reglab/statecodes huggingface dataset:
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.33 | Executive and Other Committees of Directors.

Effective:
August 19, 2005
Latest Legislation:
House Bill 42 - 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.
(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) Meetings of committees described in division (A) of this section may be held by any means of authorized communications equipment, unless participation by members of the committee at a meeting by means of authorized communications equipment is prohibited by the articles, the regulations, or an order of the directors. 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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.34 | Officers - Authority and Removal.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairperson of the board, one or more vice-presidents, and such other officers and assistant officers as may be deemed necessary, each of whom may be designated by such other titles as may be provided in the articles, the regulations, the bylaws, or resolutions of the directors. Unless the articles or the regulations otherwise provide, none of the officers need be a director. Any two or more offices may be held by the same person. The officers shall be elected or appointed at such time, in such manner, and for such terms as may be prescribed in the articles or the regulations. In the absence of any such provision, all officers shall be elected annually by the directors.
(B) Unless the articles or the regulations otherwise provide, and subject to the exceptions applicable during an emergency for which provision is made in division (G) of section 1702.11 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 persons authorized to elect or appoint them;
(2) Any officer may be removed, with or without cause, by the persons authorized to elect or appoint the officer 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 persons authorized to elect or appoint officers may fill any vacancy in any office occurring from whatever reason.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.35 | Corporate Property.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
All property acquired by a corporation by purchase, gift, devise, bequest, or otherwise shall be the absolute property of the corporation, unless at the time of acquiring such property it is otherwise in writing specified.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.36 | Corporate Mortgages.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd 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 the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, no vote or consent of members or authorization from the court under section 1715.39 of the Revised Code is necessary for such action.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.37 | Usury.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
No domestic or foreign corporation, or any one 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 1702 | Nonprofit Corporation Law › Section 1702.40 | 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 1702 | Nonprofit Corporation Law › Section 1702.42 | Agreement of Merger or Consolidation - Vote by Members.

Effective:
May 22, 2012
Latest Legislation:
House Bill 267 - 129th General Assembly
(A) The directors of each constituent domestic corporation, upon approving an agreement of merger or consolidation, shall direct that the agreement be submitted to the voting members entitled to vote on it at a meeting of voting members of that corporation held for that purpose. Notice of the meeting shall be given to all members of the constituent domestic corporation entitled to vote at the meeting. The notice shall be accompanied by a copy or summary of the material terms of the agreement.
(B)(1) At each meeting described in division (A) of this section, a vote of the members shall be taken on the proposed agreement. In order to be adopted, the agreement, including any amendments or additions to the agreement proposed at each such meeting, shall receive the affirmative vote of a majority of the voting members of each constituent domestic corporation present at that meeting in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy if a quorum is present, or, if the articles or the regulations of that corporation provide or permit, the affirmative vote of a greater or lesser proportion or number of the voting members, and the affirmative vote of the voting members of any particular class that is required by the articles or the regulations of that corporation. If the agreement would effect or authorize any particular corporate action that, under any applicable provision of law or under the articles, could be effected or authorized only by or pursuant to a specified vote of the members, the agreement, including any amendments or additions to the agreement proposed at each such meeting, shall be adopted by the same affirmative vote as would be required for that action.
(2) For purposes of division (B)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum.
(C) At any time prior to the filing of the agreement, the merger or consolidation may be abandoned by the directors of one or more of the constituent domestic corporations or the comparable representatives of any other constituent entity, if the power of abandonment is conferred either by the agreement or by the same vote or action as is required to adopt that agreement.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.46 | Effective Date of Merger or Consolidation.

Effective:
May 22, 2012
Latest Legislation:
House Bill 267 - 129th General Assembly
Upon the filing of the certificate of merger or consolidation in compliance with the laws of each state under the laws of which any constituent entity exists, or at any later date that the certificate specifies, the merger or consolidation shall become effective.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.48 | Public Notice of Voluntary Dissolution.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
Following the filing of the certificate of dissolution, the directors shall forthwith cause a notice of voluntary dissolution to be published once a week on the same day of each week for two successive weeks, in a newspaper published and of general circulation in the county in which the principal office of the corporation was to be or is located, and shall forthwith cause written notice of dissolution to be given either personally or by mail to all known creditors of, and to all known claimants against, the dissolved corporation.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.51 | Receiver for Winding Up Affairs of Corporation.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) Whenever, after a corporation is dissolved voluntarily or the articles of a corporation have been canceled 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 members shall be determined as of the day on which the receiver was appointed. 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, member, or other person, whether a resident of the state or a nonresident and however interested, may be appointed as receiver.
(C) 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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.521 | Provisional Director - Appointment, Duties, Qualifications.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) Upon the complaint of not less than one-fourth of the directors of the corporation, the court of common pleas of the county in which the corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for such an appointment. No appointment shall be made until a hearing is held by the court. Notice of the hearing shall be given to each director and the secretary of the corporation in any manner that the court directs. The complainants shall establish at the hearing that, because of irreconcilable differences among the existing directors, the continued operation of the corporation has been substantially impeded or made impossible.
(B) A provisional director shall have the same rights and duties as other directors and shall serve until removed by the appointing court or by the members of the corporation entitled to exercise a majority of the voting power of the corporation in the election of directors or until the provisional director's earlier resignation or death. If the provisional director dies or resigns, the court, pursuant to division (A) of this section, may appoint a replacement provisional director, upon its own motion and without the filing of a complaint for the appointment of a provisional director. If the appointing court finds that the irreconcilable differences no longer exist, it shall order the removal of the provisional director.
(C) No person shall be appointed as a provisional director unless the person is generally conversant with corporate affairs, has no legal or equitable interest in the obligations of the corporation of which the person is to be appointed a director, and is not indebted to such corporation. The compensation of a provisional director shall be determined by agreement with the corporation for which the provisional director is serving, subject to the approval of the appointing court, except that the appointing court may fix the provisional director's compensation in the absence of agreement or in the event of disagreement between the provisional director and the corporation.
(D) A proceeding concerning the appointment of a provisional director of a corporation is a special proceeding, and final orders issued in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.53 | Certified Copies as Evidence.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) A copy of the articles or amended articles filed in the office of the secretary of state, certified by the secretary of state, shall be conclusive evidence, except as against the state, that the corporation has been incorporated under the laws of this state; and a copy duly certified by the secretary of state of any certificate of amendment or other certificate filed in the secretary of state's office shall be prima-facie evidence of such amendment or of the facts stated in any such certificate, and of the observance and performance of all antecedent conditions necessary to the action which such certificate purports to evidence.
(B) A copy of amended articles filed in the office of the secretary of state, certified by the secretary of state, shall be accepted in this state and other jurisdictions in lieu of the original articles, amendments thereto, and prior amended articles.
(C) The original or a copy of the record of minutes of the proceedings of the incorporators of a corporation, or of the proceedings or meetings of the members or any class of members, or of the directors, or of any committee thereof, including any written consent, waiver, release, or agreement entered in such record or minutes, or the original or a copy of a statement that no specified proceeding was had or that no specified consent, waiver, release, or agreement exists, shall, when certified to be true by the secretary or an assistant secretary of a corporation, be received in the courts as prima-facie evidence of the facts stated therein. Every meeting referred to in such certified original or copy shall be deemed duly called and held, and all motions and resolutions adopted and proceedings had at such meeting shall be deemed duly adopted and had, and all elections of directors and all elections or appointments of officers chosen at such meeting shall be deemed valid, until the contrary is proved; and whenever a person who is not a member of a corporation has acted in good faith in reliance upon any such certified original or copy, it is conclusive in the person's favor.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.54 | False Statement or Entry.

Effective:
April 10, 2001
Latest Legislation:
House Bill 597 - 123rd General Assembly
(A) No officer, director, employee, or agent of a corporation shall, either alone or with another or others, with intent to deceive:
(1) Make, issue, deliver, transmit by mail, or publish any prospectus, report, circular, certificate, statement, balance sheet, exhibit, or document, respecting membership rights in, or the activities, assets, liabilities, earnings, or accounts of, a corporation, that is false in any material respect, knowing the same to be false;
(2) Having charge of any books, minutes, records, or accounts of a corporation, make therein any entry that is false in any material respect, knowing such entry to be false, or remove, erase, alter, or cancel any entry therein, knowing that the entries resulting therefrom will be false.
(B) Whoever violates this section shall be personally liable, jointly and severally, with all other persons participating with the person in any such act, to any person for any damage actually suffered and proximately resulting from such act.
(C) No action to enforce a liability under this section shall be brought after four years from the time of the act complained of.
(D) Remedies under this section are not exclusive of other remedies at common law or under other statutes.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.57 | Exercise of Expired Powers.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
No person shall exercise or attempt to exercise any rights, privileges, immunities, powers, franchises, or authority under the articles of a domestic corporation after such articles have been canceled or after such corporation has been dissolved or after the period of existence of the corporation specified in its articles has expired, except such acts as are incident to the winding up of the affairs of such corporation, or are required to obtain reinstatement of the articles in accordance with section 1702.06, 1702.59, or 1724.06 of the Revised Code, or are permitted upon reinstatement by division (C) of section 1702.60 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1702 | Nonprofit Corporation Law › Section 1702.99 | Penalty.

Effective:
January 1, 1974
Latest Legislation:
House Bill 511 - 109th General Assembly
Whoever violates section 1702.57 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.01 | Foreign Corporation Definitions.

Effective:
May 21, 1997
Latest Legislation:
Senate Bill 40 - 122nd General Assembly
As used in sections 1703.01 to 1703.31 of the Revised Code:
(A) "Domestic corporation" means a corporation incorporated under the laws of this state or a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in this state.
(B) "Foreign corporation" means a corporation incorporated under the laws of another state or a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in another state.
(C) "State" means the United States; any state, territory, insular possession, or other political subdivision of the United States, including the District of Columbia; any foreign country whose political sovereignty is recognized by the United States; and any political subdivision of such foreign country.
(D) "Articles" means the articles, certificates, or memorandum of incorporation or association, filed pursuant to the laws of any state for the purpose and with the effect of creating a corporation, and any amendments to such articles, certificates, or memorandum of incorporation or association; and includes any special statute creating a corporation.
(E) "Process" means judicial process and all notices and demands required or permitted by statute to be served upon a corporation.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.02 | Corporations Excepted.

Effective:
May 21, 1997
Latest Legislation:
Senate Bill 40 - 122nd General Assembly
Sections 1703.01 to 1703.31 of the Revised Code do not apply to corporations engaged in this state solely in interstate commerce, including the installation, demonstration, or repair of machinery or equipment sold by them in interstate commerce, by engineers, or by employees especially experienced as to such machinery or equipment, as part thereof; to credit unions, title guarantee and trust companies, bond investment companies, and insurance companies; or to public utility companies engaged in this state in interstate commerce.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.03 | License Required.

Effective:
September 29, 1997
Latest Legislation:
House Bill 215 - 122nd General Assembly
No foreign corporation not excepted from sections 1703.01 to 1703.31 of the Revised Code, shall transact business in this state unless it holds an unexpired and uncanceled license to do so issued by the secretary of state. To procure such a license, a foreign corporation shall file an application, pay a filing fee, and comply with all other requirements of law respecting the maintenance of the license as provided in those sections.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.05 | License Certificate.

Effective:
September 29, 1997
Latest Legislation:
House Bill 215 - 122nd General Assembly
When the application of a foreign corporation for a license to transact business in this state has been accepted for filing and the filing fee has been paid, the secretary of state shall issue to the corporation a license certificate authorizing it to transact business in this state, subject to expiration or cancellation of the license as provided by law.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.06 | Exclusive Use of Name.

Effective:
May 16, 2002
Latest Legislation:
House Bill 278 - 124th General Assembly
Any person intending to organize a corporation under the laws of another state, or any foreign corporation intending to transact business in this state or intending to change its name, may file in the office of the secretary of state, in writing and on a form prescribed by the secretary of state, an application for the exclusive use of a name to be used by that proposed or existing foreign corporation. If the secretary of state finds that such a name is proper under section 1703.04 of the Revised Code, the secretary of state shall indorse the secretary of state's approval upon the application, and from the date of that indorsement the applicant shall have the exclusive use of that name for a period of one hundred eighty days. The rights so secured may be transferred by the holder of the rights by filing in the office of the secretary of state a written transfer setting forth the name and address of the transferee. Every application under this section shall be accompanied by a fee of fifty dollars, which shall be returned in the event that the application is not approved.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.07 | Certificate of Merger or Consolidation.

Effective:
June 30, 2011
Latest Legislation:
House Bill 153 - 129th General Assembly
If a foreign corporation has merged or consolidated with one or more foreign corporations, it shall file with the secretary of state a certificate setting forth the fact of merger or consolidation, certified by the secretary of state, or other proper official, of the state under the laws of which the foreign corporation was incorporated.
The secretary of state, before filing a certificate evidencing a foreign corporation's merger or consolidation, shall charge and collect from the foreign corporation a filing fee as required by section 111.16 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.08 | Certificate of Amendment to Articles.

Effective:
September 29, 1997
Latest Legislation:
House Bill 215 - 122nd General Assembly
A foreign corporation shall file a certificate of amendment with the secretary of state if, in amending its articles of incorporation, it modifies any of the information included in either its application for a license to transact business in this state or any amendment to that application. The certificate of amendment shall describe the modification of information, include a statement of its adoption together with a statement that the certificate supersedes the information currently on file with the secretary of state, and be signed by an authorized officer of the corporation. The certificate of amendment shall also be accompanied by the filing fee set forth in division (B) of section 111.16 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.12 | Supplemental License Certificate.

Effective:
September 29, 1997
Latest Legislation:
House Bill 215 - 122nd General Assembly
Upon the filing of an amendment by a foreign corporation increasing its number of authorized shares in this state, the secretary of state shall issue to the corporation a supplemental license certificate setting forth the number of shares that the corporation is authorized to have represented in this state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.13 | Temporary License.

Effective:
October 20, 1978
Latest Legislation:
House Bill 297 - 112th General Assembly
Any foreign corporation which would be entitled to make application for and procure a license to transact business in this state under sections 1703.01 to 1703.31 of the Revised Code, may procure from the secretary of state a temporary license to transact business in this state upon filing with the secretary of state the application and certificate of good standing or subsistence required by such sections and paying to him a filing fee of one hundred twenty-five dollars. Such license shall be evidenced by a license certificate issued by the secretary of state entitling such corporation to transact business in this state for a period of six months from the date of such certificate. A corporation so licensed shall not be required to file any other reports or pay any other fees required by sections 1703.01 to 1703.31 of the Revised Code, but shall be subject to all other provisions of such sections. No foreign corporation shall be granted more than two temporary licenses within any period of three years.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.16 | Expiration or Cancellation Not to Affect Pending Actions.

Effective:
October 1, 1953
Latest Legislation:
House Bill 1 - 100th General Assembly
The expiration or cancellation of a license of a foreign corporation to transact business in this state shall not affect any pending action upon any liability or obligation of such corporation incurred within this state, or arising out of business transacted in this state, prior to the filing of a certificate of surrender under section 1703.17 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.19 | Service of Process on Secretary of State.

Effective:
July 29, 1998
Latest Legislation:
House Bill 579 - 122nd General Assembly
The secretary of state shall be the agent of any foreign corporation licensed to do business in this state, upon whom process against it from any court in this state or from any public authorities may be served within this state if the designated agent cannot be found, if the corporation has failed to designate another agent when required to do so under sections 1703.01 to 1703.31 of the Revised Code, or if the license of a corporation to do business in this state has expired or has been canceled. Pursuant to such service, suit may be brought in the county where the principal office of the corporation in this state is or was located, or in any county in which the cause of action arose. Such service shall be made upon the secretary of state by leaving with the secretary of state, or with an assistant secretary of state, quadruplicate copies of such process and a fee of five dollars which shall be included as taxable costs in case of judicial proceedings. Upon receipt of such process and fee the secretary of state shall forthwith give notice to the corporation, at its principal office, at its principal office in this state, and at any different address shown on its last franchise tax report filed in this state, of the service of such process, by forwarding to each of such offices by certified mail, with request for return receipt, a copy of such process, and shall retain a copy of such process in the secretary of state's files.
The secretary of state shall keep a record of any such process served upon the secretary of state and shall record therein the time of such service and the secretary of state's action thereafter with respect to it.
This section does not affect any right to serve process upon a foreign corporation in any other manner permitted by law.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.191 | Service of Process on Secretary of State in Action Against Unlicensed Foreign Corporation.

Effective:
October 20, 1978
Latest Legislation:
House Bill 297 - 112th General Assembly
Any foreign corporation required to be licensed under sections 1703.01 to 1703.31 of the Revised Code, which transacts business in this state without being so licensed, shall be conclusively presumed to have designated the secretary of state as its agent for the service of process in any action against such corporation arising out of acts or omissions of such corporation within this state, including, without limitation, any action to recover the statutory forfeiture for failure to be so licensed. Pursuant to such service, suit may be brought in Franklin county, or in any county in which such corporation did any act or transacted any business. Such service shall be made upon the secretary of state by leaving with him, or with an assistant secretary of state, duplicate copies of such process, together with an affidavit of the plaintiff or one of the plaintiff's attorneys, showing the last known address of such corporation, and a fee of five dollars which shall be included as taxable costs in case of judicial proceedings. Upon receipt of such process, affidavit, and fee the secretary of state shall forthwith give notice to the corporation at the address specified in the affidavit and forward to such address by certified mail, with a request for return receipt, a copy of such process.
The secretary of state shall retain a copy of such process in his files, keep a record of any such process served upon him, and record therein the time of such service and his action thereafter with respect thereto.
This section does not affect any right to serve process upon a foreign corporation in any other manner permitted by law.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.20 | Freedom From Attachment.

Effective:
October 1, 1953
Latest Legislation:
House Bill 1 - 100th General Assembly
A foreign corporation holding an unexpired and uncanceled license under sections 1703.01 to 1703.31, inclusive, of the Revised Code, shall not be subject to process of attachment under any law of this state on the ground that it is a foreign corporation nonresident of this state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.21 | Evidence.

Effective:
October 1, 1953
Latest Legislation:
House Bill 1 - 100th General Assembly
The license certificate, and any supplemental license certificate, issued under sections 1703.01 to 1703.31, inclusive, of the Revised Code, to a foreign corporation, or a copy of such certificate certified by the secretary of state, shall be prima-facie evidence that such corporation has been duly organized, is in existence, and is duly licensed to transact business in this state. Such evidence may be rebutted by a certificate of the secretary of state to the effect that the license of such corporation to transact business in this state has expired or has been and then stands canceled, or otherwise by competent evidence.
In any action or proceeding, civil or criminal, in any court, a copy of the articles of a foreign corporation certified by the secretary of state, or other proper official, of the state under the laws of which such corporation was incorporated shall be prima-facie evidence of the incorporation, existence, and powers of such corporation; but such evidence may be rebutted by a certificate of such secretary of state or other official, or otherwise by competent evidence.
In any such action or proceeding by or against or in any way relating to a corporation incorporated under the laws of any of the states of the United States or of any territory, insular possession, or other political subdivision of the United States, including the District of Columbia, the court shall take judicial notice of the constitution, statutes, and judicial decisions thereof relating to the organization and powers of corporations.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.22 | Recording of Amendment and Certificate for Change of Name.

Effective:
March 27, 2013
Latest Legislation:
House Bill 479 - 129th General Assembly
An amendment changing the name of a foreign corporation may be filed for record with the county recorder of any county when accompanied by a certificate from the secretary of state of this state certifying that an amendment evidencing a change in the corporate name has been filed in the secretary of state's office. For such recording the recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.23 | Notice to Foreign Corporations.

Effective:
October 1, 1953
Latest Legislation:
House Bill 1 - 100th General Assembly
Except as otherwise expressly provided in sections 1703.01 to 1703.31, inclusive, of the Revised Code, any notice, statement, certificate, or decision required or permitted by such sections to be given to a foreign corporation by any public authorities shall be deemed sufficiently given if mailed, postage prepaid, to such corporation at its principal office or at its principal office in this state, or to its designated agent at his residence or his business address.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.24 | Secretary of State to Keep Records and Make Monthly Report to Tax Commissioner.

Effective:
October 1, 1953
Latest Legislation:
House Bill 1 - 100th General Assembly
The secretary of state shall keep a record of all foreign corporations licensed to transact business in this state.
Once a month the secretary of state shall prepare and deliver to the tax commissioner a list of all foreign corporations licensed to transact business in this state during the preceding month, showing the location and addresses of their principal offices and of their principal offices in this state, and the names and addresses of their statutory agents, together with a list of all foreign corporations previously admitted to transact business in this state whose licenses to do so have expired or been canceled.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.25 | Action to Recover Fees Paid Under Protest.

Effective:
October 1, 1953
Latest Legislation:
Senate Bill 361 - 100th General Assembly
If any fees required to be paid under sections 1703.01 to 1703.31, inclusive, of the Revised Code, are paid under protest, if an action to recover such fees would lie against the secretary of state while they were held by him, and if such fees are paid into the state treasury in compliance with section 111.18 of the Revised Code, then actions to recover such fees shall be brought against the state and not against the secretary of state. For such purposes permission is hereby given to bring and maintain actions against the state to the extent that such actions might be brought and maintained against the secretary of state if the fees were held by him. Service of process in such actions shall be made on the attorney general, who shall represent the state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.26 | Appeals.

Effective:
September 29, 1997
Latest Legislation:
House Bill 215 - 122nd General Assembly
A foreign corporation licensed before the effective date of this amendment and having authority on that date to transact business in this state may appeal from any decision, finding, determination, or action by the secretary of state under sections 1703.01 to 1703.31 of the Revised Code, to a board of review consisting of the auditor of state, the treasurer of state, and the attorney general, or their authorized representatives, by filing notice of such appeal with the auditor of state. The auditor of state shall thereupon notify the corporation of the date of the hearing before the board at least ten days prior to the date of the hearing, and at the hearing the corporation shall be entitled to be heard. The decision of a majority of the members of the board shall be final. The decision shall be in writing and shall be transmitted to the secretary of state. The secretary of state shall thereupon mail to the corporation a copy of the decision.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.28 | Forfeiture for Transacting Business Without License.

Effective:
October 1, 1953
Latest Legislation:
House Bill 1 - 100th General Assembly
Any foreign corporation required to be licensed under sections 1703.01 to 1703.31, inclusive, of the Revised Code, which transacts business in this state without being so licensed, or when its license has expired or been canceled and has not been reinstated, shall forfeit not less than two hundred fifty dollars nor more than ten thousand dollars. Such forfeiture shall be recovered in an action in the name of the state brought in the court of common pleas of Franklin county, or in any county in which the corporation has transacted business or has property or a place of business, by the attorney general or by the prosecuting attorney. If such action is brought by the attorney general such forfeiture shall on collection be paid into the state treasury to the credit of the general revenue fund, and if brought by the prosecuting attorney one half of such forfeiture shall on collection be paid to the treasurer of the county in which such action was brought and one half shall be paid into the state treasury to the credit of the general revenue fund. In addition to such forfeiture the court shall require that the corporation pay all amounts it should have paid under sections 1703.01 to 1703.31, inclusive, of the Revised Code, as a filing fee and as annual franchise taxes, plus interest thereon at the rate of six per cent per annum, for all years in which the court determines it was transacting business in this state without being so licensed and shall render judgment for such amount. Proceedings for the recovery of such forfeiture, filing fee, and annual franchise taxes must be commenced not later than five years after such corporation has ceased to transact any business in this state.
For good cause shown, the secretary of state, with the consent of the attorney general, may remit the forfeiture or a part thereof, with or without bringing suit and before or after judgment, and the court in which an action is pending for the collection of a forfeiture, may remit all or part of the forfeiture for good cause shown.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.29 | Unlicensed Foreign Corporation Contracts Not Affected - Corporation Cannot Maintain an Action.

Effective:
September 29, 2013
Latest Legislation:
House Bill 59 - 130th General Assembly
(A) The failure of any corporation to obtain a license under sections 1703.01 to 1703.31 of the Revised Code, does not affect the validity of any contract with such corporation, but no foreign corporation that should have obtained such license shall maintain any action in any court until it has obtained such license. Before any such corporation shall maintain such action on any cause of action arising at the time when it was not licensed to transact business in this state, it shall pay to the secretary of state a forfeiture of two hundred fifty dollars and file in the secretary of state's office the papers required by divisions (B) or (C) of this section, whichever is applicable.
(B) If such corporation has not been previously licensed to do business in this state or if its license has been surrendered it shall file as required by division (A) of this section:
(1) Its application for a license certificate, together with the filing fee, with such information as the secretary of state requires as to the time it began to transact business in this state and as to the number of its issued shares represented in this state, and with the license fees on its shares represented in this state plus a forfeiture of fifteen per cent thereon.
(2) A certificate from the tax commissioner that the corporation has paid all taxes that it should have paid had it qualified to do business in this state at the time it began to do so, plus any penalties assessable on said taxes on account of failure to pay them within the time prescribed by law, or a certificate of the commissioner that the corporation has furnished security satisfactory to the commissioner for the payment of all such taxes and penalties.
(C) If such corporation has been previously licensed to transact business in this state and its license has expired or has been canceled by the secretary of state upon order of the commissioner, or for failure to designate an agent for service of process, it shall file with the secretary of state its application for reinstatement, as provided by law, together with the proper reinstatement fee plus a forfeiture of fifteen per cent thereon.
Upon the filing of such application and payment of such fees and penalties or forfeitures, the secretary of state shall issue to such corporation a license certificate.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.30 | Officer of Unlicensed Foreign Corporation Shall Not Transact Business.

Effective:
October 1, 1953
Latest Legislation:
House Bill 1 - 100th General Assembly
No officer of a foreign corporation shall transact business in this state on its behalf, if such corporation is required by sections 1703.01 to 1703.31, inclusive, of the Revised Code, to procure and maintain a license but has not done so.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1703 | Foreign Corporations › Section 1703.31 | Registration of Corporate Name.

Effective:
September 5, 2001
Latest Legislation:
House Bill 94 - 124th General Assembly
(A) Any foreign corporation may register its corporate name, if its corporate name is available for use under division (D) of section 1703.04 of the Revised Code, by filing in the office of the secretary of state an application, on a form prescribed by the secretary of state, that contains the following information:
(1) The exact corporate name to be registered;
(2) The complete address of the principal office of the corporation;
(3) The jurisdiction of its incorporation;
(4) The date of its incorporation;
(5) A statement that it is carrying on or doing business;
(6) The general nature of the business in which it is engaged;
(7) Any other information required by the secretary of state.
The application shall be signed and verified by an officer of the applicant.
The application shall be accompanied by a certificate stating that the corporation is in good standing under the laws of the jurisdiction of its incorporation, which certificate shall be executed by the official of the jurisdiction having custody of the records pertaining to corporations and dated not earlier than sixty days prior to the filing of the application.
The filing fee specified in division (S)(1) of section 111.16 of the Revised Code shall accompany the application.
(B) Registration of a corporate name under this section is effective for a term of one year from the date of registration. Upon application, on a form prescribed by the secretary of state, filed with the secretary of state prior to the expiration of each one-year term, the registration may be renewed for an additional term. The renewal application shall set forth the facts required to be set forth in the original application for registration, together with a certificate of good standing as required for the initial registration.
The secretary of state shall notify registrants within the three months before the expiration of one year from the date of registration of the necessity of renewal by writing to the principal office address of the registrants as shown upon the current registration in effect.
The renewal fee specified in division (S)(3) of section 111.16 of the Revised Code, payable to the secretary of state, shall accompany the application for renewal of the registration.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1704 | Transactions Involving Interested Shareholders › Section 1704.02 | Prohibiting Certain Transactions During Three-Year Period.

Effective:
March 24, 2021
Latest Legislation:
House Bill 301 - 126th General Assembly
An issuing public corporation shall not engage in a Chapter 1704. transaction for three years after an interested shareholder's share acquisition date unless either of the following applies:
(A) Prior to the interested shareholder's share acquisition date, the directors of the issuing public corporation have approved, for the purposes of this chapter, the Chapter 1704. transaction or the purchase of shares by the interested shareholder on the interested shareholder's share acquisition date;
(B) Any of the provisions of section 1704.05 of the Revised Code makes this chapter inapplicable, except that if the Chapter 1704. transaction is of a type described in section 1701.76, 1701.78, 1701.79, 1701.80, 1701.801, 1701.802, or 1701.86 of the Revised Code, there also must be compliance with the provisions of that section.