Ohio Rev. Code § 1706.512 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.512
§ 1706.512. Actions not constituting transacting business in Ohio
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A foreign limited liability company shall not be considered to be transacting business in this state within the meaning of sections 1706.51 to 1706.515 of the Revised Code by reason of its or any one or more of its series' carrying on in this state any of the following actions: (1) Maintaining, defending, or settling in its own behalf any proceeding or dispute; (2) Holding meetings or carrying on any other activities concerning its internal affairs; (3) Maintaining accounts in financial institutions; (4) Maintaining offices or agencies for the assignment, exchange, and registration of the foreign limited liability company's or its series' own securities or interests or maintaining trustees or depositories with respect to those securities or interests; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating, as borrower or lender, or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing those debts, and holding, protecting, and maintaining property so acquired; (9) Owning real or personal property; (10) Conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; (11) Transacting business in interstate commerce. (B) A foreign limited liability company shall not be considered to be transacting business in this state solely because it or any one or more of its series: (1) Owns a controlling interest in an entity that is transacting business in this state; (2) Is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; (3) Is a member of a limited liability company or foreign limited liability company that is transacting business in this state. (C) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company, or a series thereof, to service of process, taxation, or regulation under laws of this state other than this chapter. (D) Nothing in this section shall limit or affect the right to subject a foreign limited liability company, or a series thereof, to the jurisdiction of the courts of this state or to serve upon any foreign limited liability company, or series thereof, any process, notice, or demand required or permitted by law to be served upon a foreign limited liability company, or series thereof, pursuant to any other provision of law or pursuant to the applicable rules of civil procedure.
Ohio Rev. Code § 1707.17 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.17
§ 1707.17. Renewal - license fees
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly (A)(1) The license of every dealer in and salesperson of securities shall expire on the thirty-first day of December of each year, and may be renewed upon the filing with the division of securities of an application for renewal, and the payment of the fee prescribed in this section. The division shall give notice, without unreasonable delay, of its action on any application for renewal of a dealer's or salesperson's license. (2) The license of every investment adviser and investment adviser representative licensed under section 1707.141 or 1707.161 of the Revised Code shall expire on the thirty-first day of December of each year. The licenses may be renewed upon the filing with the division of an application for renewal, and the payment of the fee prescribed in division (B) of this section. The division shall give notice, without unreasonable delay, of its action on any application for renewal. (3) An investment adviser required to make a notice filing under division (B) of section 1707.141 of the Revised Code annually shall file with the division the notice filing and the fee prescribed in division (B) of this section, no later than the thirty-first day of December of each year. (4) The license of every state retirement system investment officer licensed under section 1707.163 of the Revised Code and the license of a bureau of workers' compensation chief investment officer issued under section 1707.165 of the Revised Code shall expire on the thirtieth day of June of each year. The licenses may be renewed on the filing with the division of an application for renewal, and the payment of the fee prescribed in division (B) of this section. The division shall give notice, without unreasonable delay, of its action on any application for renewal. (5) The license of every portal operator licensed under section 1707.054 of the Revised Code shall expire on the thirty-first day of December of each year. The license may be renewed upon the filing with the division an application for renewal, and payment of the fee prescribed in division (B) of this section. The division shall give notice, without unreasonable delay, of its action on any application for renewal. (B)(1) The fee for each dealer's license, and for each annual renewal thereof, shall be two hundred dollars. (2) The fee for each salesperson's license, and for each annual renewal thereof, shall be sixty dollars. (3) The fee for each investment adviser's license, and for each annual renewal thereof, shall be one hundred dollars. (4) The fee for each investment adviser notice filing required by division (B) of section 1707.141 of the Revised Code shall be one hundred dollars. (5) The fee for each investment adviser representative's license, and for each annual renewal thereof, shall be thirty-five dollars. (6) The fee for each state retirement system investment officer's license, and for each annual renewal thereof, shall be fifty dollars. (7) The fee for a bureau of workers' compensation chief investment officer's license, and for each annual renewal thereof, shall be fifty dollars. (8) The fee for a portal operator license, and for each annual renewal thereof, shall be one hundred dollars. (C) A dealer's, salesperson's, investment adviser's, investment adviser representative's, bureau of workers' compensation chief investment officer's, state retirement system investment officer's, or portal operator's license may be issued at any time for the remainder of the calendar year. In that event, the annual fee shall not be reduced. (D) The division may, by rule or order, waive, in whole or in part, any of the fee requirements of this section for any person or class of persons if, in the same calendar year, the person or class of persons is required to pay an additional fee as a result of changes in federal law and regulations implemented under Title IV of the "Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010," 124 Stat. 1576 (2010), 15 U.S.C. 80b-3a(a), under which a person or class of persons formerly subject to regulation under the United States securities and exchange commission is subject to state regulation under Chapter 1707. of the Revised Code.
Ohio Rev. Code § 1713.09 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.09
§ 1713.09. Location may be changed
Status: in_force

September 29, 2015 House Bill 64 - 131st General Assembly A college, university, or other institution of learning, existing by virtue of an act of incorporation, or that becomes incorporated for any of the purposes specified in sections 1713.01 to 1713.39 , inclusive, of the Revised Code, if three-fourths of the trustees or directors thereof deem it proper, or if the institution is owned in shares, or by stock subscribed or taken, by a vote of the holders of three-fourths of the stock or shares, may change the location of such institution, convey its real estate, and transfer the effects thereof, and invest them at the place to which such institution is removed. Any institution which has a certificate of authorization from the chancellor of higher education shall give written notice to the chancellor before such institution changes its location. No such removal shall be ordered, and no vote taken thereon, until after publication in the manner provided by law in case of a sale and distribution of the property of such an institution. Such publication shall fully set forth the place to which it is proposed to remove the institution. In case of removal, a copy of the proceedings of such meeting shall be filed with the secretary of state.
Ohio Rev. Code § 1782.436 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.436
§ 1782.436. Written demand for payment of fair cash value of interests
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) A partner of a domestic limited partnership is entitled to relief as a dissenting partner in respect of the proposals described in section 1782.435 of the Revised Code only in compliance with this section. (B) If the proposal of merger, consolidation, or conversion is to be submitted to the partners at a meeting, the dissenting partner shall be a partner and a record holder of the partnership interests as to which the dissenting partner seeks relief as of the date fixed for the determination of partners entitled to notice of the meeting, and such interests shall not have been voted in favor of the proposal. Not later than ten days after the date on which the vote on the proposal was taken at the meeting of the partners, the dissenting partner shall deliver to the limited partnership a written demand for payment to the dissenting partner of the fair cash value of the interests as to which the dissenting partner seeks relief that states the dissenting partner's address, the number and class of those interests, and the amount claimed by the dissenting partner as the fair cash value of the interests. (C) If the proposal of merger, consolidation, or conversion is to be submitted to the partners for their written approval or other action without meeting, the dissenting partner shall be a partner and a record holder of the interests of the partnership as to which the dissenting partner seeks relief as of the date the writing was sent to the partners entitled to act or otherwise approve the proposal, and the dissenting partner shall not have indicated approval of the proposal in the dissenting partner's capacity as a holder of such interests. Not later than fifteen days after the date on which request for approval of the proposal was mailed to the partners, the dissenting partner shall deliver to the partnership a written demand for payment to the dissenting partner of the fair cash value of the interests as to which the dissenting partner seeks relief, which demand shall state the dissenting partner's address, the number and class of such interests, and the amount claimed by the dissenting partner as the fair cash value of those interests. (D) In the case of a merger or consolidation, a demand served on the constituent domestic limited partnership involved constitutes service on the surviving entity or the new entity, whether the demand is served before, on, or after the effective date of the merger or consolidation. In the case of a conversion, a demand served on the converting domestic limited partnership constitutes service on the converted entity, whether the demand is served before, on, or after the effective date of the conversion. (E) If the interests as to which a dissenting partner seeks relief are represented by certificates and if the domestic limited partnership sends to the dissenting partner, at the address specified in the dissenting partner's demand, a request for certificates representing the interests as to which the dissenting partner seeks relief, the dissenting partner, within fifteen days from the date on which the request was sent, shall deliver to the limited partnership the certificates requested so that the limited partnership may endorse on them a legend to the effect that a demand for the fair cash value of such interests has been made. The limited partnership promptly shall return the endorsed certificates to the dissenting partner. The failure of a dissenting partner to deliver such certificates terminates rights as a dissenting partner, at the option of the limited partnership, exercised by written notice sent to the dissenting partner within twenty days after the lapse of the fifteen-day period, unless a court for good cause shown otherwise directs. If interests represented by a certificate on which a legend has been endorsed are transferred, each new certificate issued for them shall bear a similar legend, together with the name of the original dissenting holder of such interests. Upon receiving a demand for payment from a dissenting partner who is a record holder of uncertificated interests, the limited partnership shall make an appropriate notation of the demand for payment in its records. If uncertificated interests for which payment has been demanded are to be transferred, any writing sent to evidence the transfer shall bear the legend required for certificated securities as provided in this division. A transferee of the interests receiving a certificate so endorsed, or of uncertificated securities where such a notation has been made, acquires only rights in the limited partnership as the original partner holding such interests had immediately after the service of a demand for payment of the fair cash value of the interests. A request under this division by the limited partnership is not an admission by it that the holder of the interest is entitled to relief under this section. (F) Unless the partnership agreement of the constituent domestic limited partnership in which the dissenting partner was a partner provides a reasonable basis for determining and paying the fair cash value of the interests as to which the dissenting partner seeks relief or unless the limited partnership and the dissenting partner have come to an agreement on the fair cash value of the interests as to which the dissenting partner seeks relief, the dissenting partner or the limited partnership, which in the case of a merger or consolidation may be the surviving or new entity, or in the case of a conversion is the converted entity, within three months after the service of the demand by the dissenting partner, may file a complaint under section 1782.437 of the Revised Code. The complaint shall be filed in the court of common pleas of the county in which the principal office of the limited partnership that issued the interests is located or was located when the proposal was adopted by the partners of the limited partnership. Other dissenting partners, within that three-month period, may join as plaintiffs or may be joined as defendants in any such proceeding, and any two or more such proceedings may be consolidated. (G) The right and obligation of a dissenting partner to receive fair cash value and to sell such interests as to which the dissenting partner seeks relief and the right and obligation of the domestic limited partnership to purchase such interests and to pay the fair cash value of them terminate if any of the following applies: (1) The dissenting partner has not complied with this section, unless the limited partnership waives such failure. (2) The limited partnership abandons the merger, consolidation, or conversion or is finally enjoined or prevented from carrying it out, or the partners rescind their adoption or approval of the merger, consolidation, or conversion. (3) The dissenting partner withdraws the dissenting partner's demand, with the consent of the limited partnership. (4) All of the following apply: (a) The partnership agreement of the constituent domestic limited partnership in which the dissenting partner was a partner does not provide a reasonable basis for determining and paying the dissenting partner the fair cash value of the dissenting partner's interest. (b) The limited partnership and the dissenting partner have not agreed upon the fair cash value of the interest. (c) Neither the dissenting partner nor the limited partnership has filed or joined in a complaint under division (F) of this section within the period provided in that division. (H) Unless otherwise provided in the partnership agreement of the constituent domestic limited partnership in which the dissenting partner was a partner, from the time the dissenting partner gives the demand until either the termination of the rights and obligations arising from it or the purchase of the interests by the limited partnership, all other rights accruing from such interests, including voting or distribution rights, are suspended. If, during the suspension, any distribution is paid in money upon interests of a class or any dividend, distribution, or interest is paid in money upon any securities issued in extinguishment of, or in substitution for, such interest, an amount equal to the dividend, distribution, or interest that, except for the suspension, would have been payable upon such interests or securities shall be paid to the holder of record as a credit upon the fair cash value of the interests. If the right to receive fair cash value is terminated other than by the purchase of the interests by the limited partnership, all rights of the dissenting partner shall be restored and all distributions that, except for the suspension, would have been made shall be made to the holder of record of the interests at the time of termination.
Ohio Rev. Code § 1706.172 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.172
§ 1706.172. Records requirements
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) Each record authorized or required to be delivered to the secretary of state for filing under this chapter shall meet all of the following requirements: (1) The record shall contain all information required by the law of this state to be contained in the record but, unless otherwise provided by law, shall not be required to contain other information. (2) The record shall be on or in a medium and in such form acceptable to the secretary of state and from which the secretary of state may create a record that contains all of the information stated in the record. The secretary of state may require that the record be delivered by any one or more means or on or in any one or more media acceptable to the secretary of state. The secretary of state is not required to file a record that is not delivered by a means and in a medium that complies with the requirements then established by the secretary of state for the delivery and filing of records. If the secretary of state permits a record to be delivered on paper, the record shall be typewritten or machine printed, and the secretary of state may impose reasonable requirements upon the dimensions, legibility, quality, and color of the paper and typewriting or printing and upon the format and other attributes of any record that is delivered electronically. The secretary of state shall, at the earliest practicable time, allow for the delivery of a record for filing to be accomplished electronically, without the necessity for the delivery of a physical original record or the image thereof, if all required information is delivered and is readily retrievable from the data delivered. If the delivery of a record for filing is required to be accomplished electronically, that record shall not be accompanied by any physical record unless the secretary of state permits that accompaniment. (3) The record shall be in English. A person's name set forth in the record need not be in English if expressed in English letters or Arabic or Roman numerals. Records of a foreign person need not be in English if accompanied by a reasonably authenticated English translation. (B) Unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shall file the record and send a certificate and a receipt for the fees to the person who submitted the record. (C) Upon request and payment of the requisite fee, the secretary of state shall furnish to the requester a certified copy of a requested record. (D) Except as otherwise provided in division (F) of section 1706.09 and section 1706.173 of the Revised Code, a record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date of not more than ninety days following the date of receipt by the secretary of state. Subject to division (F) of section 1706.09 and section 1706.173 of the Revised Code, a record filed by the secretary of state is effective as follows: (1) If the record does not specify an effective time and does not specify a delayed effective date, on the date the record is filed as evidenced by the secretary of state's endorsement of the date on the record; (2) If the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) If the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of the following: (a) The specified date; (b) The ninetieth day after the record is filed. (4) If the record specifies an effective time and a delayed effective date, at the specified time on the earlier of the following: (a) The specified date; (b) The ninetieth day after the record is filed.
Ohio Rev. Code § 1727.02 — Ohio Revised Code / Title 17 / Chapter 1727 / § 1727.02
§ 1727.02. Investments - loans
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly After paying its expenses, an association coming within the purview of section 1727.01 of the Revised Code shall invest its funds exclusively for the purposes mentioned in its articles of incorporation, and may invest them in mortgages upon real estate or in county, state, or United States securities. In its articles of incorporation, it may designate the kinds of securities in which its funds shall be invested, in which case no part of such funds shall be invested in securities other than those named in the articles. It shall not make any loan to any of its trustees or officers. It may take by gift, subscription, purchase, devise, or loan; but it shall take no loan for a term less than three years or more than twenty years, to an amount exceeding one hundred thousand dollars, or at a rate of interest greater than four per cent payable semiannually.
Ohio Rev. Code § 1701.86 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.86
§ 1701.86. Voluntary dissolution
Status: in_force

October 24, 2024 House Bill 301 - 135th General Assembly (A) A corporation may be dissolved voluntarily in the manner provided in this section, provided the provisions of Chapter 1704. of the Revised Code do not prevent the dissolution from being effected. (B) A resolution of dissolution for a corporation shall set forth that the corporation elects to be dissolved. The resolution also may include any of the following: (1) The date on which the certificate of dissolution is to be filed or the conditions or events that will result in the filing of the certificate; (2) Authorization for the officers or directors to abandon the proposed dissolution before the filing of the certificate of dissolution; (3) Any additional provision considered necessary with respect to the proposed dissolution and winding up. (C) If an initial stated capital is not set forth in the articles then before the corporation begins business, or if an initial stated capital is set forth in the articles then before subscriptions to shares shall have been received in the amount of that initial stated capital, the incorporators or a majority of them may adopt, by a writing signed by each of them, a resolution of dissolution. (D) The directors may adopt a resolution of dissolution in any of the following cases: (1) When the corporation 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 corporation are to be wound up; (3) When substantially all of the assets have been sold at judicial sale or otherwise; (4) When the articles have been canceled for failure to file annual franchise or excise tax returns or for failure to pay franchise or excise taxes and the corporation has not been reinstated or does not desire to be reinstated; (5) When the period of existence of the corporation specified in its articles has expired. (E) The shareholders at a meeting held for such purpose may adopt a resolution of dissolution by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the corporation on such 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 such voting power, and by such affirmative vote of the holders of shares of any particular class as is required by the articles. Notice of the meeting of the shareholders shall be given to all the shareholders whether or not entitled to vote at it. (F) Upon the adoption of a resolution of dissolution, a certificate shall be prepared, on a form prescribed by the secretary of state, setting forth all of the following: (1) The name of the corporation; (2) A statement that a resolution of dissolution has been adopted; (3) A statement of the manner of adoption of such resolution, and, in the case of its adoption by the incorporators or directors, a statement of the basis for such adoption; (4) The place in this state where its principal office is or is to be located; (5) The internet address of each domain name held or maintained by or on behalf of the corporation; (6) The name and address of its statutory agent; (7) The date of dissolution, if other than the filing date. The date of dissolution shall not be more than ninety days after the filing of the certificate of dissolution. (G) When the resolution of dissolution is adopted by the incorporators, the certificate shall be signed by not less than a majority of them. In all other cases, the certificate shall be signed by any authorized officer, unless the officer fails to execute and file such certificate within thirty days after the date upon which such certificate is to be filed. In that latter event, the certificate of dissolution may be signed by any three shareholders or, if there are less than three shareholders, all of the shareholders and shall set forth a statement that the persons signing the certificate are shareholders and are filing the certificate because of the failure of the officers to do so. (H) Except as otherwise provided in division (I) of this section, 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 an officer of the corporation 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; (2) A certificate or other evidence from the department of taxation showing that the corporation has paid all taxes administered by and required to be paid to the tax commissioner that are or will be due from the corporation on the date of the dissolution; (3) A certificate or other evidence showing the payment of all personal property taxes accruing up to the date of dissolution or showing that such payment has been adequately guaranteed, or an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement that the corporation is not required to pay or the department of taxation has not assessed any tax for which such a certificate or other evidence is not provided; (4) 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; (5) A receipt, certificate, or other evidence from the bureau of workers' compensation showing that all premiums 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 premium payments. (I) In lieu of the receipt, certificate, or other evidence described in division (H)(2), (3), (4), or (5) of this section, a certificate of dissolution shall be accompanied by an affidavit of one or more persons executing the certificate of dissolution or of an officer of the corporation containing all of the following: (1) A statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgment by the corporation of the applicability of the provisions of section 1701.95 of the Revised Code; (2) Acknowledgment by the corporation that the dissolution, consolidation, merger, or conversion of the corporation, as applicable, does not in and of itself automatically relieve the corporation from payment of tax liabilities; (3) A statement confirming that the corporation has submitted to the department of taxation information regarding the Ohio tax circumstances of the corporation on a form prescribed by the tax commissioner. Such form shall not include any covenants, agreements, or certifications by the corporation regarding payment of taxes, filing of returns, closing of tax accounts, or any other matter, except that the form may require the corporation to certify that the information provided in the form is accurate. (J) Upon the filing of a certificate of dissolution and such accompanying documents or on a later date specified in the certificate that is not more than ninety days after the filing, the corporation shall be dissolved. Last updated August 28, 2024 at 1:33 PM
Ohio Rev. Code § 1706.7612 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.7612
§ 1706.7612. Separate asset series-notice of dissolution and limitation of claims
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (B) The notice authorized by division (A) of this section shall meet all of the following criteria: (1) It shall be posted prominently on the principal web site then maintained by the limited liability company, if any, and provided to the secretary of state to be posted on the web site maintained by the secretary of state in accordance with division (J) of section 1706.474 of the Revised Code. The notice shall be considered published when posted on the secretary of state's web site. (2) It shall describe the information that must be included in a claim and provide a mailing address to which the claim must be sent. (3) It shall state that if not sooner barred, a claim against the dissolved series will be barred unless a proceeding to enforce the claim is commenced within two years following the publication of the notice. (C) If a dissolved series publishes a notice in accordance with division (B) of this section, unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved series within two years after the publication date of the notice: (1) A claimant who was not given notice under division (B) of section 1706.7611 of the Revised Code; (2) A claimant whose claim was timely sent to the dissolved series but not acted on by the dissolved series; (3) A claimant whose claim is contingent at the effective date of the dissolution of the series, or is based on an event occurring after the effective date of the dissolution of the series. (D) A claim that is not barred under this section, any other statute limiting actions, or section 1706.7611 of the Revised Code may be enforced against either of the following: (1) A dissolved series, to the extent of its undistributed assets associated with the series; (2) A member or assignee associated with the series to the extent of that person's proportionate share of the claim or of the assets of the series distributed to the member or assignee after dissolution, whichever is less, except as provided in division (H) of this section and only if the assets of a dissolved series have been distributed after dissolution. A person's total liability for all claims under division (D) of this section shall not exceed the total amount of assets of the series distributed to the person after dissolution of the series. (E) A dissolved series that published a notice under this section may file an application with the appropriate court in the county in which the limited liability company's principal office is located or, if it has none in this state, in the county in which the limited liability company's statutory agent is or was last located. The application shall be for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made known to the dissolved series or that are based on an event occurring after the effective date of the dissolution of the series but that, based on the facts known to the dissolved series, are reasonably estimated to arise after the effective date of the dissolution of the series. Provision need not be made for any claim that is or is reasonably anticipated to be barred under division (C) of this section. (F) Within ten days after the filing of the application provided for in division (E) of this section, notice of the proceeding shall be given by the dissolved series to each potential claimant as described in that division. (G) The appropriate court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The reasonable fees and expenses of the guardian, including all reasonable expert witness fees, shall be paid by the dissolved series. (H) Provision by the dissolved series for security in the amount and the form ordered by the appropriate court under division (E) of this section shall satisfy the dissolved series' obligation with respect to claims that are contingent, have not been made known to the dissolved series, or are based on an event occurring after the effective date of the dissolution of the series. Those claims may not be enforced against a person owning a membership interest to whom assets have been distributed by the dissolved series after the effective date of the dissolution of the series. (I) Nothing in this section shall be construed to extend any otherwise applicable statute of limitations.
Ohio Rev. Code § 1783.01 — Ohio Revised Code / Title 17 / Chapter 1783 / § 1783.01
§ 1783.01. Limited partnership associations
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly When any number of persons, not less than three nor more than twenty-five, desire to form a limited partnership association for the purpose of conducting any business or occupation within the United States or elsewhere, except for dealing in real estate or for banking, whose principal office or place of business will be established and maintained in this state, by subscribing and contributing capital to such association, which capital shall alone be liable for its debts, such persons may sign and acknowledge a statement, in writing, before some officer competent to take the acknowledgment of deeds, in which must be set forth the full names of such persons; the amount of capital subscribed for by each; the total amount of capital, one third of which shall be paid within thirty days of the filing of their statement with the county recorder as provided in this section and two thirds of which shall be paid within twelve months thereafter; the character of the business to be conducted, and its location; the name of the association, with "limited" as part of it; the contemplated duration of the association, which in no case shall exceed twenty years; and the names of the officers of the association, selected in conformity with sections 1783.01 to 1783.12 , inclusive, of the Revised Code. Any amendment of such statement shall be made only in like manner. Such statement and amendments must be recorded in the office of the county recorder of the proper county. Such association shall not loan its credit, its name, or its capital to any person or corporation.
Ohio Rev. Code § 1745.40 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.40
§ 1745.40. Distributions prohibited; compensation and other permitted payments
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly (A) Except as otherwise provided in division (B) of this section, an unincorporated nonprofit association may not pay dividends or distribute any part of its income or profits to a member, manager, officer, or other private person. (B) An unincorporated nonprofit association may do any of the following: (1) Pay reasonable compensation or reimburse reasonable expenses to a member or manager for services rendered; (2) Confer benefits on a member or manager in conformity with its nonprofit purposes; (3) Repurchase a membership and repay a capital contribution made by a member to the extent authorized by its governing principles; (4) Make distributions of property to members upon winding up and termination to the extent permitted by section 1745.52 of the Revised Code.
Ohio Rev. Code § 1706.411 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.411
§ 1706.411. Circumstances causing dissociation
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A person is dissociated as a member from a limited liability company in any of the following circumstances: (A) An event stated in the operating agreement as causing the person's dissociation occurs. (B) The person is expelled as a member pursuant to the operating agreement. (C) The person is expelled as a member by the unanimous consent of the other members if any of the following apply: (1) It is unlawful to carry on the limited liability company's activities with the person as a member. (2) The person is an entity and, within ninety days after the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, or its right to transact business has been suspended by its jurisdiction of formation, the statement of dissolution or the equivalent has not been revoked or its right to transact business has not been reinstated. (3) The person is an entity and, within ninety days after the limited liability company notifies the person that it will be expelled as a member because the person has been dissolved and its activities are being wound up, the entity has not been reinstated or the dissolution and winding up have not been revoked or canceled. (D) On application by the limited liability company, the person is expelled as a member by tribunal order for any of the following reasons: (1) The person has engaged, or is engaging, in wrongful conduct that has adversely and materially affected, or will adversely and materially affect, the limited liability company's activities. (2) The person has willfully or persistently committed, or is willfully or persistently committing, a material breach of the operating agreement or the person's duties or obligations under this chapter or other applicable law. (3) The person has engaged, or is engaging, in conduct relating to the limited liability company's activities that makes it not reasonably practicable to carry on the activities with the person as a member. (E) In the case of a person who is an individual, the person dies, a guardian or general conservator is appointed for the person, or a tribunal determines that the person has otherwise become incapable of performing the person's duties as a member under this chapter or the operating agreement. (F) The person becomes a debtor in bankruptcy, executes an assignment for the benefit of creditors, or seeks, consents, or acquiesces to the appointment of a trustee, receiver, or liquidator of the person or of all or substantially all of the person's property. This division shall not apply to a person who is the sole remaining member of a limited liability company. (G) In the case of a person that is a trust or is acting as a member by virtue of being a trustee of a trust, the trust's entire membership interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor trustee. (H) In the case of a person that is an estate or is acting as a member by virtue of being a personal representative of an estate, the estate's entire membership interest in the limited liability company is distributed, but not solely by reason of the substitution of a successor personal representative. (I) In the case of a member that is not an individual, the legal existence of the person otherwise terminates. (J) There has been an assignment of all of the person's membership interest other than an assignment for security purposes.
Ohio Rev. Code § 1782.48 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.48
§ 1782.48. Laws governing foreign partnerships
Status: in_force

July 29, 1998 House Bill 579 - 122nd General Assembly Except as otherwise provided in the Ohio Constitution: (A) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; (B) Except as provided in section 1782.51 of the Revised Code, a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
Ohio Rev. Code § 1707.056 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.056
§ 1707.056. Portal operators-oversight, purchase limits, and purchaser privacy
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly (A) Each portal operator shall do all of the following: (1) Provide the division of securities with read-only access to the administrative sections of its OhioInvests portal; (2) Upon the written request of the division, furnish to the division any of the records required to be maintained and preserved under section 1707.057 of the Revised Code. (3) Take reasonable efforts to verify that no purchaser exceeds the purchase limitations set forth in division (F) of section 1707.051 of the Revised Code. (B)(1) A portal operator shall not disclose, except to the division of securities, personal information without the written or electronic consent of the prospective purchaser or purchaser. For purposes of division (B) of this section, "personal information" means information provided to a portal operator by a prospective purchaser or purchaser that identifies, or can be used to identify, the prospective purchaser or purchaser. (2) Division (B)(1) of this section does not apply with respect to records required to be furnished to the division under division (A)(2) of this section, the disclosure of personal information to an OhioInvests issuer relating to its OhioInvests offering, or the disclosure of personal information to the extent required or authorized under other law.
Ohio Rev. Code § 1782.16 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.16
§ 1782.16. Copy of certificates to be delivered or mailed to limited partners
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly Upon the return by the secretary of state, pursuant to section 1782.13 of the Revised Code, of a certificate marked " filed,"the general partners promptly shall deliver or mail a copy of the certificate of limited partnership and each other certificate to each limited partner if the partnership agreement so provides.
Ohio Rev. Code § 1729.10 — Ohio Revised Code / Title 17 / Chapter 1729 / § 1729.10
§ 1729.10. Evidence of incorporation
Status: in_force

August 5, 1998 House Bill 600 - 122nd General Assembly (A) A copy of the association's articles of incorporation or amended articles filed in the office of the secretary of state, and certified by the secretary of state, is conclusive evidence, except as against the state, that the association has been incorporated under the laws of this state; and a copy certified by the secretary of state of any certificate of amendment or other certificate is prima-facie evidence of such amendment or of the facts stated in the certificate, and of the observance and performance of all antecedent conditions necessary to the action that the certificate purports to evidence. (B) A copy of amended articles filed in the office of the secretary of state, and certified by the secretary of state, shall be accepted in this state and other jurisdictions in lieu of the original articles, amendments to the articles, and prior amended articles. (C) The original or a copy of the record of minutes of the proceedings of the incorporators of an association, or of the proceedings or meetings of the members or any class of stockholders, or of the directors, or of any committee thereof, including any written consent, waiver, release, or agreement entered in such record or minutes, or the original or a copy of a statement that no specified proceeding was had or that no specified consent, waiver, release, or agreement exists, shall, when certified to be true by the secretary or an assistant secretary of an association, be received in the courts as prima-facie evidence of the facts stated therein. Every meeting referred to in the certified original or copy is considered duly called and held, and all motions and resolutions adopted and proceedings had at the meeting are considered duly adopted and had, and all elections of directors and all elections or appointments of officers chosen at the meeting are considered valid, until the contrary is proved; and whenever a person who is not a member, patron, or stockholder of an association has acted in good faith in reliance upon any such certified original or copy, it is conclusive in that person's favor.
Ohio Rev. Code § 1751.48 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.48
§ 1751.48. Rules
Status: in_force

October 16, 2009 House Bill 1 - 128th General Assembly The superintendent of insurance may adopt rules as are necessary to carry out the provisions of this chapter. These rules shall be adopted in accordance with Chapter 119. of the Revised Code.
Ohio Rev. Code § 1711.13 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.13
§ 1711.13. Nature and powers of county society
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly County agricultural societies are hereby declared bodies corporate and politic, and as such they are capable of suing and being sued and of holding in fee simple any real estate purchased by them as sites for their fairs. In addition, they may do either or both of the following: (A) Mortgage their grounds for the purpose of renewing or extending pre-existing debts, and for the purpose of furnishing money to purchase additional land, but if the board of county commissioners has caused money to be paid out of the county treasury to aid in the purchase of the grounds, no mortgage shall be given without the consent of the board. Deeds, conveyances, and agreements in writing, made to and by such societies, for the purchase of real estate as sites for their fairs, shall vest a title in fee simple to the real estate described in those documents, without words of inheritance. (B) Subject to section 1711.33 of the Revised Code, enter into agreements to obtain loans and credit for expenses related to the purposes of the county agricultural society, provided that the agreements are in writing and are first approved by the board of directors of the society. The total annual payments for debt obligation incurred by a county agricultural society pursuant to this division shall not exceed an amount equal to twenty-five per cent of its prior three-year average of annual revenues.
Ohio Rev. Code § 1701.82 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.82
§ 1701.82. Conditions following merger or consolidation
Status: in_force

April 7, 2005 Senate Bill 80 - 125th General Assembly (A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the officers, general partners, or other authorized representatives of the respective constituent entities shall execute, acknowledge, and deliver those instruments and do those acts. For these purposes, the existence of the constituent entities and the authority of their respective officers, directors, general partners, or other authorized representatives is continued notwithstanding the merger or consolidation. (2) In the case of a consolidation, the new entity exists when the consolidation becomes effective and, if it is a domestic corporation, the articles contained in or provided for in the agreement of consolidation shall be its original articles. In the case of a merger in which the surviving entity is a domestic corporation, the articles of the domestic surviving corporation in effect immediately prior to the time the merger becomes effective shall continue as its articles after the merger except as otherwise provided in the agreement of merger. (3) The surviving or new entity possesses all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises, and authority, of a public as well as of a private nature, of each constituent entity, and, subject to the limitations specified in section 2307.97 of the Revised Code, all obligations belonging to or due to each constituent entity, all of which are vested in the surviving or new entity without further act or deed. Title to any real estate or any interest in the real estate vested in any constituent entity shall not revert or in any way be impaired by reason of such merger or consolidation. (4) Subject to the limitations specified in section 2307.97 of the Revised Code, the surviving or new entity is liable for all the obligations of each constituent entity, including liability to dissenting shareholders. Any claim existing or any action or proceeding pending by or against any constituent entity may be prosecuted to judgment, with right of appeal, as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in its place. (5) Subject to the limitations specified in section 2307.97 of the Revised Code, all the rights of creditors of each constituent entity are preserved unimpaired, and all liens upon the property of any constituent entity are preserved unimpaired, on only the property affected by those liens immediately prior to the effective date of the merger or consolidation. If a general partner of a constituent partnership is not a general partner of the entity surviving or the new entity resulting from the merger or consolidation, then the former general partner shall have no liability for any obligation incurred after the merger or consolidation except to the extent that a former creditor of the constituent partnership in which the former general partner was a partner extends credit to the surviving or new entity reasonably believing that the former general partner continued as a general partner of the surviving or new entity. (B) If a general partner of a constituent partnership is not a general partner of the entity surviving or the new entity resulting from the merger or consolidation, the provisions of division (B) of section 1782.434 of the Revised Code shall apply. (C) In the case of a merger of a domestic constituent corporation into a foreign surviving corporation, limited liability company, or limited partnership that is not licensed or registered to transact business in this state or in the case of a consolidation of a domestic constituent corporation into a new foreign corporation, limited liability company, or limited partnership, if the surviving or new entity intends to transact business in this state and the certificate of merger or consolidation is accompanied by the information described in division (B)(4) of section 1701.81 of the Revised Code, then, on the effective date of the merger or consolidation, the surviving or new entity shall be considered to have complied with the requirements for procuring a license or for registering to transact business in this state as a foreign corporation, limited liability company, or limited partnership, as the case may be. In such a case, a copy of the certificate of merger or consolidation certified by the secretary of state constitutes the license certificate prescribed by the laws of this state for a foreign corporation transacting business in this state or the application for registration prescribed for a foreign limited partnership or limited liability company. (D) Any action to set aside any merger or consolidation on the ground that any section of the Revised Code applicable to the merger or consolidation has not been complied with shall be brought within ninety days after the effective date of that merger or consolidation or be forever barred. (E) As used in this section, "corporation" or "entity" applies to both domestic and foreign corporations and entities where the context so permits. In the case of a foreign constituent entity or a foreign new entity, this section is subject to the laws of the state under the laws of which the entity exists or in which it has property.
Ohio Rev. Code § 1776.02 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.02
§ 1776.02. Knowledge or notice
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) A person knows a fact if the person has actual knowledge of the fact. (B) A person has notice of a fact if the person knows of it, has received a notification of the fact, or has reason to know the fact exists from all of the facts known to the person at the time in question. (C) A person notifies or gives notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of that notification. (D) A person receives a notification when the notification comes to the person's attention or is delivered at the person's place of business or at any other place the person holds out as a place for receiving communications. (E)(1) Except as otherwise provided in division (F) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event, when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. (2) A person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (F) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
Ohio Rev. Code § 1733.43 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.43
§ 1733.43. Exemption from franchise tax and report
Status: in_force

November 19, 1971 Senate Bill 3 - 109th General Assembly A credit union shall not be required to pay the annual tax imposed on domestic corporations for the privilege of exercising the corporate franchise, or to file the annual report on which such tax is computed.
Ohio Rev. Code § 1713.27 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.27
§ 1713.27. Fees of secretary of state
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly For recording the amendment referred to in section 1713.25 of the Revised Code and furnishing certified copies thereof, the secretary of state shall receive a fee of twenty cents per hundred words, to be in no case less than five dollars.
Ohio Rev. Code § 1733.322 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.322
§ 1733.322. Requesting outside auditor to review results of examination
Status: in_force

July 14, 1987 Senate Bill 149 - 117th General Assembly The superintendent of credit unions may request any outside auditor retained by a credit union that has been examined under section 1733.32 of the Revised Code to review, evaluate, and comment to the superintendent upon the results of the examination or re-examination conducted under that section, and in such an instance the credit union shall sign a waiver of confidentiality with regard to the outside auditor. The purpose of such review is to enable the outside auditor to assist the board of directors of the credit union in formulating a management response to any supervisory inquiry or action that may result from such examination or re-examination. If the outside auditor undertakes such a review, the expense of the review shall be paid by the credit union.
Ohio Rev. Code § 1733.37 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.37
§ 1733.37. Liquidation
Status: in_force

April 14, 2006 House Bill 81 - 126th General Assembly (A) If it appears that any credit union is bankrupt or insolvent, that its shares are impaired, that it has violated this chapter or rules adopted by the superintendent of credit unions, or that it is operating in an unsafe or unsound manner, or if the credit union is experiencing a declining trend in its financial condition and a majority of its board of directors, by resolution, requests the issuance of an order under this division, the superintendent may issue an order revoking the credit union's articles of incorporation and appointing a liquidating agent to liquidate the credit union in accordance with this section. (B) A credit union under order to liquidate or in the course of liquidation, shall continue in existence for the purpose of discharging its debts, collecting and distributing its assets, and doing all acts required in order to wind up its business, and may sue and be sued for the purpose of enforcing such debts and obligations until its affairs are fully adjusted. The board of directors, or in the case of involuntary dissolution, the liquidating agent, shall use the assets of the credit union to pay: first, expenses incidental to liquidation, including any surety bond that may be required; second, any liability due nonmembers; third, redemption of shares and share accounts. Assets then remaining shall be distributed to the members proportionately to the purchase price of shares held by each member as of the date dissolving was voted. (C) As soon as the board or the liquidating agent determines that all assets from which there is a reasonable expectancy of realization have been liquidated and distributed as set forth in this section, it shall execute a certificate of dissolution on a form prescribed by the superintendent of credit unions and submit the certificate to the secretary of state who shall, after filing or recording and indexing, forward evidence of the filing to the superintendent, whereupon the credit union shall be dissolved. (D) If the articles of a credit union have been canceled for cause, or if a credit union has filed a certificate of dissolution or has indicated an intention to file such certificate, and the directors and officers of the credit union, in the opinion of the superintendent, are not conducting the liquidation proceedings in an expeditious, orderly, and efficient manner or in the best interest of its members, the superintendent may terminate the liquidation proceedings and issue an order appointing a liquidating agent to liquidate the credit union in accordance with this section. Such liquidating agent shall furnish bond for the faithful discharge of the liquidating agent's duties in an amount to be approved by the superintendent. (E) The liquidating agent may, under such rules as the superintendent prescribes: (1) Receive and take possession of the books, records, assets, and property of every description of the credit union in liquidation; sell, enforce collection of, and liquidate all such assets and property; compound all bad or doubtful debts, sue in the name of the credit union in liquidation, and defend such actions as are brought against the liquidating agent in the capacity as liquidating agent or against the credit union; (2) Receive, examine, and pass upon all claims against the credit union in liquidation, including claims of members; (3) Make distribution and payment to creditors and members as their interests appear; (4) Execute such documents and papers and do other acts that the liquidating agent deems necessary or desirable to discharge official duties. (F) The expenses incurred by the liquidating agent in the liquidation of the credit union include the compensation of the liquidating agent and any other necessary or proper expenses connected therewith, all of which shall be paid in order of priority out of the property of the credit union in the hands of the liquidating agent. Expenses of liquidation, including the compensation of the liquidating agent, are subject to approval by the superintendent unless such agent is appointed by the court. In no event shall the total of the expenses exceed ten per cent of the assets of the credit union existing at the date of the appointment of the liquidating agent, nor shall the compensation of such agent exceed five per cent of assets upon that date or five thousand dollars, whichever is the lesser amount. (G) Subject to the prior approval of the superintendent, a credit union may enter into a purchase and assumption agreement to purchase any of the assets or assume any of the liabilities of a credit union for which a liquidating agent has been appointed by order of the superintendent in accordance with this section. All persons, associations, and select groups eligible for membership in the credit unions that are parties to the purchase and assumption agreement shall be deemed to have a common bond of association. The assumption of the field of membership may be restricted, as specified in the purchase and assumption agreement.
Ohio Rev. Code § 1711.06 — Ohio Revised Code / Title 17 / Chapter 1711 / § 1711.06
§ 1711.06. [Former R.C. 901.06, amended and renumbered by H.B. 665, 133rd General Assembly, effective 4-12-2021] Director's annual meeting with county societies
Status: in_force

April 12, 2021 House Bill 665 - 133rd General Assembly (A) Prior to the first day of December of each year, the director of agriculture shall set a date in January of the following year, on which the director shall meet with the presidents or other authorized delegates of agricultural societies which conduct fairs in compliance with this chapter and regulations of the department of agriculture. At such meeting the director shall consult with such presidents and delegates about the wants, prospects, and conditions of agricultural societies throughout the state. (B) Each society shall prepare and deliver an annual report to the director at or before each meeting required by division (A) of this section. (C) The director shall do both of the following: (1) Notify the president and the secretary of each society of the date of the annual meeting at least thirty days prior to the meeting; (2) Adopt rules in accordance with Chapter 119. of the Revised Code that provide for both of the following: (a) A uniform method for the election of the directors and officers of all agricultural societies that receive any support out of the state or county treasuries, except the date for holding the election; (b) Any other rules that the director determines are necessary to carry out this chapter. (D) Except for section 1711.11 of the Revised Code, references made in this chapter to rules adopted by the director mean rules adopted under division (C) of this section. Last updated November 15, 2024 at 5:11 PM
Ohio Rev. Code § 1747.13 — Ohio Revised Code / Title 17 / Chapter 1747 / § 1747.13
§ 1747.13. False or fraudulent filings prohibited
Status: in_force

July 17, 1978 House Bill 289 - 112th General Assembly No person knowingly shall prepare, make, assist in preparing or making, or procure or advise the preparing or making of any false or fraudulent filings required or permitted by sections 1747.01 to 1747.13 of the Revised Code.
Ohio Rev. Code § 1719.13 — Ohio Revised Code / Title 17 / Chapter 1719 / § 1719.13
§ 1719.13. Increasing or decreasing number of members, directors, or trustees - filling vacancies
Status: in_force

April 10, 1991 House Bill 889 - 118th General Assembly Any corporation organized under sections 1719.06 to 1719.12 of the Revised Code may increase or decrease the number of its members, directors, or trustees originally provided for, except that the number shall not be less than three. Any increase or decrease so made shall be authorized by a majority vote of the members present at a meeting called according to the regulations and bylaws of the corporation. No decrease shall take effect until the expiration of the term of a member, director, or trustee serving at the time the decrease is authorized. After an increase has been authorized, the board of directors or trustees of the corporation, by a majority vote of the members present, shall elect the additional members, directors, or trustees so authorized. When additional directors or trustees are so elected, their terms shall be fixed by the board, and at the expiration of each of the terms of such directors or trustees, their respective successors shall be elected for terms fixed by the board or determined in accordance with the regulations and bylaws of the corporation. A director or trustee shall hold office until his successor is duly elected and qualified. If any director or trustee of such a corporation resigns or dies, the vacancy shall be filled by the board of directors or trustees for the unexpired term. Upon the death or resignation of any director or trustee elected for life or upon the expiration of the term of any of his successors provided in this section, the successor to the office shall be elected by a majority vote of the board of directors or trustees to serve for a term fixed by the board or determined in accordance with the regulations and bylaws of the corporation. If any such successor resigns or dies, the vacancy shall be filled by the board of directors or trustees for the unexpired term.
Ohio Rev. Code § 1706.30 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.30
§ 1706.30. Direction and oversight of a limited liability company
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A)(1) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members. (2) The activities and affairs of a series shall be under the direction, and subject to the oversight, of the members associated with the series. (3) Division (A)(1) of this section shall not apply to the activities and affairs of a series. (B)(1) Except as provided in division (C) of this section, a matter in the ordinary course of activities of the limited liability company may be decided by a majority of the members. (2) Except as provided in division (C) of this section, a matter in the ordinary course of activities of a series may be decided by a majority of the members associated with the series. (3) Division (B)(1) of this section shall not apply to matters of a series. (C)(1) The consent of all members is required to do any of the following: (a) Amend the operating agreement; (b) File a petition of the limited liability company for relief under Title 11 of the United States Code, or a successor statute of general application, or a comparable federal, state, or foreign law governing insolvency; (c) Undertake any act outside the ordinary course of the limited liability company's activities; (d) Undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all members. (2) The consent of all members associated with a series is required to do either of the following: (a) Undertake any act outside the ordinary course of the series' activities; (b) Undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all the members associated with a series. (D) Any matter requiring the consent of members may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. (E) This chapter does not entitle a member to remuneration for services performed for a limited liability company.
Ohio Rev. Code § 1761.09 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.09
§ 1761.09. Guarantees for share accounts
Status: in_force

March 23, 2015 House Bill 652 - 130th General Assembly (A) Each credit union share account of an individual member or, as described in division (B)(2) of section 1761.02 of the Revised Code, a nonmember of a participating credit union shall be guaranteed in amounts established from time to time by the credit union share guaranty corporation. Such primary guaranteed amount shall not be less than the amount of the credit union share account but, in no event, shall exceed two hundred fifty thousand dollars or the primary guaranteed amount insured by the national credit union administration, whichever is greater. (B) In addition to the primary guaranteed amount, the corporation may establish an excess coverage guarantee for the benefit of those participating credit unions that voluntarily elect to obtain such additional guarantee. (C) The guarantees provided pursuant to this chapter do not apply to credit union share accounts until the credit union has applied for and been admitted as a participating credit union, and cease to apply to the share accounts of any credit union upon the later of any of the following: (1) The termination of the credit union's participation in the corporation pursuant to section 1761.12 of the Revised Code; (2) The completion of the liquidation of the credit union; (3) The withdrawal of the credit union from participation in the corporation.
Ohio Rev. Code § 1707.45 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.45
§ 1707.45. Burden of proof
Status: in_force

October 8, 2001 Senate Bill 32 - 124th General Assembly In any indictment, complaint, or information under section 1707.44 of the Revised Code, it shall not be necessary to negative the existence of facts which would bring a security within section 1707.02 of the Revised Code, or would bring a transaction within section 1707.03 , 1707.04 , or 1707.06 of the Revised Code, or to negative the existence of facts which would bring a transaction within the exceptions of section 1707.34 of the Revised Code. The burden of proof shall be upon the party claiming the benefits of any of such sections.
Ohio Rev. Code § 1782.24 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.24
§ 1782.24. General partner - rights and powers
Status: in_force

January 1, 2007 House Bill 416 - 126th General Assembly (A) Except as otherwise provided in this chapter, the partnership agreement, or section 5815.35 of the Revised Code, a general partner of a limited partnership shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. (B) Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as otherwise provided in this chapter or the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
Ohio Rev. Code § 1701.921 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.921
§ 1701.921. Persons performing services to corporation or shareholders
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign corporation owes no duty to, incurs no liability or obligation to, and is not in privity with the shareholders or creditors of the corporation by reason of providing goods to or performing services for the corporation. (B) Absent an express agreement to the contrary, a person providing goods to or performing services for a shareholder or group of shareholders of a domestic or foreign corporation owes no duty to, incurs no liability or obligation to, and is not in privity with the corporation, any other shareholders of the corporation, or the creditors of the corporation by reason of providing goods to or performing services for the shareholder or group of shareholders.
Ohio Rev. Code § 1701.31 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.31
§ 1701.31. Reduction of stated capital
Status: in_force

July 30, 1984 House Bill 250 - 115th General Assembly A corporation shall not take any action which will require or result in reduction of the stated capital of each outstanding share with par value, to less than the par value of such share. Subject to such limitation and to such provisions as are set forth in the articles or in any contract or obligation: (A) Whenever an outstanding redeemable share is redeemed by the corporation, or an outstanding share is purchased or otherwise acquired by the issuing corporation (otherwise than upon conversion, change, or exchange), the stated capital, if any, of the class to which such redeemed, purchased, or acquired share belongs shall thereby be reduced by an amount equal to the stated capital, if any, of such share; (B) Whenever an outstanding share is released from subscription, the stated capital, if any, of the class to which such share belongs shall thereby be reduced by an amount equal to the stated capital, if any, of such share; (C) Upon the exercise of conversion rights of convertible shares, the stated capital, if any, of the corporation shall be reduced if and to the extent that the express terms of such shares so provide; (D) The stated capital of the corporation shall be reduced or eliminated, in a manner not inconsistent with section 1701.30 of the Revised Code, to the extent and in the manner that such reduction or elimination is provided for in an amendment to the articles described in division (B)(8) of section 1701.69 of the Revised Code; (E) The stated capital, if any, of a particular class of shares may also be reduced or eliminated, in a manner not inconsistent with section 1701.30 of the Revised Code, by resolution adopted at a meeting of shareholders held for such purpose, by the affirmative vote of the holders of two-thirds of the shares of each class, regardless of limitations or restrictions in the articles on the voting rights of the shares of any such class, or, if the articles so provide or permit, a greater or lesser proportion, but not less than a majority of the shares of any class.
Ohio Rev. Code § 1751.53 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.53
§ 1751.53. Continuing coverage after termination of employment
Status: in_force

April 1, 2009 House Bill 2 - 128th General Assembly (A) As used in this section: (1) "Group contract" means a group health insuring corporation contract covering employees that meets either of the following conditions: (a) The contract was issued by an entity that, on June 4, 1997, holds a certificate of authority or license to operate under Chapter 1738. or 1742. of the Revised Code, and covers an employee at the time the employee's employment is terminated. (b) The contract is delivered, issued for delivery, or renewed in this state after June 4, 1997, and covers an employee at the time the employee's employment is terminated. (2) "Eligible employee" means an employee to whom all of the following apply: (a) The employee has been continuously covered under a group contract or under the contract and any prior similar group coverage replaced by the contract, during the entire three-month period preceding the termination of the employee's employment. (b) The employee did not voluntarily terminate the employee's employment and the termination of employment is not a result of any gross misconduct on the part of the employee. (c) The employee is not, and does not become, covered by or eligible for coverage by medicare. (d) The employee is not, and does not become, covered by or eligible for coverage by any other insured or uninsured arrangement that provides hospital, surgical, or medical coverage for individuals in a group and under which the employee was not covered immediately prior to the termination of employment. A person eligible for continuation of coverage under this section, who is also eligible for coverage under section 3923.123 of the Revised Code, may elect either coverage, but not both. A person who elects continuation of coverage may elect any coverage available under section 3923.123 of the Revised Code upon the termination of the continuation of coverage. (B) A group contract shall provide that any eligible employee may continue the coverage under the contract, for the employee and the employee's eligible dependents, for a period of twelve months after the date that the group coverage would otherwise terminate by reason of the termination of the employee's employment. Each certificate of coverage issued to employees under the contract shall include a notice of the employee's privilege of continuation. (C) All of the following apply to the continuation of group coverage required under division (B) of this section: (1) Continuation need not include any supplemental health care services benefits or specialty health care services benefits provided by the group contract. (2) The employer shall notify the employee of the right of continuation at the time the employer notifies the employee of the termination of employment. The notice shall inform the employee of the amount of contribution required by the employer under division (C)(4) of this section. (3) The employee shall file a written election of continuation with the employer and pay the employer the first contribution required under division (C)(4) of this section. The request and payment must be received by the employer no later than the earlier of any of the following dates: (a) Thirty-one days after the date on which the employee's coverage would otherwise terminate; (b) Ten days after the date on which the employee's coverage would otherwise terminate, if the employer has notified the employee of the right of continuation prior to this date; (c) Ten days after the employer notifies the employee of the right of continuation, if the notice is given after the date on which the employee's coverage would otherwise terminate. (4) The employee must pay to the employer, on a monthly basis, in advance, the amount of contribution required by the employer. The amount required shall not exceed the group rate for the insurance being continued under the policy on the due date of each payment. (5) The employee's privilege to continue coverage and the coverage under any continuation ceases if any of the following occurs: (a) The employee ceases to be an eligible employee under division (A)(2)(c) or (d) of this section; (b) A period of twelve months expires after the date that the employee's coverage under the group contract would otherwise have terminated because of the termination of employment; (c) The employee fails to make a timely payment of a required contribution, in which event the coverage shall cease at the end of the coverage for which contributions were made; (d) The group contract is terminated, or the employer terminates participation under the contract, unless the employer replaces the coverage by similar coverage under another contract or other group health arrangement. If the employer replaces the contract with similar group health coverage, all of the following apply: (i) The member shall be covered under the replacement coverage, for the balance of the period that the member would have remained covered under the terminated coverage if it had not been terminated. (ii) The minimum level of benefits under the replacement coverage shall be the applicable level of benefits of the contract replaced reduced by any benefits payable under the contract replaced. (iii) The contract replaced shall continue to provide benefits to the extent of its accrued liabilities and extensions of benefits as if the replacement had not occurred. (D) This section does not apply to any group contract offering only supplemental health care services or specialty health care services. (E) An employer shall notify the health insuring corporation if the employee elects continuation of coverage under this section. The health insuring corporation may require the employer to provide documentation if the employee elects continuation of coverage and is seeking premium assistance for the continuation of coverage under the "American Recovery and Investment Act of 2009," Pub. L. No. 111-5, 123 Stat. 115. The director of insurance shall publish guidance for employers and health insuring corporations regarding the contents of such documentation.
Ohio Rev. Code § 1703.15 — Ohio Revised Code / Title 17 / Chapter 1703 / § 1703.15
§ 1703.15. Cancellation of license
Status: in_force

October 24, 2024 Senate Bill 98 - 135th General Assembly No foreign corporation shall transact in this state any business that could not be lawfully transacted by a domestic corporation. Whenever the secretary of state finds that a foreign corporation licensed to transact business in this state is transacting in this state a business that a domestic corporation could not lawfully transact, is transacting business in this state in a corporate name that is not readily distinguishable from the name of every other corporation, limited liability company, limited liability partnership, or limited partnership, domestic or foreign, or every trade name, registered in the office of the secretary of state, theretofore authorized to transact business in this state, without the consent of the other corporation, limited liability company, limited liability partnership, limited partnership, or trade name registrant, evidenced in writing filed with the secretary of state pursuant to section 1703.04 of the Revised Code, or has failed, after the death or resignation of its designated agent or the designated agent's removal from this state, to designate another agent as required by section 1703.041 of the Revised Code, the secretary of state shall give notice thereof by certified mail to the corporation. Unless that failure is cured within thirty days after the mailing by the secretary of state of the notice or within such further period as the secretary of state grants, the secretary of state, upon the expiration of such period, shall cancel the license of the foreign corporation to transact business in this state, give notice of the cancellation to the corporation by mail, and make a notation of the cancellation on the secretary of state's records. A foreign corporation whose license has been canceled may be reinstated upon its filing with the secretary of state, within two years of the cancellation, on a form prescribed by the secretary of state, an application for reinstatement accompanied by the fee specified in division (Q) of section 111.16 of the Revised Code. If the application for reinstatement is submitted in a tax year or calendar year other than that in which the cancellation occurred, the application also shall be accompanied by a certificate of reinstatement issued by the department of taxation. The name of a corporation whose license has been canceled pursuant to this section shall be reserved for a period of one year after the date of cancellation. If the reinstatement is not made within one year after the date of cancellation of the foreign license 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 division (D) of section 1703.04 of the Revised Code, the secretary of state shall require the applicant for the reinstatement, as a condition prerequisite to such reinstatement, to apply for authorization to transact business in this state under an assumed name. Last updated August 28, 2024 at 4:05 PM
Ohio Rev. Code § 1706.08 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.08
§ 1706.08. Limited liability company operating agreements
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) Except as otherwise provided in divisions (B) and (C) of this section, both of the following apply: (1) An operating agreement governs relations among the members as members and between the members and the limited liability company. (2) To the extent that an operating agreement does not otherwise provide for a matter described in division (A)(1) of this section, this chapter governs the matter. (B)(1) To the extent that, at law or in equity, a member, manager, or other person has duties, including fiduciary duties, to the limited liability company, or to another member or to another person that is a party to or is otherwise bound by an operating agreement, those duties may be expanded or restricted or eliminated by a written operating agreement. However, an operating agreement may not eliminate the implied covenant of good faith and fair dealing. (2) A written operating agreement may provide for the limitation or elimination of any and all liabilities for breach of contract and breach of duties, including breach of fiduciary duties, of a member, manager, or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by an operating agreement. However, an operating agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied covenant of good faith and fair dealing. (3) A member, manager, or other person shall not be liable to a limited liability company or to another member or to another person that is a party to or is otherwise bound by an operating agreement for breach of fiduciary duty for the member's or other person's good faith reliance on the operating agreement. (4) An operating agreement may provide either or both of the following: (a) That, a member or assignee who fails to perform in accordance with, or to comply with the terms and conditions of, the operating agreement shall be subject to specified penalties or specified consequences; (b) That at the time or upon the happening of events specified in the operating agreement, a member or assignee may be subject to specified penalties or consequences. (5) A penalty or consequence that may be specified under division (B)(4) of this section may include any of the following: (a) Reducing or eliminating the defaulting member's or assignee's proportionate interest in a limited liability company; (b) Subordinating the member's or assignee's membership interest to that of nondefaulting members or assignees; (c) Forcing a sale of the member's or assignee's membership interest; (d) Forfeiting the defaulting member's or assignee's membership interest; (e) The lending by other members or assignees of the amount necessary to meet the defaulting member's or assignee's commitment; (f) A fixing of the value of the defaulting member's or assignee's membership interest by appraisal or by formula and redemption or sale of the membership interest at that value; (g) Any other penalty or consequence. (C) An operating agreement shall not do any of the following: (1) Vary the nature of the limited liability company as a separate legal entity under division (A) of section 1706.04 of the Revised Code; (2) Except as otherwise provided in division (B) of section 1706.082 of the Revised Code, restrict the rights under this chapter of a person other than a member, dissociated member, or assignee; (3) Vary the power of a court under section 1706.171 of the Revised Code; (4) Eliminate the implied covenant of good faith and fair dealing; (5) Eliminate or limit the liability of a member or other person for any act or omission that constitutes a bad faith violation of the implied covenant of good faith and fair dealing; (6) Waive the requirements of division (A) of section 1706.281 of the Revised Code; (7) Waive the prohibition on issuance of a certificate of a membership interest in bearer form under division (D) of section 1706.341 of the Revised Code; (8) Waive the requirements of division (B) of section 1706.761 of the Revised Code.
Ohio Rev. Code § 1707.27 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.27
§ 1707.27. Appointment of receiver
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly If the court of common pleas is satisfied with the sufficiency of the application for a receivership, and of the sufficiency of the proof of substantial violation of sections 1707.01 to 1707.50 of the Revised Code, or of the use of any act, practice, or transaction declared to be illegal or prohibited, or defined as fraudulent by those sections or rules adopted under those sections by the division of securities, to the material prejudice of a purchaser or holder of securities, or client of an investment adviser or investment adviser representative, the court may appoint a receiver, for any person so violating sections 1707.01 to 1707.50 of the Revised Code or rules adopted under those sections by the division, with power to sue for, collect, receive, and take into the receiver's possession all the books, records, and papers of the person and all rights, credits, property, and choses in action acquired by the person by means of any such act, practice, or transaction, and also all property with which the property has been mingled, if the property cannot be identified in kind because of the commingling, and with power to sell, convey, and assign the property, and to hold and dispose of the proceeds under the direction of the court of common pleas. The court shall have jurisdiction of all questions arising in the proceedings and may make orders and decrees therein as justice and equity require.
Ohio Rev. Code § 1751.66 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.66
§ 1751.66. Prescription drugs
Status: in_force

December 26, 2011 House Bill 218 - 129th General Assembly (A) No individual or group health insuring corporation policy, contract, or agreement that provides coverage for prescription drugs shall limit or exclude coverage for any drug approved by the United States food and drug administration on the basis that the drug has not been approved by the United States food and drug administration for the treatment of the particular indication for which the drug has been prescribed, provided the drug has been recognized as safe and effective for treatment of that indication in one or more of the standard medical reference compendia adopted by the United States department of health and human services under 42 U.S.C. 1395x(t)(2), as amended, or in medical literature that meets the criteria specified in division (B) of this section. (B) Medical literature may be accepted for purposes of division (A) of this section only if all of the following apply: (1) Two articles from major peer-reviewed professional medical journals have recognized, based on scientific or medical criteria, the drug's safety and effectiveness for treatment of the indication for which it has been prescribed; (2) No article from a major peer-reviewed professional medical journal has concluded, based on scientific or medical criteria, that the drug is unsafe or ineffective or that the drug's safety and effectiveness cannot be determined for the treatment of the indication for which it has been prescribed; (3) Each article meets the uniform requirements for manuscripts submitted to biomedical journals established by the international committee of medical journal editors or is published in a journal specified by the United States department of health and human services pursuant to Section 1861(t)(2)(B) of the "Social Security Act," 107 Stat. 591 (1993), 42 U.S.C. 1395 (x)(t)(2)(B), as amended, as accepted peer-reviewed medical literature. (C) Coverage of a drug required by division (A) of this section includes medically necessary services associated with the administration of the drug. (D) Division (A) of this section shall not be construed to do any of the following: (1) Require coverage for any drug if the United States food and drug administration has determined its use to be contraindicated for the treatment of the particular indication for which the drug has been prescribed; (2) Require coverage for experimental drugs not approved for any indication by the United States food and drug administration; (3) Alter any law with regard to provisions limiting the coverage of drugs that have not been approved by the United States food and drug administration; (4) Require reimbursement or coverage for any drug not included in the drug formulary or list of covered drugs specified in a health insuring corporation contract; (5) Prohibit a health insuring corporation from limiting or excluding coverage of a drug, provided that the decision to limit or exclude coverage of the drug is not based primarily on the coverage of drugs required by this section. (E) This section applies only to health insuring corporation policies, contracts, and agreements that are described in division (A) of this section and that are delivered, issued for delivery, or renewed in this state on or after July 1, 1997.
Ohio Rev. Code § 1707.32 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.32
§ 1707.32. Insurance securities
Status: in_force

March 31, 2021 House Bill 312 - 133rd General Assembly If an issuer of securities is incorporated or organized to make any insurance named in Title XXXIX of the Revised Code, the superintendent of insurance shall, for all the purposes of sections 1707.01 to 1707.50 , inclusive, of the Revised Code, be substituted for the division of securities and the issuer and the beneficial owners of shares thereof shall be subject to section 3901.31 of the Revised Code. The superintendent of insurance shall have over any company disposing or attempting to dispose of any of its securities within this state the powers of regulation, supervision, and examination conferred on the superintendent by law, with reference to companies licensed to transact the business of insurance within this state. No person shall, for the purpose of organizing or promoting any insurance company, or of assisting in the sale of the securities of any insurance company after its organization, dispose or offer to dispose, within this state, of any such securities, unless the contract of subscription or disposal is in writing and contains a provision substantially in the following language: No sum shall be used for commission, promotion, and organization expenses on account of any share of stock in this company in excess of ____________ per cent of the amount actually paid upon separate subscriptions, and the remainder of such payment shall be invested as authorized by the law governing such company and shall be held by the organizers of such company before organization, and by its directors and officers after organization, as bailees for the subscriber, to be used only in the conduct of the business of such company after the company has been licensed and authorized for such business by proper authority. In lieu of "in excess of ___________ per cent of the amount actually paid upon separate subscriptions," the language of such contract may be, "________________ dollars per share from every fully paid subscription"; and in lieu of "organizers" it may be "trustees" if such payments are to be held by trustees. Funds and securities held by such organizers, trustees, directors, or officers, as bailees, shall be deposited with a bank or trust company of this state, or invested as provided in sections 3925.05 and 3925.08 of the Revised Code, until such company has been licensed to transact the business of insurance in this state. The amount of such commission, promotion, and organization expenses shall in no case exceed fifteen per cent of the amount actually received upon the subscriptions; except that in the case of joint-stock life insurance companies and joint-stock insurance companies other than life, the amount of such commission, promotion, and organization expenses shall in no case exceed ten per cent of the amount actually received upon the subscriptions.
Ohio Rev. Code § 1733.327 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.327
§ 1733.327. Confidentiality
Status: in_force

June 18, 2002 Senate Bill 138 - 124th General Assembly (A) All conferences and administrative proceedings under sections 1733.324 and 1733.325 of the Revised Code, the fact of their actual or anticipated occurrence, and all notices, agreements, hearings, orders, records, evidence, transcripts, and other writings, happenings, or things pertaining to those conferences or proceedings, shall be kept confidential as among the superintendent of financial institutions, the director of commerce, the deputy director of financial institutions, the governor, the credit union or regulated individual who is party to the conference or proceedings, witnesses in the conference or proceedings, and other persons specifically designated by the superintendent or director. In designating specific persons who may be present or acquire knowledge of matters made confidential by this division, the superintendent and director shall not exclude attorneys or other suitable representatives of the credit union, or of any regulated individual, who is party to the conference or proceedings. If the conference or proceedings apply to a regulated individual, the superintendent and director shall not exclude suitable representatives of the credit union of which such regulated individual is an officer, director, or employee. (B) Division (A) of this section ceases to apply upon the occurrence of any of the following: (1) An action is brought to recover a forfeiture for the violation of an agreement concluded, or a final or summary cease-and-desist order issued, under section 1733.324 or 1733.325 of the Revised Code. A forfeiture, in the absence of such an action for recovery, does not waive division (A) of this section except insofar as the forfeiture must be reflected or reported in the financial records or reports of the credit union or regulated individual. (2) Information made confidential by division (A) of this section is needed as evidence in a criminal proceeding; in proceedings under section 1733.37 of the Revised Code; or in the work of a committee of the general assembly. (3) The superintendent furnishes information made confidential by division (A) of this section to the applicable insurer recognized under section 1733.041 of the Revised Code. (4) The superintendent furnishes information made confidential by division (A) of this section to financial institution regulatory authorities as authorized in section 1733.32 of the Revised Code. (5) Information made confidential by division (A) of this section is disclosed when and in the manner authorized in section 1181.25 of the Revised Code. (C) No officer or employee of the division of credit unions, of the department of commerce or any of its other divisions, or of the governor's office shall violate division (A) of this section.
Ohio Rev. Code § 1733.32 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.32
§ 1733.32. Powers of superintendent of financial institutions
Status: in_force

March 20, 2019 House Bill 489 - 132nd General Assembly (A)(1) The superintendent of financial institutions shall see that the laws relating to credit unions are executed and enforced. (2) The deputy superintendent for credit unions shall be the principal supervisor of credit unions. In that position, the deputy superintendent for credit unions shall, notwithstanding division (A)(3) of this section, be responsible for conducting examinations and preparing examination reports under that division. In addition, the deputy superintendent for credit unions shall, notwithstanding sections 1733.191 , 1733.41 , 1733.411 , and 1733.412 of the Revised Code, have the authority to adopt rules in accordance with those sections, and, notwithstanding section 1733.05 of the Revised Code, shall have the authority to approve issues and matters pertaining to fields of membership. In performing or exercising any of the examination, rule-making, or other regulatory functions, powers, or duties vested by division (A)(2) of this section in the deputy superintendent for credit unions, the deputy superintendent for credit unions shall be subject to the control of the superintendent of financial institutions. (3) The superintendent of financial institutions shall develop and implement a system for evaluating the safety and soundness of credit unions and for determining when examinations and supervisory actions are necessary. Except as otherwise provided in section 1733.328 of the Revised Code, credit unions shall be subject to periodic examinations, as specified in rules adopted by the superintendent, and their books, records, and accounts shall be open to the inspection of the superintendent at all times. For the purpose of such examination or inspection, the superintendent may subpoena witnesses, administer oaths, receive testimony, and order the submission of documents. (B) Every credit union shall prepare and submit, on forms provided by the superintendent, a financial report to the superintendent showing its assets and liabilities whenever requested to do so by the superintendent. Every financial report shall be verified by the oaths of the two principal officers in charge of the affairs of the credit union at the time of such verification and shall be submitted to the superintendent within thirty days after the superintendent requests the financial report. (C) An annual financial report of the affairs and business of the credit union, showing its condition as of the thirty-first day of December unless otherwise authorized by the superintendent, shall be filed with the superintendent not later than the date authorized in the rules adopted by the superintendent. (D) If a financial report or an annual financial report is not filed with the superintendent in accordance with division (B) or (C) of this section, the superintendent may do both of the following: (1) Assess a fine, determined by rule adopted by the superintendent, for each day the report is in arrears; (2) If the superintendent gives written notice to the president of the credit union of the superintendent's intention to do so, issue an order revoking the credit union's articles of incorporation and appointing a liquidating agent to liquidate the credit union in accordance with section 1733.37 of the Revised Code. (E)(1) Except as provided in division (E)(2) of this section, each credit union doing business in this state shall remit, semiannually and within fifteen days after billing, to the treasurer of state, a supervisory fee in an amount determined by the superintendent and confirmed by the credit union council. The supervisory fee described in division (E)(1) of this section shall be based on a percentage of the gross assets of the credit union as shown by its last annual financial report filed with the superintendent in accordance with division (C) of this section. The minimum supervisory fee shall be determined by the superintendent and confirmed by the credit union council. (2) Each corporate credit union doing business in this state shall remit, semiannually and within fifteen days after billing, to the treasurer of state, a supervisory fee determined by rule adopted by the superintendent and confirmed by the credit union council. The aggregate annual amount of the fee shall not exceed the annual operating fee that the national credit union administration charges a federally chartered credit union pursuant to the "Federal Credit Union Act," 84 Stat. 994 (1970), 12 U.S.C.A. 1751. (3) The superintendent annually shall present to the credit union council for confirmation the supervisory fees to be billed credit unions and corporate credit unions pursuant to division (E) of this section. (4) If any supervisory fee is not remitted in accordance with division (E)(1) or (2) of this section, the superintendent may assess a fine, determined by rule adopted by the superintendent, for each day that each fee is in arrears. (5)(a) Subject to division (E)(5)(b) of this section, the total amount of each semiannual billing to all credit unions and corporate credit unions combined shall equal one-half of the appropriation made by the main operating appropriation act, including any modifications made by the controlling board, to the division of financial institutions for the regulation of credit unions for the fiscal year in which the billings occur, except that the superintendent, in determining the supervisory fees, may take into consideration any funds lapsed from the appropriation made in the previous fiscal year. (b) If during the period between the credit union council's confirmation of supervisory fees and when supervisory fees described in this section are collected, the credit union council determines additional money is required to adequately fund the operations of the division of financial institutions for that fiscal year, the credit union council may, by the affirmative vote of five of its members, increase the supervisory fees billed. The superintendent promptly shall notify each credit union and corporate credit union of the increased supervisory fees, and each credit union or corporate credit union shall pay the increased supervisory fees billed by the superintendent. (6) The fees or fines collected pursuant to this section shall be credited to the credit unions fund created in section 1733.321 of the Revised Code. (F) A report of such examination shall be forwarded to the president of each credit union after the completion of the examination. The report may contain comments relative to the management of the affairs of the credit union and also as to the general condition of its assets. Within thirty days of the receipt of the report, a meeting of the directors shall be called to consider matters contained in the report, and the president shall notify the superintendent of any action taken at the meeting. (G)(1) The superintendent shall furnish reports of examinations or other appropriate information to any organization referred to in section 1733.041 of the Revised Code when requested by the organization and authorized by the credit union. The superintendent may charge a fee for such reports and other information as may be established by rules adopted by the superintendent. (2) A report of examination furnished pursuant to division (G)(1) of this section is the property of the division of credit unions and may be used by the examined credit union only in the conduct of its business. Under no circumstances may the credit union, its current or former directors, officers, employees, agents, shareholders, participants in the conduct of its affairs, or their agents disclose or make public, in any manner, a report of examination or its contents. (H) Except as provided in this division, information obtained by the superintendent of financial institutions and the superintendent's employees as a result of or arising out of the examination or independent audit of a credit union, from required reports, or because of their official position, shall be confidential. Such information may be disclosed only in connection with criminal proceedings or, subject to section 1733.327 of the Revised Code, when it is necessary for the superintendent to take official action pursuant to Chapter 1733. of the Revised Code and the rules adopted thereunder regarding the affairs of the credit union examined. Such information may also be introduced into evidence or disclosed when and in the manner authorized in section 1181.25 of the Revised Code. This division does not prevent the superintendent from properly exchanging information relating to an examined credit union pursuant to division (F) or (G) of this section, with officials of properly authorized state or federal financial institution regulatory authorities, with any insurer recognized under section 1733.041 , or with any surety recognized under section 1733.23 of the Revised Code. This division also does not prevent the superintendent from disclosing information contained in the financial reports or annual financial reports described in division (B) or (C) of this section to recognized credit union trade associations, to share guarantee insurance organizations, to federal or state agencies, or to the general public. Financial reports and annual financial reports described in divisions (B) and (C) of this section, call reports, or financial statements required to be filed with the division of financial institutions are public records for purposes of section 149.43 of the Revised Code. Information relating to the examination or independent audit of a credit union, other than information that is permitted to be disclosed by this section or is a public record, is not a public record for purposes of section 149.43 of the Revised Code.
Ohio Rev. Code § 1701.41 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.41
§ 1701.41. Notice of meeting
Status: in_force

October 12, 2006 House Bill 301 - 126th General Assembly (A) Written notice stating the time, place, if any, and purposes of a meeting of the shareholders, and the means, if any, by which shareholders can be present and vote at the meeting through the use of communications equipment shall be given either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice is given, not less than seven nor more than sixty days before the date of the meeting unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code specify a longer period: (1) to every shareholder of record entitled to notice of the meeting; (2) by or at the direction of the president or the secretary or any other person required or permitted by the regulations to give that notice. If mailed or sent by overnight delivery service, the notice shall be sent to the shareholder at the shareholder's address as it appears on the records of the corporation. If sent by another means of communication authorized by the shareholder, the notice shall be sent to the address furnished by the shareholder for those transmissions. Notice of adjournment of a meeting need not be given if the time and place, if any, to which it is adjourned and the means, if any, by which shareholders can be present and vote at the adjourned meeting through the use of communications equipment are fixed and announced at the meeting. (B) Upon request in writing delivered either in person or by registered mail to the president or the secretary by any persons entitled to call a meeting of shareholders, that officer shall forthwith cause to be given to the shareholders entitled to notice of a meeting to be held on a date not less than seven nor more than sixty days after the receipt of the request, as the officer may fix, unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code specify a longer period for this purpose. If the notice is not given within fifteen days after the delivery or mailing of the request, or that shorter or longer period as the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code specify for this purpose, the persons calling the meeting may fix the time of meeting and give notice of the time of meeting as provided in division (A) of this section, or cause the notice to be given by any designated representative. (C) Any authorization by a shareholder to send notices given pursuant to this chapter by any means other than in person or by mail or overnight delivery service is revocable by written notice to the corporation either by personal delivery or by mail, overnight delivery service, or any other means of communication authorized by the corporation. If sent by another means of communication authorized by the corporation, the notice shall be sent to the address furnished by the corporation for those transmissions. Any authorization by a shareholder to send notices given pursuant to this chapter by any means other than in person or by mail or overnight delivery service will be deemed to have been revoked by the shareholder if (1) the corporation has attempted to make delivery of two consecutive notices in accordance with that authorization, and (2) the secretary or an assistant secretary of the corporation, or other person responsible for giving of notice, has received notice that, or otherwise believes that, delivery has not occurred. However, an inadvertent failure to treat the inability to deliver notice as a revocation will not invalidate any meeting of shareholders or other action.
Ohio Rev. Code § 1746.17 — Ohio Revised Code / Title 17 / Chapter 1746 / § 1746.17
§ 1746.17. Validity of contracts or titles not affected by violation
Status: in_force

March 18, 1983 Senate Bill 435 - 114th General Assembly (A) The transaction of business in this state by a business trust in violation of this chapter does not affect the validity of any contract with such trust, or the validity of the title to any estate or interest in real or personal property taken, held, or disposed of by such trust. No business trust that has transacted business in violation of this chapter, nor any persons acting on its behalf, shall maintain any action in any court of this state until it has fully complied with this chapter and further paid to the secretary of state a forfeiture of one thousand dollars. (B) Full compliance with this section prior to the bringing of an action to recover a forfeiture under section 1746.16 of the Revised Code constitutes a bar to such action.
Ohio Rev. Code § 1717.01 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.01
§ 1717.01. Humane society definitions
Status: in_force

March 31, 2021 House Bill 24 - 133rd General Assembly As used in sections 1717.01 to 1717.18 of the Revised Code, and in every law relating to animals: (A) "Animal" includes every living dumb creature; (B) "Cruelty," "torment," and "torture" include every act, omission, or neglect by which unnecessary or unjustifiable pain or suffering is caused, permitted, or allowed to continue, when there is a reasonable remedy or relief; (C) "Owner" and "person" include corporations. For the purpose of this section the knowledge and acts of the agents and employees of a corporation, in regard to animals transported, owned, or employed by, or in the custody of, such agents and employees, are the knowledge and acts of the corporation.
Ohio Rev. Code § 1702.39 — Ohio Revised Code / Title 17 / Chapter 1702 / § 1702.39
§ 1702.39. Mutual benefit corporation - disposition of assets
Status: in_force

March 29, 2007 House Bill 699 - 126th General Assembly (A)(1) Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, a lease, sale, exchange, transfer, or other disposition of any assets of a mutual benefit corporation may be made without the necessity of procuring authorization from the court under section 1715.39 of the Revised Code, upon the terms and for the consideration, which may consist, in whole or in part, of money or other property, including shares or other securities or promissory obligations of any business corporation, domestic or foreign, that may be authorized by the directors, except that a lease, sale, exchange, transfer, or other disposition of all, or substantially all, the assets may be made only when that transaction is also authorized (either before or after authorization by the directors) by the voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, by the affirmative vote of a majority of the voting members present as described in this division, if a quorum is present, or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. Notice of the meeting of the members shall be given to all members entitled to vote at the meeting. Such notice shall be accompanied by a copy or summary of the terms of that transaction. (2) For purposes of division (A)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (B)(1) A public benefit corporation may not dispose of its assets with value equal to more than fifty per cent of the fair market value of the net tangible and intangible assets, including goodwill, of the corporation over a period of thirty-six consecutive months in a transaction or series of transactions, including the lease, sale, exchange, transfer, or other disposition of those assets, that are outside the ordinary course of its business or that are not in accordance with the purpose or purposes for which the corporation was organized, as set forth in its articles or the terms of any trust on which the corporation holds such assets, unless one or more of the following apply: (a) The transaction has received the prior approval of the court of common pleas of the county in this state in which the principal office of the corporation is located, in a proceeding of which the attorney general's charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. (b)(i) The corporation has provided written notice of the proposed transaction, including a copy or summary of the terms of such transaction, at least twenty days before consummation of the lease, sale, exchange, transfer, or other disposition of the assets, to the attorney general's charitable law section and to the members of the corporation, and the proposed transaction has been approved by the voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, by the affirmative vote of a majority of the voting members present as described in this division, if a quorum is present, or, if the articles or regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and if the articles or regulations require, by the affirmative vote of the voting members of any particular class. (ii) For purposes of division (B)(1)(b)(i) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (c) The transaction is in accordance with the purpose or purposes for which the corporation was organized, as set forth in its articles or the terms of any trust on which the corporation holds the assets, and the lessee, purchaser, or transferee of the assets is also a public benefit corporation or a foreign corporation that would qualify under the Revised Code as a public benefit corporation. (2) The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed transaction under division (B)(1) of this section. The attorney general may retain, at the expense of the public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed transaction under division (B)(1) of this section. (C) The attorney general may institute a civil action to enforce the requirements of division (B)(1) of this section in the court of common pleas of the county in this state in which the principal office of the corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies. (D) The corporation by its directors may abandon the proposed lease, sale, exchange, transfer, or other disposition of the assets of the corporation pursuant to division (A) or (B) of this section, subject to the contract rights of other persons, if that power of abandonment is conferred upon the directors either by the terms of the transaction or by the same vote of voting members and at the same meeting of members as that referred to in division (A) or (B) of this section, as applicable, or at any subsequent meeting. (E) An action to set aside a conveyance by a corporation, on the ground that any section of the Revised Code applicable to the lease, sale, exchange, transfer, or other disposition of the assets of such corporation has not been complied with, shall be brought within one year after that transaction, or the action shall be forever barred.
Ohio Rev. Code § 1776.12 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.12
§ 1776.12. Correction of inaccurate or defective statement
Status: in_force

August 6, 2008 House Bill 332 - 127th General Assembly (A) Any statement filed with the secretary of state pursuant to this chapter that is an inaccurate record of the action referred to in the statement, or that was defectively or erroneously executed, may be corrected by filing a statement of correction with the secretary of state. The statement of correction shall specify the inaccuracy or defect to be corrected, set forth the inaccurate or defective portion of the statement in corrected form, and be executed and filed as this chapter requires. The statement of correction is effective as of the date the original statement was filed, except as to persons who are substantially and adversely affected by the correction, for whom the statement of correction is effective from its filing date. (B) In lieu of filing a statement of correction as division (A) of this section describes, a statement may be corrected by executing and filing a corrected statement with the secretary of state in the same manner as an original statement, and paying a fee equal to the fee payable for an original statement. The corrected statement shall specify in its heading that it is a corrected statement, specify the inaccuracy or defect to be corrected, and set forth the entire statement in corrected form. A statement corrected in accordance with this division is effective as of the date the original statement was filed, except as to those who are substantially and adversely affected by the correction, for whom the corrected statement is effective from its filing date.
Ohio Rev. Code § 1745.18 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.18
§ 1745.18. Approval by members
Status: in_force

May 22, 2012 House Bill 267 - 129th General Assembly Except as otherwise provided in its governing principles, an unincorporated nonprofit association shall have the approval of its members to do any of the following: (A) Admit, suspend, dismiss, or expel a member; (B) Select or dismiss a manager; (C) Adopt, amend, or repeal its governing principles; (D) Sell, lease, exchange, or otherwise dispose of all or substantially all of the association's property, with or without the association's goodwill, outside the ordinary course of its activities; (E) Dissolve under section 1745.50 of the Revised Code or merge or consolidate under section 1745.46 or 1745.461 of the Revised Code; (F) Undertake any other act outside the ordinary course of the association's activities if the association has annual gross receipts of less than twenty-five thousand dollars; (G) Determine the purposes of the association and, if the association has annual gross receipts of less than twenty-five thousand dollars, determine the policies of the association; (H) Do any other act or exercise any right that requires action by the members under the governing principles.
Ohio Rev. Code § 1753.32 — Ohio Revised Code / Title 17 / Chapter 1753 / § 1753.32
§ 1753.32. Annual report
Status: in_force

March 15, 2001 House Bill 714 - 123rd General Assembly (A) Each domestic health insuring corporation shall, on or prior to the first day of March of every year, prepare and submit to the superintendent of insurance a report on its RBC levels as of the end of the calendar year just ended, in a form and containing such information as is required by the RBC instructions. In addition, a domestic health insuring corporation shall file its RBC report as follows: (1) With the NAIC, in accordance with the RBC instructions; (2) With the insurance regulatory authority of any other state in which the health insuring corporation is authorized to do business, if the insurance regulatory authority of that state has sent a written request to the health insuring corporation for the RBC report. The health insuring corporation shall file an RBC report with the requesting state no later than the later of: (a) Fifteen days after the health insuring corporation's receipt of the insurance regulatory authority's request for the RBC report; (b) Prior to the first day of March. (B) A health insuring corporation's RBC levels shall be determined in accordance with the formula set forth in the RBC instructions. The formula shall take the following risks into account, and may adjust for the covariance between these risks, as determined in each case by applying the factors in the manner set forth in the RBC instructions: (1) Asset risk; (2) Credit risk; (3) Underwriting risk; (4) All other business risks and such other relevant risks as are set forth in the RBC instructions. (C) If a domestic health insuring corporation files an RBC report that in the judgment of the superintendent is inaccurate, the superintendent shall adjust the RBC report to correct the inaccuracy and then shall provide a copy of the adjusted RBC report to the health insuring corporation. The superintendent shall also provide the health insuring corporation with a statement of the reasons for any adjustment. (D) In enacting sections 1753.31 to 1753.43 of the Revised Code, the general assembly finds all of the following: (1) An excess of capital over the amount produced by the risk-based capital requirements of sections 1753.31 to 1753.43 of the Revised Code, and the formulas, schedules, and instructions referenced in sections 1753.31 to 1753.43 of the Revised Code, is desirable in the business of insurance. (2) Health insuring corporations, accordingly, should seek to maintain capital above the RBC levels required by sections 1753.31 to 1753.43 of the Revised Code. (3) Additional capital is used and is useful in the business of insurance, helping to secure a health insuring corporation against various risks inherent in, or affecting, the business of insurance, which risks are not accounted for or are only partially measured by the risk-based capital requirements of sections 1753.31 to 1753.43 of the Revised Code.
Ohio Rev. Code § 1706.09 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.09
§ 1706.09. Legal agents of limited liability companies
Status: in_force

October 24, 2024 Senate Bill 98 - 135th General Assembly (A) Each limited liability company and foreign limited liability company that has an effective registration as a foreign limited liability company under section 1706.511 of the Revised Code shall maintain continuously in this state an agent for service of process on the company. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state. (B)(1) The secretary of state shall not accept original articles of organization of a limited liability company or an original registration of a foreign limited liability company for filing unless both of the following accompany the articles or registration: (a) A written appointment of an agent as described in division (A) of this section that is signed by an authorized representative of the limited liability company or foreign limited liability company; (b) A written acceptance of the appointment that is signed by the designated agent on a form prescribed by the secretary of state. (2) In cases not covered by division (B)(1) of this section, the company shall appoint the agent described in division (A) of this section and shall file with the secretary of state, on a form prescribed by the secretary of state, a written appointment of that agent that is signed by an authorized representative of the company and a written acceptance of the appointment that is signed by the designated agent. (C)(1) The written appointment of an agent shall set forth the name and address in this state of the agent, including the street and number of the agent's primary residence in this state or, if the agent is not a natural person, the agent's usual place of business in this state, and shall otherwise be in such form as the secretary of state prescribes. The secretary of state shall keep a record of the names of limited liability companies and foreign limited liability companies, and the names and addresses of their respective agents. (2) As used in division (C)(1) of this section, "usual place of business" means a place in this state that is customarily open during normal business hours and where an individual is generally present who is authorized to perform the services of a registered agent, including accepting service of process and other notifications for the person serving as a statutory agent. "Usual place of business" does not include a post office box, regardless of whether that post office box has an associated street address. (D) If any agent described in division (A) of this section dies, resigns, or moves outside of this state, the limited liability company or foreign limited liability company shall appoint forthwith another agent and file with the secretary of state, on a form prescribed by the secretary of state, a written appointment of the agent and acceptance of appointment as described in division (B)(2) of this section. (E) If the agent described in division (A) of this section changes the agent's address from the address stated in the records of the secretary of state, the agent or the limited liability company or foreign limited liability company shall file forthwith with the secretary of state, on a form prescribed by the secretary of state, a written statement setting forth the new address. (F) An agent described in division (A) of this section may resign by filing with the secretary of state, on a form prescribed by the secretary of state, a written notice of resignation that is signed by the agent and by mailing a copy of that notice to the limited liability company or foreign limited liability company at the current or last known address of its principal office. The notice shall be mailed to the company on or prior to the date that the notice is filed with the secretary of state and shall set forth the name of the company, the name and current address of the agent, the current or last known address, including the street and number or other particular description, of the company's principal office, a statement of the resignation of the agent, and a statement that a copy of the notice has been sent to the company within the time and in the manner specified in this division. The authority of the resigning agent terminates thirty days after the filing of the notice with the secretary of state. (G) A limited liability company or foreign limited liability company may revoke the appointment of its agent described in division (A) of this section by filing with the secretary of state, on a form prescribed by the secretary of state, a written appointment of another agent and an acceptance of appointment in the manner described in division (B)(2) of this section and a statement indicating that the appointment of the former agent is revoked. (H)(1) Any legal process, notice, or demand required or permitted by law to be served upon a limited liability company may be served upon the company as follows: (a) By delivering a copy of the process, notice, or demand to the address of the agent in this state as contained in the records of the secretary of state; (b) If the agent described in division (A) of this section is a natural person, by delivering a copy of the process, notice, or demand to the agent. (2) If the agent described in division (A) of this section cannot be found or no longer has the address that is stated in the records of the secretary of state or the limited liability company or foreign limited liability company has failed to maintain an agent as required by this section and if the party or the agent or representative of the party that desires service of the process, notice, or demand files with the secretary of state an affidavit that states that one of those circumstances exists and states the most recent address of the company that the party who desires service has been able to ascertain after a diligent search, then the service of the process, notice, or demand upon the secretary of state as the agent of the company may be initiated by delivering to the secretary of state four copies of the process, notice, or demand accompanied by a fee of five dollars. The secretary of state shall give forthwith notice of that delivery to the company at either its principal office as shown upon the secretary of state's records or at any different address specified in the affidavit of the party desiring service and shall forward to the company at either address by certified mail, return receipt requested, a copy of the process, notice, or demand. Service upon the company is made when the secretary of state gives the notice and forwards the process, notice, or demand as set forth in division (H)(2) of this section. (I) The secretary of state shall keep a record of each process, notice, and demand that pertains to a limited liability company or foreign limited liability company and that is delivered to the secretary of state's office under this section or another law of this state that authorizes service upon the secretary of state in connection with a limited liability company or foreign limited liability company. In that record, the secretary of state shall record the time of each delivery of that type and the secretary of state's subsequent action with respect to the process, notice, or demand. (J) This section does not limit or affect the right to serve any process, notice, or demand upon a limited liability company or foreign limited liability company in any other manner permitted by law. (K) A written appointment of an agent or a written statement filed by a limited liability company or foreign limited liability company with the secretary of state shall be signed by an authorized representative of the company. (L) Upon the failure of a limited liability company or foreign limited liability company to continuously maintain a statutory agent or file a change of name or address of a statutory agent, the secretary of state shall give notice thereof by ordinary or electronic mail to the company at the electronic mail address provided to the secretary of state, or at the address set forth in the notice of resignation. Unless the default is cured within thirty days after the mailing by the secretary of state of the notice or within any further period of time that the secretary of state grants, upon the expiration of that period of time from the date of the mailing, the articles of the limited liability company or the registration of the foreign limited liability company shall be canceled without further notice or action by the secretary of state. The secretary of state shall make a notation of the cancellation on the secretary of state's records. A limited liability company or foreign limited liability company whose articles or registration has been canceled may be reinstated by filing, within two years of the cancellation, on a form prescribed by the secretary of state, an application for reinstatement and the required appointment of agent or required statement, and by paying the filing fee specified in division (Q) of section 111.16 of the Revised Code. The rights and privileges of a limited liability company or foreign limited liability company whose articles or registration has been reinstated are subject to section 1706.46 of the Revised Code. The secretary of state shall furnish the tax commissioner a monthly list of all limited liability companies and foreign limited liability companies canceled and reinstated under this division. Last updated August 28, 2024 at 4:32 PM
Ohio Rev. Code § 1761.02 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.02
§ 1761.02. Establishment, licensing and operation
Status: in_force

September 27, 2002 House Bill 506 - 124th General Assembly (A) A credit union share guaranty corporation may be established, licensed, and operated in compliance with this chapter. (B)(1) A credit union share guaranty corporation may be organized as a corporation under this chapter. Chapter 1701. or 1702. of the Revised Code, to the extent either is applicable and not in conflict with this chapter and those chapters of Title XXXIX of the Revised Code specified in division (A) of section 1761.04 of the Revised Code, applies to such corporation. A credit union share guaranty corporation shall only be authorized to do any of the following: (a) Engage in the business of guaranteeing payment of a credit union share account of an individual member of a credit union; (b) In accordance with division (B)(2) of this section, engage in the business of guaranteeing payment of a credit union share account of a nonmember of a credit union; (c) Otherwise issue or effect credit union share guaranty insurance. (2) For purposes of division (B) of this section, both of the following apply: (a) Nonmember share accounts are subject to guaranty provided by the credit union share guaranty corporation not exceeding twenty per cent of the aggregate share accounts of the participating credit union. (b) Nonmember share accounts are nonmember share accounts that are received by a participating credit union that has been designated by its supervisory authority as serving predominantly low-income members; share accounts of other credit unions; and, to the extent determined by the participating credit union's supervisory authority to be received by that credit union consistent with law, share accounts of public units or political subdivisions. For purposes of division (B)(2)(b) of this section, "supervisory authority" means, with respect to any credit union doing business in this state, the superintendent of financial institutions and, with respect to any credit union doing business in another state, the official who regulates credit unions in that state. (C) A credit union share guaranty corporation shall have the word "insurance" in its name. (D) Persons who receive from a credit union share guaranty corporation any commission, salary, or other emolument for services arising out of their association with the corporation shall not comprise a majority of the membership of the board of directors of the corporation. This division does not apply to persons who receive only an emolument consisting of fees or expense reimbursements for serving as a member of the board of directors of the corporation or of a committee of the board of directors. (E) A credit union share guaranty corporation organized as a nonprofit corporation under this chapter is exempt from all taxes and fees imposed by this state or any county, municipal corporation, local authority, or other subdivision, except that any real property owned by the nonprofit corporation is subject to taxation to the same extent according to its value as other real property is taxed. (F) Notwithstanding the provisions of section 5725.18 of the Revised Code, the capital deposits or contributions by participating credit unions shall not be included in the value of capital and surplus subject to the annual franchise tax payable by a credit union share guaranty corporation organized under this chapter nor shall any capital contributions, assessments, or fees received from participating credit unions for primary coverage by such credit union share guaranty corporation be included in the gross amount subject to the annual franchise tax. Any payment otherwise made under this division shall be in addition to any taxes due as an insurer under Title LVII of the Revised Code.
Ohio Rev. Code § 1733.325 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.325
§ 1733.325. Setting supervisory conference
Status: in_force

July 14, 1987 Senate Bill 149 - 117th General Assembly (A) If, at any time, the superintendent of credit unions has cause to believe that the actions or business practices of a credit union, its officers, or directors may cause harm to the credit union, its members or creditors, the superintendent may set a supervisory conference. The superintendent shall inform each director of the credit union of the date, time, and place of the supervisory conference. The directors of the credit union shall attend supervisory conferences set by the superintendent. Unless a director has a reasonable excuse for his refusal or failure to attend a supervisory conference, such refusal or failure shall be grounds for removal under section 1733.181 of the Revised Code. (B) At the supervisory conference, the superintendent shall inquire into the actions or business practices at issue. If it appears to the superintendent that such actions or business practices are likely to cause harm to the credit union, its members or creditors, the superintendent may negotiate and conclude an agreement with the credit union, its officers, or directors as to action that is to be taken by the credit union, its officers, or directors to correct or prevent the actions or business practices which are the subject of the supervisory conference. Such an agreement shall be reduced to writing as soon as possible after it is concluded, and may be modified or terminated by a subsequent agreement. (C) This section shall not be construed to mean that the superintendent cannot request a meeting with the management, board of directors, or agent of a credit union other than for the purpose of concluding a supervisory agreement.
Ohio Rev. Code § 1782.14 — Ohio Revised Code / Title 17 / Chapter 1782 / § 1782.14
§ 1782.14. Liability for false statement in certificate
Status: in_force

July 1, 1994 Senate Bill 74 - 120th General Assembly If any certificate of limited partnership, amendment, or cancellation contains a false statement of a material fact, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from all of the following: (A) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, that the statement was materially false at the time the certificate was executed; (B) Any general partner who knows or should have known that the statement had become materially false and who did not cancel or amend the certificate, or file a petition for its cancellation or amendment, within a sufficient time before the certificate was reasonably relied upon by another.
Ohio Rev. Code § 1716.21 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.21
§ 1716.21. Reporting or filing requirements on charitable organizations
Status: in_force

September 30, 2021 House Bill 110 - 134th General Assembly (A)(1) Except as provided in division (B) of this section or as specifically required or authorized by federal law, no agency or official of this state shall impose any filing or reporting requirement on a charitable organization, regulated or specifically exempted from regulation under Chapter 1716. of the Revised Code, that is more stringent, restrictive, or expansive than the requirements explicitly authorized by the Revised Code. (2) Division (A)(1) of this section shall not be construed as repealing or otherwise negating any rule or requirement already in existence as of the effective date of this section . (3) Division (A)(1) of this section shall not be construed as negating or limiting any of the following: (a) Any civil or criminal right, claim, or defense that the attorney general may assert under the Revised Code or common law; (b) The authority of the attorney general to institute and prosecute an action to enforce any provision of the Revised Code the attorney general is authorized to enforce; (c) The independent authority of the attorney general to protect charitable assets in this state. (B) This section does not apply to any of the following: (1) State grants and contracts; (2) Fraud investigations; (3) Any enforcement action taken against a specific charitable organization; (4) Settlement agreements; (5) Assurances of discontinuance; (6) Court judgments; (7) Entities operating under Chapter 2915. of the Revised Code. Last updated July 28, 2021 at 4:36 PM
Ohio Rev. Code § 1713.04 — Ohio Revised Code / Title 17 / Chapter 1713 / § 1713.04
§ 1713.04. Certificate subject to revocation
Status: in_force

September 29, 2015 House Bill 64 - 131st General Assembly A certificate of authorization provided for in section 1713.02 of the Revised Code is subject to revocation by the chancellor of higher education for cause pursuant to Chapter 119. of the Revised Code.
Ohio Rev. Code § 1776.07 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.07
§ 1776.07. Agent for service of process
Status: in_force

October 24, 2024 Senate Bill 98 - 135th General Assembly (A) Any partnership that maintains an effective statement of partnership authority under section 1776.33 of the Revised Code shall maintain continuously in this state an agent for service of process on the partnership. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state. (B)(1) The secretary of state shall not accept an original statement of partnership authority for filing unless the statement of partnership authority includes a written appointment of an agent as this section requires and a written acceptance of the appointment signed by the designated agent. (2) The written appointment of an agent shall set forth the name and address in this state of the agent, including the street and number of the agent's primary residence in this state or, if the agent is not a natural person, the agent's usual place of business in this state, and shall otherwise be in such form as the secretary of state prescribes. The secretary of state shall keep a record of the names of partnerships, and the names and addresses of their respective agents. (3) As used in division (B)(2) of this section, "usual place of business" means a place in this state that is customarily open during normal business hours and where an individual is generally present who is authorized to perform the services of a registered agent, including accepting service of process and other notifications for the person serving as a statutory agent. "Usual place of business" does not include a post office box, regardless of whether that post office box has an associated street address. (C) If an agent dies, resigns, or moves outside of this state, the partnership shall appoint forthwith another agent and file with the secretary of state an amendment to its statement of partnership authority appointing a new agent and including a written acceptance of the appointment that is signed by the designated agent. (D) If the address of an agent changes from that stated in the records of the secretary of state, the partnership forthwith shall file with the secretary of state an amendment to its statement of partnership authority setting forth the new address. (E) An agent may resign by filing a written and signed notice of resignation with the secretary of state on a form the secretary prescribes and mailing a copy of that notice to the partnership. The agent shall mail the copy of the notice to the partnership at the current or last known address of its principal office on or prior to the date that the agent files the notice with the secretary of state. The notice shall include the name of the partnership, the name and current address of the agent, the current or last known address, including the street and number or other particular description, of the partnership's principal office, a statement of the resignation of the agent, and a statement that a copy of the notice was provided to the partnership within the time and in the manner specified in this division. The resigning agent's authority terminates thirty days after filing the notice with the secretary of state. (F) A partnership may revoke the appointment of its agent by filing with the secretary of state an amendment to its statement of partnership authority indicating that the appointment of the former agent is revoked and that a new agent is appointed. A written acceptance signed by the new designated agent shall accompany the filing. (G)(1) Any legal process, notice, or demand required or permitted by law to be served upon a partnership with an effective statement of partnership authority may be served upon the partnership as follows: (a) If its agent is a natural person, by delivering a copy of the process, notice, or demand to the agent; (b) If its agent is not a natural person, by delivering a copy of the process, notice, or demand to the address of the agent in this state as contained in the records of the secretary of state. (2)(a) If its agent cannot be found or no longer has the address stated in the records of the secretary of state or the partnership has failed to maintain an agent as this section requires, and the party, agent, or representative that desires service files with the secretary of state an affidavit stating that one of those circumstances exists and the most recent address of the partnership ascertained after a diligent search, then service upon the secretary of state as the agent of the partnership may be initiated by delivering to the secretary of state four copies of the process, notice, or demand accompanied by a fee of not less than five and not more than seven dollars, as determined by the secretary of state. (b) The secretary of state forthwith shall give notice of that delivery to the partnership at either its principal office as shown upon the secretary of state's records or at any different address specified in the affidavit of the party desiring service and shall forward to the partnership at either address by certified mail, return receipt requested, a copy of the process, notice, or demand. (c) Service upon the partnership is made when the secretary of state gives the notice and forwards the process, notice, or demand as set forth in division (G)(2) of this section. (H) The secretary of state shall keep a record of each process, notice, and demand that pertains to a partnership and that is delivered to the secretary of state's office under this section or another law of this state that authorizes service upon the secretary of state in connection with a partnership. In that record, the secretary shall record the time of each delivery of that type and the secretary's subsequent action with respect to the process, notice, or demand. (I) Nothing in this section limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of, and not a limitation upon, the right otherwise existing of service of legal process. Last updated August 29, 2024 at 8:09 AM
Ohio Rev. Code § 1751.78 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.78
§ 1751.78. Application of provisions
Status: in_force

December 26, 2011 House Bill 218 - 129th General Assembly (A)(1) Sections 1751.77 to 1751.87 and Chapter 3922. of the Revised Code apply to any health insuring corporation that provides or performs utilization review services in connection with its policies, contracts, and agreements covering basic health care services and to any designee of the health insuring corporation, or to any utilization review organization that performs utilization review functions on behalf of the health insuring corporation in connection with policies, contracts, or agreements of the health insuring corporation covering basic health care services. (2) Nothing in sections 1751.77 to 1751.82 or section 1751.823 of the Revised Code shall be construed to require a health insuring corporation to provide or perform utilization review services in connection with health care services provided under a policy, plan, or agreement of supplemental health care services or specialty health care services. (B)(1) Each health insuring corporation shall be responsible for monitoring all utilization review and internal review activities carried out by, or on behalf of, the health insuring corporation and for ensuring that all requirements of sections 1751.77 to 1751.87 and Chapter 3922. of the Revised Code, and any rules adopted thereunder, are met. The health insuring corporation shall also ensure that appropriate personnel have operational responsibility for the conduct of the health insuring corporation's utilization review program. (2) If a health insuring corporation contracts to have a utilization review organization or other entity perform the utilization review functions required by sections 1751.77 to 1751.87 and Chapter 3922. of the Revised Code, and any rules adopted thereunder, the superintendent of insurance shall hold the health insuring corporation responsible for monitoring the activities of the utilization review organization or other entity and for ensuring that the requirements of those sections and rules are met.
Ohio Rev. Code § 1707.42 — Ohio Revised Code / Title 17 / Chapter 1707 / § 1707.42
§ 1707.42. Civil liability of adviser
Status: in_force

September 16, 2003 House Bill 7 - 125th General Assembly (A) Whoever, with intent to secure financial gain to self, advises and procures any person to purchase any security, and receives any commission or reward for the advice or services without disclosing to the purchaser the fact of the person's agency or interest in such sales, shall be liable to the purchaser for the amount of the purchaser's damage thereby, upon tender of the security to, and suit brought against, the adviser, by the purchaser. No suit shall be brought more than one year subsequent to the purchase. (B) Whoever acts as an investment adviser or investment adviser representative in violation of Chapter 1707. of the Revised Code shall be liable for damages resulting from the violation in an action at law in a court of competent jurisdiction. Damages may include consideration paid for the advice, any loss due to the advice, and all court costs, less the amount of any income received from the advice. No person may bring an action under this division more than five years after the rendering of investment advice or two years after discovery of facts constituting the violation, whichever is the shorter period.
Ohio Rev. Code § 1733.34 — Ohio Revised Code / Title 17 / Chapter 1733 / § 1733.34
§ 1733.34. Merger of credit unions
Status: in_force

September 11, 2008 Senate Bill 247 - 127th General Assembly (A) Any credit union may, with the approval of the superintendent of credit unions, merge with any other credit union under the existing charter of the other credit union, pursuant to any plan approved by the board of directors of each credit union joining in the merger, and approved by a majority of the members of each credit union represented at a meeting of members in person, by ballot, or by proxy, duly called for such purpose, at which a quorum of the entire membership is present, unless such meeting of members of either credit union has been waived by the superintendent. The superintendent may waive the members' vote if it is in the interest of the members, credit union, or for any other reason the superintendent deems proper. After such approval of the board and members of each credit union, the president or chairperson of the board and secretary of each credit union shall execute a certificate of merger, which shall set forth all of the following: (1) The time and place of the meeting of the board of directors at which the plan was agreed upon; (2) The vote in favor of adoption of the plan; (3) A copy of the resolution or other action by which the plan was agreed upon; (4) The time and place of the meeting of the members at which the plan agreed upon was approved; (5) The vote by which the plan was approved by the members. (B) Such certificates and a copy of the plan of merger agreed upon shall be forwarded to the superintendent and, upon approval, returned to the merging credit unions. (C) Upon any such merger so effected, all property, property rights, and interests of the merged credit unions shall vest in the surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations, and liabilities of the merged credit unions shall be deemed to have been assumed by the surviving credit union under whose charter the merger was effected. (D) This section shall be construed, whenever possible, to permit a credit union chartered under any other act to merge with one chartered under this act. (E) All persons and associations eligible for membership, as provided in section 1733.05 of the Revised Code, of both credit unions effecting a merger shall be deemed to have a common bond of association.
Ohio Rev. Code § 1735.02 — Ohio Revised Code / Title 17 / Chapter 1735 / § 1735.02
§ 1735.02. Capital required - investment of capital
Status: in_force

October 1, 1953 House Bill 1 - 100th General Assembly No title guarantee and trust company shall do business until its capital stock amounts to at least one hundred thousand dollars fully paid up, and until it has complied with section 1735.03 of the Revised Code. Except as provided in such section, such capital shall be invested as the board of directors of such company prescribes.
Ohio Rev. Code § 1751.03 — Ohio Revised Code / Title 17 / Chapter 1751 / § 1751.03
§ 1751.03. Verification of application
Status: in_force

May 20, 2014 Senate Bill 98 - 130th General Assembly (A) Each application for a certificate of authority under this chapter shall be verified by an officer or authorized representative of the applicant, shall be in a format prescribed by the superintendent of insurance, and shall set forth or be accompanied by the following: (1) A certified copy of the applicant's articles of incorporation and all amendments to the articles of incorporation; (2) A copy of any regulations adopted for the government of the corporation, any bylaws, and any similar documents, and a copy of all amendments to these regulations, bylaws, and documents. The corporate secretary shall certify that these regulations, bylaws, documents, and amendments have been properly adopted or approved. (3) A list of the names, addresses, and official positions of the persons responsible for the conduct of the applicant, including all members of the board, the principal officers, and the person responsible for completing or filing financial statements with the department of insurance, accompanied by a completed original biographical affidavit and release of information for each of these persons on forms acceptable to the department; (4) A full and complete disclosure of the extent and nature of any contractual or other financial arrangement between the applicant and any provider or a person listed in division (A)(3) of this section, including, but not limited to, a full and complete disclosure of the financial interest held by any such provider or person in any health care facility, provider, or insurer that has entered into a financial relationship with the health insuring corporation; (5) A description of the applicant, its facilities, and its personnel, including, but not limited to, the location, hours of operation, and telephone numbers of all contracted facilities; (6) The applicant's projected annual enrollee population over a three-year period; (7) A clear and specific description of the health care plan or plans to be used by the applicant, including a description of the proposed providers, procedures for accessing care, and the form of all proposed and existing contracts relating to the administration, delivery, or financing of health care services; (8) A copy of each type of evidence of coverage and identification card or similar document to be issued to subscribers; (9) A copy of each type of individual or group policy, contract, or agreement to be used; (10) The schedule of the proposed contractual periodic prepayments or premium rates, or both, accompanied by appropriate supporting data; (11) A financial plan which provides a three-year projection of operating results, including the projected expenses, income, and sources of working capital; (12) The enrollee complaint procedure to be utilized as required under section 1751.19 of the Revised Code; (13) A description of the procedures and programs to be implemented on an ongoing basis to assure the quality of health care services delivered to enrollees, including, if applicable, a description of a quality assurance program complying with the requirements of sections 1751.73 to 1751.75 of the Revised Code; (14) A statement describing the geographic area or areas to be served, by county; (15) A copy of all solicitation documents; (16) A balance sheet and other financial statements showing the applicant's assets, liabilities, income, and other sources of financial support; (17) A description of the nature and extent of any reinsurance program to be implemented, and a demonstration that errors and omission insurance and, if appropriate, fidelity insurance, will be in place upon the applicant's receipt of a certificate of authority; (18) Copies of all proposed or in force related-party or intercompany agreements with an explanation of the financial impact of these agreements on the applicant. If the applicant intends to enter into a contract for managerial or administrative services, with either an affiliated or an unaffiliated person, the applicant shall provide a copy of the contract and a detailed description of the person to provide these services. The description shall include that person's experience in managing or administering health care plans, a copy of that person's most recent audited financial statement, and a completed biographical affidavit on a form acceptable to the superintendent for each of that person's principal officers and board members and for any additional employee to be directly involved in providing managerial or administrative services to the health insuring corporation. If the person to provide managerial or administrative services is affiliated with the health insuring corporation, the contract must provide for payment for services based on actual costs. (19) A statement from the applicant's board that the admitted assets of the applicant have not been and will not be pledged or hypothecated; (20) A statement from the applicant's board that the applicant will submit monthly financial statements during the first year of operations; (21) The name and address of the applicant's Ohio statutory agent for service of process, notice, or demand; (22) Copies of all documents the applicant filed with the secretary of state; (23) The location of those books and records of the applicant that must be maintained, which books and records shall be maintained in Ohio if the applicant is a domestic corporation, and which may be maintained either in the applicant's state of domicile or in Ohio if the applicant is a foreign corporation; (24) The applicant's federal identification number, corporate address, and mailing address; (25) An internal and external organizational chart; (26) A list of the assets representing the initial net worth of the applicant; (27) If the applicant has a parent company, the parent company's guaranty, on a form acceptable to the superintendent, that the applicant will maintain Ohio's minimum net worth. If no parent company exists, a statement regarding the availability of future funds if needed. (28) The names and addresses of the applicant's actuary and external auditors; (29) If the applicant is a foreign corporation, a copy of the most recent financial statements filed with the insurance regulatory agency in the applicant's state of domicile; (30) If the applicant is a foreign corporation, a statement from the insurance regulatory agency of the applicant's state of domicile stating that the regulatory agency has no objection to the applicant applying for an Ohio license and that the applicant is in good standing in the applicant's state of domicile; (31) Any other information that the superintendent may require; (32) Documentation acceptable to the superintendent of the bond or securities required by section 1751.271 of the Revised Code. (B)(1) A health insuring corporation, unless otherwise provided for in this chapter or in section 3901.321 of the Revised Code, shall file a timely notice with the superintendent describing any change to the corporation's articles of incorporation or regulations, or any major modification to its operations as set out in the information required by division (A) of this section that affects any of the following: (a) The solvency of the health insuring corporation; (b) The health insuring corporation's continued provision of services that it has contracted to provide; (c) The manner in which the health insuring corporation conducts its business. (2) If the change or modification is to be the result of an action to be taken by the health insuring corporation, the notice shall be filed with the superintendent prior to the health insuring corporation taking the action. The action shall be deemed approved if the superintendent does not disapprove it within sixty days of filing. (3) The filing of a notice pursuant to division (B)(1) or (2) of this section shall also serve as the submission of a notice when required for the superintendent's review for purposes of section 3901.341 of the Revised Code, if the notice contains all of the information that section 3901.341 of the Revised Code requires for such submissions and a copy of any written agreement. The filing of such a notice, for the purpose of satisfying this division and section 3901.341 of the Revised Code, shall be subject to the sixty-day review period of division (B)(2) of this section. (C)(1) No health insuring corporation shall expand its approved service area until a copy of the request for expansion, accompanied by documentation of the network of providers, forms of all proposed or existing provider contracts relating to the delivery of health care services, a schedule of proposed contractual periodic prepayments and premium rates for group contracts accompanied by appropriate supporting data, enrollment projections, plan of operation, and any other changes have been filed with the superintendent. (2) Within seventy-five days after the superintendent's receipt of a complete filing under division (C)(1) of this section, the superintendent shall determine whether the plan for expansion is lawful, fair, and reasonable. If the superintendent has not approved or disapproved all or a portion of a service area expansion within the seventy-five-day period, the filing shall be deemed approved. (3) Disapproval of all or a portion of the filing shall be effected by written notice, which shall state the grounds for the order of disapproval and shall be given in accordance with Chapter 119. of the Revised Code. (D) The agent named under division (A)(21) of this section shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state.
Ohio Rev. Code § 1706.20 — Ohio Revised Code / Title 17 / Chapter 1706 / § 1706.20
§ 1706.20. Statement of denial
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly A person named in a filed statement of authority may deliver to the secretary of state for filing on a form prescribed by the secretary of state a statement of denial that does both of the following: (A) States the name and registration number of the limited liability company and the date of filing of the statement of authority to which the statement of denial pertains; (B) Denies the person's authority.
Ohio Rev. Code § 1724.03 — Ohio Revised Code / Title 17 / Chapter 1724 / § 1724.03
§ 1724.03. Regulations for government of corporation - board of directors
Status: in_force

September 29, 2013 House Bill 59 - 130th General Assembly (A) After the articles of incorporation have been filed, and at the first meeting of the board of directors of a county land reutilization corporation, the board shall adopt regulations for the government of the corporation, the conduct of its affairs, and the management of its property, consistent with law and the articles. The content of the regulations shall be governed by section 1702.11 of the Revised Code to the extent not inconsistent with this chapter. (B) The board of directors of a county land reutilization corporation shall be composed of five, seven, or nine members, including the county treasurer, at least two of the members of the board of county commissioners, one representative of the largest municipal corporation, based on the population according to the most recent federal decennial census, that is located in the county, one representative of a township with a population of at least ten thousand in the unincorporated area of the township according to the most recent federal decennial census, if at least two such townships exist in the county, and any remaining members selected by the treasurer and the county commissioners who are members of the corporation's board. The township representative shall be chosen by a majority of the boards of township trustees of townships with a population of at least ten thousand in the unincorporated area of the township according to the most recent federal decennial census. At least one board member shall have private sector or nonprofit experience in rehabilitation or real estate acquisitions. A county treasurer and the county commissioners each may appoint a representative, as a director of the corporation, to act for the officer at any of the meetings of the corporation. Except as may otherwise be authorized by the regulations of the corporation, all members of the board of directors shall serve without compensation, but shall be reimbursed for actual and necessary expenses.
Ohio Rev. Code § 1701.61 — Ohio Revised Code / Title 17 / Chapter 1701 / § 1701.61
§ 1701.61. Meetings of directors
Status: in_force

May 16, 2002 House Bill 278 - 124th General Assembly Unless otherwise provided in the articles, the regulations, or the bylaws, and subject to the exceptions, applicable during an emergency as that term is defined in section 1701.01 of the Revised Code, for which provision is made in division (F) of section 1701.11 of the Revised Code: (A) Meetings of the directors may be called by the chairperson of the board, the president, any vice-president, or any two directors. (B) Meetings of the directors may be held at any place within or without the state and, unless the articles or the regulations prohibit participation by directors at a meeting by means of communications equipment, meetings of the directors may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this division shall constitute presence at the meeting. (C) Notice of the place, if any, and time of each meeting of the directors shall be given to each director either by personal delivery or by mail, telegram, cablegram, overnight delivery service, or any other means of communication authorized by the director at least two days before the meeting. The notice need not specify the purposes of the meeting. (D) Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at the meeting.
Ohio Rev. Code § 1745.461 — Ohio Revised Code / Title 17 / Chapter 1745 / § 1745.461
§ 1745.461. Merger or consolidation into entity other than domestic unincorporated nonprofit association
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A)(1) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic unincorporated nonprofit association and, if so provided, one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic unincorporated nonprofit association. Pursuant to an agreement of consolidation, a domestic unincorporated nonprofit association together with one or more additional domestic or foreign entities may be consolidated into a new entity other than a domestic unincorporated nonprofit association to be formed by that consolidation. The merger or consolidation must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the manager or managers of each constituent unincorporated nonprofit association shall approve an agreement of merger or consolidation to be signed by the manager, the chairperson, the president, or a vice-president and by the secretary or an assistant secretary or, if there are no officers, by an authorized manager. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) In the case of a merger, that one or more specified constituent entities will be merged into a specified surviving foreign entity or surviving domestic entity other than a domestic unincorporated nonprofit association or, in the case of a consolidation, that the constituent entities will be consolidated into a new foreign entity or domestic entity other than a domestic unincorporated nonprofit association. The name of the surviving or new entity may be the same as or similar to that of any constituent entity. (c) The terms of the merger or consolidation and the mode of carrying those terms into effect; (d) If the surviving or new entity is a foreign unincorporated nonprofit association, all additional statements and matters, other than the name and address of the statutory agent, that would be required by section 1745.46 of the Revised Code if the surviving or new unincorporated nonprofit association were a domestic unincorporated nonprofit association; (e) The name and the form of entity of the surviving or new entity, the state under the laws of which the surviving entity exists or the new entity is to exist, and the location of the principal office of the surviving or new entity in that state; (f) 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 and, in the case of a consolidation, the new entity is to exist; (g) The consent of the surviving or the new entity to be sued and served with process in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new entity any obligation of any domestic constituent unincorporated nonprofit association. Such service shall be made upon the secretary of state by leaving duplicate copies of such process, together with an affidavit of the plaintiff or one of the plaintiff's attorneys, showing the last known address of such association, and a fee of up to five dollars that shall be included as taxable costs in the case of judicial proceedings. Upon receipt of such process, affidavit, and fee, the secretary of state shall immediately give notice to the association at the address specified in the affidavit and forward to such address by certified mail, with a request for return receipt, a copy of such process. (h) If the surviving or new entity is a foreign unincorporated nonprofit association that desires to transact business in this state as a foreign unincorporated nonprofit association, a statement to that effect, together with a statement regarding the appointment of a statutory agent and service of any process, notice, or demand upon that statutory agent or the secretary of state; (i) If the surviving or new entity is a foreign limited partnership that desires to transact business in this state as a foreign limited partnership, a statement to that effect, together with all of the information required under section 1782.49 of the Revised Code when a foreign limited partnership registers to transact business in this state; (j) If the surviving or new entity is a foreign limited liability company that desires to transact business in this state as a foreign limited liability company, a statement to that effect, together with all of the information required under section 1705.54 or 1706.511 of the Revised Code when a foreign limited liability company registers to transact business in this state; (k) If the surviving or new entity is a foreign unincorporated association that desires to transact business in this state as a foreign unincorporated association, a statement to that effect, together with all of the information, if any, required by the secretary of state when a foreign unincorporated association registers to transact business in this state. (4) The agreement of merger or consolidation also may set forth any additional provision permitted by the laws of any state under the laws of which any constituent entity exists, consistent with the laws under which the surviving entity exists or the new entity is to exist. (B) A merger or consolidation pursuant to this section in which a public benefit association is one of the constituent entities shall be subject to, and shall comply with, the provisions of divisions (B)(1)(b), (2), (3), and (4) of section 1745.46 of the Revised Code. Last updated September 10, 2021 at 9:02 AM
Ohio Rev. Code § 1761.17 — Ohio Revised Code / Title 17 / Chapter 1761 / § 1761.17
§ 1761.17. Taking possession of property and business of credit union share guaranty corporation
Status: in_force

March 23, 2015 House Bill 652 - 130th General Assembly (A) The superintendent of credit unions or the superintendent of insurance may forthwith take possession of the property and business of the credit union share guaranty corporation and retain possession until the corporation satisfies the superintendent that it will operate in conformity with this chapter whenever it appears to the superintendent that the corporation has done any of the following: (1) Failed to pay the annual fee required by division (B) of section 1761.04 of the Revised Code; (2) Not paid deficiencies up to the maximum guaranteed amount within the time frame set forth in section 1761.11 of the Revised Code; (3) Invested its funds in violation of section 1761.13 of the Revised Code; (4) Not collected required capital contributions, special assessments, or special premium assessments in accordance with section 1761.10 of the Revised Code; (5) Knowingly violated any cease-and-desist order; (6) Neglected or refused to submit any item specifically required by the superintendent under this chapter to the inspection of any examiner or other agent of the superintendent. (B) During the time the superintendent of credit unions retains possession of the property and business of the corporation pursuant to division (A) of this section, the superintendent shall perform the duties and carry out the obligations of the corporation. (C) Whenever the superintendent has taken possession of the property and business of the corporation, if it considers itself aggrieved thereby, the corporation may, within ten days after such taking, apply to the common pleas court of Franklin county to enjoin further proceedings. The court, after citing the superintendent to show cause why further proceedings should not be enjoined, and after a hearing and a determination of the facts upon the merits, may dismiss such application or enjoin the superintendent from further proceedings and direct the superintendent to surrender the property and business to the corporation, or make such further order as may be just. (D) An appeal may be taken from the judgment of the court by the superintendent or by the corporation in the manner provided by law for appeals from the judgment of a court of common pleas. An appeal from the judgment of the court shall not operate as a stay of the judgment unless the court, on good cause, so orders. (E) Any action by the superintendent of insurance to take possession of the property and business of a credit union share guaranty corporation shall be under Chapter 3903. of the Revised Code.
Ohio Rev. Code § 1717.07 — Ohio Revised Code / Title 17 / Chapter 1717 / § 1717.07
§ 1717.07. Salary of agents
Status: in_force

March 31, 2021 House Bill 24 - 133rd General Assembly Upon the approval by the mayor of a municipal corporation of the appointment of an agent under section 1717.06 of the Revised Code, the legislative authority of such municipal corporation shall pay monthly to such agent, from the general revenue fund of the municipal corporation, the salary that the legislative authority considers just and reasonable. Upon the approval by the probate judge of a county of such an appointment, the board of county commissioners of the county shall pay monthly to the agent, from the general fund of the county, or from the dog and kennel fund of the county, the salary that the board considers just and reasonable. Such board and such legislative authority may agree upon the amount each is to pay the agent monthly. The salary to be paid monthly to the agent by the legislative authority of a village shall be not less than twenty-five dollars; by the legislative authority of a city, not less than one hundred twenty-five dollars; and by the board of county commissioners of a county, not less than one hundred fifty dollars. Beginning January 1, 2020, and on the first day of January every five years thereafter, these minimum salary amounts shall increase by five dollars. Not more than one such agent in each county shall receive remuneration from the board under this section.
Ohio Rev. Code § 1716.16 — Ohio Revised Code / Title 17 / Chapter 1716 / § 1716.16
§ 1716.16. Civil actions to enforce chapter
Status: in_force

October 29, 1999 House Bill 59 - 123rd General Assembly (A) In addition to other remedies authorized by law, the attorney general may bring a civil action to enforce this chapter or any rule adopted under this chapter. The attorney general is not required to use any procedure prescribed in Chapter 119. of the Revised Code prior to exercising any remedy set forth in this section. (B) Upon a finding that any person has engaged or is engaging in any act or practice in violation of this chapter or any rule adopted under this chapter, a court may make any necessary order or enter a judgment including, but not limited to, an injunction, restitution, or an award of reasonable attorney's fees and costs of investigation and litigation, and may award to the state a civil penalty of not more than ten thousand dollars for each violation of this chapter or rule. In seeking injunctive relief, the attorney general shall not be required to establish irreparable harm but only shall establish a violation of a provision of this chapter or a rule adopted under this chapter or that the requested order promotes the public interest. (C) In any case in which the attorney general has authority to institute an action or proceeding under this chapter, the attorney general may accept an assurance of discontinuance of any method, act, or practice that is in violation of this chapter or any rule adopted under it, from any person alleged to be engaged in or to have engaged in the unlawful method, act, or practice. The assurance may include a stipulation for the voluntary payment by the person of the costs of investigation, or of an amount to be held in escrow pending the outcome of any action or as restitution to any aggrieved person or both. The assurance of discontinuance shall be in writing and shall be filed with the court of common pleas of Franklin county. Any evidence of a violation of the assurance of discontinuance shall be prima-facie evidence of a violation of this chapter or any rule adopted under it in any subsequent action or proceeding brought by the attorney general. Any matter that has been closed by the acceptance of an assurance of discontinuance may at any time be reopened by the attorney general for further proceedings in the public interest. (D) In addition to any other sanction imposed by law, any charitable organization, fund-raising counsel, professional solicitor, commercial co-venturer, or any of their agents, or any other person that violates the terms of an assurance of discontinuance, an injunction, or any other order or judgment entered by a court under this section, shall forfeit and pay to the state a civil penalty of not more than ten thousand dollars for each violation that may be recovered in a civil action brought by the attorney general. Each violation shall be a separate offense, except that in the case of a violation through continuing failure to obey, or neglect in obeying, the order, each day of continuance of the failure or neglect shall be considered a separate offense. (E) The civil penalties assessed under division (B) or (D) of this section or division (F) or (G) of section 1716.15 of the Revised Code shall be paid into the state treasury to the credit of the charitable law fund established under section 109.32 of the Revised Code.
Ohio Rev. Code § 1776.69 — Ohio Revised Code / Title 17 / Chapter 1776 / § 1776.69
§ 1776.69. Merger or consolidation of partnerships into another entity
Status: in_force

April 12, 2021 Senate Bill 276 - 133rd General Assembly (A) Pursuant to a written agreement of merger or consolidation between the constituent entities as this section provides, a domestic partnership and one or more additional domestic or foreign entities may merge into a surviving entity other than a domestic partnership, or a domestic partnership together with one or more additional domestic or foreign entities may consolidate into a new entity, other than a domestic partnership, that is formed by the consolidation. No merger or consolidation may be carried out pursuant to this section unless it is permitted by the Revised Code chapter under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (B) Any written agreement of any merger or consolidation shall set forth all of the following: (1) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (2) In the case of a merger, that one or more specified constituent domestic partnerships and other specified constituent entities will be merged into a specified surviving foreign entity or surviving domestic entity other than a domestic partnership, or, in the case of a consolidation, that the constituent entities will be consolidated into a new foreign entity or a new domestic entity other than a domestic partnership; (3) If the surviving or new entity is a foreign partnership, all statements and matters that section 1776.68 of the Revised Code would require if the surviving or new entity were a domestic partnership; (4) The name and the form of entity of the surviving or new entity, the state under the laws of which the surviving entity exists or the new entity is to exist, and the location of the principal office of the surviving or new entity; (5) Any additional statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists and, in the case of a consolidation, the new entity is to exist; (6) If the surviving or new entity is a foreign entity, the consent of the surviving or new foreign entity to be sued and served with process in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new foreign entity any obligation of any constituent domestic partnership or to enforce the rights of a dissenting partner of any constituent domestic partnership; (7) If the surviving or new entity is a foreign corporation that desires to transact business in this state as a foreign corporation, a statement to that effect, together with a statement regarding the appointment of a statutory agent and service of any process, notice, or demand upon that statutory agent or the secretary of state, as required when a foreign corporation applies for a license to transact business in this state; (8) If the surviving or new entity is a foreign limited partnership that desires to transact business in this state as a foreign limited partnership, a statement to that effect, together with all of the information required under section 1782.49 of the Revised Code when a foreign limited partnership registers to transact business in this state; (9) If the surviving or new entity is a foreign limited liability company that desires to transact business in this state as a foreign limited liability company, a statement to that effect, together with all of the information required under section 1705.54 or 1706.511 of the Revised Code when a foreign limited liability company registers to transact business in this state; (10) If the surviving or new entity is a foreign limited liability partnership that desires to transact business in this state as a foreign limited liability partnership, a statement to that effect, together with all of the information required under section 1776.86 of the Revised Code when a foreign limited liability partnership registers to transact business in this state. (C) The written agreement of merger or consolidation also may set forth any additional provision permitted by the laws of any state under the laws of which any constituent entity exists, consistent with the laws under which the surviving entity exists or the new entity is to exist. (D) To effect the merger or consolidation, the partners of each constituent domestic partnership shall adopt an agreement of merger or consolidation in the same manner and with the same notice to and vote or action of partners or of a particular class or group of partners as section 1776.68 of the Revised Code requires. The agreement of merger or consolidation also shall be approved or otherwise authorized by or on behalf of each constituent entity in accordance with the laws under which it exists. 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 an entity 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 surviving or new entity. (E)(1) At any time before filing the certificate of merger or consolidation pursuant to section 1776.70 of the Revised Code, if the agreement of merger or consolidation permits, 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. (2) The agreement of merger or consolidation may authorize 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 the partners may any 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) If the surviving or new entity is a partnership, alter or change any term of the partnership agreement of the surviving or new 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 partnership as would be in effect after the merger or consolidation; (c) If the surviving or new entity is a corporation or any other entity other than a partnership, alter or change any term of the articles or comparable instrument of the surviving or new corporation or entity, except for alterations or changes that otherwise could be adopted by the directors or comparable representatives of the surviving or new corporation or entity; (d) 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. Last updated September 10, 2021 at 9:55 AM