reglab/housing_qa huggingface dataset:
Ohio Rev Code § 1701.77 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.77 | Judicial Sale of Property.

Effective: October 11, 1955|Latest Legislation:  House Bill 70 - 101st General Assembly|Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at public or private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equitable and proper, but it shall not be necessary to appraise such property or to advertise the sale thereof otherwise than as the court adjudges or decrees.
Ohio Rev Code § 1701.80 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.80 | Merger Into Domestic or Foreign Parent Corporation.

Effective: May 16, 2002|Latest Legislation:  House Bill 278 - 124th General Assembly|(A) Pursuant to an agreement of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704. of the Revised Code do not prevent the merger from being effected, one or more domestic or foreign subsidiaries may be merged into a domestic or foreign parent corporation, provided that the parent owns ninety per cent or more of each class of the outstanding shares of each subsidiary, that at least one constituent corporation is a domestic corporation, and that, in the case of a domestic parent, the conditions set forth in divisions (D)(1), (2), (3), and (4) of section 1701.78 of the Revised Code do not exist.(B) The agreement of merger shall set forth the designation and the number of the outstanding shares of each class of each subsidiary constituent corporation and the number of shares of each such class owned by the surviving corporation. It shall also set forth any statements and matters that are required, and may set forth any provision that is permitted, in a merger under section 1701.78 of the Revised Code if the surviving corporation is a domestic corporation or under section 1701.79 of the Revised Code if the surviving corporation is a foreign corporation.(C)(1) To effect the merger, the agreement shall be approved by the directors of each domestic constituent corporation, but it need not be adopted by the shareholders of any domestic constituent corporation. If any constituent corporation is a foreign corporation, the agreement shall be approved or otherwise authorized by or on behalf of each foreign constituent corporation in accordance with the laws of the state under which it exists.(2) Within twenty days after the approval of the agreement of merger by the directors of each domestic constituent corporation, the surviving corporation shall deliver or send notice of such approval and copy or summary of the agreement to each shareholder of each domestic constituent corporation, other than the surviving corporation, of record as of the date on which the directors of the surviving corporation approved the agreement by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent.(D) The approval of the agreement of merger by the directors of a domestic constituent corporation under this section constitutes adoption by that corporation.
Ohio Rev Code § 1701.801 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.801 | Merging Into Domestic Subsidiary Corporation.

Effective: May 16, 2002|Latest Legislation:  House Bill 278 - 124th General Assembly|(A) Pursuant to an agreement of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704. of the Revised Code do not prevent the merger from being effected, one or more domestic or foreign corporations may be merged into a domestic corporation, provided that the domestic surviving corporation is a subsidiary of one of the constituent corporations and that the parent constituent corporation owns ninety per cent or more of each class of the outstanding shares of the surviving subsidiary corporation.(B) The agreement of merger shall set forth the designation and the number of the outstanding shares of each class of the surviving subsidiary corporation and the number of shares of each such class owned by the parent constituent corporation. It shall also set forth any statements and matters that are required, and may set forth any provision that is permitted, in a merger under section 1701.78 of the Revised Code.(C)(1) To effect the merger, the agreement shall be approved by the directors of each domestic constituent corporation and shall be adopted by the shareholders of each domestic constituent corporation in the same manner and with the same notice to and vote of shareholders or holders of a particular class of shares as is required by section 1701.78 of the Revised Code, except that the agreement need not be adopted by the shareholders of the surviving subsidiary corporation. If any constituent corporation is a foreign corporation, the agreement shall be approved or otherwise authorized by or on behalf of each foreign constituent corporation in accordance with the laws of the state under which it exists.(2) Within twenty days after the approval of the agreement of merger by the directors of the surviving subsidiary corporation, the surviving corporation shall deliver or send notice of such approval and a copy or summary of the agreement to each shareholder of the surviving corporation, other than the parent of the surviving corporation, of record as of the date on which the directors of the surviving corporation approved the agreement by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent.(D) The approval of the agreement of merger by the directors of the surviving subsidiary corporation under this section constitutes adoption by the corporation.
Ohio Rev Code § 1701.83 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.83 | Effecting a Combination or Majority Share Acquisition.

Effective: July 17, 1970|Latest Legislation:  Senate Bill 158 - 108th General Assembly|(A) To effect a combination or majority share acquisition, the directors of the acquiring corporation shall authorize such transaction. If the articles or regulations of the acquiring corporation require such transaction to be authorized by its shareholders, or if such transaction involves the issuance or transfer by the acquiring corporation of such number of its shares as entitle the holders to exercise one-sixth or more of the voting power of such corporation in the election of directors immediately after the consummation of such transaction, the transaction shall also be authorized by the shareholders of the acquiring corporation at a meeting held for the purpose, by the affirmative vote of the holders of shares entitling them to exercise two-thirds of the voting power of the acquiring corporation on such proposal or such different proportion as the articles provide, but not less than a majority, and by such affirmative vote of the holders of shares of any particular class as is required by the articles of such corporation. Notice of the meeting of the shareholders shall be given to all shareholders, whether or not entitled to vote thereat. Such notice shall be accompanied by a copy or summary of the terms of proposed combination or majority share acquisition.(B) The directors of the acquiring corporation may abandon such combination or majority share acquisition, if authorized to do so by the terms of the combination or majority share acquisition.(C) An action to set aside any combination or majority share acquisition on the ground that any section of the Revised Code applicable thereto has not been complied with, shall be brought within ninety days after the completion of such transaction, or be forever barred.
Ohio Rev Code § 1701.881 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.881 | Notice of Rejection of Claim; Offer of Security.

Effective: May 4, 2012|Latest Legislation:  House Bill 48 - 129th General Assembly|(A) A corporation that has given notice under division (A) of section 1701.87 of the Revised Code may reject, in whole or in part, any matured claim made by a claimant by sending notice of the rejection by certified or registered mail, return receipt requested, to the claimant within ninety days after receipt of the claim and at least thirty days before the expiration of the five-year period specified in division (A) of section 1701.88 of the Revised Code. A notice sent pursuant to this section shall include or be accompanied by a copy of this division and of section 1701.89 of the Revised Code. A claim against a corporation is barred if a claimant whose claim is rejected by the corporation does not commence an action to enforce the claim within thirty days after the corporation mails the rejection notice. (B) A corporation that has given notice under division (A) of section 1701.87 of the Revised Code may offer security to any claimant whose claim is contingent, conditional, or unmatured as the corporation determines is sufficient to provide compensation to the claimant if the claim matures. The corporation shall send the corporation's offer to the claimant by certified or registered mail, return receipt requested, within ninety days after receipt of the claim and at least thirty days before the expiration of the five-year period specified in division (A) of section 1701.88 of the Revised Code. A notice sent pursuant to this section shall include or be accompanied by a copy of this division and of section 1701.89 of the Revised Code. If the claimant offered the security does not deliver to the corporation a written notice rejecting the offer within thirty days after the corporation mails the offer for security, the claimant shall be deemed to have accepted the security as the sole source from which to satisfy claimant's claim against the corporation.(C) A corporation that has given notice under division (A) of section 1701.87 of the Revised Code may file an application with the court having jurisdiction under section 1701.89 of the Revised Code for a determination of the amount and form of insurance or other security that satisfies both of the following requirements:(1) The insurance or other security will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to this section.(2) The insurance or other security will be reasonably likely to be sufficient to provide compensation for claims that have not been made known to the corporation or that have not arisen but that, based on the facts known to the corporation, are likely to arise or to become known to the corporation within five years after the date of dissolution or such longer period of time as the directors or a court acting under section 1701.89 of the Revised Code may determine, not to exceed ten years after the date of dissolution.
Ohio Rev Code § 1701.882 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.882 | Satisfaction of Obligations; Payments.

Effective: May 4, 2012|Latest Legislation:  House Bill 48 - 129th General Assembly|(A) A dissolved corporation shall do all of the following: (1) Pay the claims made and not rejected under division (A) of section 1701.881 of the Revised Code;(2) Post the security offered and not rejected under division (B) of section 1701.881 of the Revised Code;(3) Post security ordered by the court in any proceeding under division (C) of section 1701.881 of the Revised Code;(4) Make any payment required by a court acting under section 1701.89 of the Revised Code;(5) Pay or make provision by insurance or otherwise for all other claims that are mature, known, and uncontested or that have been finally determined to be owing by the corporation and any other claims described in division (C)(2) of section 1701.881 of the Revised Code.(B) A corporation shall pay in full any claims and liabilities or provide for those payments in full by insurance or otherwise if the corporation has sufficient assets. If the corporation does not have sufficient assets, a corporation shall pay claims and liabilities or provide for those payments by insurance or otherwise in order of their priority. Among claims of equal priority, the corporation shall apportion those payments to the extent of funds legally available for the payment of those claims. Any remaining assets shall be distributed to the shareholders of the corporation according to their respective rights and preferences.(C) In the absence of fraud, the judgment of the board of directors of the dissolved corporation as to the provision the corporation made for the payment of all claims under division (A)(5) of this section shall be conclusive.
Ohio Rev Code § 1701.883 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.883 | Liability of Shareholder of Dissolved Corporation.

Effective: May 4, 2012|Latest Legislation:  House Bill 48 - 129th General Assembly|(A) The dissolution of a corporation shall not affect the limited liability of a shareholder with respect to transactions occurring or acts or omissions done or omitted in the name of or by the corporation. (B) A shareholder who receives a distribution of assets from a dissolved corporation shall not be liable for any claim against the corporation in an amount in excess of the amount of shareholder's pro rata share of the claim or the amount distributed to the shareholder, whichever is less. The aggregate liability of any shareholder for claims against a dissolved corporation shall not exceed the amount distributed to that stockholder after the dissolution.(C) A shareholder of a dissolved corporation, the assets of which were distributed pursuant to this chapter, may be liable for a claim against the corporation only if an action on that claim is commenced before expiration of the period specified in division (B)(2) of section 1701.88 of the Revised Code.
Ohio Rev Code § 1701.90 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.90 | Receiver for Winding Up Affairs of Corporation.

Effective: May 4, 2012|Latest Legislation:  House Bill 48 - 129th General Assembly|(A) Whenever, after a corporation is dissolved voluntarily or the articles of a corporation have been cancelled or the period of existence of a corporation has expired, a receiver is appointed to wind up the affairs of the corporation, all the claims, demands, rights, interests, or liens of creditors, claimants, and shareholders shall be determined as of the day on which the receiver was appointed unless those claims, demands, rights, interests, or liens have already been determined under section 1701.881 of the Revised Code. Unless it is otherwise ordered, such appointment vests in the receiver and the receiver's successors the right to the immediate possession of all the property of the corporation, which shall, if so ordered, execute and deliver conveyances of such property to the receiver or the receiver's nominee. (B) Any officer, director, shareholder, or other person, whether a resident of the state or a non-resident and however interested, may be appointed as receiver.(C) Unless otherwise ordered, the receiver shall have all the authority vested in the directors and officers of the corporation, shall exercise such authority subject to such orders as are made by the court, and may be required to qualify by giving bond to the state in such amount as the court fixes, with surety to the satisfaction of the clerk of the court, conditioned for the faithful discharge of the receiver's duties and for a due accounting for all money or property received by the receiver.
Ohio Rev Code § 1701.911 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.911 | Provisional Director - Appointment, Duties, Qualifications.

Effective: May 4, 2012|Latest Legislation:  House Bill 48 - 129th General Assembly|(A) Upon the complaint of not less than one-fourth of the directors of a corporation or upon the complaint of the holders of shares entitling them to exercise not less than one-fifth of the voting power of a corporation in the election of directors, the court of common pleas of the county in which the corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for such an appointment. No appointment shall be made until a hearing is held by the court. Notice of the hearing shall be given to each director and the secretary of the corporation in any manner that the court may direct. If directed by the court, the notice also shall be given to each of the shareholders. The complainants shall establish at the hearing that, because of irreconcilable differences among the existing directors or because there are no directors and the shareholders are unable to elect any directors, the continued operation of the corporation has been substantially impeded or made impossible. (B) A provisional director shall have the same rights and duties as other directors and shall serve until removed by the appointing court or by the holders of shares entitling them to exercise a majority of the voting power of the corporation in the election of directors, or until the provisional director's earlier resignation or death. If the provisional director dies or resigns, the court, pursuant to divisions (A) and (C) of this section, may appoint a replacement provisional director, upon its own motion and without the filing of a complaint for the appointment of a provisional director. If the appointing court finds that the irreconcilable differences no longer exist, it shall order the removal of the provisional director.(C) No person shall be appointed as a provisional director unless the person is generally conversant with corporate affairs, has no legal or equitable interest in the shares or obligations of the corporation of which the person is to be appointed a director, and is not indebted to such corporation. The compensation of a provisional director shall be determined by agreement with the corporation for which the provisional director is serving, subject to the approval of the appointing court, except that the appointing court may fix the provisional director's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.(D) A proceeding concerning the appointment of a provisional director of a corporation is a special proceeding, and final orders issued in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.
Ohio Rev Code § 1701.921 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.921 | Persons Performing Services to Corporation or Shareholders.

Effective: October 12, 2006|Latest Legislation:  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 § 1701.93 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1701 | General Corporation Law|Section 1701.93 | False Statement or Entry.

Effective: May 16, 2002|Latest Legislation:  House Bill 278 - 124th General Assembly|(A) No officer, director, employee, or agent of a corporation shall, either alone or with another or others, with intent to deceive:(1) Make, issue, deliver, publish, or send by mail or by any other means of communication any prospectus, report, circular, certificate, statement, balance sheet, exhibit, or document, respecting the shares, assets, liabilities, capital, business, dividends or distributions, earnings, or accounts of a corporation, that is false in any material respect, knowing the statement to be false;(2) Having charge of any books, minutes, records, or accounts of a corporation, make in them any entry that is false in any material respect, knowing the entry to be false, or remove, erase, alter, or cancel any entry in them, knowing that the entries resulting from them will be false.(B) Whoever violates this section shall be personally liable, jointly and severally, with all other persons participating with the offender in any act of that type, to any person for any damage actually suffered and proximately resulting from the act.(C) No action to enforce a liability under this section shall be brought after four years from the time of the act complained of.(D) Remedies under this section are not exclusive of other remedies at common law or under other statutes.