Ohio Revised Code Search

...(A) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (B) The notice authorized by division (A) of this section shall meet all of the following criteria: (1) It shall be posted prominently on the principal web site then maintained by the limited liability company, if any, and provided to the secret...

...(A) Upon the winding up of a series, payment or adequate provision for payment shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series. (B) After a series complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to...

...This chapter modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).

...A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.

...On and after February 11, 2022, this chapter shall govern all limited liability companies, including every foreign limited liability company that files an application for registration as a foreign limited liability company on or after February 11, 2022, every foreign limited liability company that registers a name in this state on or after February 11, 2022, every foreign limited liability company that has registered...

...Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited liability companies and members and agents whether or not existing as such at the time of the enactment of any such amendment.

...ing equipment and supplies or providing services for producers and others; bargaining; and any activity related to the foregoing. (2) Producers or agricultural cooperatives exercise more than fifty per cent of the voting control of the cooperative. (3) The cooperative does at least fifty per cent of its business with producers or agricultural cooperatives. (B) "Agricultural products" includes aquacultural, ho...

...ion does not authorize any professional services otherwise prohibited by law. (B) Associations shall be corporations that are deemed nonprofit because they are not organized for the purpose of making a profit for themselves as such, or for the purpose of making a profit for their members as such, but for their members as patrons. This chapter and not Chapter 1702. of the Revised Code shall govern associations. (C) ...

...velop patents, trademarks, copyrights, service marks, and other intellectual property. (H) Notwithstanding Chapter 169. of the Revised Code, it may effectuate the forfeiture of any unclaimed stock or other equity interests, dividends, and patronage allocations, for which the owner cannot be found after a period of three years. Notice of the existence of unclaimed stock or other equity interests and a request for ...

...s has been retained by or has performed services for the association or has performed services for any person to be indemnified; (3) By the members. (E)(1) The association shall pay the expenses, including attorney's fees, incurred by the person in defending the action, suit, or proceeding described in division (A) or (B) of this section, unless either of the following applies: (a) At the time of a person's act or...

...(A) The name of any association organized under this chapter shall include the word or abbreviation "cooperative," "coop," "co-operative," "co-op," "association," "assn.," "company," "co.," "incorporated," "inc.," "corporation," or "corp." (B) No corporation or other person organized or applying to do business in this state shall use the word or abbreviation "cooperative," "coop," "co-operative," or "co-op" as a par...

...(A) Two or more individuals may form an association under this chapter. (B)(1) Every association shall have and maintain a statutory agent upon whom any process, notice, or demand against the association may be served. The agent shall be one of the following: (a) A natural person who is a resident of this state; (b) A domestic or foreign corporation, nonprofit corporation, limited liability company, partners...

...(A) The articles of incorporation of an association shall set forth all of the following: (1) The name of the association; (2) The association's purposes, as permitted by this chapter. It is sufficient to state in the articles that the association may engage in any activity within the purposes for which associations may be organized under this chapter. (3) The county and municipal corporation or township where the...

...(A) The articles of incorporation of an association may be altered or amended at any regular meeting of the association or at any special meeting called for that purpose, provided that the text of the proposed change, or a general description of the change, is contained in the notice of the meeting. An amendment shall first be approved by two thirds of the directors and shall then be adopted by an affirmative vote of...

...(A)(1) Unless the board provides that division (A)(3) of this section applies to an amendment to the articles of incorporation, a holder of stock other than membership stock or patronage stock who is affected by a proposed amendment to the articles shall be entitled to cast one vote on the amendment regardless of the par or stated value of the stock, the number of shares, or the number of affected classes of stock he...

...(A) A copy of the association's articles of incorporation or amended articles filed in the office of the secretary of state, and certified by the secretary of state, is conclusive evidence, except as against the state, that the association has been incorporated under the laws of this state; and a copy certified by the secretary of state of any certificate of amendment or other certificate is prima-facie evidence of s...

...(A) An association whose articles of incorporation have been canceled or an association that has been dissolved in a manner other than for a voluntary dissolution as provided in section 1729.55 of the Revised Code, or a judicial dissolution as provided in section 1729.61 of the Revised Code, may be reinstated by filing, within two years of the cancellation or dissolution, on a form prescribed by the secretary of stat...

...(A) For filing articles of incorporation or a certificate of amendment of articles or a certificate of merger, consolidation, division, or dissolution, and with respect to the issuance of shares of stock, an association organized under this chapter shall pay to the secretary of state the fees imposed by section 111.16 of the Revised Code. In the case of a certificate of division, the filing fee shall be the same as f...

...(A) An association may pay dividends annually on its capital stock. All its other net income from business with or for members and other eligible patrons, less reserves which shall be provided for in the bylaws or other written agreements, shall be distributed to its members and other eligible patrons on the basis of patronage as provided in the bylaws or other written agreements. Any receipts or dividends from subsi...

...ny charge to be paid by each member for services rendered by the association, and the time of payment and the manner of collection of such charge; and any marketing contract between the association and its members that every member may be required to sign; (J) The number and qualifications of members of the association and the conditions of membership or for ownership of membership stock in the association; (K) The...

...(A) The initial bylaws may be adopted by the association's directors who are to serve until the first member meeting. After the initial bylaws are adopted, bylaws may be adopted and amended only by the members unless the articles or bylaws provide that the board, by a two-thirds vote of the entire board, may adopt or amend the bylaws or any specified bylaw. (B) Any bylaw adopted or amended by the board shall be rep...

...(A) Each member entitled to vote shall have one vote, except that the articles or bylaws of the association may permit the following: (1) Voting by members in accordance with the amount of business done with or through the association. (2) Voting by delegates, including a voting system that provides any one or a combination of the following: (a) That a delegate may cast only one vote; (b) That a delegate may cast...

...(A) An association shall have two or more members. However, an association may have one member if that member is a cooperative that has two or more members. (B) Each association shall hold an annual meeting of its members. The board may call a special meeting of the members at any time. Any meeting of the members may be held at one time or in a series of meetings at one or more locations. (C) Twenty per cent of th...

...(A) Unless prohibited in an association's articles of incorporation or bylaws, any action that may be authorized or taken at a meeting of the members, affected stockholders, the board, or any committee of the board, may be authorized or taken without a meeting, with the affirmative vote or approval of the following: (1) In the case of members or affected stockholders, sixty per cent of the votes of the members or af...

...(A) Whenever notice is required by this chapter to be given to any person, the notice may be given personally, by mail, or by electronic or telephonic transmittal. If mailed, the notice is given when it is deposited in the United States mail, with postage prepaid, addressed to the person at the person's address as it appears on the records of the association. If notice is sent by electronic or telephonic transmittal,...

...r for failure to designate an agent for service of process, it shall file, within two years of the cancellation or expiration, with the secretary of state its application for reinstatement, as provided by law, together with the proper reinstatement fee plus a forfeiture of fifteen per cent thereon. Upon the filing of such application and payment of such fees and penalties or forfeitures, the secretary of state shal...

...ot entitle a member to remuneration for services performed for a limited liability company.

...bility company, or a series thereof, to service of process, taxation, or regulation under laws of this state other than this chapter. (D) Nothing in this section shall limit or affect the right to subject a foreign limited liability company, or a series thereof, to the jurisdiction of the courts of this state or to serve upon any foreign limited liability company, or series thereof, any process, notice, or demand r...

... agent, and the street address to which service of process may be mailed pursuant to section 1706.09 of the Revised Code; (3) That the foreign limited liability company, and all series thereof, will no longer transact business in this state and that it relinquishes its authority to transact business in this state; (4) That the foreign limited liability company is canceling its registration as a foreign limited li...

...e debt, obligation, or other liability. Service of process on a surviving entity that is a foreign entity and not authorized to transact business in this state for the purposes of enforcing a debt, obligation, or other liability may be made in the same manner and has the same consequences as provided in section 1706.09 of the Revised Code as if the surviving entity was a foreign limited liability company.

...e debt, obligation, or other liability. Service of process on a converted entity that is a foreign entity and not authorized to transact business in this state for purposes of enforcing a debt, obligation, or other liability under this division may be made in the same manner and has the same consequences as provided in section 1706.09 of the Revised Code, as if the converted entity were a foreign limited liability co...

...he maximum commission, compensation for services, cost of lease, and expenses with respect to the sale of such interests and with respect to the promotion, development, and management of the oil or gas well, and the total of that commission, compensation, costs, and expenses does not exceed twenty-five per cent of the aggregate interests in the oil or gas well, exclusive of any landowner's rental or royalty; (4) Th...

...uch as using a third-party verification service or as otherwise approved by the division of securities, that the prospective purchaser is a resident of this state. (b) The prospective purchaser makes an affirmative acknowledgment, electronically through the portal, of the following: "I am an Ohio resident. The securities and investment opportunities listed on this web site involve high-risk, speculative busines...

...ing items in addition to the consent to service of process required by section 1707.11 of the Revised Code: (1) One copy of the latest form of prospectus or offering circular and notification filed with the securities and exchange commission; (2) If the division of securities by rule or otherwise requires, a copy of the articles of incorporation and code of regulations or bylaws, or their substantial equivalent...

... on file with the division a consent to service as provided in section 1707.11 of the Revised Code. At the time of filing the statement prescribed in this section, the applicant shall pay to the division the filing fee prescribed by section 1707.09 of the Revised Code; and upon receipt of notice of the division's favorable action on the application, the applicant shall pay to the division the registration fee presc...

... commission or reward for the advice or services without disclosing to the purchaser the fact of the person's agency or interest in such sales, shall be liable to the purchaser for the amount of the purchaser's damage thereby, upon tender of the security to, and suit brought against, the adviser, by the purchaser. No suit shall be brought more than one year subsequent to the purchase. (B) Whoever acts as an investme...

... fund and set aside for payment of debt service on outstanding bonds that are direct obligations of the state; (b) Seventy-five per cent to the purchaser, purchasers, or purchaser class. (5) Purchasers or purchaser classes that prevail in a civil action brought under this section shall be entitled to reasonable attorney's fees and costs in the action as determined by the court. (6) Nothing in division (C) of th...

..., legal, investment, or other technical services required for the performance of its duties; (C) Fix the compensation of the director and all other employees of the council. The employees of the council shall be members of the public employees retirement system. (D) Require the public employees retirement board, the state teachers retirement board, the school employees retirement board, the state highway patrol ret...

...nd procedures for purchasing goods and services on a competitive basis and maintaining tangible personal property. The policies and procedures shall be designed to safeguard the use of funds received by the council. An audit performed under Chapter 117. of the Revised Code shall include a determination of the council's compliance with the policies and procedures. The council is not subject to Chapters 123., 12...

...the secretary is the valid appointment. Service of any notice upon a proxy or designee at the proxy's or designee's address as shown on that form satisfies any requirements for notification of the member.

... fund any public improvements or public services plan under this chapter shall first be applied by the political subdivision to payment of those bonds or notes and any interest on them, as required by section 133.17 of the Revised Code. Any remaining proceeds shall be turned over to the treasurer of the district and deposited in a district account to be used for the purposes for which the assessment was made or for w...

...istrict or repealing an improvements or services plan may be initiated by a petition signed by members of the district who own at least twenty per cent of the appraised value of the real property located in the district, excluding church property or real property owned by the federal government, the state, or a county, township, municipal corporation, or park district, unless the church, county, township, municipal c...

...llowing the holder to purchase goods or services on credit or to transact with the account, and any debit or gift card account related to the receipt of grant moneys. "Credit card account" does not include a procurement card account, gasoline or telephone credit card account, or any other card account where merchant category codes are in place as a system of control for use of the card account.

...mits its instruction to preparation for service to churches or other religious organizations. (3) Confers only diplomas and other written evidences of proficiency or achievement that bear titles clearly signifying the religious nature of the instruction offered by the institution. (F) Except as otherwise provided in section 3333.046 of the Revised Code, no school of the type described in division (E) of section 333...

...f the institution or discontinuation of service. The plan shall include a method by which students and alumni of the institution may retrieve student records by request. The plan also shall include a designation and signed confirmation of an official custodian of student records. Student records preserved under the plan shall include, but not be limited to: (a) Academic transcripts; (b) Financial aid documents; ...

...A society of men conducting religious services, performing Christian work, and co-operating for the mutual benefit of the membership shall be known as a young men's Christian association not for profit. When such a society has received the approval of the state young men's Christian association and has filed its application and certificate of approval with the secretary of state and paid a fee of ten dollars, the sec...

...e trust. No charge or allowance for the services of such fiscal trustees shall be made. For such purposes, such fiscal trustees may, in the name of the association, contract and be contracted with, prosecute and defend suits, and receive, hold, and dispose of all money and property which the association may have, acquire, or be entitled to, by gift, purchase, or otherwise, for its endowment, and may, when necessary ...

... being notified by the internal revenue service of any challenge to or investigation of its continued entitlement to federal tax exemption, the charitable organization shall notify the attorney general of this fact. (D)(1) Except as otherwise provided in division (D)(2) of this section, every charitable organization that is required to register under this chapter shall pay the following fees with each registration: ...

... has received from the internal revenue service a determination letter that is currently in effect, stating that the charitable organization is exempt from federal income taxation under subsection 501(a) and described in subsection 501(c)(3) of the Internal Revenue Code; (3) It has registered with the attorney general as a charitable trust pursuant to section 109.26 of the Revised Code; (4) It has filed an annual r...

...nation letter from the internal revenue service that is currently in effect, stating that the organization is exempt from federal income taxation under section 501(a) and described in section 501(c)(3) of the Internal Revenue Code, the particular charitable purpose or purposes to be advanced with the funds raised.