reglab/housing_qa huggingface dataset:
Ohio Rev Code § 1701.10 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.10 | Initial Directors Holding Organizational Meeting.

Effective: October 12, 2006|Latest Legislation:  House Bill 301 - 126th General Assembly|(A) After incorporation, all of the following apply:(1) If the initial directors are named in the articles, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by receiving subscriptions, appointing officers, adopting regulations, and carrying on any other business brought before the meeting.(2) If the initial directors are not named in the articles, the incorporator or incorporators either shall receive subscriptions as provided in division (A) of section 1701.09 of the Revised Code or shall hold an organizational meeting at the call of a majority of the incorporators to elect directors who shall complete the organization of the corporation as provided in division (A)(1) of this section. If subscriptions for shares are received by the incorporators, the incorporators, or a majority of them, shall give not less than seven days' written notice to the shareholders, unless written notice is waived by the shareholders, to meet at a specified time and place for the purposes of adopting regulations, electing directors, and transacting any other business. The shareholders shall meet for those purposes at the time and place specified.(3) Notwithstanding divisions (A)(1) and (2) of this section, if regulations have not been adopted within ninety days after the formation of the corporation, regulations may be adopted only as provided in section 1701.11 of the Revised Code.(B) Action required or permitted by this chapter to be taken by the incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.(C) An organizational meeting may be held in or out of this state.
Ohio Rev Code § 1701.12 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.12 | Liability for Non-Payment of Initial Stated Capital.

Effective: July 30, 1984|Latest Legislation:  House Bill 250 - 115th General Assembly|If an initial stated capital is set forth in its articles and a corporation commences business before there has been paid in the amount of that initial stated capital, no corporate transaction shall be invalidated thereby, but incorporators participating in such transaction before the election of directors, and directors participating therein, shall be jointly and severally liable for the debts of the corporation up to an amount not exceeding in the aggregate the amount by which the stated capital paid in at the time the corporation commenced business fails to equal the initial stated capital set forth in the articles, until the amount set forth in the articles has been paid in.
Ohio Rev Code § 1701.14 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.14 | Issuance of Shares and Release of Obligation of Subscriber.

Effective: January 9, 1961|Latest Legislation:  House Bill 1 - 104th General Assembly|Except as otherwise provided by law, the articles, or the regulations, the directors of a corporation may:(A) Determine the time when, the terms under which, and the considerations for which the corporation issues, disposes of, or receives subscriptions for, its shares, including treasury shares;(B) Determine, subject to the limitations provided in section 1701.35 of the Revised Code in the case of purchase of shares by the corporation, whether and upon what terms the obligation of any subscriber for shares shall be released, settled, or compromised.
Ohio Rev Code § 1701.17 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.17 | Sale of Shares to Corporation or Subsidiary Employees - Delegation of Authority.

Effective: October 12, 2006|Latest Legislation:  House Bill 301 - 126th General Assembly|(A) A corporation by its directors, upon terms as it may impose, may provide and carry out plans for the issuance, offering, or sale, or for the grant of options, to employees of the corporation or of subsidiary corporations, or to a trustee on their behalf, during the period of their employment or other period, of, or with respect to, any unissued shares, treasury shares, or shares to be purchased, which plans may provide for the payment for such shares at one time or in installments or for the establishment of special funds in which employees may participate. Shares otherwise subject to pre-emptive rights may be offered or sold under these plans only when released from pre-emptive rights.(B)(1) The directors, or a committee of the directors, may delegate the authority described in division (A) of this section to one or more officers if the resolution authorizing the delegation specifies the total number of shares or options that the officer or officers may award and the terms on which any shares may be issued, offered, or sold or the terms of any options.(2) The directors may not authorize any officer described in division (B)(1) of this section to designate that officer as a recipient of any shares or options with respect to shares.
Ohio Rev Code § 1701.19 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.19 | Determination of Fair Value of Property or Services.

Effective: October 12, 2006|Latest Legislation:  House Bill 301 - 126th General Assembly|(A) When a determination of the fair value to a corporation is made by the incorporators, directors, or shareholders with respect to consideration, other than cash, paid or to be paid to the corporation for shares; or made by the directors with respect to property voluntarily contributed to the corporation; or made by the directors with respect to physical assets of the corporation that are reckoned by the directors to have a fair value to the corporation in excess of the amount at which they are carried on its books; or provided for in a decree or order as provided in section 1701.75 of the Revised Code or set forth in an agreement of merger or consolidation adopted as provided in section 1701.78, 1701.79, 1701.80, or 1701.801 of the Revised Code, then the determination shall be conclusive in any action or proceeding in which it is claimed that the fair value to the corporation of such consideration or property is or was less than the value so determined, unless the party asserting a claim affirmatively proves by clear and convincing evidence, and otherwise than by proving the difference between the value of such consideration or property and the fair value so determined, that the determination was knowingly and intentionally made, by the persons making the determination, at a value greater than the fair value of such consideration or property to the corporation.(B) The making of an agreement to issue or dispose of shares for property or consideration other than cash or the issuance or disposition of shares in consummation of any agreement or transaction referred to in division (A) of this section shall be held to be a determination that the property or other consideration involved has a fair value to the corporation not less than the value required to justify the issuance or disposition of such shares.
Ohio Rev Code § 1701.20 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.20 | Enforcing Payment for Shares.

Effective: October 11, 1955|Latest Legislation:  House Bill 70 - 101st General Assembly|(A) When no provision as to time of payment for shares of a corporation is made in the contract of subscription or purchase, they shall be paid for on the call of the directors.(B) In case of default in the payment of any contract of subscription or purchase, the corporation may collect the amount unpaid, and in addition to other remedies, unless the contract of subscription or purchase otherwise provides, the corporation, thirty days after notice setting forth such default and the time and place of the proposed sale of his shares has been given to the subscriber or purchaser by registered mail, may sell his shares at public auction. Notice of the time and place of sale shall be published once, at least fifteen days prior to such sale, in a newspaper of general circulation in the county in which the principal office of the corporation is located. Any proceeds remaining after paying the amount due on the shares and the cost of sale shall be paid to the subscriber or purchaser.(C) If a receiver with power to collect debts due the corporation or a trustee in bankruptcy of the corporation has been appointed, all amounts unpaid on any contract of subscription or purchase shall be paid at such times and in such installments as such receiver or trustee, or the court appointing him, may direct, subject to the provisions of the contract.
Ohio Rev Code § 1701.21 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.21 | Conversion of Shares.

Effective: July 30, 1984|Latest Legislation:  House Bill 250 - 115th General Assembly|(A) By the express terms of shares of any class or series, such shares may be convertible into the same or a different number of shares of any other class or series. Such express terms may contain any statements not repugnant to law for the protection of such conversion rights, including, without limiting the generality of such authority: restrictions upon the authorization or issuance of additional shares; provisions for the adjustment of the conversion price or ratio; provisions concerning rights in the event of reorganization, merger, consolidation, or lease, sale, exchange, transfer or other disposition of all, or substantially all, of the assets of the corporation; provisions for the reservation of authorized but unissued shares to satisfy such conversion rights; and restrictions upon the declaration or payment of dividends or distributions. Such express terms may also include statements, not inconsistent with the provisions of section 1701.30 of the Revised Code, to provide that upon the exercise of conversion rights the stated capital of the corporation shall be created, increased, reduced, or eliminated in the manner, at the rate, or to the extent provided therein.(B) The corporation shall not issue any shares, with or without par value, which are convertible into shares having an aggregate par value greater than the aggregate stated capital of such convertible shares unless in each case immediately after the issuing of any of the convertible shares the corporation will have a surplus not less in amount than the excess of the aggregate par value of all the shares into which such convertible shares may be converted over the aggregate stated capital of all the outstanding convertible shares; and during the entire period that such conversion rights may be exercised, the corporation shall reserve from its surplus, solely for transfer to stated capital upon the exercise of such conversion rights, an amount equal at the time to the excess of the aggregate par value of all the shares into which the then outstanding convertible shares may be converted over the aggregate stated capital of such convertible shares; provided that the failure or inability of the corporation to maintain such reserve shall not affect the conversion rights of any outstanding convertible shares.
Ohio Rev Code § 1701.23 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.23 | Redemption of Shares.

Effective: October 16, 1961|Latest Legislation:  Senate Bill 11 - 104th General Assembly|(A) By the express terms of shares of any class or series, such shares may be redeemable, in whole at one time or in part from time to time, at the option of the corporation, or at a specified time or event, in such manner and upon such conditions, price, and notice as are provided in said express terms. The exercise of such right of redemption shall, however, be subject to the limitations provided in section 1701.35 of the Revised Code.(B) Unless otherwise provided in the articles, redemption of a part only of the outstanding shares on call shall be pro rata or by lot in such manner as the directors deem equitable.
Ohio Rev Code § 1701.25 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.25 | Statements on Certificate for Shares.

Effective: May 16, 2002|Latest Legislation:  House Bill 278 - 124th General Assembly|(A) Each certificate for shares of a corporation shall state:(1) That the corporation is organized under the laws of this state;(2) The name of the person to whom the shares represented by the certificate are issued;(3) The number of shares represented by the certificate;(4) If the shares of the corporation are classified, the designation of the class, and the series, if any, of the shares represented by the certificate;(5) On the face or the back of the certificate:(a) The express terms, if any, of the shares represented by the certificate and of the other class or classes and series of shares, if any, which the corporation is authorized to issue; or(b) A summary of such express terms; or(c) That the corporation will send to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor; or(d) That a copy of such express terms is attached to and by reference made a part of such certificate and that the corporation will send to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor if the copy has become detached from the certificate.(B) No restriction on the right to transfer shares and no reservation of lien on shares shall be effective against a transferee of such shares unless there has been compliance with section 1308.11 of the Revised Code, and unless, as to certificated securities, there is set forth on the face or the back of the certificate therefor:(1) A statement of the terms of such restriction or reservation; or(2) A summary of the terms of such restriction or reservation and a statement that the corporation will send to the shareholder a copy of such restriction or reservation without charge within five days after receipt of written request therefor; or(3) If such restriction or reservation is contained in the articles or regulations of the corporation, or in an instrument in writing to which the corporation is a party, a statement to that effect and a statement that the corporation will send to the shareholder a copy of such restriction or reservation without charge within five days after receipt of written request therefor; or(4) If such restriction or reservation is contained in an instrument in writing (other than the articles or regulations of the corporation or an instrument in writing to which the corporation is a party), a statement to that effect identifying the instrument by title, date, and parties.(C) A corporation shall send to a shareholder without charge within five days after receipt of written request therefor the copy or copies referred to in divisions (A)(5)(c) and (d) and (B)(2) and (3) of this section by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the copy or copies are sent.
Ohio Rev Code § 1701.26 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.26 | Transfer Agents and Registrars.

Effective: October 11, 1955|Latest Legislation:  House Bill 70 - 101st General Assembly|A corporation may open transfer books in any state for the purpose of transferring shares issued by it, and it may employ agents to keep the records of its shares, or to transfer or to register shares, or both, in any state, and the acts of such agents shall be binding on the corporation. The duties and liabilities of such agents shall be such as are agreed to by the corporation. If no such transfer agent is appointed by it to act in this state, the corporation shall keep an office in this state at which shares are transferable, and at which it keeps books in which are recorded the names and addresses of all shareholders and all transfers of shares.
Ohio Rev Code § 1701.27 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.27 | Replacement of Lost, Stolen or Destroyed Certificate.

Effective: January 1, 1998|Latest Legislation:  House Bill 170 - 122nd General Assembly|(A) In case a certificate for shares is lost, stolen, or destroyed, the court of common pleas or the probate court of the county in which the principal office of the corporation is located shall have jurisdiction to hear and determine all questions respecting such loss, theft, or destruction, the person interested therein, the bond required to be given to protect the corporation or any person injured by the execution and delivery of a new certificate, the terms on which a new certificate shall be executed and delivered, and the costs and counsel fees, if any, to be allowed to the corporation.(B) A corporation which voluntarily and in good faith executes and delivers a new certificate in lieu of one believed to have been lost, stolen, or destroyed, or which executes and delivers a new certificate in compliance with an order of a court of competent jurisdiction, may recognize the person named in the new certificate, or any certificate thereafter executed and delivered in exchange or substitution for such new certificate, as the owner of the shares described therein for all purposes, until the owner of the original certificate, or a transferee thereof without notice and for value, enjoins the corporation and the holder of any new certificate, or any certificate executed and delivered in exchange or substitution for such new certificate, from so acting.(C) Special provisions in section 1308.41 of the Revised Code relating to the replacement of lost, apparently destroyed, or wrongfully taken securities shall govern to the exclusion of the provisions of this section on this subject, except where it clearly appears that a special provision is cumulative, in which case it and the provisions of this section on the same subject shall apply.
Ohio Rev Code § 1701.29 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.29 | Organizing and Financing Expenses.

Effective: October 11, 1955|Latest Legislation:  House Bill 70 - 101st General Assembly|A corporation may pay as cost of organization or reorganization the reasonable expenses incident thereto, and it may also pay or allow reasonable expenses, compensation, or discount for the sale, underwriting, or purchase of any of its shares; such payment or allowance shall not have the effect of rendering shares not fully paid and nonassessable.
Ohio Rev Code § 1701.31 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.31 | Reduction of Stated Capital.

Effective: July 30, 1984|Latest Legislation:  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 § 1701.34 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.34 | Recovery of Unclaimed Dividend or Distribution.

Effective: July 30, 1984|Latest Legislation:  House Bill 250 - 115th General Assembly|If a corporation has declared a cash dividend or distribution on any shares and has mailed to a shareholder at his address appearing on the records of the corporation a valid check in the amount of the dividend or distribution to which such shareholder is entitled, and such check would have been honored if duly presented to the bank on which it is drawn, no action for the recovery of such dividend or distribution or the amount thereof shall be brought by the shareholder or other person entitled to such dividend or distribution more than six years after the date of mailing the check.