reglab/statecodes huggingface dataset:
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.50 | Inspectors of Elections.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
(A) Unless the articles or the regulations otherwise provide:
(1) The directors, in advance of any meeting of shareholders, may appoint inspectors of election to act at such meeting or any adjournment thereof;
(2) If inspectors are not so appointed, the officer or person acting as chairman of any such meeting may, and on the request of any shareholder or his proxy shall, make such appointment;
(3) In case any person appointed as inspector fails to appear or to act, the vacancy may be filled by appointment made by the directors in advance of the meeting, or at the meeting by the officer or person acting as chairman.
(B) If there are three or more inspectors, the decision, act, or certificate of a majority of them shall be effective in all respects as the decision, act, or certificate of all.
(C) The inspectors shall determine the number of shares outstanding, the voting rights with respect to each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies; receive votes, ballots, consents, waivers, or releases; hear and determine all challenges and questions arising in connection with the vote; count and tabulate all votes, consents, waivers, and releases; determine and announce the result; and do such acts as are proper to conduct the election or vote with fairness to all shareholders.
(D) On request, the inspectors shall make a report in writing of any challenge, question, or matter determined by them and execute a certificate of any fact found by them.
(E) The certificate of the inspectors shall be prima-facie evidence of the facts stated therein and of the vote as certified by them.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.51 | Quorum at Shareholders' Meetings.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) 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 otherwise provide, the shareholders present in person, by proxy, or by the use of communications equipment at any meeting of shareholders shall constitute a quorum for such meeting, but no action required by law, the articles, or the regulations to be authorized or taken by the holders of a designated proportion of the shares of any particular class or of each class, may be authorized or taken by a lesser proportion.
(B) Unless the articles or the regulations otherwise provide, the holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, may adjourn such meeting from time to time.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.52 | Vote of Shareholders Required - Proportion.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
Notwithstanding any provision in sections 1701.01 to 1701.98, inclusive, of the Revised Code requiring for any purpose the vote, consent, waiver, or release of the holders of a designated proportion (but less than all) of the shares of any particular class or of each class, the articles may provide that for such purpose the vote, consent, waiver, or release of the holders of a greater or lesser proportion of the shares of such particular class or of each class shall be required, but unless otherwise expressly permitted by such sections such proportion shall be not less than a majority.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.53 | Vote of Shareholders Required for Rescission or Revocation.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
The authorization or taking of any action by vote, consent, waiver, or release of the shareholders may be rescinded or revoked by the same vote, consent, waiver, or release as at the time of rescission or revocation would be required to authorize or take such action in the first instance, subject to the contract rights of other persons.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.54 | Action by Shareholders or Directors Without a Meeting.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) 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 prohibit the authorization or taking of any action of the shareholders or of the directors without a meeting, any action that may be authorized or taken at a meeting of the shareholders or of the directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by all the shareholders who would be entitled to notice of a meeting of the shareholders held for such purpose, or all the directors, respectively, which writing or writings shall be filed with or entered upon the records of the corporation. Any certificate with respect to the authorization or taking of any such action that is required to be filed in the office of the secretary of state shall recite that the authorization or taking of such action was in a writing or writings approved and signed as specified in this section.
(B) A telegram, cablegram, electronic mail, or an electronic or other transmission capable of authentication that appears to have been sent by a person described in division (A) of this section and that contains an affirmative vote or approval of that person is a signed writing for the purposes of this section. The date on which that telegram, cablegram, electronic mail, or electronic or other transmission is sent is the date on which the writing is signed.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.55 | Election of Directors - Cumulative Voting.

Effective:
September 30, 2008
Latest Legislation:
House Bill 374 - 127th General Assembly
(A) At a meeting of shareholders at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors.
(B) Unless the articles set forth alternative election standards, at all elections of directors, the candidates receiving the greatest number of votes shall be elected.
(C) Unless the articles provide that no shareholder of a corporation may cumulate the shareholder's voting power, each shareholder has the right to vote cumulatively if notice in writing is given by any shareholder to the president, a vice-president, or the secretary of a corporation, not less than forty-eight hours before the time fixed for holding a meeting of the shareholders for the purpose of electing directors if notice of the meeting has been given at least ten days before the meeting, and, if the ten days' notice has not been given, not less than twenty-four hours before the meeting time, that the shareholder desires that the voting at such election shall be cumulative, provided that an announcement of the giving of that notice is made upon the convening of the meeting by the chairperson or secretary or by or on behalf of the shareholder giving the notice.
(D) Unless the articles provide that no shareholder of a corporation may cumulate the shareholder's voting power, each shareholder has the right, subject to the notice requirements contained in division (C) of this section, to cumulate the voting power the shareholder possesses and to give one candidate as many votes as the number of directors to be elected multiplied by the number of the shareholder's votes equals, or to distribute the shareholder's votes on the same principle among two or more candidates, as the shareholder sees fit.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.56 | Number and Qualifications of Directors - Provisional Director.

Effective:
July 6, 2016
Latest Legislation:
Senate Bill 181 - 131st General Assembly
(A) Except as provided in division (B) of this section and section 1701.911 of the Revised Code:
(1) The number of directors may be fixed by the articles or the regulations, but the number so fixed shall not be less than one.
(2) Unless the articles or the regulations fix the number of directors or provide the manner in which such number may be fixed or changed by the shareholders, the number may be fixed or changed to a number not less than one at a meeting of the shareholders called for the purpose of electing directors at which a quorum is present, by the affirmative vote of the holders of a majority of the shares which are represented at the meeting and entitled to vote on the proposal. In addition to the authority of the shareholders to fix or change the number of directors and the manner in which such number may be fixed or changed, the articles or the regulations may authorize the directors to change the number of directors, may specify the manner in which the directors are to change the number of directors and limitations upon the directors' use of this authority, and may authorize the directors who are in office to fill any director's office that is created by an increase in the number of directors. No reduction in the number of directors shall of itself have the effect of shortening the term of any incumbent director.
(3) The directors shall be natural persons of at least eighteen years of age and shall have such qualifications, if any, as are stated in the articles or the regulations.
(4) The directors may elect a chairperson of the board who shall be a director. Unless otherwise provided in the articles or regulations or in a resolution of the directors, the chairperson of the board is not an officer of the corporation.
(B) The court of common pleas of the county in which a corporation maintains its principal office may, pursuant to division (A) of section 1701.911 of the Revised Code, order the appointment of a provisional director for the corporation without regard to the number or qualifications of directors stated in the articles or regulations of the corporation.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.57 | Term and Classification of Directors.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) 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 provide for a different term (which may not exceed three years from the date of election and until a successor is elected), each director shall hold office until the next annual meeting of the shareholders and until a successor is elected, or until the director's earlier resignation, removal from office, or death.
(B) 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 may provide:
(1) For the classification of directors into either two or three classes consisting of not less than three directors each, provided that where all shares of a corporation entitled to elect a class of directors are owned of record by one or two shareholders, the number of directors of each class may be less than three, but not less than the number of shareholders entitled to elect directors of such class;
(2) That the terms of office of the several classes need not be uniform, except that no term shall exceed the maximum period specified in division (A) of this section.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.61 | Meetings of Directors.

Effective:
May 16, 2002
Latest Legislation:
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.62 | Quorum for Directors' Meeting.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
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 otherwise provide, 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 majority of the whole authorized number of directors is necessary to constitute a quorum for a meeting of the directors, except that a majority of the directors in office constitutes a quorum for filling a vacancy in the board. The act of a majority of the directors present at a meeting at which a quorum is present is the act of the board, unless the act of a greater number is required by the articles, the regulations adopted by the shareholders, the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code, or the bylaws.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.63 | Executive and Other Committees of Directors - Subcommittees.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) The regulations may provide for the creation by the directors of an executive committee or any other committee of the directors, to consist of one or more directors, and may authorize the delegation to any such committee of any of the authority of the directors, however conferred, other than the authority of filling vacancies among the directors or in any committee of the directors and other than the authority to adopt, amend, or repeal regulations.
(B) The directors may appoint one or more directors as alternate members of any committee described in division (A) of this section, who may take the place of any absent member or members at any meeting of the particular committee.
(C) Each committee described in division (A) of this section shall serve at the pleasure of the directors, shall act only in the intervals between meetings of the directors, and shall be subject to the control and direction of the directors.
(D) Unless otherwise provided in the regulations or ordered by the directors, any committee described in division (A) of this section may act by a majority of its members at a meeting or by a writing or writings signed by all of its members.
(E) Unless participation by members of any committee described in division (A) of this section at a meeting by means of communications equipment is prohibited by the articles, the regulations, or an order of the directors, meetings of the particular committee may be held through any communications equipment if all persons participating can hear each other. Participation in a meeting pursuant to this division constitutes presence at the meeting.
(F) An act or authorization of an act by any committee described in division (A) of this section within the authority delegated to it shall be as effective for all purposes as the act or authorization of the directors.
(G) Unless otherwise provided in the articles, the regulations, or the resolution of the directors creating a committee described in division (A) of this section, a committee described in division (A) of this section may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and may delegate to a subcommittee any or all of the powers and authority of the committee.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.64 | Officers - Authority and Removal.

Effective:
July 6, 2016
Latest Legislation:
Senate Bill 181 - 131st General Assembly
(A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, one or more vice-presidents and such other officers and assistant officers as may be deemed necessary. The officers shall be elected by the directors. None of the officers need be a director unless the articles or the regulations otherwise provide or the directors determine that there is to be a chairperson of the board who is to be an officer. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by the articles, the regulations, or the bylaws to be executed, acknowledged, or verified by two or more officers. Unless the articles or the regulations otherwise provide, all officers shall be elected annually.
(B) Unless the articles or the regulations otherwise provide, 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:
(1) All officers, as between themselves and the corporation, shall respectively have such authority and perform such duties as are determined by the directors;
(2) Any officer may be removed, with or without cause, by the directors without prejudice to the contract rights of such officer. The election or appointment of an officer for a given term, or a general provision in the articles, the regulations, or the bylaws with respect to term of office, shall not be deemed to create contract rights;
(3) The directors may fill any vacancy in any office occurring from whatever reason.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.65 | Corporate Mortgages.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
The directors may authorize any mortgage, pledge, or deed of trust of all or any of the property of the corporation of any description, or any interest therein, for the purpose of securing the payment or performance of any obligation or contract. Unless otherwise provided in the articles, no vote or consent of shareholders is necessary for such action.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.67 | Using Facsimile Signatures.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
When any note, bond, or other evidence of indebtedness of a corporation is authenticated or countersigned by an incorporated trustee, the signature of any officer of the corporation authorized to sign any such instrument may be facsimile, engraved, stamped, or printed. Although any officer of the corporation whose manual or facsimile signature is affixed to any such instrument ceases to be such officer before the instrument is delivered, such instrument nevertheless shall be effective in all respects when delivered.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.68 | Usury.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
No domestic or foreign corporation, or anyone on its behalf, shall interpose the defense or make the claim of usury in any proceeding upon or with reference to any obligation of such corporation; nor shall any corporate note, bond, or other evidence of indebtedness, mortgage, pledge, or deed of trust, be set aside, impaired, or adjudged invalid by reason of anything contained in laws prohibiting usury or regulating interest rates.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.69 | Amendments to Articles.

Effective:
September 30, 2008
Latest Legislation:
House Bill 374 - 127th General Assembly
(A) The articles may be amended from time to time in any respect if the articles as amended set forth all such provisions as are required in, and, except for an amendment to the articles described in division (B)(11) of this section, only such provisions as may properly be in, original articles filed at the time of adopting the amendment, and, if a change in issued shares is to be made, or if as the result of any amendment the stated capital of any class of shares is to be created, increased, reduced, or eliminated, then such provisions, not inconsistent with section 1701.30 of the Revised Code, as are necessary to effect such change, or to effect such creation, increase, reduction, or elimination of stated capital.
(B) Without limiting the generality of the authority to amend the articles, the articles may be amended to do any of the following:
(1) Change the name of the corporation;
(2) Change the place in this state where its principal office is to be located;
(3) Change, enlarge, or diminish its purpose or purposes;
(4) Increase or decrease the authorized number of shares of any class;
(5) Authorize shares of a new class or classes;
(6) Increase or decrease the par value of issued or unissued shares with par value;
(7) Change issued or unissued shares of any class, whether with or without par value, into the same or a different number of shares of any class with or without par value, theretofore or then authorized;
(8) Provide that, as a result of an amendment described in division (B)(6), (7), or (11) of this section, the stated capital of any class of shares shall be created, increased, reduced, or eliminated, consistent with section 1701.30 of the Revised Code, except that, in the case of any amendment to change the corporation into a nonprofit corporation, the stated capital of the corporation may be reduced or eliminated;
(9) Change any of the express terms of issued or unissued shares of any class or series, which change may include the discharge, adjustment, or elimination of rights to accrued undeclared cumulative dividends or distributions on the shares of such class or series;
(10) Eliminate the right of every shareholder to vote cumulatively in the election of directors or to delete a provision that eliminates that right;
(11) Change a corporation into a nonprofit corporation;
(12) Change any provision of the articles or add any provision that may properly be included in the articles.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.72 | Amended Articles.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
(A) The incorporators, the directors, and the shareholders, in the cases where they are respectively authorized to adopt an amendment to the articles, may, in addition thereto or in lieu thereof, adopt amended articles by the same action or vote as that required to adopt the amendment.
(B) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the articles that are in force at the time, or the shareholders at a meeting held for such purpose may adopt such amended articles by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation on such proposal.
(C) Except as provided in division (D) of this section, amended articles shall set forth all such provisions as are required in, and only such provisions as may properly be in, original articles or amendments to articles filed at the time of adopting the amended articles and shall contain a statement that they supersede the existing articles; provided, however, that amended articles adopted by the directors or the shareholders need not contain any statement with respect to initial stated capital.
(D) Where by amended articles a corporation is changed into a non-profit corporation, the amended articles shall set forth all such provisions as are required in, and may set forth such other provisions as may properly be in, original articles of a non-profit corporation filed at the time of adopting such amended articles, other than with respect to the initial trustees, and shall set forth all such further provisions as are required in an amendment to change the corporation into a non-profit corporation, together with a statement that the amended articles supersede the existing articles.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.73 | Filing and Signing of Certificate of Amendment or Amended Articles.

Effective:
January 30, 2014
Latest Legislation:
House Bill 72 - 130th General Assembly
(A)(1) Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles, a statement of the manner of its adoption, and, in the case of adoption of the resolution by the incorporators or directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and thereupon the articles shall be amended accordingly, any change of shares provided for in the amendment or amended articles shall become effective, and the amended articles shall supersede the existing articles.
(2) Except as provided in division (A)(3) of this section, when an amendment or amended articles are adopted by the directors pursuant to section 1701.70 of the Revised Code, the corporation shall send notice of the amendment or amended articles, and a copy or summary of the amendment or amended articles, 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, to each shareholder of the corporation of record as of the date on which the directors approved the amendment or amended articles. The notice shall be sent to the shareholders within twenty days after the filing of the certificate required by division (A)(1) of this section.
(3) Any corporation that files periodic reports with the United States securities and exchange commission pursuant to section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78m, as amended, or section 15(d) of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended, may satisfy the notice to shareholders of record requirement of division (A)(2) of this section by including a copy or summary of the amendment or amended articles in a report filed in accordance with those provisions within twenty days after the filing of the certificate required by division (A)(1) of this section.
(B) When an amendment or amended articles are adopted by the incorporators, the certificate described in division (A)(1) of this section shall be signed by each of them.
(C) When an amendment or amended articles are adopted by the directors or by the shareholders, the certificate described in division (A)(1) of this section shall be signed by any authorized officer.
(D) A copy of an amendment or amended articles changing the name of a corporation or its principal office in this state, certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state, and for such recording, the county recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code. The copy shall be recorded in the official records of the county recorder.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.74 | Dissenting Shareholders.

Effective:
May 4, 2012
Latest Legislation:
House Bill 48 - 129th General Assembly
(A) If an amendment does any of the following, then shareholders are entitled to relief to the extent provided in division (B) of this section:
(1) Changes issued shares of a particular class that have preference in dividends or distributions or on liquidation over shares of any other class into shares of any other class, or changes any of the express terms of issued shares of such particular class, and the holders of the shares of such particular class are substantially prejudiced thereby and the articles do not expressly or by implication provide for or permit such amendment;
(2) Changes the express terms of issued shares of a particular class that have preference in dividends or distributions or on liquidation over shares of any other class, in such manner as to discharge without payment of, or to adjust or eliminate rights to, accrued undeclared cumulative dividends or distributions on the shares of any such class;
(3) Changes substantially the purposes of the corporation or provides that thereafter an amendment to change substantially the purposes of the corporation may be adopted;
(4) Changes the corporation into a nonprofit corporation.
(B) In the cases provided for in divisions (A)(1) and (2) of this section, dissenting holders of shares of such particular class, and, in the cases provided for in divisions (A)(3) and (4) of this section, dissenting holders of shares of any class, shall be entitled to relief under section 1701.85 of the Revised Code, subject to the following exceptions:
(1) If the articles of the corporation in effect at the time of the adoption of an amendment that changes substantially the purposes of the corporation expressly provide that such an amendment may be adopted, then dissenting shareholders shall not be entitled to relief under section 1701.85 of the Revised Code with respect to the adoption of such amendment.
(2) Division (A)(3) of this section does not apply to any corporation incorporated after December 31, 1970.
(3) No amendment that eliminates or creates cumulative voting rights as permitted by division (B)(10) of section 1701.69 of the Revised Code, entitles any dissenting shareholder to relief under section 1701.85 of the Revised Code with respect to the adoption of such amendment.
(4) No relief as a dissenting shareholder shall be available if the shares of the corporation for which the dissenting shareholder would otherwise be entitled to relief are listed on a national securities exchange as of the day immediately preceding the date of the vote and no proceedings have been commenced to delist the shares from the national securities exchange as of the time of the vote or, if division (A)(1) of this section applies and the shares to be received are listed on a national securities exchange and no proceedings are pending to delist the shares, as of the effective time of the amendment.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.