Ohio Rev. Code § 1711.05 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.05
§ 1711.05. Annual financial report and report of proceedings
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly Every county agricultural society annually shall do all of the following: (A) Make a report of its proceedings during the year; (B) File a financial report, in accordance with section 117.38 of the Revised Code and forward it to the director of agriculture at or before the annual meeting of the directors of the society with the director of agriculture, as provided for in section 1711.06 of the Revised Code. No payment after such date shall be made from the county treasury to such society unless a certificate from the director is presented to the county auditor showing that the report has been made; (C) Publish an announcement in either a newspaper of general circulation in the county or on the society's web site for not less than two weeks that contains all of the following: (1) A statement indicating that the annual financial report has been filed in accordance with division (B) of this section; (2) A statement indicating that any person who wishes to obtain a copy of the report may contact the treasurer of the society; (3) The treasurer of the society's contact information that a person may use to obtain a copy of the report.
Ohio Rev. Code § 1751.77 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.77
§ 1751.77. Utilization review, internal and external review procedure definitions
Status: in_force

October 17, 2019 House Bill 166 - 133rd General Assembly As used in sections 1751.77 to 1751.87 of the Revised Code, unless otherwise specifically provided or as otherwise required pursuant to applicable federal law or regulations: (A) "Adverse determination" means a determination by a health insuring corporation or its designee utilization review organization that an admission, availability of care, continued stay, or other health care service has been reviewed and, based upon the information provided, the health care service does not meet the requirements for benefit payment under the health insuring corporation's policy, contract, or agreement, and coverage is therefore denied, reduced, or terminated. (B) "Ambulatory review" means utilization review of health care services performed or provided in an outpatient setting. (C) "Authorized person" means a parent, guardian, or other person authorized to act on behalf of an enrollee with respect to health care decisions. (D) "Case management" means a coordinated set of activities conducted for individual patient management of serious, complicated, protracted, or other specified health conditions. (E) "Certification" means a determination by a health insuring corporation or its designee utilization review organization that an admission, availability of care, continued stay, or other health care service has been reviewed and, based upon the information provided, the health care service satisfies the requirements for benefit payment under the health insuring corporation's policy, contract, or agreement. (F) "Clinical peer" means a physician when an evaluation is to be made of the clinical appropriateness of health care services provided by a physician. If an evaluation is to be made of the clinical appropriateness of health care services provided by a provider who is not a physician, "clinical peer" means either a physician or a provider holding the same license as the provider who provided the health care services. (G) "Clinical review criteria" means the written screening procedures, decision abstracts, clinical protocols, and practice guidelines used by a health insuring corporation to determine the necessity and appropriateness of health care services. (H) "Concurrent review" means utilization review conducted during a patient's hospital stay or course of treatment. (I) "Discharge planning" means the formal process for determining, prior to a patient's discharge from a health care facility, the coordination and management of the care that the patient is to receive following discharge from a health care facility. (J) "Participating provider" means a provider or health care facility that, under a contract with a health insuring corporation or with its contractor or subcontractor, has agreed to provide health care services to enrollees with an expectation of receiving payment, other than coinsurance, copayments, or deductibles, directly or indirectly from the health insuring corporation. (K) "Physician" means a provider who holds a license issued under Chapter 4731. of the Revised Code authorizing the practice of medicine and surgery or osteopathic medicine and surgery or a comparable license from another state. (L) "Prospective review" means utilization review that is conducted prior to an admission or a course of treatment. (M) "Retrospective review" means utilization review of medical necessity that is conducted after health care services have been provided to a patient. "Retrospective review" does not include the review of a claim that is limited to an evaluation of reimbursement levels, veracity of documentation, accuracy of coding, or adjudication of payment. (N) "Second opinion" means an opportunity or requirement to obtain a clinical evaluation by a provider other than the provider originally making a recommendation for proposed health care services to assess the clinical necessity and appropriateness of the proposed health care services. (O) "Utilization review" means a process used to monitor the use of, or evaluate the clinical necessity, appropriateness, efficacy, or efficiency of, health care services, procedures, or settings. Areas of review may include ambulatory review, prospective review, second opinion, certification, concurrent review, case management, discharge planning, or retrospective review. (P) "Utilization review organization" means an entity that conducts utilization review, other than a health insuring corporation performing a review of its own health care plans.
Ohio Rev. Code § 1745.21 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.21
§ 1745.21. Meetings of voting members; calling and place of meeting
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) Unless the governing principles provide otherwise, meetings of voting members of an unincorporated nonprofit association may be called by any of the following: (1) The president or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president; (2) The manager or managers by action at a meeting, or a majority of the managers acting without a meeting; (3) The lesser of ten per cent of the voting members or twenty-five of the voting members, unless the governing principles specify for that purpose a smaller or larger proportion or number, but not in excess of fifty per cent of the voting members; (4) Any other officers or persons that the governing principles authorize to call those meetings. (B) If so provided in the governing principles, meetings of voting members may be held either within or outside this state or solely by means of authorized communications equipment. (C) Unless the governing principles provide otherwise, the voting members and proxyholders who are not physically present at a meeting of voting members may attend the meeting by the use of authorized communications equipment that enables the voting members and proxyholders an opportunity to participate in the meeting and to vote on matters submitted to the voting members, including an opportunity to read or hear the proceedings of the meeting, participate in the proceedings, and contemporaneously communicate with the persons who are physically present at the meeting. Any voting member who uses authorized communications equipment under this division is considered to be present in person at the meeting whether the meeting is held at a designated place or solely by means of authorized communications equipment. The members or managers may adopt procedures and guidelines for the use of authorized communications equipment in connection with a meeting of voting members to permit the unincorporated nonprofit association to verify that a person is a voting member or proxyholder and to maintain a record of any vote or other action taken at the meeting.
Ohio Rev. Code § 1719.06 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.06
§ 1719.06. Incorporation of charitable trusts in certain special cases
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When, by his will, admitted to probate in this state or elsewhere, a decedent devises or bequeaths his property, or a portion thereof, for charitable uses within this state, or for the establishment and maintenance of an industrial or educational school or institution to be located within this state; when such will provides that the executor shall organize a corporation under the laws of this state to receive such property, to carry out the charitable purposes therein expressed, or to establish and maintain the institution or school therein provided for; and when such will further provides for the management of such corporation by a board of trustees or directors, consisting in part of officials of this state, of the county in which such charities are to be administered or such institution or school is to be located, or of any municipal corporation in such county, and of the member of congress for the district of which it forms a part, or of any of such officials, and names others to be associated with them, and provides for the appointment of successors to such persons named to act with such officials, such executor, or his successor, and the persons named in section 1719.07 of the Revised Code may constitute themselves a body corporate, with the general powers of benevolent corporations.
Ohio Rev. Code § 1701.041 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.041
§ 1701.041. Exemptions for disaster workers
Status: in_force

September 28, 2018 House Bill 133 - 132nd General Assembly (A) As used in this section, "critical infrastructure," "disaster response period," "disaster work," a nd "qualifying employee" have the same meanings as in section 5703.94 of the Revised Code. (B) No person shall be required to file articles of incorporation or any other documents or applications with the secretary of state as established in sections 111.16 , 1329.01 , 1701.04 , or elsewhere in the Revised Code or otherwise comply with the requirements of Title XVII of the Revised Code as a condition precedent to engaging in business in this state for any of the following activities: (1) Disaster work performed in this state by an out-of- state disaster business during a disaster response period pursuant to a qualifying solicitation received by the business; (2) Disaster work performed in this state by a qualifying employee described in division (A)(14)(a) of section 5703.94 of the Revised Code during a disaster response period pursuant to a qualifying solicitation received by the employee's employer; (3) Disaster work performed in this state by a qualifying employee described in division (A) (14)(b) of section 5703.94 of the Revised Code during a disaster response period on critical infrastructure owned or used by the employee's employer.
Ohio Rev. Code § 1707.15 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.15
§ 1707.15. Applying for dealer's license
Status: in_force

December 29, 2023 Senate Bill 131 - 134th General Assembly (A) Application for a dealer's license shall be made in accordance with this section and by filing with the division of securities the information, materials, and forms specified in rules adopted by the division, along with all of the following information: (1) The name and address of the applicant; (2) The location and addresses of the principal office and all other offices of the applicant; (3) A general description of the business of the applicant done prior to the application, including a list of states in which the applicant is a licensed dealer. (B)(1) The division may investigate any applicant for a license, and may require such additional information as it deems necessary to determine the applicant's business repute and qualifications to act as a dealer in securities. (2) If the application for any license involves investigation outside of this state, the applicant may be required by the division to advance sufficient funds to pay any of the actual expenses of such examination. An itemized statement of any such expenses which the applicant is required to pay shall be furnished the applicant by the division. (C) The division shall by rule require one natural person who is a principal, officer, director, general partner, manager, or employee of a dealer to pass an examination designated by the division. Each dealer that is not a natural person shall notify the division of the name and relationship to the dealer of the natural person who has passed the examination on behalf of the dealer and who will serve as the designated principal on behalf of the dealer. (D) Dealers shall employ as salespersons only those salespersons who are licensed under this chapter. If at any time a salesperson resigns or is discharged or a new salesperson is added, the dealer shall promptly notify the division. (E)(1) Except as provided in division (E)(2) of this section, if the division finds that the applicant is of good business repute, appears qualified to act as a dealer in securities, and has fully complied with this chapter and rules adopted under this chapter by the division, the division, upon payment of the fees prescribed by division (B) of section 1707.17 of the Revised Code, shall issue to the applicant a license authorizing the applicant to act as a dealer. (2) The division shall issue a license to act as a dealer in accordance with Chapter 4796. of the Revised Code to an applicant if either of the following applies: (a) The applicant holds a license in another state; (b) The applicant has satisfactory work experience, a government certification, or a private certification as described in that chapter as a dealer in a state that does not issue that license. Last updated December 29, 2023 at 7:13 AM
Ohio Rev. Code § 1715.01 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.01
§ 1715.01. Change in language of church service
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Any religious society incorporated in this state, if the act of incorporation prescribes that its public religious services shall be conducted in any language other than English, may decide, by a vote of a majority of its adult members in good and regular standing who speak such prescribed language, whether its public religious services shall be conducted in any other language.
Ohio Rev. Code § 1724.10 — Ohio Revised Code / Title 17 / Chapter 1724 / § 1724.10
§ 1724.10. Political designating community improvement corporation as agency for development
Status: in_force

September 15, 2014 House Bill 483, Senate Bill 172 - 130th General Assembly (A) A community improvement corporation may be designated: (1) By a county, one or more townships, one or more municipal corporations, two or more adjoining counties, or any combination of the foregoing as the agency of each such political subdivision for the industrial, commercial, distribution, and research development in such political subdivision when the legislative authority of such political subdivision has determined that the policy of the political subdivision is to promote the health, safety, morals, and general welfare of its inhabitants through the designation of a community improvement corporation as such agency; (2) Solely by a county as the agency for the reclamation, rehabilitation, and reutilization of vacant, abandoned, tax-foreclosed, or other real property in the county; (3) By any political subdivision as the agency for the reclamation, rehabilitation, and reutilization of vacant, abandoned, tax-foreclosed, or other real property within the political subdivision if the subdivision enters into an agreement with the community improvement corporation that is the agency of a county, under division (A)(2) of this section, designating the corporation as the agency of the political subdivision. (B) Designations under this section shall be made by the legislative authority of the political subdivision by resolution or ordinance. Any political subdivision which has designated a community improvement corporation as such agency under this section may enter into an agreement with it to provide any one or more of the following: (1) That the community improvement corporation shall prepare a plan for the political subdivision of industrial, commercial, distribution, and research development, or of reclamation, rehabilitation, and reutilization of vacant, abandoned, tax-foreclosed, or other real property, and such plan shall provide therein the extent to which the community improvement corporation shall participate as the agency of the political subdivision in carrying out such plan. Such plan shall be confirmed by the legislative authority of the political subdivision. A community improvement corporation may insure mortgage payments required by a first mortgage on any industrial, economic, commercial, or civic property for which funds have been loaned by any person, corporation, bank, or financial or lending institution upon such terms and conditions as the community improvement corporation may prescribe. A community improvement corporation may incur debt, mortgage its property acquired under this section or otherwise, and issue its obligations, for the purpose of acquiring, constructing, improving, and equipping buildings, structures, and other properties, and acquiring sites therefor, for lease or sale by the community improvement corporation in order to carry out its participation in such plan. Except as provided for in division (C) of section 307.78 of the Revised Code, any such debt shall be solely that of the corporation and shall not be secured by the pledge of any moneys received or to be received from any political subdivision. All revenue bonds issued under sections 1724.02 and 1724.10 of the Revised Code are lawful investments of banks, savings and loan associations, deposit guarantee associations, trust companies, trustees, fiduciaries, trustees or other officers having charge of sinking or bond retirement funds of municipal corporations and other subdivisions of the state, and of domestic insurance companies notwithstanding sections 3907.14 and 3925.08 of the Revised Code. Not less than two-fifths of the governing board of any economic development corporation designated as the agency of one or more political subdivisions shall be composed of mayors, members of municipal legislative authorities, members of boards of township trustees, members of boards of county commissioners, or any other appointed or elected officers of such political subdivisions, provided that at least one officer from each political subdivision shall be a member of the governing board. Membership on the governing board of a community improvement corporation does not constitute the holding of a public office or employment within the meaning of sections 731.02 and 731.12 of the Revised Code or any other section of the Revised Code. The board of directors of a county land reutilization corporation shall be composed of the members set forth in section 1724.03 of the Revised Code. Membership on such governing boards shall not constitute an interest, either direct or indirect, in a contract or expenditure of money by any municipal corporation, township, county, or other political subdivision. No member of such governing boards shall be disqualified from holding any public office or employment, nor shall such member forfeit any such office or employment, by reason of membership on the governing board of a community improvement corporation notwithstanding any law to the contrary. Actions taken under this section shall be in accordance with any applicable planning or zoning regulations. Any agreement entered into under this section may be amended or supplemented from time to time by the parties thereto. An economic development corporation designated as the agency of a political subdivision under this section shall promote and encourage the establishment and growth in such subdivision of industrial, commercial, distribution, and research facilities. A county land reutilization corporation designated as the agency of a political subdivision in an agreement between a political subdivision and a corporation shall promote the reclamation, rehabilitation, and reutilization of vacant, abandoned, tax-foreclosed, or other real property in the subdivision. (2) Authorization for the community improvement corporation to sell or to lease any real property or interests in real property owned by the political subdivision determined from time to time by the legislative authority thereof not to be required by such political subdivision for its purposes, for uses determined by the legislative authority as those that will promote the welfare of the people of the political subdivision, stabilize the economy, provide employment, assist in the development of industrial, commercial, distribution, and research activities to the benefit of the people of the political subdivision, will provide additional opportunities for their gainful employment, or will promote the reclamation, rehabilitation, and reutilization of vacant, abandoned, tax-foreclosed, or other real property within the subdivision. The legislative authority shall specify the consideration for such sale or lease and any other terms thereof. Any determinations made by the legislative authority under this division shall be conclusive. The community improvement corporation acting through its officers and on behalf and as agent of the political subdivision shall execute the necessary instruments, including deeds conveying the title of the political subdivision or leases, to accomplish such sale or lease. Such conveyance or lease shall be made without advertising and receipt of bids. A copy of such agreement shall be recorded in the office of the county recorder of any county in which real property or interests in real property to be sold or leased are situated prior to the recording of a deed or lease executed pursuant to such agreement. (3) That the political subdivision executing the agreement will convey to the community improvement corporation real property and interests in real property owned by the political subdivision and determined by the legislative authority thereof not to be required by the political subdivision for its purposes and that such conveyance of such real property or interests in real property will promote the welfare of the people of the political subdivision, stabilize the economy, provide employment, assist in the development of industrial, commercial, distribution, and research activities to the benefit of the people of the political subdivision, provide additional opportunities for their gainful employment or will promote the reclamation, rehabilitation, and reutilization of vacant, abandoned, tax-foreclosed, or other real property in the subdivision, for the consideration and upon the terms established in the agreement, and further that as the agency for development or land reutilization the community improvement corporation may acquire from others additional real property or interests in real property, and any real property or interests in real property so conveyed by it for uses that will promote the welfare of the people of the political subdivision, stabilize the economy, provide employment, assist in the development of industrial, commercial, distribution, and research activities required for the people of the political subdivision and for their gainful employment or will promote the reclamation, rehabilitation, and reutilization of vacant, abandoned, tax-foreclosed, or other real property in the subdivision. Any conveyance or lease by the political subdivision to the community improvement corporation shall be made without advertising and receipt of bids. If any real property or interests in real property conveyed by a political subdivision under this division are sold by the community improvement corporation at a price in excess of the consideration received by the political subdivision from the community improvement corporation, such excess shall be paid to such political subdivision after deducting, to the extent and in the manner provided in the agreement, the costs of such acquisition and sale, taxes, assessments, costs of maintenance, costs of improvements to the real property by the community improvement corporation, service fees, and any debt service charges of the corporation attributable to such real property or interests. The Legislative Service Commission presents the text of this section as a composite of the section as amended by multiple acts of the General Assembly. This presentation recognizes the principle stated in R.C. 1.52(B) that amendments are to be harmonized if reasonably capable of simultaneous operation.
Ohio Rev. Code § 1706.713 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.713
§ 1706.713. Merger effect
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) When a merger becomes effective, all of the following apply: (1) The surviving entity continues or comes into existence. (2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity. (3) All property owned by each constituent entity, or series thereof, that ceases to exist vests in the surviving entity without reservation or impairment. (4) All debts, obligations, or other liabilities of each constituent entity, or series thereof, that ceases to exist continue as debts, obligations, or other liabilities of the surviving entity. (5) An action or proceeding pending by or against any constituent entity, or series thereof, that ceases to exist continues as if the merger had not occurred. (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent entity, or series thereof, that ceases to exist vest in the surviving entity. (7) Except as otherwise provided in the agreement of merger, the terms and conditions of the agreement of merger take effect. (8) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 1706.47 to 1706.475 of the Revised Code and does not dissolve a series for purposes of sections 1706.76 to 1706.7613 of the Revised Code. (9) If the surviving entity is created pursuant to the merger: (a) If it is a limited liability company, the articles of organization become effective; (b) If it is an entity other than a limited liability company, the organizational document that creates the entity becomes effective. (10) If the surviving entity existed before the merger, any amendments provided for in the certificate of merger for the organizational document that created the entity become effective. (B) A surviving entity that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent entity, if before the merger the constituent entity was subject to suit in this state on the 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.
Ohio Rev. Code § 1724.12 — Ohio Revised Code / Title 17 / Chapter 1724 / § 1724.12
§ 1724.12. Contributions from municipal corporation that created downtown redevelopment district
Status: in_force

August 5, 2016 House Bill 233 - 131st General Assembly The board of directors of a community improvement corporation in which all or a part of a downtown redevelopment district is located may accept contributions from the municipal corporation that created the district pursuant to division (E)(2) of section 5709.45 of the Revised Code. The board shall use all such contributions to promote the downtown redevelopment district to potential business patrons, to recruit businesses to relocate or expand to the downtown redevelopment district, and to attract and promote events and activities that generate revenue or enhance public welfare within the downtown redevelopment district. The board shall periodically report to the legislative authority of the municipal corporation on the expenditure of the contributions and plans for the utilization of future contributions. If any contributions received by a community improvement corporation under this section remain after the dissolution or expiration of the downtown redevelopment district, the board shall pay the remaining amount to the contributing municipal corporation, which shall credit the money to its general fund. Disclaimer Contact About
Ohio Rev. Code § 1751.26 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.26
§ 1751.26. Investments in real estate
Status: in_force

June 4, 1997 Senate Bill 67 - 122nd General Assembly (A) For purposes of this section, real estate used for "the accommodation of the health insuring corporation's business operations" includes the health insuring corporation's home office, branch office, medical facilities, and field office operations. (B) No health insuring corporation shall purchase, hold, or convey real estate, or any interest in real estate, to be used as an investment for the production of income, to be developed for the production of income, or to be otherwise used for purposes other than the accommodation of the health insuring corporation's business operations, without the prior approval of the superintendent of insurance. (C)(1) No health insuring corporation shall invest, without the prior approval of the superintendent, an amount that exceeds forty per cent of its admitted assets as of the immediately preceding thirty-first day of December in real estate used for the accommodation of the health insuring corporation's business operations from which the health insuring corporation provides health care services. (2) No health insuring corporation shall invest, without the prior approval of the superintendent, an amount that exceeds twenty-five per cent of its admitted assets as of the immediately preceding thirty-first day of December in real estate used for the accommodation of the health insuring corporation's business operations from which the health insuring corporation does not provide health care services.
Ohio Rev. Code § 1706.712 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.712
§ 1706.712. Merger certificate and effective date
Status: in_force

April 3, 2025 House Bill 315 - 135th General Assembly (A) After each constituent entity has approved the agreement of merger, a certificate of merger shall be signed on behalf of both of the following: (1) Each constituent limited liability company, as provided in division (A) of section 1706.17 of the Revised Code; (2) Each other constituent entity, as provided in its governing statute. (B) A certificate of merger under this section shall include all of the following: (1) The name and form of each constituent entity, the jurisdiction of its governing statute, and its registration number, if any, as it appears on the records of the secretary of state; (2) The name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created pursuant to the merger, a statement to that effect; (3) The date the merger is effective under the governing statute of the surviving entity; (4) The name and mailing address of the person or entity that is to provide, in response to any written request made by a shareholder, partner, or other equity holder of a constituent entity, a copy of the agreement of merger. (5) If the surviving entity is to be created pursuant to the merger: (a) If it will be a limited liability company, the limited liability company's articles of organization; (b) If it will be an entity other than a limited liability company, any organizational document that creates the entity that is required to be in a public record. (6) If the surviving entity exists before the merger, any amendments provided for in the agreement of merger for the organizational document that created the entity that are in a public record; (7) A statement as to each constituent entity that the merger was approved as required by the entity's governing statute; (8) If the surviving entity is a foreign entity not authorized to transact business in this state, the street address of its statutory agent; (9) Any additional information required by the governing statute of any constituent entity. (C) Each constituent limited liability company shall deliver the certificate of merger for filing in the office of the secretary of state. (D) A merger becomes effective under sections 1706.71 to 1706.74 of the Revised Code as follows: (1) If the surviving entity is a limited liability company, upon the later of the following: (a) Compliance with division (C) of this section; (b) As specified in the certificate of merger. (2) If the surviving entity is not a limited liability company, as provided by the governing statute of the surviving entity. Last updated February 19, 2025 at 10:34 AM
Ohio Rev. Code § 1701.49 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.49
§ 1701.49. Voting trusts
Status: in_force

January 1, 1998 House Bill 170 - 122nd General Assembly (A) By written agreement certificates for shares of a corporation may be deposited within or without this state by any holder or holders thereof with one or more persons 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 the agreement, or for such other lawful purposes as may be specified in the agreement, for such period and upon such terms as may be stated therein. In the case of uncertificated securities, the deposit of the shares may be accomplished by registration in the name of the trustee or trustees as provided in division (F) of this section. (B) No such agreement which grants the voting or consenting rights in respect of shares shall be irrevocable for a period of more than ten years, unless the voting or consenting rights granted thereby are coupled with an interest in the shares to which such rights relate, except that, if the agreement so provides, such irrevocable grant may be extended for additional periods of not more than ten years each, upon the affirmative vote or assent of the beneficial owners of not less than a majority of the shares deposited under the agreement. Such rights shall be deemed coupled with an interest in the shares if granted in connection with: an option, authority, or contract to buy or sell the shares or a part thereof; a pledge of the shares to secure the performance or nonperformance of any act; the performance or nonperformance of any act, or agreement for an act, by the corporation issuing the shares; or any other act or thing constituting an interest sufficient in law to support a power coupled therewith. (C) The trustees under the agreement may issue, or cause to be issued by their depositary or agent, voting trust certificates registered in the name of the owners thereof. So far as consistent with the agreement and the voting trust certificates issued thereunder, the provisions of Chapter 1308., and of sections 1701.01 to 1701.99 of the Revised Code, with respect to the transfer of certificates for shares shall apply to transfers of such voting trust certificates. Voting trust certificates must be in certificated form, and interests in a voting trust shall not be eligible for treatment as uncertificated securities. (D) The agreement may include any terms not repugnant to law, including provisions defining, limiting, or regulating the exercise of the authority, and the liability of, the trustees, or of such persons as are designated by or pursuant to any such agreement to exercise the voting, consenting, or other rights in respect of the deposited shares or to act as depositary thereunder. (E) An executed counterpart of the agreement may be filed with the secretary of the corporation, and upon such filing shall be open to inspection by any shareholder at the office of the corporation at all reasonable times. (F) The certificates for shares so deposited may be surrendered to and canceled by the issuing corporation, and if this is done new certificates therefor shall be issued by the corporation in the names of the trustees or of such persons as are designated by or pursuant to the agreement, as specified in a writing signed by the trustees and delivered to the issuing corporation. The new certificates shall be delivered to the trustees, or to any depositary, as the trustees may direct. The new certificates shall be issued in such manner that it shall appear that they are issued pursuant to the agreement, and in the entry of ownership in the proper books of the corporation that fact shall also be noted. If the corporation has elected to issue uncertificated securities, shares in uncertificated form may be deposited, with the effect provided by division (A) of this section, by registration in the name of the trustee or trustees or of such persons as are designated by or pursuant to the agreement, in accordance with Chapter 1308. of the Revised Code. (G) Shares issued by a foreign corporation may be made the subject of an agreement under this section. (H) The rights conferred by this section are in addition to rights at common law, and no limitation established by this section shall limit rights at common law. (I) Any such agreement shall be conclusively deemed to have been made under the common law, and not under this section, if the agreement so states.
Ohio Rev. Code § 1739.14 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.14
§ 1739.14. Payment of premiums by members
Status: in_force

July 24, 2002 Senate Bill 4 - 124th General Assembly (A) Each member shall pay to the multiple employer welfare arrangement operating a group self-insurance program a premium equal to its share of the arrangement's projected obligation for employee welfare benefit liability, administrative expenses, and other costs incurred by the arrangement as determined by the board of the arrangement or by a third-party administrator and approved by the board of the arrangement. This amount may be adjusted by the board according to the claims experience of each participating member in accordance with criteria set forth in the articles or bylaws of the arrangement. (B) Each member shall pay a premium for each year at the beginning of each fiscal year unless otherwise provided for under the agreement. (C) A multiple employer welfare arrangement operating a group self-insurance program shall make payments, or arrange to have payments made, to the employees of the members out of the fund for employee welfare benefits in accordance with section 3901.38 and sections 3901.381 to 3901.3814 of the Revised Code. (D) A board of the multiple employer welfare arrangement operating a group self-insurance program shall determine whether any dividends or assessments shall be paid to or levied against participating members.
Ohio Rev. Code § 1707.043 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.043
§ 1707.043. Preventing manipulative practices
Status: in_force

April 9, 2025 House Bill 366 - 135th General Assembly (A) For the purpose of preventing manipulative practices by a person who makes a proposal, or publicly discloses the intention or possibility of making a 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 corporation and engages in a manipulative practice with respect to such proposal, inures to and is recoverable by the corporation. (B) No profit from the disposition of equity securities shall inure to or be recoverable by a corporation under this section if any of the following apply: (1) The equity securities were acquired by the person disposing of them at any of the following times: (a) More than eighteen months before the date on which the proposal or public disclosure was made; (b) Before April 11, 1990; (c) Pursuant to a contract executed prior to April 11, 1990. (2) The person who disposed of the equity securities proves in a court of competent jurisdiction either of the following: (a) At the time the proposals or public disclosures were made, the person's sole purpose in making the proposals or public disclosures was to succeed in acquiring control of the corporation and under the circumstances, including, without limitation, the person's proposed price, financing and other acquisition plans, the person's financial resources and capabilities, and all other alternatives reasonably anticipated to become available to the corporation's shareholders, there were reasonable grounds to believe that the person would acquire control of the corporation; (b) The person's public disclosure concerning the intention or possibility of making a proposal to acquire control of the corporation and all other potentially manipulative conduct and practices by or on the person's behalf were not effected with a purpose of affecting market trading and thereby increasing any profit or decreasing any loss which the person might realize, directly or indirectly, from the disposition of the equity securities and did not have a material effect upon the price or volume of market trading in the equity securities. Evidence with respect to the past practices of such person is admissible and relevant in respect to the person's intent or purpose under divisions (B)(2)(a) and (b) of this section. (3) The aggregate amount of all profit the person realized, directly or indirectly, does not exceed two hundred fifty thousand dollars. (C) Equity securities acquired by a person as a result of a share split, share dividend, or other similar distribution by a corporation of equity securities issued by it not involving a sale of the equity securities, is deemed to have been acquired by such person on the date on which the person acquired the equity security with respect to which the equity securities were subsequently distributed by the corporation. (D) No profit or any portion thereof recoverable by a corporation in an action brought under section 16(b) of the federal "securities exchange act of 1934," is recoverable by the corporation under this section. (E)(1) A corporation may commence an action to recover any profit recoverable under this section in any court of competent jurisdiction. If the corporation fails or refuses to bring the action within sixty days after written request by any holder of any equity security in the corporation or fails to diligently prosecute the action, the holder may bring the action on behalf of the corporation. If a court of competent jurisdiction enters a judgment requiring the payment of any such profits, the party who brought the action is entitled to all costs, including reasonable attorney fees, incurred in connection with the enforcement of this section. (2) No action shall be brought by or on behalf of a corporation upon a cause of action arising under this section at any time after two years from the date on which the disposition of equity securities occurred. (F) This section does not apply to any corporation which does not have issued and outstanding shares that are listed on a national securities exchange or are regularly quoted in an over-the-counter market by one or more members of a national or affiliated securities association or to any corporation whose articles or regulations provide by specific reference to this section that this section does not apply to the corporation and its equity securities. (G) The division of securities, pursuant to Chapter 119. of the Revised Code, may adopt reasonable rules to define terms used in this section and types of conduct or practices which the division determines are either of the following: (1) Comprehended as within the purpose of this section as set forth in division (A) of this section and therefore subject to this section; (2) Not comprehended as within the purpose of division (A) of this section and therefore exempt from this section. (H) As used in this section: (1) "Corporation" and "person" have the same meanings as in section 1701.01 of the Revised Code. (2) "Profit from the disposition of equity securities of a corporation" means both of the following: (a) The excess of the fair market value of the consideration directly or indirectly received or to be received from the disposition, less the usual and customary broker's commissions actually paid in connection with the disposition, over the fair market value of the consideration directly or indirectly paid for the acquisition of the equity securities, plus the usual and customary broker's commissions actually paid in connection with the acquisition; (b) The value of any tax benefit to which a person is directly or indirectly entitled resulting from disposition of equity securities of the corporation for consideration with a value that is less than the fair market value of the equity securities at the time of disposition. (3) "Disposition of equity securities of a corporation" means any sale, exchange, transfer, or other disposition of any kind of the equity securities to the corporation or any contract to sell, exchange, transfer, or otherwise dispose of the equity securities to the corporation for valuable consideration. (4) "Equity securities" means any of the following: (a) Shares of any class or series of a corporation; (b) Any securities convertible into or exercisable for shares of any class or series of a corporation, with or without additional consideration; (c) Any warrant, right, or option to subscribe for or to purchase shares of any class or series of the corporation, or any securities convertible into shares of any class or series; (d) Any interest, direct or indirect, in any equity securities. (5) "Manipulative practices" means either or both of the following: (a) The act of staging a hostile takeover bid in order to manipulate a corporation into repurchasing the corporation's own common stock at a premium above the current market price; (b) Any other act that the division of securities defines as a "manipulative practice" pursuant to division (G) of this section. (6) "Publicly disclosed," "publicly discloses," and "public disclosure" includes, but is not limited to, any disclosure, whether or not required by law, that becomes public and was made or caused to be made by a person: (a) With the intent or expectation that the disclosure become public; or (b) To another person where the person making or causing to be made the disclosure, knows or reasonably should know, that the person who receives the disclosure is not under an obligation to refrain from making the disclosure, directly or indirectly, to the public and such person does make the disclosure, directly or indirectly, to the public. (7) "To acquire control of the corporation" means the acquisition by any person, directly or indirectly, either alone or in concert with another person, of the power, whether or not exercised, to direct or cause the direction of the management and policies of the corporation, whether through the ownership of voting shares or by contract, unless any proposal, or public disclosure of the intention or possibility of making a proposal, to acquire control of the corporation made by such person affirmatively states that the person does not intend, either alone or in concert with another person, to exercise control of the corporation and such person does not, directly or indirectly, exercise control of the corporation prior to the person's disposition of any equity securities of the corporation. "To acquire control of the corporation" does not include attempts by shareholders to generally influence a corporation's policies or actions, including attempts to nominate candidates for director of the corporation. Last updated January 21, 2025 at 3:05 PM
Ohio Rev. Code § 1751.62 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.62
§ 1751.62. Screening mammography - cytologic screening for cervical cancer
Status: in_force

September 23, 2022 House Bill 371 - 134th General Assembly (A) As used in this section: (1) "Screening mammography" means a radiologic examination utilized to detect unsuspected breast cancer at an early stage in an asymptomatic woman and includes the x-ray examination of the breast using equipment that is dedicated specifically for mammography, including, but not limited to, the x-ray tube, filter, compression device, screens, film, and cassettes, and that has an average radiation exposure delivery of less than one rad mid-breast. "Screening mammography" includes digital breast tomosynthesis. "Screening mammography" includes two views for each breast. The term also includes the professional interpretation of the film. "Screening mammography" does not include diagnostic mammography. (2) "Medicare reimbursement rate" means the reimbursement rate paid in Ohio under the medicare program for screening mammography that does not include digitization or computer-aided detection, regardless of whether the actual benefit includes digitization or computer-aided detection. (3) "Supplemental breast cancer screening" means any additional screening method deemed medically necessary by a treating health care provider for proper breast cancer screening in accordance with applicable American college of radiology guidelines, including magnetic resonance imaging, ultrasound, or molecular breast imaging. (B) Notwithstanding section 3901.71 of the Revised Code, every individual or group health insuring corporation policy, contract, or agreement providing basic health care services that is delivered, issued for delivery, or renewed in this state shall provide benefits for the expenses of all of the following: (1) To detect the presence of breast cancer in adult women, screening mammography; (2) To detect the presence of breast cancer in adult women meeting either of the conditions described in division (C)(2) of this section, supplemental breast cancer screening; (3) To detect the presence of cervical cancer, cytologic screening. (C)(1) The benefits provided under division (B)(1) of this section shall cover expenses for one screening mammography every year, including digital breast tomosynthesis. (2) The benefits provided under division (B)(2) of this section shall cover expenses for supplemental breast cancer screening for an adult woman who meets either of the following conditions: (a) The woman's screening mammography demonstrates, based on the breast imaging reporting and data system established by the American college of radiology, that the woman has dense breast tissue; (b) The woman is at an increased risk of breast cancer due to family history, prior personal history of breast cancer, ancestry, genetic predisposition, or other reasons as determined by the woman's health care provider. (D)(1) Subject to divisions (D)(2) and (3) of this section, if a provider, hospital, or other health care facility provides a service that is a component of the screening mammography benefit in division (B)(1) of this section or a component of the supplemental breast cancer screening benefit in division (B)(2) of this section and submits a separate claim for that component, a separate payment shall be made to the provider, hospital, or other health care facility in an amount that corresponds to the ratio paid by medicare in this state for that component. (2) Regardless of whether separate payments are made for the benefit provided under division (B)(1) or (2) of this section, the total benefit for a screening mammography or supplemental breast cancer screening shall not exceed one hundred thirty per cent of the medicare reimbursement rate in this state for screening mammography or supplemental breast cancer screening. If there is more than one medicare reimbursement rate in this state for screening mammography or a component of a screening mammography or supplemental breast cancer screening or a component of supplemental breast cancer screening, the reimbursement limit shall be one hundred thirty per cent of the lowest medicare reimbursement rate in this state. (3) The benefit paid in accordance with division (D)(1) of this section shall constitute full payment. No provider, hospital, or other health care facility shall seek or receive remuneration in excess of the payment made in accordance with division (D)(1) of this section, except for approved deductibles and copayments. (E) The benefits provided under division (B)(1) or (2) of this section shall be provided only for screening mammographies or supplemental breast cancer screenings that are performed in a health care facility or mobile mammography screening unit that is accredited under the American college of radiology mammography accreditation program or in a hospital as defined in section 3727.01 of the Revised Code. (F) The benefits provided under division (B) of this section shall be provided according to the terms of the subscriber contract. (G) The benefits provided under division (B)(3) of this section shall be provided only for cytologic screenings that are processed and interpreted in a laboratory certified by the college of American pathologists or in a hospital as defined in section 3727.01 of the Revised Code. Last updated July 14, 2022 at 3:04 PM
Ohio Rev. Code § 1733.01 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.01
§ 1733.01. Credit union definitions
Status: in_force

March 20, 2019 House Bill 489 - 132nd General Assembly As used in this chapter, unless the context otherwise requires: (A) "Credit union" means a corporation organized and qualified as such under this chapter. In addition to the powers enumerated in this chapter and unless restricted in this chapter, every credit union has the general powers conferred upon corporations by Chapter 1701. of the Revised Code. A credit union is a nonprofit cooperative financial institution and as such is organized and operates for the mutual benefit and general welfare of its members with the earnings, savings, benefits, or services of the credit union being distributed to its members as patron savers and borrowers and not to its members as individuals. (B) "Corporate credit union" means a credit union, eligibility for membership in which is being a credit union qualified to do business in this state. Such credit union shall use the term "corporate" in its official name. (C) "Foreign credit union" means a credit union formed under the laws of another state which are substantially similar to this chapter. (D) "Member" means a person who is a member of a credit union. (E) "Association member" means any member of a credit union other than a credit union or an individual member. (F) "Voting member" means an association member or an individual member who is qualified to vote as provided by law, the articles, or the regulations. (G) "Person" includes, without limitation, an individual, the estate of a deceased individual, a corporation, an unincorporated society or association, or any other organization of individuals. (H) "Articles" includes original articles of incorporation, agreements of merger, amended articles, and amendments to any of these. (I) "Regulations" includes the code of regulations of a credit union and any amendments thereto or an amended code of regulations and any amendments thereto. (J) Persons having a "common bond of association" include those persons and their families. (K) "Share account" means an account established for a member for which no share certificates are issued but which are included in the registry of shares, which includes all transactions of the credit union pertaining to such shares. (L) "Undivided earnings" consist of all accumulated net earnings and reserves required under division (B) of section 1733.31 of the Revised Code. (M) "State" means the United States, any state, territory, insular possession, or other political subdivision of the United States, including the District of Columbia. (N) An "emergency" exists when an emergency exists for other corporations as the same is defined and described in section 1701.01 of the Revised Code. (O) "Superintendent of credit unions" means the "division of financial institutions," the "superintendent of financial institutions of this state," or the "deputy superintendent for credit unions"; and whenever the context requires it, may be read as "director of commerce." Whenever the division or superintendent of credit unions is referred to or designated in any statute, rule, contract, or other document, the reference or designation shall be deemed to refer to the division of financial institutions, the superintendent of financial institutions, or the deputy superintendent for credit unions, as the case may be. (P) "Outside auditor" means an accountant who is licensed to practice as a certified public accountant or public accountant by this state, and who is retained by a credit union to audit its accounts, but who is not otherwise employed by the credit union. (Q) "Regulated individual" means a director, committee member, officer, or employee of a credit union. (R) "Financial institution regulatory authority" includes a regulator of business activity in which a credit union is engaged, or has applied to engage in, to the extent that the regulator has jurisdiction over a credit union engaged in that business activity. A credit union is engaged in a business activity, and a regulator of that business activity has jurisdiction over the credit union, whether the credit union conducts the activity directly or a subsidiary or affiliate of the credit union conducts the activity.
Ohio Rev. Code § 1761.99 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.99
§ 1761.99. Penalty
Status: in_force

September 14, 1988 House Bill 796 - 117th General Assembly (A) Whoever violates section 1761.05 or division (G) of section 1761.08 of the Revised Code is guilty of a misdemeanor of the first degree. (B) Whoever violates division (C) of section 1761.21 of the Revised Code is guilty of a misdemeanor of the first degree. A person who is convicted of violating such division is also subject to disciplinary action, including dismissal or removal from office. Disclaimer Contact About
Ohio Rev. Code § 1701.68 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.68
§ 1701.68. Usury
Status: in_force

October 11, 1955 House Bill 70 - 101st General Assembly 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 interest rates.
Ohio Rev. Code § 1702.48 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.48
§ 1702.48. Public notice of voluntary dissolution
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly Following the filing of the certificate of dissolution, the directors shall forthwith cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal office of the corporation was to be or is located, and shall forthwith cause written notice of dissolution to be given either personally or by mail to all known creditors of, and to all known claimants against, the dissolved corporation.
Ohio Rev. Code § 1782.61 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.61
§ 1782.61. Pre-existing limited partnerships
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly (A) A limited partnership formed under former Chapter 1781. of the Revised Code or another former law of this state that was in existence on April 4, 1985, shall not be dissolved and its legal existence shall not cease as a result of the repeal of the law under which it was formed, the enactment of this chapter, or the enactment of the amendments to this chapter contained in the act in which this amendment was enacted. A limited partnership that was formed under any former law of this state that was in existence on April 4, 1985, and its partners shall be governed by the provisions of this chapter as amended from time to time. Such a pre-existing limited partnership and its partners shall have the same rights and be subject to the same limitations, restrictions, and liabilities as a limited partnership formed under this chapter and its partners, except as follows: (1) The partners of a pre-existing limited partnership are not required to execute and file a certificate of limited partnership under this chapter in order to maintain the continued existence of the limited partnership as a limited partnership under the laws of this state. As used in this chapter with respect to a pre-existing limited partnership, unless the context otherwise requires, "certificate of limited partnership" means the certificate of limited partnership of the limited partnership executed and filed pursuant to the provisions of the former law under which such limited partnership was formed, and the certificate as amended or restated. (2) A pre-existing limited partnership is not subject to the provisions of section 1782.02 of the Revised Code with respect to its name as set forth in its certificate of limited partnership on April 4, 1985. It shall become subject to such provisions if, and at the time, any change in its name is made on or after April 4, 1985. (3) A pre-existing limited partnership is not subject to the provisions of section 1782.04 of the Revised Code until the execution and filing of the restated certificate of limited partnership referred to in division (A)(4) of this section, at which time the general partners of a pre-existing limited partnership have the obligation, right, and power to appoint and thereafter continuously maintain an agent for service of process as provided in section 1782.04 of the Revised Code, notwithstanding anything to the contrary contained in the partnership agreement. (4) Subject to section 1782.63 of the Revised Code, the provisions of this chapter relating to the events requiring, and the method of effecting, an amendment or cancellation of a certificate of limited partnership apply to a pre-existing limited partnership to the same extent and in the same manner as such provisions apply to a limited partnership formed under this chapter, provided that the first amendment of the certificate of limited partnership of a pre-existing limited partnership made on or after April 4, 1985, is effected by the execution and filing of a restated certificate of limited partnership setting forth all of the information required in section 1782.08 of the Revised Code. The information shall be current as of the date of the execution and filing of such restated certificate of limited partnership. The execution and filing of such restated certificate of limited partnership shall not result in the dissolution, or in any way adversely affect the continued existence, of the pre-existing limited partnership. (5) The references in division (A)(2) of section 1782.09 and in division (B)(2) of section 1782.10 of the Revised Code to the date of the first filing of a limited partnership's certificate of limited partnership mean, with respect to a pre-existing limited partnership, the date on which the limited partnership's original certificate of limited partnership was filed pursuant to and in accordance with the provisions of the former law under which it was formed. (6) Sections 1782.27 and 1782.28 of the Revised Code apply only to contributions made on or after April 4, 1985. (7) Division (B) of section 1782.17 and section 1782.42 of the Revised Code apply only to assignments made on or after April 4, 1985. (B) This chapter does not affect a claim, action, or proceeding that is accrued, existing, incurred, or pending on or before April 4, 1985, but the claim, action, or proceeding may be asserted, enforced, prosecuted, or defended as if this chapter had not been enacted.
Ohio Rev. Code § 1713.29 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.29
§ 1713.29. Accounts of receipts and disbursements
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The officers of a corporation referred to in section 1713.28 of the Revised Code, charged or entrusted with the receipts and disbursements of its funds or property, shall make and keep accurate and detailed accounts of such funds, and the receipts and disbursements thereof such as are required to be kept by the fund commissioners of the state. On or before the third Monday in January of each year the trustees shall file with the clerk of the court of common pleas of the county in which the corporation is located an abstract of their account which shall correspond in date, amount, person to whom paid, from whom received, and on what account, with the vouchers taken or given on account of such receipts and disbursements. At the same time they annually shall file in such clerk's office a report of the names of the donors, the kind, amount, or value of gifts of each, and a brief statement of the conditions and purposes of the gifts. The filing of such abstract and report and the supplying of any omission in either may be enforced by order and attachment of the court against the trustees on motion of any respectable citizen.
Ohio Rev. Code § 1776.24 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.24
§ 1776.24. Partner contributions - penalties for failure to contribute
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. (B) A partner is obligated to the partnership to perform any promise to contribute cash, property, or services even if the partner is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated, at the option of the partnership, to contribute cash equal to the value of the contribution that has not been made. The foregoing option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the partnership may have against a partner under the partnership agreement or applicable law. (C) A partnership agreement may provide that the partnership interest of any partner who fails to make any required contribution is subject to specified penalties for, or specified consequences of, that failure. The penalty or consequence may take the form of reducing or eliminating the defaulting partner's interest in the partnership, subordinating the partner's partnership interest to that of nondefaulting partners, a forced sale of the partner's partnership interest, forfeiture of the partner's partnership interest, the lending by other partners of the amount necessary to meet the partner's commitment, a fixing of the value of the partner's partnership interest by appraisal or by formula and the redemption or sale of the partner's partnership interest at that value, or any other penalty or consequence.
Ohio Rev. Code § 1706.515 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.515
§ 1706.515. Collection of debts without registration prohibited
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) No foreign limited liability company, or a series thereof, transacting business in this state, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts unless an effective registration as a limited liability company for the foreign limited liability company is on file in the records of the secretary of state. (B) A court may stay a proceeding commenced by a foreign limited liability company, or series thereof, until it determines whether the foreign limited liability company should have a registration as a limited liability company on file in the records of the secretary of state. If the court determines that the foreign limited liability company should have a registration as a limited liability company on file in the records of the secretary of state, the court may further stay the proceeding until there is an effective registration as a limited liability company on file in the records of the secretary of state with respect to the foreign limited liability company. If a court determines that a foreign limited liability company should have a registration as a limited liability company on file in the records of the secretary of state, and the foreign limited liability company subsequently delivers for filing to the secretary of state a registration as a limited liability company, no proceeding in any court in this state to which the foreign limited liability company, or a series thereof, is a party shall, after the effective date of the registration as a foreign limited liability company, be dismissed by reason of the foreign limited liability company's prior noncompliance with section 1706.511 of the Revised Code. (C) If a foreign limited liability company, or a series thereof, conducts activities in this state without having on file in the records of the secretary of state a registration as a foreign limited liability company, the foreign limited liability company shall be liable to this state for an amount equal to the fee as prescribed by the secretary of state from time to time. No registration as a foreign limited liability company shall be filed until payment of the amounts due under this division is made. (D) The amounts due to this state under division (C) of this section may be recovered in an action brought by the attorney general. Upon a finding by the court that a foreign limited liability company, or series thereof, has conducted activities in this state in violation of sections 1706.51 to 1706.515 of the Revised Code, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further conducting of activities by the foreign limited liability company and all of its series, and the further exercise of any rights and privileges of a foreign limited liability company in this state until all amounts plus any interest and court costs that the court may assess have been paid, and until the foreign limited liability company has otherwise complied with sections 1706.51 to 1706.515 of the Revised Code. (E) Notwithstanding divisions (A) and (B) of this section, the conducting of activities in this state by a foreign limited liability company, or a series thereof, without having a registration as a foreign limited liability company on file in the records of the secretary of state does not impair the validity of the acts of the foreign limited liability company, or a series thereof, or prevent the foreign limited liability company, or a series thereof, from defending any proceeding in this state. (F) Neither a member nor agent of a foreign limited liability company nor a member associated with a series or agent of a series, is liable for the debts, obligations, or other liabilities of the foreign limited liability company, or a series thereof, solely because the foreign limited liability company, or a series thereof, conducted activities in this state without a registration as a foreign limited liability company being on file in the records of the secretary of state.
Ohio Rev. Code § 1782.62 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.62
§ 1782.62. Pre-existing foreign limited partnerships
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly A foreign limited partnership that filed a copy of its certificate of limited partnership in the office of a county recorder and was transacting business in this state immediately prior to April 4, 1985, is deemed to be registered as a foreign limited partnership in this state within the meaning of sections 1782.49 to 1782.53 of the Revised Code. It may continue to transact business in this state in accordance with all of the following: (A) A pre-existing foreign limited partnership is not subject to the provisions of section 1782.51 of the Revised Code with respect to its name as set forth in its certificate of limited partnership on or after April 4, 1985. It becomes subject to such provisions if, and at the time, any change in its name is made on or after April 4, 1985. (B) A pre-existing foreign limited partnership is not subject to the provisions of division (C) of section 1782.49 of the Revised Code until the execution and filing of a restated certificate of limited partnership. At such time, the general partners of a pre-existing foreign limited partnership shall appoint and thereafter continuously maintain an agent for service of process as provided in division (C) of section 1782.49 of the Revised Code. (C) A pre-existing foreign limited partnership that does not file an application and register in accordance with sections 1782.49 to 1782.53 of the Revised Code but relies on this section is deemed to have appointed the secretary of state as its agent for service of process as provided in division (D) of section 1782.49 of the Revised Code.
Ohio Rev. Code § 1713.11 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.11
§ 1713.11. Temporary loans secured by mortgage authorized
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The board of trustees of a college, university, academy, seminary, or other institution devoted to the promotion of education, in anticipation of donations to be received and collections to be made, for the purpose of constructing, enlarging, or adding to college buildings or improvements, may borrow such sum of money, upon such terms, and with such conditions as it determines necessary therefor, by temporary loans without mortgage or by the issue of bonds or notes and secure them by a mortgage upon the property on which such improvement is to be made, if the property is not held by it under some specific trust.
Ohio Rev. Code § 1745.57 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.57
§ 1745.57. Savings clause
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly Sections 1745.05 to 1745.56 of the Revised Code do not affect any action or proceeding that is commenced, or any right that accrues, before those sections take effect. Disclaimer Contact About
Ohio Rev. Code § 1701.03 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.03
§ 1701.03. Purposes of corporation
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly (A)(1) A corporation may be formed under this chapter for any purpose or combination of purposes for which individuals lawfully may associate themselves, except that, if the Revised Code contains special provisions pertaining to the formation of any designated type of corporation other than a professional association, as defined in section 1785.01 of the Revised Code, a corporation of that type shall be formed in accordance with the special provisions. (2) The purpose for which a corporation is formed may include a beneficial purpose. Except to the extent that the articles otherwise provide, both of the following apply: (a) Having a beneficial purpose does not prevent a corporation from seeking any of the other purposes for which the corporation is formed, including operation of the corporation for pecuniary gain or profit and distribution of net earnings. (b) No particular purpose of a corporation has priority over any other purpose of the corporation. (3) A corporation that does not have a beneficial purpose is not required to operate exclusively for profit or distribution of net earnings of the corporation in all instances. (4) To be effective, a beneficial purpose shall be expressly provided in the articles. A statement of purpose in the articles that includes any purpose or combination of purposes for which individuals lawfully may associate themselves, without the express provision of a beneficial purpose, does not establish a beneficial purpose as a purpose of the corporation. (5) A corporation that meets both of the following shall not amend its articles of incorporation to include a beneficial purpose: (a) The corporation has issued and has outstanding shares listed on a national securities exchange or regularly quoted in an over-the-counter market by one or more members of a national or affiliated securities association. (b) The initial articles of the corporation did not include a beneficial purpose. (B) On and after July 1, 1994, a corporation may be formed under this chapter for the purpose of carrying on the practice of any profession, including, but not limited to, a corporation for the purpose of providing public accounting or certified public accounting services, a corporation for the erection, owning, and conducting of a sanitarium for receiving and caring for patients, medical and hygienic treatment of patients, and instruction of nurses in the treatment of disease and in hygiene, a corporation for the purpose of providing architectural, landscape architectural, professional engineering, or surveying services or any combination of those types of services, and a corporation for the purpose of providing a combination of the professional services, as defined in section 1785.01 of the Revised Code, of optometrists authorized under Chapter 4725. of the Revised Code, chiropractors authorized under Chapter 4734. of the Revised Code to practice chiropractic or acupuncture, psychologists authorized under Chapter 4732. of the Revised Code, registered or licensed practical nurses authorized under Chapter 4723. of the Revised Code, pharmacists authorized under Chapter 4729. of the Revised Code, physical therapists authorized under sections 4755.40 to 4755.56 of the Revised Code, occupational therapists authorized under sections 4755.04 to 4755.13 of the Revised Code, mechanotherapists authorized under section 4731.151 of the Revised Code, doctors of medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery authorized under Chapter 4731. of the Revised Code, and licensed professional clinical counselors, licensed professional counselors, independent social workers, social workers, independent marriage and family therapists, marriage and family therapists, art therapists, or music therapists authorized under Chapter 4757. of the Revised Code. This chapter does not restrict, limit, or otherwise affect the authority or responsibilities of any agency, board, commission, department, office, or other entity to license, register, and otherwise regulate the professional conduct of individuals or organizations of any kind rendering professional services, as defined in section 1785.01 of the Revised Code, in this state or to regulate the practice of any profession that is within the jurisdiction of the agency, board, commission, department, office, or other entity, notwithstanding that an individual is a director, officer, employee, or other agent of a corporation formed under this chapter and is rendering professional services or engaging in the practice of a profession through a corporation formed under this chapter or that the organization is a corporation formed under this chapter. (C) Nothing in division (A) or (B) of this section precludes the organization of a professional association in accordance with this chapter and Chapter 1785. of the Revised Code or the formation of a limited liability company under Chapter 1706. of the Revised Code with respect to a trade, occupation, or profession. (D) No corporation formed for the purpose of providing a combination of the professional services, as defined in section 1785.01 of the Revised Code, of optometrists authorized under Chapter 4725. of the Revised Code, chiropractors authorized under Chapter 4734. of the Revised Code to practice chiropractic or acupuncture, psychologists authorized under Chapter 4732. of the Revised Code, registered or licensed practical nurses authorized under Chapter 4723. of the Revised Code, pharmacists authorized under Chapter 4729. of the Revised Code, physical therapists authorized under sections 4755.40 to 4755.56 of the Revised Code, occupational therapists authorized under sections 4755.04 to 4755.13 of the Revised Code, mechanotherapists authorized under section 4731.151 of the Revised Code, doctors of medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery authorized under Chapter 4731. of the Revised Code, and licensed professional clinical counselors, licensed professional counselors, independent social workers, social workers, independent marriage and family therapists, marriage and family therapists, art therapists, or music therapists authorized under Chapter 4757. of the Revised Code shall control the professional clinical judgment exercised within accepted and prevailing standards of practice of a licensed, certificated, or otherwise legally authorized optometrist, chiropractor, chiropractor practicing acupuncture through the state chiropractic board, psychologist, nurse, pharmacist, physical therapist, occupational therapist, mechanotherapist, doctor of medicine and surgery, osteopathic medicine and surgery, or podiatric medicine and surgery, licensed professional clinical counselor, licensed professional counselor, independent social worker, social worker, independent marriage and family therapist, marriage and family therapist, art therapist, or music therapist in rendering care, treatment, or professional advice to an individual patient. This division does not prevent a hospital, as defined in section 3727.01 of the Revised Code, insurer, as defined in section 3999.36 of the Revised Code, or intermediary organization, as defined in section 1751.01 of the Revised Code, from entering into a contract with a corporation described in this division that includes a provision requiring utilization review, quality assurance, peer review, or other performance or quality standards. Those activities shall not be construed as controlling the professional clinical judgment of an individual practitioner listed in this division. Last updated October 3, 2023 at 9:13 AM
Ohio Rev. Code § 1710.021 — Ohio Revised Code / Title 17 / Chapter 1710 / § 1710.021
§ 1710.021. Time period for transfer of property
Status: in_force

June 27, 2000 House Bill 368 - 123rd General Assembly Any owner of an interest in real property that is located within a proposed or existing special improvement district who enters into a contract to transfer the interest shall give to the transferee of the interest within the specified period of time both of the following: (A) Within five days after entering into the contract, each notice that the owner received under this chapter within ninety days prior to entering into the contract; (B) Within five days after its receipt, each notice that the owner receives under this chapter after entering into the contract until the contract is completely performed or terminated.
Ohio Rev. Code § 1702.59 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.59
§ 1702.59. Filing of verified statement of continued existence
Status: in_force

October 24, 2024 Senate Bill 98 - 135th General Assembly (A) Every nonprofit corporation, incorporated under the general corporation laws of this state, or previous laws, or under special provisions of the Revised Code, or created before September 1, 1851, which corporation has expressedly or impliedly elected to be governed by the laws passed since that date, and whose articles or other documents are filed with the secretary of state, shall file with the secretary of state a verified 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 Revised Code. (B) Each corporation required to file a statement of continued existence shall file it with the secretary of state within each five years after the date of incorporation or of the last corporate filing. (C) Corporations specifically exempted by division (N) of section 1702.06 of the Revised Code, or whose activities are regulated or supervised by another state official, agency, bureau, department, or commission are exempted from this section. (D) The secretary of state shall give notice by ordinary or electronic mail and provide a form for compliance with this section to each corporation required by this section to file the statement of continued existence, such notice and form to be mailed to the last known physical or electronic mail address of the corporation as it appears on the records of the secretary of state or which the secretary of state may ascertain upon a reasonable search. (E) If any nonprofit corporation required by this section to file a statement of continued existence fails to file the statement required every fifth year, then the secretary of state shall cancel the articles of such corporation, make a notation of the cancellation on the records, and mail to the corporation a certificate of the action so taken. (F) A corporation whose articles have been canceled may be reinstated by filing, within two years of the cancellation, an application for reinstatement and paying to the secretary of state the fee specified in division (Q) of section 111.16 of the Revised Code. The name of a corporation whose articles have been canceled shall be reserved for a period of one year after the date of cancellation. If the reinstatement is not made within one year from the date of the cancellation of its articles of incorporation and it appears that a corporate name, limited liability company name, limited liability partnership name, limited partnership name, or trade name has been filed, the name of which is not distinguishable upon the record as provided in section 1702.06 of the Revised Code, the applicant for reinstatement shall be required by the secretary of state, as a condition prerequisite to such reinstatement, to amend its articles by changing its name. A certificate of reinstatement may be filed in the recorder's office of any county in the state, for which the recorder shall charge and collect a base fee of one dollar for services and a housing trust fund fee of one dollar pursuant to section 317.36 of the Revised Code. The rights, privileges, and franchises of a corporation whose articles have been reinstated are subject to section 1702.60 of the Revised Code. (G) The secretary of state shall furnish the tax commissioner a list of all corporations failing to file the required statement of continued existence. Last updated August 28, 2024 at 4:29 PM
Ohio Rev. Code § 1719.05 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.05
§ 1719.05. Prosecuting attorney may enforce administration of trust - annual financial report
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The prosecuting attorney of the county in which a charitable trust incorporated as provided in section 1719.01 of the Revised Code has its general office may examine the accounts and records of such corporation, and may proceed by action in the proper courts to enforce the administration of the trust and the investment and application of its funds and property in accordance with the deed or will creating it. A copy of the annual financial report of the corporation showing the condition of said trust shall be filed with the probate judge of said county each year.
Ohio Rev. Code § 1776.01 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.01
§ 1776.01. Definitions
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly As used in this chapter: (A) "Business" includes every trade, occupation, and profession. (B) "Debtor in bankruptcy" means a person who is the subject of an order for relief under Title 11 of the United States Code, a comparable order under a successor statute of general application, or a comparable order under any federal, state, or foreign law governing insolvency. (C) "Constituent" means in a merger or consolidation, the domestic or foreign entity that merges into another entity, the entity into which another entity is merged, or an existing entity consolidated along with another entity into a new entity. (D) "Distribution" means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner, or to a transferee of the partner. (E) "Domestic partnership" means a partnership formed under section 1776.22 of the Revised Code or a predecessor law. (F) "Economic interest" means a partner's share of the profits and losses of a partnership and the partner's right to receive distributions. (G) "Entity" means any of the following: (1) A for-profit corporation existing under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United States, or any other state: (a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for-profit organization including a general or limited partnership; (e) A limited liability company; (f) A nonprofit corporation. (H) "Foreign entity" means an entity formed under the laws of another state. (I) "Foreign limited liability partnership" means a partnership formed under laws other than the laws of this state and that has the status of a limited liability partnership under those laws. (J) "Limited liability partnership" means a partnership that files a statement of qualification under section 1776.81 of the Revised Code and does not have a similar statement in effect in any other jurisdiction. (K) "Liquidating trustee" means a person other than a partner, who carries out the winding up of a partnership. (L) "Partner" means a person admitted to a partnership as a partner. (M) "Partnership" means an association of two or more persons to carry on as co-owners a business for-profit formed under section 1776.22 of the Revised Code, a predecessor law, or a comparable law of another jurisdiction. (N) "Partnership agreement" means the agreement among the partners concerning the partnership, whether written, oral, or implied. A partnership is not required to execute its partnership agreement. A partnership agreement includes amendments to the partnership agreement. A partnership is bound by its partnership agreement irrespective of whether the partnership executes the agreement. (O) "Partnership at will" means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking. (P) "Partnership interest" or "partner's interest in the partnership" means all of a partner's interests in the partnership, including the partner's economic interest and all management and other rights. (Q) "Person" means an individual, corporation whether nonprofit or for-profit, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity in its own or any representative capacity, in each case whether domestic or foreign. (R) "Property" means all property, real, personal, or mixed, tangible or intangible, or any interest therein. (S) "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States, except that as used in sections 1776.68 to 1776.75 of the Revised Code, "state" means the United States, any state, territory, insular possession or other political subdivision of the United States, including the District of Columbia, any foreign country or nation, and any province, territory, or other political subdivision of a foreign country or nation. (T) "Statement" means a statement of correction or corrected statement under section 1776.12 of the Revised Code, a statement of partnership authority under section 1776.33 of the Revised Code, a statement of denial under section 1776.34 of the Revised Code, a statement of dissociation under section 1776.57 of the Revised Code, a statement of dissolution under section 1776.65 of the Revised Code, a certificate of merger or a certificate of consolidation under section 1776.70 of the Revised Code, a certificate of conversion under section 1776.74 of the Revised Code, a statement of qualification under section 1776.81 of the Revised Code, a statement of foreign qualification under section 1776.86 of the Revised Code, or an amendment or cancellation of any of the foregoing. All statements shall be on forms the secretary of state prescribes. (U) "Surviving" means, as applied to an entity, the constituent entity that is specified as the entity into which one or more other constituent entities are to be or have been merged. (V) "Transfer" includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. (W) "Tribunal" means a court, or if provided in the partnership agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal.
Ohio Rev. Code § 1715.16 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.16
§ 1715.16. Lands to descend in trust
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Lands and tenements, not exceeding twenty acres, that are conveyed by devise, purchase, or otherwise to trustees in trust for the use of a religious society for a meetinghouse, for a burying ground, or for a residence for their preacher, shall descend, with the improvements and appurtenances thereon, in perpetual succession, in trust to such trustees as are elected or appointed by such religious society, according to its customs and regulations. The trustees of any such religious society may defend and prosecute suits, and do all other acts for the protection, improvement, and preservation of the society's property, that individuals can do in relation to their individual property.
Ohio Rev. Code § 1711.23 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.23
§ 1711.23. Title to fairgrounds vests in county on dissolution of society
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When a county agricultural society ceases to exist, in a county out of whose treasury payments have been made for real estate, or improvements thereon, for the use of such society, or for the liquidation of indebtedness of such society, all such real estate and improvements shall vest in fee simple in the county by which the payments were made.
Ohio Rev. Code § 1751.141 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.141
§ 1751.141. Dependent children living outside health insuring corporation's approved service area
Status: in_force

March 22, 1999 House Bill 698 - 122nd General Assembly A health insuring corporation shall provide coverage, in accordance with the terms of the contract, for a subscriber's dependent children living outside the health insuring corporation's approved service area if a court order requires the subscriber to provide health care coverage to the dependent children.
Ohio Rev. Code § 1719.07 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.07
§ 1719.07. Articles of incorporation
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly The executor or executors, or his or their successors , of a will providing for a charitable trust as specified in section 1719.06 of the Revised Code shall associate with himself or themselves not more than two citizens and residents, other than the persons named in such will, of the county in which the charities are to be administered, or such institution or school located, and he or they and such associates shall execute, acknowledge, and file with the secretary of state articles of incorporation. After the probate of such a will, and if within six months of such probate he or they do not file such articles, then a minority of the officials for the time being named in such will may execute, acknowledge, and file them, and therein must set forth: (A) A copy of the will to carry out whose provisions the corporation is organized; (B) The name of the corporation, including the name of the testator unless the will otherwise provides; (C) The location of such corporation.
Ohio Rev. Code § 1715.37 — Ohio Revised Code / Title 17 / Chapter 1715 / § 1715.37
§ 1715.37. Petition for conveyance
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly A united corporation formed under sections 1715.32 to 1715.38 , inclusive, of the Revised Code, at the request of a majority of its members, or by act of its board of trustees, directors or other governing body, may in its corporate name petition the court of common pleas of the proper county, setting forth the fact of the union, and such court may make an order requiring such governing body to convey to the new corporation the real estate owned and held by the parties to the union, as it directs. If any of the members of such governing body refuse or neglect to obey such order, the decree for the conveyance shall serve as such conveyance. The order shall not be inconsistent with the original terms under which the real estate became vested in, or entrusted to, the parties to the union. In all cases the grantors of the real estate to such parties, the heirs of such grantors, or such other parties as the petitioners deem advisable may be made defendants to the petition. Defendants who make no defense shall not be subject to costs. Notice of the pendency of such petition must be given, by publication in a newspaper published in the county where the petition is filed, for four consecutive weeks, setting forth the object and prayer of the petition.
Ohio Rev. Code § 1739.01 — Ohio Revised Code / Title 17 / Chapter 1739 / § 1739.01
§ 1739.01. Multiple employer welfare arrangement definitions
Status: in_force

March 22, 1999 House Bill 698 - 122nd General Assembly As used in sections 1739.01 to 1739.22 of the Revised Code: (A) "Agreement" means a written agreement executed by members of a multiple employer welfare arrangement that establishes an arrangement, provides for its operation, and through which each member agrees to assume and discharge all liability under sections 1739.01 to 1739.22 of the Revised Code relating to or arising out of the operation of the arrangement in proportion to the ratio of the total number of covered employees employed by the member at the time the liability arose to the total number of covered employees employed by all members of the arrangement at the time the liability arose. (B) "Excess insurance" or "stop-loss insurance" means an insurance policy purchased by a multiple employer welfare arrangement under which it receives reimbursement for benefits it pays in excess of a preset deductible or limit. (C) "Fully insured program" means a program by which benefits are provided to members, employees of members, or the dependents of such members or employees, through the purchase of sickness and accident insurance from an insurance company licensed to do business in this state or health services purchased from a health insuring corporation authorized to do business in this state. (D) "Group self-insurance program" means a program by which benefits are provided to members, employees of members, or the dependents of such members or employees, other than through sickness and accident insurance purchased from an insurance company licensed to do business in this state or health care services purchased from a health insuring corporation authorized to do business in this state. (E) "Member" means an individual or an employer that is a member of an organization sponsoring a multiple employer welfare arrangement. (F) "Multiple employer welfare arrangement" means an employee welfare benefit plan, trust, or any other arrangement, whether such plan, trust, or arrangement is subject to the "Employee Retirement Income Security Act of 1974," 88 Stat. 829, 29 U.S.C.A. 1001, as amended, that is established or maintained for the purpose of offering or providing, through group insurance or group self-insurance programs, medical, surgical, or hospital care or benefits, or benefits in the event of sickness, accident, disability, or death, to the employees, and their dependents, of two or more employers, or to two or more self-employed individuals and their dependents. (G) "Premium" means any type of consideration paid to a multiple employer welfare arrangement by a member for coverage under the arrangement. (H) "Surplus" means the total assets of the multiple employer welfare arrangement less its liabilities and reserves as determined in accordance with the requirements of sections 1739.01 to 1739.21 of the Revised Code. (I) "Third-party administrator" has the same meaning as "administrator" in section 3959.01 of the Revised Code.
Ohio Rev. Code § 1707.091 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.091
§ 1707.091. Registration by coordination
Status: in_force

October 3, 2023 House Bill 33 - 135th General Assembly (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, in connection with the same offering may be registered by coordination. (B) A registration statement filed by or on behalf of the issuer under this section with the division of securities shall contain the following information and be accompanied by the following 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 equivalents, as currently in effect, a copy of any agreements with or among underwriters, a copy of any indenture or other instrument governing the issuance of the security to be registered, and a specimen or copy of the security; (3) If the division of securities requests, any other information, or copies of any other documents, filed with the securities and exchange commission; (4) An undertaking by the issuer to forward to the division, promptly and in any event not later than the first business day after the day they are forwarded to or thereafter are filed with the securities and exchange commission, whichever occurs first, all amendments to the federal prospectus, offering circular, notification form, or other documents filed with the securities and exchange commission, other than an amendment that merely delays the effective date; (5) A filing fee of one hundred dollars. (C) A registration statement filed under this section becomes effective either at the moment the federal registration statement becomes effective or at the time the offering may otherwise be commenced in accordance with the rules, regulations, or orders of the securities and exchange commission, if all of the following conditions are satisfied: (1) No stop order is in effect, no proceeding is pending under section 1707.13 of the Revised Code, and no cease and desist order has been issued pursuant to section 1707.23 of the Revised Code; (2) The registration statement has been on file with the division for at least fifteen days or for such shorter period as the division by rule or otherwise permits; provided, that if the registration statement is not filed with the division within five days of the initial filing with the securities and exchange commission, the registration statement must be on file with the division for thirty days or for such shorter period as the division by rule or otherwise permits. (3) A statement of the maximum and minimum proposed offering prices and the maximum underwriting discounts and commissions has been on file with the division for two full business days or for such shorter period as the division by rule or otherwise permits and the offering is made within those limitations; (4) The division has received a registration fee of one-tenth of one per cent of the aggregate price at which the securities are to be sold to the public in this state, which fee, however, shall in no case be less than one hundred or more than one thousand dollars. (D) The issuer shall promptly notify the division by telephone of the date and time when the federal registration statement became effective, or when the offering may otherwise be commenced in accordance with the rules, regulations, or orders of the securities and exchange commission, and of the contents of the price amendment, if any, and shall promptly file the price amendment. "Price amendment" for the purpose of this division, means the final federal registration statement amendment that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price. If the division fails to receive the required notice and required copies of the price amendment, the division may enter a provisional stop order retroactively denying effectiveness to the registration statement or suspending its effectiveness until there is compliance with this division, provided the division promptly notifies the issuer or its representative by telephone, and promptly confirms by letter when it notifies by telephone, of the entry of the order. If the issuer or its representative proves compliance with the requirements of this division as to notice and price amendment filing, the stop order is void as of the time of its entry. The division may by rule or otherwise waive either or both of the conditions specified in divisions (C)(2) and (3) of this section. If the federal registration statement becomes effective, or if the offering may otherwise be commenced in accordance with the rules, regulations, or orders of the securities and exchange commission, before all of the conditions specified in divisions (C) and (D) of this section are satisfied and they are not waived by the division the registration statement becomes effective as soon as all of the conditions are satisfied. If the issuer advises the division of the date when the federal registration statement is expected to become effective, or when the offering may otherwise be commenced in accordance with the rules, regulations, or orders of the securities and exchange commission, the division shall promptly advise the issuer or its representative by telephone, at the issuer's expense, whether all of the conditions have been satisfied or whether the division then contemplates the institution of a proceeding under section 1707.13 or 1707.23 of the Revised Code, but such advice does not preclude the institution of such a proceeding at any time. Last updated August 9, 2023 at 2:58 PM
Ohio Rev. Code § 1711.04 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.04
§ 1711.04. Premiums
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly Every society formed under sections 1711.01 and 1711.02 of the Revised Code shall annually offer and award premiums for the improvement of grains, fruits, vegetables, livestock, articles of domestic industry, public school displays, and such other articles, productions, and improvements as it deems proper, and may perform any acts best calculated to promote the agricultural interests and household manufacturing interests of the counties concerned and of the state. It shall regulate the amount of premiums, and their different grades, so that all may have an opportunity to compete for them. Persons offering to compete for premiums on improved methods of production of crops or other articles shall, before such a premium is adjudged, deliver to the awarding committee, if required to do so by such committee, a full and correct statement of the process, expense, and value of the method of production, with a view to showing accurately the profits derived or expected to be derived therefrom.
Ohio Rev. Code § 1729.55 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.55
§ 1729.55. Voluntary dissolution
Status: in_force

September 3, 2004 House Bill 288 - 125th General Assembly (A) An association may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for an association shall state both of the following: (1) That the association elects to be dissolved; (2) Any additional provision considered necessary with respect to the proposed dissolution and winding up. (C) Before subscriptions for membership and any stock or other ownership interest have been received, the incorporators or a majority of the incorporators may adopt, by a writing signed by them, a resolution of dissolution. (D) The directors may adopt a resolution of dissolution in the following cases: (1) When the association has been adjudged bankrupt or has made a general assignment for the benefit of creditors; (2) By leave of the court, when a receiver has been appointed in a general creditors' suit or in any suit in which the affairs of the association are to be wound up; (3) When substantially all of the assets have been sold at judicial sale or otherwise; (4) When the articles of incorporation have been canceled for failure to file annual franchise or excise tax returns or for failure to pay franchise or excise taxes and the association has not been reinstated or does not desire to be reinstated; (5) When the period of existence of the association specified in its articles has expired. (E) At a meeting held for such purpose, the members may adopt a resolution of dissolution by the affirmative vote of sixty per cent of the member votes cast on the proposal or, if the articles provide or permit, by the affirmative vote of a greater or lesser proportion though not less than a majority, of the voting power, of any particular class as is required by the articles of incorporation. Notice of the meeting of the members shall be given to all members and stockholders whether or not entitled to vote. (F) Upon the adoption of a resolution of dissolution, a certificate shall be filed with the secretary of state, on a form prescribed by the secretary of state, stating all of the following: (1) The name of the association; (2) A statement that a resolution of dissolution has been adopted, its manner of adoption, and, in the case of its adoption by the incorporators or directors, a statement of the basis for such adoption; (3) The place where the association's principal place of business is located; (4) The names and addresses of the association's directors and officers, or if the resolution of dissolution is adopted by the incorporators, the names and addresses of the incorporators; (5) The name and address of the association's statutory agent. (G) The certificate described in division (F) of this section shall be signed as follows: (1) When the resolution of dissolution is adopted by the incorporators, the certificate shall be signed by not less than a majority of the incorporators; (2) When the resolution is adopted by the directors or by the members, the certificate shall be signed by any authorized officer. However, if no authorized officer executes and files the certificate within thirty days after the adoption of the resolution or upon any date specified in the resolution as the date upon which the certificate is to be filed or upon the expiration of any period specified in the resolution as the period within which the certificate is to be filed, whichever is latest, the certificate of dissolution may be signed by any three members, or if there are less than three members, by all of the members, and shall set forth a statement that the persons signing the certificate are members and are filing the certificate because of the failure of an authorized officer to do so. (H) A certificate of dissolution, filed with the secretary of state, shall be accompanied by all of the following: (1) An affidavit of one or more of the persons executing the certificate of dissolution or of any authorized officer of the association containing a statement of the counties, if any, in this state in which the association has personal property or a statement that the association is of a type required to pay personal property taxes to state authorities only; (2) A receipt, certificate, or other evidence showing the payment of all franchise, sales, use, and highway use taxes accruing up to the date of the filing or that payment adequately has been guaranteed; (3) A receipt, certificate, or other evidence showing the payment of all personal property taxes accruing up to the date of the filing; (4) A receipt, certificate, or other evidence from the director of job and family services showing that all contributions due from the association as an employer have been paid, that payment adequately has been guaranteed, or that the association is not subject to such contributions; (5) A receipt, certificate, or other evidence from the bureau of workers' compensation showing that all premiums due from the association as an employer have been paid, that payment adequately has been guaranteed, or that the association is not subject to such premium payments; (6) In lieu of the receipt, certificate, or other evidence described in division (H)(2), (3), (4), or (5) of this section, an affidavit of one or more persons executing the certificate of dissolution or of any authorized officer of the association containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled date of filing of the certificate of dissolution and was advised in writing of the acknowledgment by the association of the applicability of section 1729.25 of the Revised Code. (I) Upon the filing of a certificate of dissolution and the accompanying documents required by division (H) of this section, the association shall be dissolved.
Ohio Rev. Code § 1733.324 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.324
§ 1733.324. Issuing cease-and-desist order
Status: in_force

July 14, 1987 Senate Bill 149 - 117th General Assembly (A)(1) If, in the opinion of the superintendent of credit unions, a credit union or a regulated individual is engaged in any unsafe or unsound practice in conducting the business of the credit union, has knowingly participated in or consented to a violation of this chapter or rules adopted thereunder, or has failed to comply with a supervisory agreement, he may serve upon such credit union or regulated individual notice that he is considering issuing an order against the credit union or regulated individual pursuant to division (A)(2) or (3) of this section. (2) A notice served under division (A)(1) of this section that relates to matters other than an alleged violation of a supervisory agreement shall contain a statement of the alleged facts constituting the basis for an order and fix a time and place for a hearing. The hearing shall be conducted in accordance with section 119.09 of the Revised Code, except that, notwithstanding division (E) of section 119.01 of the Revised Code, the hearing shall not be a public hearing. The date for the hearing shall be not less than thirty nor more than forty-five days after such notice has been given by the superintendent to the credit union or regulated individual. If, after conducting such hearing, the superintendent determines that the credit union or regulated individual is or has knowingly participated in or consented to a violation of this chapter, or engaged in an unsafe or unsound practice, he may issue a final cease-and-desist order. Such final cease-and-desist order may direct the credit union or regulated individual to remedy the violation of this chapter, the unsafe or unsound practice, or the failure to comply, in addition to refraining from such violations or unsafe or unsound practices in the future. Such final order becomes effective upon service on the credit union or regulated individual and remains effective and enforceable as its terms provide, except to such extent as it is stayed, modified, terminated, or set aside by action of the superintendent or a reviewing court. (3) If the superintendent proposes to issue a cease-and-desist order based on the violation of a supervisory agreement, he shall serve the credit union or regulated individual with a notice of noncompliance. Such notice shall specify the actions that are alleged to be in violation of the supervisory agreement. The notice shall also set a time and place for a hearing, which shall occur not less than thirty nor more than forty-five days after the notice has been served on the credit union or regulated individual. The hearing shall be conducted in the manner prescribed in section 119.09 of the Revised Code, except that, notwithstanding division (E) of section 119.01 of the Revised Code, such hearing shall not be a public hearing. If, after such hearing, the superintendent determines that the credit union or regulated individual has knowingly violated the supervisory agreement, he may issue a final cease-and-desist order. If, after such hearing, the superintendent determines that the credit union or regulated individual has violated the supervisory agreement but that the conduct in question does not constitute a knowing violation, the superintendent shall give the credit union or regulated individual an opportunity to remedy the violation. The superintendent shall issue a statement of specific actions that must be taken by the credit union or regulated individual, and establish a time frame in which the credit union or regulated individual must take such corrective action to comply with the supervisory agreement. If, by the end of such time frame, the credit union or regulated individual has failed to implement the corrective actions required by the superintendent, the superintendent may issue a final cease-and-desist order. Nothing in this division shall be construed to prevent the superintendent from issuing a cease-and-desist order pursuant to divisions (A)(1) and (2) of this section or division (B) of this section based on the violation of Chapter 1733. of the Revised Code, or on an unsafe or unsound practice of the credit union or regulated individual, even though such violation or practice may also constitute a violation of an outstanding supervisory agreement. (B) If, in the opinion of the superintendent, a credit union or regulated individual is or has engaged in any unsafe or unsound practice, or has participated in or consented to a violation of this chapter or rules adopted thereunder, he may issue a summary order requiring the credit union or regulated individual to cease and desist from such violation or practice. The summary cease-and-desist order, which shall contain a statement of the facts allegedly constituting grounds for the order, shall be served upon the credit union or regulated individual and becomes effective upon receipt. The summary order shall include notification of the time and place of a hearing, which shall be held in accordance with division (A)(2) of this section. Unless the superintendent issues a final cease-and-desist order within ten days after conclusion of the hearing, the summary order issued pursuant to this division is void. Otherwise, the summary order remains effective and enforceable until it is replaced by the final order, except to such extent as it is stayed, modified, terminated, or set aside by action of the superintendent. (C) A credit union or regulated individual who is adversely affected by a final cease-and-desist order may appeal from the order to the court of common pleas in accordance with section 119.12 of the Revised Code. (D) In lieu of a hearing pursuant to division (A) or (B) of this section, a credit union or regulated individual may consent to the issuance of an order requiring such credit union or regulated individual to cease and desist from engaging in any activity or practice as specified in such order. A consent cease-and-desist order has the full force and effect of a final cease-and-desist order issued pursuant to division (A)(2) of this section and is enforceable in accordance with division (E) of this section. Any credit union or regulated individual that fails to attend a hearing set pursuant to division (A) or (B) of this section is deemed to have consented to the issuance of a final cease-and-desist order. (E) If the superintendent has reasonable cause to believe that a lawful final or summary cease-and-desist order issued pursuant to this section has been violated, he may request the attorney general to commence and prosecute any appropriate action or proceeding. A court of competent jurisdiction shall enforce a lawful final order issued pursuant to this section and may grant such other relief as the facts warrant. (F) Service on a credit union or regulated individual as provided for in this section shall be by actual written notice or certified mail to the regulated individual or, in the case of a credit union, to the managing officer of such credit union.
Ohio Rev. Code § 1776.75 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.75
§ 1776.75. Effect of conversion - action to set aside
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Upon a conversion becoming effective, all of the following apply: (1) The converting entity is continued in the converted entity. (2) The converted entity exists, and the converting entity ceases to exist. (3) The converted entity possesses both of the following and both of the following continue in the converted entity without any further act or deed: (a) Except to the extent limited by requirements of applicable law, both of the following: (i) All assets and property of every description of the converting entity and every interest in the assets and property of the converting entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in the converting entity does not revert or in any way is impaired by reason of the conversion. (ii) The rights, privileges, immunities, powers, franchises, and authority, whether of a public or a private nature, of the converting entity. (b) All obligations belonging or due to the converting entity. (4) All the rights of creditors of the converting entity are preserved unimpaired, and all liens upon the property of the converting entity are preserved unimpaired. A partner of a converting partnership who is not a general partner of the converted entity is not liable for any obligation incurred after the conversion except for either of the following: (a) If the converted entity is a partnership, to the extent that a creditor of the converting partnership extends credit to the converted entity, reasonably believing that the former partner is a general partner of the converted entity; (b) If the converted entity is not a partnership then to the extent provided in division (B) of section 1776.56 of the Revised Code, deeming for purposes of this division that a certificate of conversion constitutes a statement of dissociation under section 1776.57 of the Revised Code. (B) If a partner of a converting partnership is not a general partner of the converted entity, unless that partner agrees otherwise in writing, the converted entity shall indemnify the partner against all present or future liabilities of the converting partnership of which the partner was a partner. Liabilities of the converting partnership, for purposes of this division, include any amount payable pursuant to section 1776.77 of the Revised Code to a partner of the converting partnership. (C) In the case of a conversion into a foreign corporation, limited liability company, limited partnership, or limited liability partnership that is not licensed or registered to transact business in this state, if the converted entity intends to transact business in this state and the certificate of conversion is accompanied by the information described in division (B)(4) of section 1776.70 of the Revised Code, on the effective date of the conversion the converted entity is considered to have complied with the requirements for procuring a license or registration to transact business in this state as a foreign corporation, limited liability company, limited partnership, or limited liability partnership as the case may be. A copy of the certificate of conversion certified by the secretary of state constitutes the license certificate prescribed for a foreign corporation or the application for registration prescribed for a foreign limited liability company, foreign limited partnership, or foreign limited liability partnership. (D) Any action to set aside a conversion on the grounds of noncompliance with a section of the Revised Code that is applicable to the conversion shall be forever barred unless that action is brought within ninety days after the effective date of the conversion. (E) In the case of a converting or converted entity organized or existing under the laws of any state other than this state, this section is subject to the laws of the state under which that entity exists or in which it has property.
Ohio Rev. Code § 1703.17 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.17
§ 1703.17. Surrender of license
Status: in_force

June 6, 2001 House Bill 94 - 124th General Assembly (A) A foreign corporation may surrender its license to transact business in this state in the manner provided in this section. (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 which the secretary of state may mail any process against such corporation that may be served upon the secretary of state, and may mail any other notices, certificates, or statements. (C) A certificate of surrender, filed with the secretary of state, on a form prescribed by the secretary of state, shall be accompanied by: (1) A receipt, certificate, or other evidence showing the payment of all franchise, sales, use, and highway use taxes accruing up to the date of such filing, or that such payment has been adequately guaranteed; (2) A receipt, certificate, or other evidence showing the payment of all personal property taxes accruing up to the date of such filing; (3) A receipt, certificate, or other evidence from the director of job and family services showing that all contributions due from the corporation as an employer have been paid, or that such payment has been adequately guaranteed, or that the corporation is not subject to such contributions; (4) An affidavit of the officer, or other person permitted by law, executing the certificate of surrender, containing a statement of the counties, if any, in this state in which the corporation has personal property or a statement that the corporation is of a type required to pay personal property taxes to state authorities only. (D) In lieu of the receipt, certificate, or other evidence described in divisions (C)(1), (2), and (3) of this section, a certificate of surrender may be accompanied by an affidavit of the person executing the certificate of surrender, or of an officer of the corporation, that contains a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled date of filing the certificate of surrender and was advised in writing of the acknowledgement by the corporation that the surrender of its license does not relieve it of liability, if any, for payment of the taxes and contributions described in divisions (C)(1), (2), and (3) of this section. (E) In lieu of filing such certificate of surrender there may be filed a certificate of the secretary of state, or other proper official, of the state under the laws of which the corporation is incorporated, certifying that said corporation has been dissolved or its corporate existence otherwise terminated, or a certified copy of an order of court terminating the existence of such corporation; but such certificate or certified copy shall be accompanied by the information required by division (B)(3) of this section. (F) After the payment of the fee specified in division (N)(2) of section 111.16 of the Revised Code and the filing of any such certificate or certified copy under this section, the secretary of state shall cancel the license of such corporation, make a notation of such cancellation upon the secretary of state's records, and mail to the corporation a certificate of the action so taken. (G) The mere retirement from business of a foreign corporation without filing a certificate of surrender shall not exempt such corporation from the requirements of filing the reports and paying the fees required by sections 1703.01 to 1703.31 of the Revised Code, or from making reports and paying excise or franchise fees or taxes.
Ohio Rev. Code § 1706.761 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.761
§ 1706.761. Separate asset series-limited liability statement
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) Subject to division (B) of this section, both of the following apply: (1) The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof. (2) None of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of a series. (B) Division (A) of this section applies only if all of the following conditions are met: (1) The records maintained for that series account for the assets of that series separately from the other assets of the company or any other series. (2) The operating agreement contains a statement to the effect of the limitations provided in division (A) of this section. (3) The limited liability company's articles of organization contains a statement that the limited liability company may have one or more series of assets subject to the limitations provided in division (A) of this section.
Ohio Rev. Code § 1716.06 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.06
§ 1716.06. Collection receptacles
Status: in_force

March 20, 2025 House Bill 184 - 135th General Assembly The operator of a collection receptacle shall display all of the following information on the collection receptacle in letters that are at least three inches in height and not less than one-half inch in width, are on a permanent sign or label placed on every side of the collection receptacle, and are in a color that contrasts with the color of the collection receptacle: (A) The name, address, and telephone number of the charitable organization that will receive goods collected in the collection receptacle; (B) If the collection receptacle is operated by a professional solicitor, the name, address, and telephone number of the professional solicitor; (C) If the collection receptacle is operated by a professional solicitor, a statement that the contract disclosing the financial arrangements between the professional solicitor and the charitable organization is on file with and available from the attorney general. Last updated March 19, 2025 at 12:01 PM
Ohio Rev. Code § 1707.30 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.30
§ 1707.30. Certificate of division as evidence
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly In any prosecution, action, or proceeding based upon sections 1707.01 to 1707.50 , inclusive, of the Revised Code, a certificate signed by the division of securities, showing the filing of or the failure to file any statement, description, or application required by such sections, shall constitute prima-facie evidence of such filing or of such failure to file, and shall be admissible in evidence in any action at law or in equity to enforce sections 1707.01 to 1707.50 , inclusive, of the Revised Code, or to prosecute violations of such sections.
Ohio Rev. Code § 1701.69 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.69
§ 1701.69. Amendments to articles
Status: in_force

September 30, 2008 House Bill 374 - 127th General Assembly (A) The articles may be amended from time to time in any respect if the articles as amended set forth all such provisions as are required in, and, except for an amendment to the articles described in division (B)(11) of this section, only such provisions as may properly be in, original articles filed at the time of adopting the amendment, and, if a change in issued shares is to be made, or if as the result of any amendment the stated capital of any class of shares is to be created, increased, reduced, or eliminated, then such provisions, not inconsistent with section 1701.30 of the Revised Code, as are necessary to effect such change, or to effect such creation, increase, reduction, or elimination of stated capital. (B) Without limiting the generality of the authority to amend the articles, the articles may be amended to do any of the following: (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 unissued shares of any class, whether with or without par value, into the same or a different number of shares of any class with or without par value, theretofore or then authorized; (8) Provide that, as a result of an amendment described in division (B)(6), (7), or (11) of this section, the stated capital of any class of shares shall be created, increased, reduced, or eliminated, consistent with section 1701.30 of the Revised Code, except that, in the case of any amendment to change the corporation into a nonprofit corporation, the stated capital of the corporation may be reduced or eliminated; (9) Change any of the express terms of issued or unissued shares of any class or series, which change may include the discharge, adjustment, or elimination of rights to accrued undeclared cumulative dividends or distributions on the shares of such class or series; (10) Eliminate the right of every shareholder to vote cumulatively in the election of directors or to delete a provision that eliminates that right; (11) Change a corporation into a nonprofit corporation; (12) Change any provision of the articles or add any provision that may properly be included in the articles.
Ohio Rev. Code § 1702.34 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.34
§ 1702.34. Officers - authority and removal
Status: in_force

April 10, 2001 House Bill 597 - 123rd General Assembly (A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson of the board, one or more vice-presidents, and such other officers and assistant officers as may be deemed necessary, each of whom may be designated by such other titles as may be provided in the articles, the regulations, the bylaws, or resolutions of the directors. Unless the articles or the regulations otherwise provide, none of the officers need be a director. Any two or more offices may be held by the same person. The officers shall be elected or appointed at such time, in such manner, and for such terms as may be prescribed in the articles or the regulations. In the absence of any such provision, all officers shall be elected annually by the directors. (B) Unless the articles or the regulations otherwise provide, and subject to the exceptions applicable during an emergency for which provision is made in division (G) of section 1702.11 of the Revised Code: (1) All officers, as between themselves and the corporation, shall respectively have such authority and perform such duties as are determined by the persons authorized to elect or appoint them; (2) Any officer may be removed, with or without cause, by the persons authorized to elect or appoint the officer without prejudice to the contract rights of such officer. The election or appointment of an officer for a given term, or a general provision in the articles, the regulations, or the bylaws with respect to term of office, shall not be deemed to create contract rights; (3) The persons authorized to elect or appoint officers may fill any vacancy in any office occurring from whatever reason.
Ohio Rev. Code § 1707.01 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.01
§ 1707.01. Securities definitions
Status: in_force

September 30, 2025 House Bill 96 - 136th General Assembly As used in this chapter: (A) Whenever the context requires it, "division" or "division of securities" may be read as "director of commerce" or as "commissioner of securities." (B) "Security" means any certificate or instrument, or any oral, written, or electronic agreement, understanding, or opportunity, that represents title to or interest in, or is secured by any lien or charge upon, the capital, assets, profits, property, or credit of any person or of any public or governmental body, subdivision, or agency. It includes shares of stock, certificates for shares of stock, an uncertificated security, membership interests in limited liability companies, voting-trust certificates, warrants and options to purchase securities, subscription rights, interim receipts, interim certificates, promissory notes, all forms of commercial paper, evidences of indebtedness, bonds, debentures, land trust certificates, fee certificates, leasehold certificates, syndicate certificates, endowment certificates, interests in or under profit-sharing or participation agreements, interests in or under oil, gas, or mining leases, preorganization or reorganization subscriptions, preorganization certificates, reorganization certificates, interests in any trust or pretended trust, any investment contract, any life settlement interest, any instrument evidencing a promise or an agreement to pay money, warehouse receipts for intoxicating liquor, and the currency of any government other than those of the United States and Canada, but sections 1707.01 to 1707.50 of the Revised Code do not apply to the sale of real estate. (C)(1) "Sale" has the full meaning of "sale" as applied by or accepted in courts of law or equity, and includes every disposition, or attempt to dispose, of a security or of an interest in a security. "Sale" also includes a contract to sell, an exchange, an attempt to sell, an option of sale, a solicitation of a sale, a solicitation of an offer to buy, a subscription, or an offer to sell, directly or indirectly, by agent, circular, pamphlet, advertisement, or otherwise. (2) "Sell" means any act by which a sale is made. (3) The use of advertisements, circulars, or pamphlets in connection with the sale of securities in this state exclusively to the purchasers specified in division (D) of section 1707.03 of the Revised Code is not a sale when the advertisements, circulars, and pamphlets describing and offering those securities bear a readily legible legend in substance as follows: "This offer is made on behalf of dealers licensed under sections 1707.01 to 1707.50 of the Revised Code, and is confined in this state exclusively to institutional investors and licensed dealers." (4) The offering of securities by any person in conjunction with a licensed dealer by use of advertisement, circular, or pamphlet is not a sale if that person does not otherwise attempt to sell securities in this state. (5) Any security given with, or as a bonus on account of, any purchase of securities is conclusively presumed to constitute a part of the subject of that purchase and has been "sold." (6) "Sale" by an owner, pledgee, or mortgagee, or by a person acting in a representative capacity, includes sale on behalf of such party by an agent, including a licensed dealer or salesperson. (D) "Person," except as otherwise provided in this chapter, means a natural person, firm, partnership, limited partnership, partnership association, syndicate, joint-stock company, unincorporated association, trust or trustee except where the trust was created or the trustee designated by law or judicial 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 indirectly, either in the business of the sale of securities for the person's own account, or in the business of the purchase or sale of securities for the account of others in the reasonable expectation of receiving a commission, fee, or other remuneration as a result of engaging in the purchase and sale of securities. "Dealer" does not mean any of the following: (a) Any issuer, including any officer, director, employee, or trustee of, or member or manager of, or partner in, or any general partner of, any issuer, that sells, offers for sale, or does any act in furtherance of the sale of a security that represents an economic interest in that issuer, provided no commission, fee, or other similar remuneration is paid to or received by the issuer for the sale; (b) Any licensed attorney, public accountant, or firm of such attorneys or accountants, whose activities are incidental to the practice of the attorney's, accountant's, or firm's profession; (c) Any person that, for the account of others, engages in the purchase or sale of securities that are issued and outstanding before such purchase and sale, if a majority or more of the equity interest of an issuer is sold in that transaction, and if, in the case of a corporation, the securities sold in that transaction represent a majority or more of the voting power of the corporation in the election of directors; (d) Any person that brings an issuer together with a potential investor and whose compensation is not directly or indirectly based on the sale of any securities by the issuer to the investor; (e) Any bank; (f) Any person that the division of securities by rule exempts from the definition of "dealer" under division (E)(1) of this section. (2) "Licensed dealer" means a dealer licensed under this chapter. (F)(1) "Salesman" or "salesperson" means every natural person, other than a dealer, who is employed, authorized, or appointed by a dealer to sell securities within this state. (2) The general partners of a partnership, and the executive officers of a corporation or unincorporated association, licensed as a dealer are not salespersons within the meaning of this definition, nor are clerical or other employees of an issuer or dealer that are employed for work to which the sale of securities is secondary and incidental; but the division of securities may require a license from any such partner, executive officer, or employee if it determines that protection of the public necessitates the licensing. (3) "Licensed salesperson" means a salesperson licensed under this chapter. (G) "Issuer" means every person who has issued, proposes to issue, or issues any security. (H) "Director" means each director or trustee of a corporation, each trustee of a trust, each general partner of a partnership, except a partnership association, each manager of a partnership association, and any person vested with managerial or directory power over an issuer not having a board of directors or trustees. (I) "Incorporator" means any incorporator of a corporation and any organizer of, or any person participating, other than in a representative or professional capacity, in the organization of an unincorporated issuer. (J) "Fraud," "fraudulent," "fraudulent acts," "fraudulent practices," or "fraudulent transactions" means anything recognized on or after July 22, 1929, as such in courts of law or equity; any device, scheme, or artifice to defraud or to obtain money or property by means of any false pretense, representation, or promise; any fictitious or pretended purchase or sale of securities; and any act, practice, transaction, or course of business relating to the purchase or sale of securities that is fraudulent or that has operated or would operate as a fraud upon the seller or purchaser. (K) Except as otherwise specifically provided, whenever any classification or computation is based upon "par value," as applied to securities without par value, the average of the aggregate consideration received or to be received by the issuer for each class of those securities shall be used as the basis for that classification or computation. (L)(1) "Intangible property" means patents, copyrights, secret processes, formulas, services, good will, promotion and organization fees and expenses, trademarks, trade brands, trade names, licenses, franchises, any other assets treated as intangible according to generally accepted accounting principles, and securities, accounts receivable, or contract rights having no readily determinable value. (2) "Tangible property" means all property other than intangible property and includes securities, accounts receivable, and contract rights, when the securities, accounts receivable, or contract rights have a readily determinable value. (M) "Public utilities" means those utilities defined in sections 4905.02 , 4905.03 , 4907.02 , and 4907.03 of the Revised Code; in the case of a foreign corporation, it means those utilities defined as public utilities by the laws of its domicile; and in the case of any other foreign issuer, it means those utilities defined as public utilities by the laws of the situs of its principal place of business. The term always includes railroads whether or not they are so defined as public utilities. (N) "State" means any state of the United States, any territory or possession of the United States, the District of Columbia, and any province of Canada. (O) "Bank" means any bank, trust company, savings and loan association, savings bank, or credit union that is incorporated or organized under the laws of the United States, any state of the United States, Canada, or any province of Canada and that is subject to regulation or supervision by that country, state, or province. (P) "Include," when used in a definition, does not exclude other things or persons otherwise within the meaning of the term defined. (Q)(1) "Registration by description" means that the requirements of section 1707.08 of the Revised Code have been complied with. (2) "Registration by qualification" means that the requirements of sections 1707.09 and 1707.11 of the Revised Code have been complied with. (3) "Registration by coordination" means that there has been compliance with section 1707.091 of the Revised Code. Reference in this chapter to registration by qualification also includes registration by coordination unless the context otherwise indicates. (R) "Intoxicating liquor" includes all liquids and compounds that contain more than three and two-tenths per cent of alcohol by weight and are fit for use for beverage purposes. (S) "Institutional investor" means any of the following, whether acting for itself or for others in a fiduciary capacity: (1) A bank or international banking institution; (2) An insurance company; (3) A separate account of an insurance company; (4) An investment company as defined in the "Investment Company Act of 1940," 15 U.S.C. 80a-3; (5) A broker-dealer registered under the "Securities Exchange Act of 1934," 15 U.S.C. 78o, as amended, or licensed by the division of securities as a dealer; (6) An employee pension, profit-sharing, or benefit plan if the plan has total assets in excess of ten million dollars or its investment decisions are made by a named fiduciary, as defined in the "Employee Retirement Income Security Act of 1974," 29 U.S.C. 1001, that is one of the following: (a) A broker-dealer registered under the "Securities Exchange Act of 1934," 15 U.S.C. 78o, as amended; (b) An investment adviser registered or exempt from registration under the "Investment Advisers Act of 1940," 15 U.S.C. 80b-3; (c) An investment adviser registered under this chapter, a bank, or an insurance company. (7) A plan established and maintained by a state, a political subdivision of a state, or an agency or instrumentality of a state or a political subdivision of a state for the benefit of its employees, if the plan has total assets in excess of ten million dollars or its investment decisions are made by a duly designated public official or by a named fiduciary, as defined in the "Employee Retirement Income Security Act of 1974," 29 U.S.C. 1001, that is one of the following: (a) A broker-dealer registered under the "Securities Exchange Act of 1934," 15 U.S.C. 78o, as amended; (b) An investment adviser registered or exempt from registration under the "Investment Advisers Act of 1940," 15 U.S.C. 80b-3; (c) An investment adviser registered under this chapter, a bank, or an insurance company. (8) A trust, if it has total assets in excess of ten million dollars, its trustee is a bank, and its participants are exclusively plans of the types identified in division (S)(6) or (7) of this section, regardless of the size of their assets, except a trust that includes as participants self-directed individual retirement accounts or similar self-directed plans; (9) An organization described in section 501(c)(3) of the "Internal Revenue Code of 1986," 26 U.S.C. 1, as amended, corporation, Massachusetts trust or similar business trust, limited liability company, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of ten million dollars; (10) A small business investment company licensed by the small business administration under section 301(c) of the "Small Business Investment Act of 1958," 15 U.S.C. 681(c), with total assets in excess of ten million dollars; (11) A private business development company as defined in section 202(a)(22) of the "Investment Advisers Act of 1940," 15 U.S.C. 80b-2(a)(22), with total assets in excess of ten million dollars; (12) A federal covered investment adviser acting for its own account; (13) A "qualified institutional buyer" as defined in 17 C.F.R. 230.144A(a)(1), other than 17 C.F.R. 230.144A(a)(1)(H); (14) A "major U.S. institutional investor" as defined in 17 C.F.R. 240.15a-6(b)(4)(i); (15) Any other person, other than an individual, of institutional character with total assets in excess of ten million dollars not organized for the specific purpose of evading this chapter; (16) Any other person specified by rule adopted or order issued under this chapter. (T) A reference to a statute of the United States or to a rule, regulation, or form promulgated by the securities and exchange commission or by another federal agency means the statute, rule, regulation, or form as it exists at the time of the act, omission, event, or transaction to which it is applied under this chapter. (U) "Securities and exchange commission" means the securities and exchange commission established by the Securities Exchange Act of 1934. (V)(1) "Control bid" means the purchase of or offer to purchase any equity security of a subject company from a resident of this state if either of the following applies: (a) After the purchase of that security, the offeror would be directly or indirectly the beneficial owner of more than ten per cent of any class of the issued and outstanding equity securities of the issuer. (b) The offeror is the subject company, there is a pending control bid by a person other than the issuer, and the number of the issued and outstanding shares of the subject company would be reduced by more than ten per cent. (2) For purposes of division (V)(1) of this section, "control bid" does not include any of the following: (a) A bid made by a dealer for the dealer's own account in the ordinary course of business of buying and selling securities; (b) An offer to acquire any equity security solely in exchange for any other security, or the acquisition of any equity security pursuant to an offer, for the sole account of the offeror, in good faith and not for the purpose of avoiding the provisions of this chapter, and not involving any public offering of the other security within the meaning of Section 4 of Title I of the "Securities Act of 1933," 48 Stat. 77, 15 U.S.C.A. 77d(2), as amended; (c) Any other offer to acquire any equity security, or the acquisition of any equity security pursuant to an offer, for the sole account of the offeror, from not more than fifty persons, in good faith and not for the purpose of avoiding the provisions of this chapter. (W) "Offeror" means a person who makes, or in any way participates or aids in making, a control bid and includes persons acting jointly or in concert, or who intend to exercise jointly or in concert any voting rights attached to the securities for which the control bid is made and also includes any subject company making a control bid for its own securities. (X)(1) "Investment adviser" means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or who, for compensation and as a part of regular business, issues or promulgates analyses or reports concerning securities. (2) "Investment adviser" does not mean any of the following: (a) Any attorney, accountant, engineer, or teacher, whose performance of investment advisory services described in division (X)(1) of this section is solely incidental to the practice of the attorney's, accountant's, engineer's, or teacher's profession; (b) A publisher of any bona fide newspaper, news magazine, or business or financial publication of general and regular circulation; (c) A person who acts solely as an investment adviser representative; (d) A bank holding company that is not an investment company; (e) A bank, or any receiver, conservator, or other liquidating agent of a bank; (f) Any licensed dealer or licensed salesperson whose performance of investment advisory services described in division (X)(1) of this section is solely incidental to the conduct of the dealer's or salesperson's business as a licensed dealer or licensed salesperson and who receives no special compensation for the services; (g) Any person, the advice, analyses, or reports of which do not relate to securities other than securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States, or securities issued or guaranteed by corporations in which the United States has a direct or indirect interest, and that have been designated by the secretary of the treasury as exempt securities as defined in the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78c; (h) Any person that is excluded from the definition of investment adviser pursuant to section 202(a)(11)(A) to (E) of the "Investment Advisers Act of 1940," 15 U.S.C. 80b-2(a)(11), or that has received an order from the securities and exchange commission under section 202(a)(11)(F) of the "Investment Advisers Act of 1940," 15 U.S.C. 80b-2(a)(11)(F), declaring that the person is not within the intent of section 202(a)(11) of the Investment Advisers Act of 1940. (i) A person who acts solely as a state retirement system investment officer or as a bureau of workers' compensation chief investment officer; (j) Any other person that the division designates by rule, if the division finds that the designation is necessary or appropriate in the public interest or for the protection of investors or clients and consistent with the purposes fairly intended by the policy and provisions of this chapter. (Y)(1) "Subject company" means an issuer that satisfies both of the following: (a) Its principal place of business or its principal executive office is located in this state, or it owns or controls assets located within this state that have a fair market value of at least one million dollars. (b) More than ten per cent of its beneficial or record equity security holders are resident in this state, more than ten per cent of its equity securities are owned beneficially or of record by residents in this state, or more than one thousand of its beneficial or record equity security holders are resident in this state. (2) The division of securities may adopt rules to establish more specific application of the provisions set forth in division (Y)(1) of this section. Notwithstanding the provisions set forth in division (Y)(1) of this section and any rules adopted under this division, the division, by rule or in an adjudicatory proceeding, may make a determination that an issuer does not constitute a "subject company" under division (Y)(1) of this section if appropriate review of control bids involving the issuer is to be made by any regulatory authority of another jurisdiction. (Z) "Beneficial owner" includes any person who directly or indirectly through any contract, arrangement, understanding, or relationship has or shares, or otherwise has or shares, the power to vote or direct the voting of a security or the power to dispose of, or direct the disposition of, the security. "Beneficial ownership" includes the right, exercisable within sixty days, to acquire any security through the exercise of any option, warrant, or right, the conversion of any convertible security, or otherwise. Any security subject to any such option, warrant, right, or conversion privilege held by any person shall be deemed to be outstanding for the purpose of computing the percentage of outstanding securities of the class owned by that person, but shall not be deemed to be outstanding for the purpose of computing the percentage of the class owned by any other person. A person shall be deemed the beneficial owner of any security beneficially owned by any relative or spouse or relative of the spouse residing in the home of that person, any trust or estate in which that person owns ten per cent or more of the total beneficial interest or serves as trustee or executor, any corporation or entity in which that person owns ten per cent or more of the equity, and any affiliate or associate of that person. (AA) "Offeree" means the beneficial or record owner of any security that an offeror acquires or offers to acquire in connection with a control bid. (BB) "Equity security" means any share or similar security, or any security convertible into any such security, or carrying any warrant or right to subscribe to or purchase any such security, or any such warrant or right, or any other security that, for the protection of security holders, is treated as an equity security pursuant to rules of the division of securities. (CC)(1) "Investment adviser representative" means a supervised person of an investment adviser, provided that the supervised person has more than five clients who are natural persons other than excepted persons defined in division (EE) of this section, and that more than ten per cent of the supervised person's clients are natural persons other than excepted persons defined in division (EE) of this section. "Investment adviser representative" does not mean any of the following: (a) A supervised person that does not on a regular basis solicit, meet with, or otherwise communicate with clients of the investment adviser; (b) A supervised person that provides only investment advisory services described in division (X)(1) of this section by means of written materials or oral statements that do not purport to meet the objectives or needs of specific individuals or accounts; (c) Any other person that the division designates by rule, if the division finds that the designation is necessary or appropriate in the public interest or for the protection of investors or clients and is consistent with the provisions fairly intended by the policy and provisions of this chapter. (2) For the purpose of the calculation of clients in division (CC)(1) of this section, a natural person and the following persons are deemed a single client: Any minor child of the natural person; any relative, spouse, or relative of the spouse of the natural person who has the same principal residence as the natural person; all accounts of which the natural person or the persons referred to in division (CC)(2) of this section are the only primary beneficiaries; and all trusts of which the natural person or persons referred to in division (CC)(2) of this section are the only primary beneficiaries. Persons who are not residents of the United States need not be included in the calculation of clients under division (CC)(1) of this section. (3) If subsequent to March 18, 1999, amendments are enacted or adopted defining "investment adviser representative" for purposes of the Investment Advisers Act of 1940 or additional rules or regulations are promulgated by the securities and exchange commission regarding the definition of "investment adviser representative" for purposes of the Investment Advisers Act of 1940, the division of securities shall, by rule, adopt the substance of the amendments, rules, or regulations, unless the division finds that the amendments, rules, or regulations are not necessary for the protection of investors or in the public interest. (DD) "Supervised person" means a natural person who is any of the following: (1) A partner, officer, or director of an investment adviser, or other person occupying a similar status or performing similar functions with respect to an investment adviser; (2) An employee of an investment adviser; (3) A person who provides investment advisory services described in division (X)(1) of this section on behalf of the investment adviser and is subject to the supervision and control of the investment adviser. (EE) "Excepted person" means a natural person to whom any of the following applies: (1) Immediately after entering into the investment advisory contract with the investment adviser, the person has at least seven hundred fifty thousand dollars under the management of the investment adviser. (2) The investment adviser reasonably believes either of the following at the time the investment advisory contract is entered into with the person: (a) The person has a net worth, together with assets held jointly with a spouse, of more than one million five hundred thousand dollars. (b) The person is a qualified purchaser as defined in division (FF) of this section. (3) Immediately prior to entering into an investment advisory contract with the investment adviser, the person is either of the following: (a) An executive officer, director, trustee, general partner, or person serving in a similar capacity, of the investment adviser; (b) An employee of the investment adviser, other than an employee performing solely clerical, secretarial, or administrative functions or duties for the investment adviser, which employee, in connection with the employee's regular functions or duties, participates in the investment activities of the investment adviser, provided that, for at least twelve months, the employee has been performing such nonclerical, nonsecretarial, or nonadministrative functions or duties for or on behalf of the investment adviser or performing substantially similar functions or duties for or on behalf of another company. If subsequent to March 18, 1999, amendments are enacted or adopted defining "excepted person" for purposes of the Investment Advisers Act of 1940 or additional rules or regulations are promulgated by the securities and exchange commission regarding the definition of "excepted person" for purposes of the Investment Advisers Act of 1940, the division of securities shall, by rule, adopt the substance of the amendments, rules, or regulations, unless the division finds that the amendments, rules, or regulations are not necessary for the protection of investors or in the public interest. (FF)(1) "Qualified purchaser" means either of the following: (a) A natural person who owns not less than five million dollars in investments as defined by rule by the division of securities; (b) A natural person, acting for the person's own account or accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis, not less than twenty-five million dollars in investments as defined by rule by the division of securities. (2) If subsequent to March 18, 1999, amendments are enacted or adopted defining "qualified purchaser" for purposes of the Investment Advisers Act of 1940 or additional rules or regulations are promulgated by the securities and exchange commission regarding the definition of "qualified purchaser" for purposes of the Investment Advisers Act of 1940, the division of securities shall, by rule, adopt the amendments, rules, or regulations, unless the division finds that the amendments, rules, or regulations are not necessary for the protection of investors or in the public interest. (GG)(1) "Purchase" has the full meaning of "purchase" as applied by or accepted in courts of law or equity and includes every acquisition of, or attempt to acquire, a security or an interest in a security. "Purchase" also includes a contract to purchase, an exchange, an attempt to purchase, an option to purchase, a solicitation of a purchase, a solicitation of an offer to sell, a subscription, or an offer to purchase, directly or indirectly, by agent, circular, pamphlet, advertisement, or otherwise. (2) "Purchase" means any act by which a purchase is made. (3) Any security given with, or as a bonus on account of, any purchase of securities is conclusively presumed to constitute a part of the subject of that purchase. (HH) "Life settlement interest" means the entire interest or any fractional interest in an insurance policy or certificate of insurance, or in an insurance benefit under such a policy or certificate, that is the subject of a life settlement contract. For purposes of this division, "life settlement contract" means an agreement for the purchase, sale, assignment, transfer, devise, or bequest of any portion of the death benefit or ownership of any life insurance policy or contract, in return for consideration or any other thing of value that is less than the expected death benefit of the life insurance policy or contract. "Life settlement contract" includes a viatical settlement contract as defined in section 3916.01 of the Revised Code, but does not include any of the following: (1) A loan by an insurer under the terms of a life insurance policy, including, but not limited to, a loan secured by the cash value of the policy; (2) An agreement with a bank that takes an assignment of a life insurance policy as collateral for a loan; (3) The provision of accelerated benefits as defined in section 3915.21 of the Revised Code; (4) Any agreement between an insurer and a reinsurer; (5) An agreement by an individual to purchase an existing life insurance policy or contract from the original owner of the policy or contract, if the individual does not enter into more than one life settlement contract per calendar year; (6) The initial purchase of an insurance policy or certificate of insurance from its owner by a viatical settlement provider, as defined in section 3916.01 of the Revised Code, that is licensed under Chapter 3916. of the Revised Code. (II) "State retirement system" means the public employees retirement system, Ohio police and fire pension fund, state teachers retirement system, school employees retirement system, and state highway patrol retirement system. (JJ) "State retirement system investment officer" means an individual employed by a state retirement system as a chief investment officer, assistant investment officer, or the person in charge of a class of assets or in a position that is substantially equivalent to chief investment officer, assistant investment officer, or person in charge of a class of assets. (KK) "Bureau of workers' compensation chief investment officer" means an individual employed by the administrator of workers' compensation as a chief investment officer or in a position that is substantially equivalent to a chief investment officer. (LL) "Bank holding company" has the same meaning as in the "Bank Holding Company Act of 1956," 12 U.S.C. 1841. (MM) "Savings and loan holding company" has the same meaning as in 12 U.S.C. 1467a. Last updated August 5, 2025 at 9:56 AM
Ohio Rev. Code § 1706.766 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.766
§ 1706.766. Separate asset series-effect of dissociation
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A person who has dissociated as a member associated with a series shall have no right to participate in the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series. (B) A person's dissociation as a member associated with a series does not of itself discharge the person from any debt, obligation, or liability to that series, the limited liability company, or the other members that the person incurred while a member associated with that series. (C) A member's dissociation from a series does not, in itself, cause the member to dissociate from any other series or require the winding up of the series. (D) A member's dissociation from a series does not, in itself, cause the member to dissociate from the limited liability company.
Ohio Rev. Code § 1782.01 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.01
§ 1782.01. Limited partnership definitions
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly Unless the context requires a different meaning, as used in this chapter: (A) "Certificate of limited partnership" means the certificate referred to in section 1782.08 of the Revised Code, and the certificate as amended or restated. (B) "Contribution" means any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in his capacity as a partner. (C) "Entity" means any of the following: (1) A for profit corporation organized under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United States, or any other state: (a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for profit organization, including a general or limited partnership; (e) A limited liability company. (D) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 1782.23 of the Revised Code. (E) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state. (F) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. (G) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. (H) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this state, having as members one or more general partners and one or more limited partners. (I) "Liquidating trustee" means a person, other than a general partner but including a limited partner, who is carrying out the winding up of a limited partnership. (J) "Partner" means a limited or general partner. (K) "Partnership agreement" means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. (L) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. (M) "Person" means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity.
Ohio Rev. Code § 1706.01 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.01
§ 1706.01. Limited liability company definitions
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly As used in this chapter: (A) "Articles of organization" means the articles of organization described in section 1706.16 of the Revised Code, and those articles of organization 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 including cash, property, or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a person contributes to a limited liability company, or a series thereof, in the person's capacity as a member. (F) "Converted entity" means the entity into which a converting entity converts pursuant to sections 1706.72 to 1706.723 of the Revised Code. (G) "Converting limited liability company" means a converting entity that is a limited liability company. (H) "Converting entity" means an entity that converts into a converted entity pursuant to sections 1706.72 to 1706.723 of the Revised Code. (I) "Debtor in bankruptcy" means a person who is the subject of an order for relief under Title 11 of the United States Code, a comparable order under a successor statute of general application, or a comparable order under any federal, state, or foreign law governing insolvency. (J) "Distribution" means a transfer of money or other property from a limited liability company, or a series thereof, to another person on account of a membership interest. (K) "Entity" means a general partnership, limited partnership, limited liability partnership, limited liability company, association, corporation, professional corporation, professional association, nonprofit corporation, business trust, real estate investment trust, common law trust, statutory trust, cooperative association, or any similar organization that has a governing statute, in each case, whether foreign or domestic. (L) "Foreign limited liability company" means an entity that is all of the following: (1) An unincorporated association; (2) Organized under the laws of a state other than this state or under the laws of a foreign country; (3) Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; (4) Not required to be registered, qualified, or organized under any statute of this state other than this chapter. (M) "Governing statute" means the law that governs an entity's internal affairs. (N) "Limited liability company," except in the phrase "foreign limited liability company," means an entity formed or existing under this chapter. (O) "Manager" means any person designated by the limited liability company or its members with the authority to manage all or part of the activities or affairs of the limited liability company on behalf of the limited liability company, which person has agreed to serve in such capacity, whether such person is designated as a manager, director, officer, or otherwise. (P) "Member" means a person that has been admitted as a member of a limited liability company under section 1706.27 of the Revised Code and that has not dissociated as a member. (Q) "Membership interest" means a member's right to receive distributions from a limited liability company or series thereof. (R) "Operating agreement" means any valid agreement, written or oral, of the members, or any written declaration of the sole member, as to the affairs and activities of a limited liability company and any series thereof. "Operating agreement" includes any amendments to the operating agreement. (S) "Organizational documents" means any of the following: (1) For a general partnership or foreign general partnership, its partnership agreement; (2) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement; (3) For a limited liability limited partnership or foreign limited liability limited partnership, its certificate of limited partnership and partnership agreement; (4) For a limited liability company or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute; (5) For a business or statutory trust or foreign business or statutory trust, its trust instrument, or comparable records as provided in its governing statute; (6) For a for-profit corporation or foreign for-profit corporation, its articles of incorporation, regulations, and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute; (7) For a nonprofit corporation or foreign nonprofit corporation, its articles of incorporation, regulations, and other agreements that are authorized by its governing statute or comparable records as provided in its governing statute; (8) For a professional association, its articles of incorporation, regulations, and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute; (9) For any other entity, the basic records that create the entity, determine its internal governance, and determine the relations among the persons that own it, are members of it, or govern it. (T) "Organizer" means a person executing the initial articles of organization filed by the secretary of state in accordance with section 1706.16 of the Revised Code. (U) "Person" means an individual, entity, trust, estate, government, custodian, nominee, trustee, personal representative, fiduciary, or any other individual, entity, or series thereof in its own or any representative capacity, in each case, whether foreign or domestic. As used in this division, "government" includes a country, state, county, or other political subdivision, agency, or instrumentality. (V) "Principal office" means the location specified by a limited liability company, foreign limited liability company, or other entity as its principal office in the last filed record in which the limited liability company, foreign limited liability company, or other entity specified its principal office on the records of the secretary of state. If no such location has previously been specified, then "principal office" means the location reasonably apparent to an unaffiliated person as the principal executive office of the limited liability company, foreign limited liability company, or other entity. (W) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in written or paper form through an automated process. (X) "Sign" means, with the present intent to authenticate or adopt a record, either of the following: (1) To execute or adopt a tangible symbol; (2) To attach to or logically associate with the record an electronic symbol, sound, or process. (Y) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (Z) "Surviving entity" means an entity into which one or more other entities are merged, whether the entity pre-existed the merger or was created pursuant to the merger. (AA) "Tribunal" means a court or, if provided in the operating agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal.
Ohio Rev. Code § 1776.68 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.68
§ 1776.68. Merger or consolidation of partnerships into domestic partnership
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A)(1) Pursuant to a written agreement of merger between the constituent entities as this section provides, a domestic partnership and one or more additional domestic partnerships or other domestic or foreign entities may be merged into a surviving domestic partnership. Pursuant to a written agreement of consolidation between the constituent entities, two or more domestic or foreign entities may be consolidated into a new domestic partnership formed by that consolidation. (2) When a constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, no merger or consolidation may occur pursuant to this section unless permitted under the chapter of the Revised Code under which each domestic constituent entity exists and the laws under which each foreign constituent entity exists. (B) Any written agreement of merger or consolidation of constituent entities into a surviving or new domestic partnership shall set forth all of the following: (1) The name and the form of entity of each constituent entity, the state under the laws of which each constituent entity exists, and the name of the surviving or new domestic partnership; (2) In the case of a merger, that one or more specified constituent entities is being merged into a specified surviving domestic partnership, and, in the case of a consolidation, that the constituent entities are being consolidated into a new domestic partnership; (3) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (4) In the case of a consolidation, the partnership agreement of the new domestic partnership or a provision that the written partnership agreement of a specified constituent partnership, a copy of which partnership agreement shall be attached to the agreement of consolidation, with any amendments that are set forth in the agreement of consolidation, shall be the agreement of partnership of the new domestic partnership; (5) In the case of a merger, any changes in the partners of the surviving domestic partnership and, in the case of a consolidation, the partners of the new domestic partnership or a provision specifying the partners of one or more specified constituent partnerships that constitute the initial partners of the new domestic partnership; (6) The terms of the merger or consolidation, the mode of carrying the terms into effect, and the manner and basis of converting the interests or shares in the constituent entities into, or exchanging the interests or shares in the constituent entities for, any interests, evidences of indebtedness, other securities, cash, rights, any other property, or any combination of property of the surviving domestic partnership, the new domestic partnership, or any other entity. No such conversion or exchange shall be effected if there are reasonable grounds to believe that the conversion or exchange would render the surviving or new domestic partnership unable to pay its obligations as they become due in the usual course of its affairs. (C) The written agreement of merger or consolidation of constituent entities into a surviving or new domestic partnership may set forth any of the following: (1) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate of merger or consolidation; (2) A provision authorizing one or more of the constituent entities to abandon the proposed merger or consolidation prior to filing the certificate of merger or consolidation pursuant to section 1776.70 of the Revised Code by action of the partners of a constituent partnership, the directors of a constituent corporation, or the comparable representatives of any other constituent entity; (3) In the case of a merger, any amendments to the partnership agreement of the surviving domestic partnership, or a provision that the written partnership agreement of a specified constituent partnership other than the surviving domestic partnership, with any amendments that are set forth in the agreement of merger, shall be the partnership agreement of the surviving domestic partnership; (4) A statement of, or a statement of the method of determining, the fair value of the assets to be owned by the surviving domestic partnership; (5) The parties to the agreement of merger or consolidation in addition to the constituent entities; (6) Any additional provision necessary or desirable with respect to the proposed merger or consolidation. (D) To effect the merger or consolidation, the agreement of merger or consolidation shall be adopted by the partners of each constituent domestic partnership, including the surviving domestic partnership in the case of a merger, and shall be adopted by or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (E) All partners, whether or not they are entitled to vote or act, shall be given written notice of any meeting of the partners of a constituent domestic partnership or of any proposed action by the partners of a constituent domestic partnership, which meeting or action is to adopt an agreement of merger or consolidation. The notice shall be given either by mail at the address on the records of the partnership or in person. Unless the partnership agreement provides a shorter or longer period, the notice shall be given not less than seven and not more than sixty days before the meeting or the effective date of the action. The notice shall be accompanied by a copy or a summary of the material provisions of the agreement of merger or consolidation. (F)(1) The unanimous vote or action of the partners or such different number or proportion as provided in writing in the partnership agreement is required to adopt an agreement of merger or consolidation pursuant to this section. If the agreement of merger or consolidation would effect or authorize any action that under any applicable provision of law or the partnership agreement could be effected or authorized only pursuant to a specified vote or action of the partners, or of any class or group of partners, the same vote or action as required to effect that change or authorize that action is required to adopt or approve the agreement of merger or consolidation. (2) An agreement of merger or consolidation is not effective against a person who would continue to be or who would become a general partner of a partnership that is the surviving or new entity in a merger or consolidation unless that person specifically agrees in writing either to continue or to become, as the case may be, a general partner of the partnership that is the surviving or new entity. (G)(1) At any time before the filing of the certificate of merger or consolidation pursuant to section 1776.70 of the Revised Code, if the agreement of merger or consolidation so authorizes, the partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity may abandon the merger or consolidation by the same vote or action as was required to adopt the agreement of merger or consolidation. (2) The agreement of merger or consolidation may contain a provision authorizing less than all of the partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity to amend the agreement of merger or consolidation at any time before the filing of the certificate of merger or consolidation, except that, after the adoption of the agreement of merger or consolidation by the partners of any constituent domestic partnership, only with the approval of all of the partners may an agreement of merger or consolidation be amended to do any of the following: (a) Alter or change the amount or kind of interests, shares, evidences of indebtedness, other securities, cash, rights, or any other property to be received by partners of the constituent domestic partnership in conversion of, or in exchange for, their interests; (b) Alter or change any term of the partnership agreement of the surviving or new domestic partnership, except for alterations or changes that could be adopted by those partners by the terms of the partnership agreement of the surviving or new domestic partnership as would be in effect after the merger or consolidation; (c) Alter or change any other terms and conditions of the agreement of merger or consolidation if any of the alterations or changes, alone or in the aggregate, would materially adversely affect the partners or any class or group of partners of the constituent domestic partnership. (H) As used in this section and sections 1776.69 to 1776.79 of the Revised Code, "general partner" means either of the following: (1) A partner in a partnership that is not a limited liability partnership; (2) A general partner in a limited partnership.
Ohio Rev. Code § 1713.34 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.34
§ 1713.34. Medical colleges or embalming board may receive bodies for study or dissection - procedure
Status: in_force

April 7, 2009 House Bill 130 - 127th General Assembly Superintendents of city hospitals, directors or superintendents of city infirmaries, county homes, or other charitable institutions, directors or superintendents of workhouses, founded and supported in whole or in part at public expense, superintendents or managing officers of state benevolent institutions, boards of township trustees, sheriffs, or coroners, in possession of bodies not claimed or identified, or which must be buried at the expense of the state, county, or township, before burial, shall notify the professor of anatomy in a college which by its charter is empowered to teach anatomy, or the secretary of the board of embalmers and funeral directors of this state, of the fact that such bodies are being so held. If after a period of thirty-six hours the body has not been accepted by friends or relatives for burial at their expense, such superintendent, director, or other officer, on the written application of such professor, or the secretary of the board of embalmers and funeral directors, shall deliver to such professor or secretary, for the purpose of medical or surgical study or dissection or for the study of embalming, the body of any such person who died in any of such institutions from any disease which is not infectious. The expense of the delivery of the body shall be borne by the parties in whose keeping the body was placed.
Ohio Rev. Code § 1717.08 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.08
§ 1717.08. Police powers of officers, agents, and members
Status: in_force

March 31, 2021 House Bill 24 - 133rd General Assembly An officer, agent, or member of a county humane society may interfere to prevent the perpetration of any act of cruelty to animals in the officer's, agent's, or member's presence, may use such force as is necessary to prevent it, and to that end may summon to the officer's, agent's, or member's aid any bystanders.
Ohio Rev. Code § 1701.74 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.74
§ 1701.74. Dissenting shareholders
Status: in_force

May 4, 2012 House Bill 48 - 129th General Assembly (A) If an amendment does any of the following, then shareholders are entitled to relief to the extent provided in division (B) of this section: (1) Changes issued shares of a particular class that have preference in dividends or distributions or on liquidation over shares of any other class into shares of any other class, or changes any of the express terms of issued shares of such particular class, and the holders of the shares of such particular class are substantially prejudiced thereby and the articles do not expressly or by implication provide for or permit such amendment; (2) Changes the express terms of issued shares of a particular class that have preference in dividends or distributions or on liquidation over shares of any other class, in such manner as to discharge without payment of, or to adjust or eliminate rights to, accrued undeclared cumulative dividends or distributions on the shares of any such class; (3) Changes 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 this section, dissenting holders of shares of any class, shall be entitled to relief under section 1701.85 of the Revised Code, subject to the following exceptions: (1) If the articles of the corporation in effect at the time of the adoption of an amendment that changes substantially the purposes of the corporation expressly provide that such an amendment may be adopted, then dissenting shareholders shall not be entitled to relief under section 1701.85 of the Revised Code with respect to the adoption of such amendment. (2) Division (A)(3) of this section does not apply to any corporation incorporated after December 31, 1970. (3) No amendment that eliminates or creates cumulative voting rights as permitted by division (B)(10) of section 1701.69 of the Revised Code, entitles any dissenting shareholder to relief under section 1701.85 of the Revised Code with respect to the adoption of such amendment. (4) No relief as a dissenting shareholder shall be available if the shares of the corporation for which the dissenting shareholder would otherwise be entitled to relief are listed on a national securities exchange as of the day immediately preceding the date of the vote and no proceedings have been commenced to delist the shares from the national securities exchange as of the time of the vote or, if division (A)(1) of this section applies and the shares to be received are listed on a national securities exchange and no proceedings are pending to delist the shares, as of the effective time of the amendment.