reglab/statecodes huggingface dataset:
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.766 | Separate Asset Series-Effect of Dissociation.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A person who has dissociated as a member associated with a series shall have no right to participate in the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series.
(B) A person's dissociation as a member associated with a series does not of itself discharge the person from any debt, obligation, or liability to that series, the limited liability company, or the other members that the person incurred while a member associated with that series.
(C) A member's dissociation from a series does not, in itself, cause the member to dissociate from any other series or require the winding up of the series.
(D) A member's dissociation from a series does not, in itself, cause the member to dissociate from the limited liability company.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.767 | Separate Asset Series-Effect of Series Dissolution.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by section 1706.761 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.768 | Separate Asset Series-Events Causing Series Dissolution.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following:
(A) The dissolution of the limited liability company under section 1706.47 of the Revised Code;
(B) An event or circumstance that the operating agreement states causes dissolution of the series;
(C) The consent of all of the members associated with the series;
(D) The passage of ninety days after the occurrence of the dissociation of the last remaining member associated with the series;
(E) On application by a member associated with the series, the entry by the appropriate court of an order dissolving the series on the grounds that it is not reasonably practicable to carry on the series' activities in conformity with the operating agreement.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.769 | Separate Asset Series-Activities and Proceedings After Dissolution.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A dissolved series continues its existence as a series but shall not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs. Appropriate activities include all of the following:
(1) Collecting the assets of the series;
(2) Disposing of the properties of the series that will not be distributed in kind to persons owning membership interests associated with the series;
(3) Discharging or making provisions for discharging the liabilities of the series;
(4) Distributing the remaining property of the series in accordance with section 1706.7613 of the Revised Code;
(5) Doing any other act necessary to wind up and liquidate the series' activities and affairs.
(B) In winding up a series' activities, a series may do any of the following:
(1) Preserve the series' activities and property as a going concern for a reasonable time;
(2) Prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative;
(3) Make an assignment of the series' property;
(4) Resolve disputes by mediation or arbitration.
(C) A series' dissolution, in itself:
(1) Is not an assignment of the series' property;
(2) Does not prevent the commencement of a proceeding by or against the series in the series' name;
(3) Does not abate or suspend a proceeding pending by or against the series on the effective date of dissolution;
(4) Does not abate, suspend, or otherwise alter the application of section 1706.7613 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.7610 | Separate Asset Series-Responsibility to Wind Up Activities After Dissolution.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) Subject to division (C) of section 1706.769 of the Revised Code, after dissolution of a series, the remaining members associated with the series, if any, and if none, a person appointed by all holders of the membership interest last assigned by the last person to have been a member associated with the series, may wind up the series' activities.
(B) The appropriate tribunal may order supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series' activities for any of the following reasons:
(1) On application of a member associated with the series, if the applicant establishes good cause;
(2) On application of an assignee associated with a series, if both of the following apply:
(a) There are no members associated with the series.
(b) Within a reasonable time following the dissolution a person has not been appointed pursuant to division (A) of this section.
(3) In connection with a proceeding under division (E) of section 1706.768 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.7611 | Separate Asset Series-Disposition of Claims After Dissolution.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A dissolved series may dispose of any known claims against it by following the procedures described in division (B) of this section, at any time after the effective date of the dissolution of the series.
(B) A dissolved series may give notice of the dissolution in a record to the holder of any known claim. The notice shall do all of the following:
(1) Identify the limited liability company and the dissolved series;
(2) Describe the information required to be included in a claim;
(3) Provide a mailing address to which the claim is to be sent;
(4) State the deadline by which the dissolved series must receive the claim. The deadline shall not be sooner than one hundred twenty days from the effective date of the notice.
(5) State that if not sooner barred, the claim will be barred if not received by the deadline.
(C) Unless sooner barred by any other statute limiting actions, a claim against a dissolved series is barred in either of the following circumstances:
(1) If a claimant who was given notice under division (B) of this section does not deliver the claim to the dissolved series by the deadline;
(2) If a claimant whose claim was rejected by the dissolved series does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejected notice.
(D) For purposes of this section, "claim" includes an unliquidated claim, but does not include a contingent liability that has not matured so that there is no immediate right to bring suit or a claim based on an event occurring after the effective date of dissolution.
(E) Nothing in this section shall be construed to extend any otherwise applicable statute of limitations.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.7613 | Separate Asset Series-Distribution of Funds Upon Wind Up.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) Upon the winding up of a series, payment or adequate provision for payment shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series.
(B) After a series complies with division (A) of this section, any surplus shall be distributed as follows:
(1) First, to each person owning a membership interest associated with the series that reflects contributions made on account of that membership interest and not previously returned, an amount equal to the value of the person's unreturned contributions;
(2) Then to each person owning a membership interest associated with the series in the proportions in which the owners of membership interests associated with the series share in distributions prior to dissolution of the series.
(C) If the series does not have sufficient surplus to comply with division (B)(1) of this section, any surplus shall be distributed among the owners of membership interests associated with the series in proportion to the value of their respective unreturned contributions.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.81 | Effect on Federal Law.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
This chapter modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.82 | Llc May Act Outside the State.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.83 | Chapter Applies to All Llcs on and After February 11, 2022.

Effective:
September 30, 2021
Latest Legislation:
House Bill 110 - 134th General Assembly
On and after February 11, 2022, this chapter shall govern all limited liability companies, including every foreign limited liability company that files an application for registration as a foreign limited liability company on or after February 11, 2022, every foreign limited liability company that registers a name in this state on or after February 11, 2022, every foreign limited liability company that has registered a name in this state prior to February 11, 2022, and every foreign limited liability company that has filed an application for registration as a foreign limited liability company prior to February 11, 2022, pursuant to Chapter 1705. of the Revised Code.
Last updated September 9, 2021 at 11:46 AM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.84 | Application of Chapter Amendments.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited liability companies and members and agents whether or not existing as such at the time of the enactment of any such amendment.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.04 | Issuance of Securities in Reorganizations.

Effective:
October 3, 2023
Latest Legislation:
House Bill 33 - 135th General Assembly
(A) The division of securities may consider and conduct hearings upon any plan of reorganization, recapitalization, or refinancing of a corporation organized under the laws of this state, or having its principal place of business within this state, when such plan is proposed by such corporation or by any of its shareholders or creditors and contains a proposal to issue securities in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange or partly for cash. The division may also approve the terms of such issuance and exchange and the fairness of such terms, after a hearing upon such fairness at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, if application for such a hearing is made by such corporation, by the holders of a majority in amount of its debts, or by the holders of a majority in amount of any outstanding class of securities issued by it. Notice in person or by electronic or regular mail of the time and place of such hearing shall be given to all persons to whom it is proposed to issue such securities, and evidence satisfactory to the division that such notice has been given shall be filed with the division. Securities issued in accordance with a plan so approved by the division are exempt from sections 1707.01 to 1707.50 of the Revised Code, relating to registration or qualification of securities or the registration of transactions therein.
(B) "Reorganization," "recapitalization," and "refinancing," as used in this section, include the following:
(1) A readjustment by modification of the terms of securities by agreement;
(2) A readjustment by the exchange of securities by the issuer for others of its securities;
(3) The exchange of securities by the issuer for securities of another issuer;
(4) The acquisition of assets of a person, directly or indirectly, partly or wholly in consideration for securities distributed or to be distributed as part of the same transaction, directly or indirectly, to holders of securities issued by such person or secured by assets of such person;
(5) A merger or consolidation.
(C) Upon filing an application with the division under this section, the applicant shall pay to the division a filing fee of one hundred dollars and shall deposit with the division such sum, not in excess of one thousand dollars, as the division requires for the purpose of defraying the costs of the hearing provided for in this section and of any investigation which the division may make in connection herewith.
Last updated August 9, 2023 at 2:52 PM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.042 | Prohibited Acts Relating to Control Bids.

Effective:
October 3, 2023
Latest Legislation:
House Bill 33 - 135th General Assembly
(A) No person who makes or opposes a control bid to offerees in this state shall knowingly do any of the following:
(1) Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;
(2) Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such offeree;
(3) Engage in any manipulative act or practice.
(B) Any person who makes or opposes a control bid to offerees in this state, or who realizes any profit which inures to and is recoverable by a corporation, formed in this state, pursuant to section 1707.043 of the Revised Code, is conclusively presumed to have designated the secretary of state as its agent for the service of process in any action or proceeding under this chapter. Upon receipt of any such process, together with an affidavit showing the last known address of the person who made or opposed the control bid or who realized such profit, the secretary of state shall forthwith give notice of the service of process. This section does not affect any right to serve process in any other manner permitted by law.
(C) Any person who makes or opposes a control bid is subject to the liabilities and penalties applicable to a seller, and an offeree is entitled to the remedies applicable to a purchaser, as set forth in sections 1707.41 to 1707.50 of the Revised Code.
(D) In case any provision or application of any provision of this section is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect any legal and valid provision or application of this section.
Last updated August 9, 2023 at 2:53 PM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.053 | Offerings-Certification From Purchasers.

Effective:
March 31, 2021
Latest Legislation:
House Bill 312 - 133rd General Assembly
The certification obtained by the portal operator from each prospective purchaser through an OhioInvests portal shall, at a minimum, state the following:
"I UNDERSTAND AND ACKNOWLEDGE THAT:
If I make an investment in an offering through this OhioInvests portal, it is very likely that I am investing in a high-risk, speculative business venture that could result in the complete loss of my investment, and I need to be able to afford such a loss.
This offering has not been reviewed or approved by any state or federal securities commission or division or other regulatory authority and that no such person or authority has confirmed the accuracy or determined the adequacy of any disclosure made to me relating to this offering.
If I make an investment in an offering through this OhioInvests portal, it is very likely that the investment will be difficult to transfer or sell and, accordingly, I may be required to hold the investment indefinitely.
By entering into this transaction with the company, I am affirmatively representing myself as being an Ohio resident at the time that this contract is formed, and if this representation is subsequently shown to be false, the contract is void."
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.054 | Portal Operators-License.

Effective:
March 31, 2021
Latest Legislation:
House Bill 312 - 133rd General Assembly
(A) No person other than a dealer licensed under this chapter shall offer or sell securities pursuant to an OhioInvests offering or otherwise act as a portal operator unless the person is licensed as a portal operator by the division of securities or is transacting business through a portal operator licensed by the division. Application for a portal operator's license shall be made in accordance with this section and by filing with the division of securities the information, materials, and forms specified in rules adopted by the division, along with all of the following:
(1) An application in the form prescribed by the division and all applicable schedules and supplemental information;
(2) A copy of the articles of incorporation or other documents that indicate the entity's form of organization;
(3) The filing fee as prescribed in section 1707.17 of the Revised Code.
(B) If the division approves the entity as a portal operator, the division shall issue a license certificate to the entity.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.055 | Portal Operators-Prohibited Conduct for Non-Dealer Operators.

Effective:
March 31, 2021
Latest Legislation:
House Bill 312 - 133rd General Assembly
No portal operator that is not also a licensed dealer shall do any of the following:
(A) Offer investment advice or recommendations, or solicit the purchase or sale of securities. For purposes of this division, a portal operator shall not be considered to be offering investment advice or recommendations merely because it selects, or may perform due diligence with respect to, issuers or offerings to be listed or merely because it provides general investor educational materials.
(B) Provide transaction-based compensation for securities sold under this chapter to employees, agents, or other persons unless the employees, agents, or other persons are licensed under this chapter and permitted to receive such compensation.
(C) Charge a fee to the issuer for an offering of securities on an OhioInvests portal unless the fee is one of the following:
(1) A fixed amount for each offering;
(2) A variable amount based on the length of time that the securities are offered on the portal;
(3) A combination of such fixed or variable amounts.
(D) Hold, manage, possess, or otherwise handle purchaser funds or securities, unless the portal operator is the issuer.
(E) No portal operator shall allow its officers, directors, or partners, or any person occupying similar status or performing similar function, to have a financial interest in an OhioInvests issuer using the services of the portal operator, or receive a financial interest in the OhioInvests issuer as compensation for services provided to, or for the benefit of, the OhioInvests issuer, in connection with the offer and sale of its securities.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.056 | Portal Operators-Oversight, Purchase Limits, and Purchaser Privacy.

Effective:
March 31, 2021
Latest Legislation:
House Bill 312 - 133rd General Assembly
(A) Each portal operator shall do all of the following:
(1) Provide the division of securities with read-only access to the administrative sections of its OhioInvests portal;
(2) Upon the written request of the division, furnish to the division any of the records required to be maintained and preserved under section 1707.057 of the Revised Code.
(3) Take reasonable efforts to verify that no purchaser exceeds the purchase limitations set forth in division (F) of section 1707.051 of the Revised Code.
(B)(1) A portal operator shall not disclose, except to the division of securities, personal information without the written or electronic consent of the prospective purchaser or purchaser. For purposes of division (B) of this section, "personal information" means information provided to a portal operator by a prospective purchaser or purchaser that identifies, or can be used to identify, the prospective purchaser or purchaser.
(2) Division (B)(1) of this section does not apply with respect to records required to be furnished to the division under division (A)(2) of this section, the disclosure of personal information to an OhioInvests issuer relating to its OhioInvests offering, or the disclosure of personal information to the extent required or authorized under other law.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.057 | Portal Operators-Record Keeping Requirements.

Effective:
March 31, 2021
Latest Legislation:
House Bill 312 - 133rd General Assembly
(A) Each portal operator shall maintain and preserve, for a period of at least five years from either the date of the closing or date of the termination of the securities offering, all of the following:
(1) The name of each issuer whose securities have been listed on its OhioInvests portal and the full name, residential address, social security number, date of birth, and copy of a state-issued identification of all owners with greater than ten per cent voting equity in the issuer;
(2) Copies of all offering materials that have been displayed on its OhioInvests portal;
(3) The names and other personal information of each purchaser who has registered at its OhioInvests portal;
(4) Any agreements and contracts between the portal operator and an issuer;
(5) Any information used to establish that a prospective purchaser or purchaser of securities through its OhioInvests portal is a resident of this state and that an issuer whose securities are listed on the portal has its principal office in this state;
(6) Any other records the division requires by rule to be maintained and preserved.
(B)(1) The records described in division (A) of this section shall be maintained and preserved in a manner, including by any electronic storage media, that does all of the following:
(a) Permits the immediate location of any particular document;
(b) Retains the documents exclusively in a nonrewriteable, nonerasable format;
(c) Verifies automatically the quality and accuracy of the storage recording process;
(d) Serializes the originals;
(e) Allows indexes and records preserved to be downloaded to an acceptable medium.
(2) If the records retention system commingles records required to be retained under this section with other records, the division of securities may review all of the commingled records.
(C) Notwithstanding divisions (A) and (B) of this section, the failure of a portal operator that is not the issuer to comply with those divisions does not affect the OhioInvests issuers' exemption from registration under section 1707.051 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.092 | Notice Filings.

Effective:
June 18, 2002
Latest Legislation:
Senate Bill 138 - 124th General Assembly
(A) For the purposes of selling securities in this state, except securities that are the subject matter of transactions enumerated in section 1707.03 of the Revised Code, an investment company, as defined by the Investment Company Act of 1940, that is registered or has filed a registration statement with the securities and exchange commission under the Investment Company Act of 1940, shall file the following with the division of securities:
(1) A notice filing consisting of either of the following:
(a) A copy of the investment company's federal registration statement as filed with the securities and exchange commission;
(b) A form U-1 or form NF of the North American securities administrators association.
(2) Appropriate filing fees consisting of both of the following:
(a) A flat fee of one hundred dollars;
(b) A fee calculated at one-tenth of one per cent of the aggregate price at which the securities are to be sold to the public in this state, which calculated fee, however, shall in no case be less than one hundred or more than one thousand dollars.
(B)(1) Upon payment of the maximum filing fees as provided in division (A)(2) of this section, an investment company may sell an indefinite amount of securities in this state.
(2) An investment company making a notice filing as provided in this section shall comply with section 1707.11 of the Revised Code. An investment company that previously filed with the division a valid consent to service of process pursuant to section 1707.11 of the Revised Code may incorporate that consent by reference.
(C)(1) For offerings involving covered securities, as defined in section 18 of the "Securities Act of 1933," 15 U.S.C. 77r, that are not subject to section 1707.02, 1707.03, 1707.04, 1707.06, 1707.08, 1707.09, or 1707.091 of the Revised Code, or division (A) of this section, a notice filing shall be submitted to the division together with a consent to service of process pursuant to section 1707.11 of the Revised Code and a filing fee as provided in division (A)(2) of this section.
(2) The notice filing described in division (C)(1) of this section shall consist of any document filed with the securities and exchange commission pursuant to the Securities Act of 1933, together with annual or periodic reports of the value of the securities sold or offered to be sold to persons located in this state.
(D) A notice filing submitted under this section shall be effective for thirteen months.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.093 | Electronic Filings.

Effective:
March 18, 1999
Latest Legislation:
House Bill 695 - 122nd General Assembly
Notwithstanding any provision of Chapter 1707. of the Revised Code, or any rule adopted by the division of securities under that chapter, requiring a signature or verification, the division may provide by rule for the electronic filing or submission of any form, document, material, or information that is required or permitted to be filed with or submitted to the division.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.10 | Provisional Registration by Qualification.

Effective:
March 31, 2021
Latest Legislation:
House Bill 312 - 133rd General Assembly
Any securities required by sections 1707.01 to 1707.50, inclusive, of the Revised Code, to be registered by qualification before being sold in this state may be offered for sale and sold preliminary to and pending their full qualification, where the division of securities is satisfied that the issuer is solvent and of good business repute and that such preliminary offering will not deceive or tend to deceive the public; but no such preliminary offering shall be made until the division consents thereto in writing, and such consent shall be on condition that within thirty days from the date thereof, or within such further time as the division allows, there is filed in the office of the division application under such sections for the full qualification of said securities, or for a registration of such securities by description if, within such time, such securities become entitled to registration by description; and the entire proceeds of the sale of such securities, without deduction for commissions or other charges, shall be segregated or deposited in escrow in such manner and for such time as the division directs.
No applicant which is an issuer not a resident of this state shall be entitled to the benefit of this section unless there shall also be on file with the division a consent to service as provided in section 1707.11 of the Revised Code.
At the time of filing the statement prescribed in this section, the applicant shall pay to the division the filing fee prescribed by section 1707.09 of the Revised Code; and upon receipt of notice of the division's favorable action on the application, the applicant shall pay to the division the registration fee prescribed by such section for the qualification of securities.
If the dealer is unable to complete such qualification or such registration by description, or if the division, acting upon more complete information furnished or obtained from its examination, does not finally register such security by description or qualification, the issuer or dealer who has sold it or offered it for sale shall withdraw the security from the market and return or tender to purchasers of the security, within such time as the division specifies, the amounts paid for it by them.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.11 | Consent to Service.

Effective:
October 3, 2023
Latest Legislation:
House Bill 33 - 135th General Assembly
(A) Each person that is not organized under the laws of this state, that is not licensed under section 1703.03 of the Revised Code, or that does not have its principal place of business in this state, shall submit to the division of securities an irrevocable consent to service of process, as described in division (B) of this section, in connection with any of the following:
(1) Filings to claim any of the exemptions enumerated in division (Q), (W), or (Y) of section 1707.03 of the Revised Code;
(2) Applications for registration by description, qualification, or coordination;
(3) Notice filings pursuant to section 1707.092 of the Revised Code.
(B) The irrevocable written consent shall be executed and acknowledged by an individual duly authorized to give the consent and shall do all of the following:
(1) Designate the secretary of state as agent for service of process or pleadings;
(2) State that actions growing out of the sale of such securities, the giving of investment advice, or fraud committed by a person on whose behalf the consent is submitted may be commenced against the person, in the proper court of any county in this state in which a cause of action may arise or in which the plaintiff in the action may reside, by serving on the secretary of state any proper process or pleading authorized by the laws of this state;
(3) Stipulate that service of process or pleading on the secretary of state shall be taken in all courts to be as valid and binding as if service had been made upon the person on whose behalf the consent is submitted.
(C) Notwithstanding any application, form, or other material filed with or submitted to the division that purports to appoint as agent for service of process a person other than the secretary of state, the application, form, or other material shall be considered to appoint the secretary of state as agent for service of process.
(D) Service of any process or pleadings may be made on the secretary of state in the office of the secretary of state, and forwarded by the secretary of state to the principal place of business of the person on whose behalf the consent is submitted or to the last known address as shown on the filing made with the division. However, failure to send such copy does not invalidate the service.
(E) Notwithstanding any provision of this chapter, or of any rule adopted by the division of securities under this chapter, that requires the submission of a consent to service of process, the division may provide by rule for the electronic filing or submission of a consent to service of process.
Last updated August 9, 2023 at 3:01 PM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.131 | Refusing Registration.

Effective:
September 16, 2003
Latest Legislation:
House Bill 7 - 125th General Assembly
(A) For purposes of this section, "five per cent shareholder" means a beneficial owner of five per cent or more of the issuer's outstanding securities.
(B) The division of securities shall refuse any registration by description, by qualification, or by coordination if the issuer is in the development stage and either has no specific business plan or purpose or has indicated that its business is to engage in a merger or acquisition with an unidentified company or companies, or other entities or persons.
(C) The division may refuse any registration by description, by qualification, or by coordination if either of the following applies:
(1) The issuer does not disclose in the final offering circular, prospectus, or form U-7 of the North American securities administrators association that any future transaction with an officer, director, five per cent shareholder, manager, trustee, or general partner will be on terms no less favorable to the issuer than could be obtained from an independent third party.
(2) The issuer does not disclose both of the following in the final offering circular, prospectus, or form U-7 of the North American securities administrators association:
(a) Any outstanding loan from the issuer to an officer, director, five per cent shareholder, manager, trustee, or general partner is required to be repaid within six months of the offering, except for a loan or extension of credit made by a bank.
(b) Any future loan from the issuer to an officer, director, five per cent shareholder, manager, trustee, or general partner will be for a bona fide business purpose and approved by a majority of the disinterested directors, managers, trustees, or general partners, or will be a type of transaction involving a director or executive officer of the issuer that is permitted by section 13(k) of the "Securities Exchange Act of 1934," 116 Stat. 787, 15 U.S.C.A. 78m, as amended.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.15 | Applying for Dealer's License.

Effective:
December 29, 2023
Latest Legislation:
Senate Bill 131 - 134th General Assembly
(A) Application for a dealer's license shall be made in accordance with this section and by filing with the division of securities the information, materials, and forms specified in rules adopted by the division, along with all of the following information:
(1) The name and address of the applicant;
(2) The location and addresses of the principal office and all other offices of the applicant;
(3) A general description of the business of the applicant done prior to the application, including a list of states in which the applicant is a licensed dealer.
(B)(1) The division may investigate any applicant for a license, and may require such additional information as it deems necessary to determine the applicant's business repute and qualifications to act as a dealer in securities.
(2) If the application for any license involves investigation outside of this state, the applicant may be required by the division to advance sufficient funds to pay any of the actual expenses of such examination. An itemized statement of any such expenses which the applicant is required to pay shall be furnished the applicant by the division.
(C) The division shall by rule require one natural person who is a principal, officer, director, general partner, manager, or employee of a dealer to pass an examination designated by the division. Each dealer that is not a natural person shall notify the division of the name and relationship to the dealer of the natural person who has passed the examination on behalf of the dealer and who will serve as the designated principal on behalf of the dealer.
(D) Dealers shall employ as salespersons only those salespersons who are licensed under this chapter. If at any time a salesperson resigns or is discharged or a new salesperson is added, the dealer shall promptly notify the division.
(E)(1) Except as provided in division (E)(2) of this section, if the division finds that the applicant is of good business repute, appears qualified to act as a dealer in securities, and has fully complied with this chapter and rules adopted under this chapter by the division, the division, upon payment of the fees prescribed by division (B) of section 1707.17 of the Revised Code, shall issue to the applicant a license authorizing the applicant to act as a dealer.
(2) The division shall issue a license to act as a dealer in accordance with Chapter 4796. of the Revised Code to an applicant if either of the following applies:
(a) The applicant holds a license in another state;
(b) The applicant has satisfactory work experience, a government certification, or a private certification as described in that chapter as a dealer in a state that does not issue that license.
Last updated December 29, 2023 at 7:13 AM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.151 | Application for and Issuance of Investment Adviser's License.

Effective:
December 29, 2023
Latest Legislation:
Senate Bill 131 - 134th General Assembly
(A) Application for an investment adviser's license shall be made in accordance with this section and by filing with the division of securities the information, materials, and forms specified in rules adopted by the division.
(B)(1) The division may investigate any applicant for a license and may require any additional information as it considers necessary to determine the applicant's business repute and qualifications to act as an investment adviser.
(2) If the application for any license involves investigation outside of this state, the applicant may be required by the division to advance sufficient funds to pay any of the actual expenses of the examination. The division shall furnish the applicant with an itemized statement of such expenses that the applicant is required to pay.
(C) The division shall by rule require a natural person who is an applicant for an investment adviser's license to pass an examination designated by the division or achieve a specified professional designation.
(D) An investment adviser licensed under section 1707.141 of the Revised Code shall employ only investment adviser representatives licensed, or exempted from licensure, under section 1707.161 of the Revised Code.
(E)(1) Except as provided in division (E)(2) of this section, if the division finds that the applicant is of good business repute, appears to be qualified to act as an investment adviser, and has complied with this chapter and rules adopted under this chapter by the division, the division, upon payment of the fees prescribed by division (B) of section 1707.17 of the Revised Code, shall issue to the applicant a license authorizing the applicant to act as an investment adviser.
(2) The division shall issue a license to act as an investment adviser in accordance with Chapter 4796. of the Revised Code to an applicant if either of the following applies:
(a) The applicant holds a license in another state.
(b) The applicant has satisfactory work experience, a government certification, or a private certification as described in that chapter as an investment adviser in a state that does not issue that license.
Last updated December 29, 2023 at 7:13 AM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.16 | Application for and Issuance of Salesperson's License.

Effective:
December 29, 2023
Latest Legislation:
Senate Bill 131 - 134th General Assembly
(A) Every salesperson of securities must be licensed by the division of securities and shall be employed, authorized, or appointed only by the licensed dealer specified in the salesperson's license. If the relationship between the salesperson and the dealer is severed, the salesperson's license shall be void.
(B) Application for a salesperson's license shall be made in accordance with this section and by filing with the division the information, materials, and forms specified in rules adopted by the division, along with all of the following information:
(1) The name and complete residence and business addresses of the applicant;
(2) The name of the dealer who is employing the applicant or who intends to employ the applicant;
(3) The applicant's age and education, and the applicant's experience in the sale of securities; whether the applicant has ever been licensed by the division, and if so, when; whether the applicant has ever been refused a license by the division; and whether the applicant has ever been licensed or refused a license or any similar permit by any division or commissioner of securities, whatsoever name known or designated, anywhere.
(C) The division shall by rule require an applicant to pass an examination designated by the division.
(D)(1) Except as provided in division (D)(2) of this section, if the division finds that the applicant is of good business repute, appears to be qualified to act as a salesperson of securities, and has fully complied with this chapter, and that the dealer named in the application is a licensed dealer, the division shall, upon payment of the fees prescribed by section 1707.17 of the Revised Code, issue a license to the applicant authorizing the applicant to act as salesperson for the dealer named in the application.
(2) The division shall issue a license to act as a salesperson of securities in accordance with Chapter 4796. of the Revised Code to an applicant if either of the following applies:
(a) The applicant holds a license in another state.
(b) The applicant has satisfactory work experience, a government certification, or a private certification as described in that chapter as a salesperson of securities in a state that does not issue that license.
Last updated December 29, 2023 at 7:13 AM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.162 | State Retirement System Investment Adviser License Required.

Effective:
December 14, 2004
Latest Legislation:
Senate Bill 133 - 125th General Assembly
(A) No person shall act as a state retirement system investment officer unless the person is licensed as a state retirement system investment officer by the division of securities.
(B) No state retirement system investment officer shall act as a dealer, salesperson, investment advisor, or investment advisor representative.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.163 | Application for and Issuance of State Retirement System Investment Adviser License.

Effective:
December 29, 2023
Latest Legislation:
Senate Bill 131 - 134th General Assembly
(A) Application for a state retirement system investment officer's license shall be made in accordance with this section by filing with the division of securities the information, materials, and forms specified in rules adopted by the division.
(B)(1) The division may investigate any applicant for a license and may require any additional information as it considers necessary to determine the applicant's business repute and qualifications to act as an investment officer.
(2) If the application for a state retirement system investment officer's license involves investigation outside of this state, the applicant may be required by the division to advance sufficient funds to pay any of the actual expenses of the investigation. The division shall furnish the applicant with an itemized statement of the expenses the applicant is required to pay.
(C) The division shall by rule require an applicant for a state retirement system investment officer's license to pass an examination designated by the division or achieve a specified professional designation unless the applicant meets both of the following requirements:
(1) Acts as a state retirement system investment officer on September 15, 2004;
(2) Has experience or equivalent education acceptable to the division.
(D)(1) Except as provided in division (D)(2) of this section, if the division finds that the applicant is of good business repute, appears to be qualified to act as a state retirement system investment officer, and has complied with this chapter and rules adopted under this chapter by the division, the division, on payment of the fees prescribed by division (B) of section 1707.17 of the Revised Code, shall issue to the applicant a license authorizing the applicant to act as a state retirement system investment officer.
(2) The division shall issue a license authorizing an applicant to act as a state retirement system investment officer in accordance with Chapter 4796. of the Revised Code to an applicant if either of the following applies:
(a) The applicant holds a license in another state.
(b) The applicant has satisfactory work experience, a government certification, or a private certification as described in that chapter as a state retirement system investment officer in a state that does not issue that license.
Last updated December 29, 2023 at 7:12 AM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1707 | Securities › Section 1707.164 | Bureau Chief Investment Officer - Securities License Required.

Effective:
September 29, 2005
Latest Legislation:
House Bill 66 - 126th General Assembly
(A) No person shall act as a bureau of workers' compensation chief investment officer unless the person is licensed as a bureau of workers' compensation chief investment officer by the division of securities.
(B) No bureau of workers' compensation chief investment officer shall act as a dealer, salesperson, investment advisor, or investment advisor representative.