company or its members are the duty of loyalty and the duty of care s...

...takings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations; (C) Any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

... more bona fide outstanding securities, claims, or property interests, not including securities sold for a consideration payable in whole or in part in cash, under a plan of reorganization, recapitalization, or refinancing approved by a court pursuant to the Bankruptcy Act of the United States or to any other federal act giving any federal court jurisdiction over such plan of reorganization, or under a plan of reorga...

...For purposes of this section, the following persons shall not be deemed to have effected, participated in, or aided the seller in any way in making, a sale or contract of sale in violation of sections 1707.01 to 1707.50 of the Revised Code: (A) Any attorney, accountant, or engineer whose performance is incidental to the practice of the person's profession; (B) Any person, other than an investment adviser, investm...

...When a religious or educational corporation or society holds lands within the limits of a municipal corporation which have been used as a cemetery, and interments in such lands have been prohibited by the ordinances of such municipal corporation, the trustees, wardens, vestry, or other officers entrusted with the management of the property of such corporation or society may file a petition in the court of common plea...

...When the title to real estate is vested in trustees for the use of churches or congregations of churches, and owing to its peculiar situation or to the nature of the trust or conditions upon which it is held, such real estate for twenty years has not been claimed by or appropriated to the use of churches or congregations as originally contemplated and such trustees are in doubt as to what disposition to make of it, o...

... the board to discharge and release all claims or demands of the association or society upon payment thereof. The board may sue for a claim based upon a loan or investment made by the association or society; and upon foreclosure of a mortgage held by the association or society to secure a loan or investment made by it, may purchase and hold any land, tenement, or interest in land, in fee or otherwise, and lease, rent...

...(A) The improvements made in the development or redevelopment of a blighted area pursuant to Chapter 1728. of the Revised Code are hereby declared to be a public purpose, and, except as otherwise provided in this division, not more than seventy-five per cent of the assessed valuation of such improvements may be exempted from taxation. With the approval under this division of the board of education of the city, local,...

...(A) In order to obtain payment of the fair cash value, a stockholder entitled to payment of the fair cash value of stock under section 1729.09, 1729.35, 1729.36, or 1729.40 of the Revised Code shall deliver a written demand for payment of the fair cash value of the stock to the association no later than fifteen days after notice is sent to members and stockholders in accordance with section 1729.09, 1729.35, 1729.36,...

...renewable forever; settle or compromise claims in favor of or against the association; appoint or employ one or more persons as liquidators to wind up the affairs of the association with authority as the directors see fit to grant; cause the title to any of the assets of the association to be conveyed to such liquidators for that purpose; apply assets to the payment of obligations; and, after paying or adequately pr...

...(2) Receive, examine, and pass upon all claims against the credit union in liquidation, including claims of members; (3) Make distribution and payment to creditors and members as their interests appear; (4) Execute such documents and papers and do other acts that the liquidating agent deems necessary or desirable to discharge official duties. (F) The expenses incurred by the liquidating agent in the liquidation o...

...ally unable to meet its obligations and claims as they occur, or its third-party administrator is financially unable to meet its obligations. (5) The arrangement or its third-party administrator has failed to file any report required under section 1739.09 of the Revised Code. (D) If the superintendent refuses to issue or renew, or suspends or revokes a certificate of authority, he shall issue an order setting forth...

...d twenty-five per cent of its projected claims for the succeeding fiscal year. (C) Any excess or stop-loss insurance policy purchased by a multiple employer welfare arrangement shall provide that the superintendent must be notified by the arrangement of the cancellation of the policy for any reason, including the failure of the arrangement to pay any applicable premium. (D) No excess or stop-loss insurance policy p...

...fuse, without just cause, to pay proper claims arising under coverage provided by the arrangement; (2) Compel, without just cause, employee claimants of members or other persons entitled to the proceeds of the coverage to accept less than the amount due them; (3) Compel, without just cause, employee claimants of members or other persons entitled to the proceeds of the coverage to bring an action against the arrange...

...(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,...

...(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...