reglab/statecodes huggingface dataset:
2023 Ohio Revised Code › Title 15 | Conservation of Natural Resources › Chapter 1571 | Underground Storage of Gas › Section 1571.99 | Penalty.

Effective:
September 29, 2011
Latest Legislation:
House Bill 153 - 129th General Assembly
Any person who purposely violates any order of the chief of the division of oil and gas resources management, of a hearing officer appointed by the director of natural resources under section 1571.14 of the Revised Code, or of the director, made pursuant to this chapter shall be punished by a fine not exceeding two thousand dollars, or imprisoned in jail for a period not exceeding twelve months, or both, in the discretion of the court.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.02 | Computation of Time for Notice.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
In computing the period of time for the giving of a notice required or permitted under sections 1701.01 to 1701.98, inclusive, of the Revised Code, or under the articles, the regulations, or the bylaws of a corporation, or a resolution of its shareholders or directors, the day on which the notice is given shall be excluded, and the day when the act for which notice is given is to be done shall be included, unless the instrument calling for the notice otherwise provides. If notice is permitted to be given by mail, the notice shall be deemed to have been given when deposited in the mail.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.04 | Articles of Incorporation.

Effective:
March 24, 2021
Latest Legislation:
Senate Bill 21 - 133rd General Assembly
(A) Any person, singly or jointly with others, and without regard to residence, domicile, or state of incorporation, may form a corporation by signing and filing with the secretary of state articles of incorporation that shall set forth all of the following:
(1) The name of the corporation, which shall be in compliance with division (A) of section 1701.05 of the Revised Code;
(2) The place in this state where the principal office of the corporation is to be located;
(3) The authorized number and the par value per share of shares with par value, and the authorized number of shares without par value, except that the articles of a banking, safe deposit, trust, or insurance corporation shall not authorize shares without par value; the express terms, if any, of the shares; and, if the shares are classified, the designation of each class, the authorized number and par value per share, if any, of the shares of each class, and the express terms of the shares of each class;
(4) If the corporation is to have an initial stated capital, the amount of that stated capital.
(B) The articles also may set forth any of the following:
(1) The names of the individuals who are to serve as initial directors;
(2) The purpose or purposes for which the corporation is formed, but in the absence of a statement of the purpose or purposes or except as expressly set forth in such statement, the purpose for which any corporation is formed is to engage in any lawful act or activity for which a corporation may be formed under this chapter, and all lawful acts and activities of the corporation are within the purposes of the corporation;
(3) Any priority or other method for balancing the purposes for which the corporation is formed;
(4) Any lawful provision for the purpose of defining, limiting, or regulating the exercise of the authority of the corporation, the incorporators, the directors, the officers, the shareholders, or the holders of any class of shares;
(5) Any provision that may be set forth in the regulations;
(6) A provision specifying the period of existence of the corporation if it is to be otherwise than perpetual;
(7) A provision eliminating the right of every shareholder to vote cumulatively in the election of directors;
(8) Any additional provision permitted by this chapter.
(C) A written appointment of a statutory agent for the purposes set forth in section 1701.07 of the Revised Code shall be filed with the articles, unless the corporation belongs to one of the classes mentioned in division (O) of that section.
(D) The legal existence of the corporation begins upon the filing of the articles or on a later date specified in the articles that is not more than ninety days after filing, and, unless the articles otherwise provide, its period of existence shall be perpetual.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.041 | Exemptions for Disaster Workers.

Effective:
September 28, 2018
Latest Legislation:
House Bill 133 - 132nd General Assembly
(A) As used in this section, "critical infrastructure," "disaster response period," "disaster work," a nd "qualifying employee" have the same meanings as in section 5703.94 of the Revised Code.
(B) No person shall be required to file articles of incorporation or any other documents or applications with the secretary of state as established in sections 111.16, 1329.01, 1701.04, or elsewhere in the Revised Code or otherwise comply with the requirements of Title XVII of the Revised Code as a condition precedent to engaging in business in this state for any of the following activities:
(1) Disaster work performed in this state by an out-of- state disaster business during a disaster response period pursuant to a qualifying solicitation received by the business;
(2) Disaster work performed in this state by a qualifying employee described in division (A)(14)(a) of section 5703.94 of the Revised Code during a disaster response period pursuant to a qualifying solicitation received by the employee's employer;
(3) Disaster work performed in this state by a qualifying employee described in division (A) (14)(b) of section 5703.94 of the Revised Code during a disaster response period on critical infrastructure owned or used by the employee's employer.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.06 | Express Terms of Shares.

Effective:
March 17, 2000
Latest Legislation:
House Bill 78 - 123rd General Assembly
(A) The express terms of shares may include statements specifying any of the following:
(1) Dividend or distribution rights, which may be cumulative or noncumulative; at a specified rate, amount, or proportion; with or without further participation rights; and in preference to, junior to, or on a parity in whole or in part with dividend or distribution rights of shares of any other class;
(2) Liquidation rights, preferences, and price;
(3) Redemption rights and price;
(4) Sinking fund requirements, which may require the corporation to provide a sinking fund out of earnings or otherwise for the purchase or redemption of the shares or for dividends or distributions on them;
(5) Voting rights, which may be full, limited, or denied, except as otherwise required by law;
(6) Pre-emptive rights, or the denial or limitation of them;
(7) Conversion rights;
(8) Restrictions on the issuance of shares;
(9) Rights of alteration of express terms;
(10) The division of any class of shares into series;
(11) The designation and authorized number of shares of each series;
(12) The right of the directors, subject to any limitations that may be stated, to adopt amendments to the articles determining, in whole or in part, the express terms, within the limits set forth in this chapter, of any class of shares before the issuance of any shares of that class, or of one or more series within a class before the issuance of any shares of that series;
(13) Any other relative, participating, optional, or other special rights and privileges of, and qualifications or restrictions on, the rights of holders of shares of any class or series.
(B) Each series of a class shall be given a distinguishing designation. All shares of a series shall have express terms identical with those of other shares of the same series. Any of the express terms of any class or series of shares may be made dependent upon facts ascertainable outside the articles or any amendment to those articles, provided that the manner in which the facts operate upon the express terms is set forth in the articles or any amendment to those articles.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.08 | Acceptance of Articles of Incorporation and Other Certificates - Filing Not Constructive Notice of Contents.

Effective:
July 29, 1998
Latest Legislation:
House Bill 579 - 122nd General Assembly
(A) When articles of incorporation and other certificates relating to the corporation are submitted to the secretary of state, the secretary of state shall, after finding that they comply with the provisions of sections 1701.01 to 1701.98 of the Revised Code, accept the articles and other certificates for filing and make a copy of the articles and other certificates by microfilm or by any authorized photostatic or digitized process. Evidence of the filing shall be returned to the person filing the articles or certificate.
(B) All persons shall have the opportunity of acquiring knowledge of the contents of the articles and other certificates filed and recorded in the office of the secretary of state, but no person dealing with the corporation shall be charged with constructive notice of the contents of any such articles or certificates by reason of such filing or recording.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.09 | Subscriptions for Shares.

Effective:
March 17, 2000
Latest Legislation:
House Bill 78 - 123rd General Assembly
(A) After the articles have been filed, the incorporators or a majority of them may receive subscriptions for shares at such time and place that they determine.
(B) Unless the articles fix the consideration for which subscriptions are to be received, all of the following apply:
(1) If subscriptions are to be received for shares without par value, the incorporators shall fix the consideration for which they will receive subscriptions for such shares.
(2) If subscriptions are to be received for shares with par value, the consideration for the shares shall be the par value or the greater consideration that the incorporators fix.
(3) If any subscriptions are to be payable otherwise than in money, the incorporators may determine the fair value to the corporation of the consideration for the shares.
(C) No subscriptions for shares shall be received by the incorporators if the articles name the initial directors or after the meeting of the shareholders or incorporators at which the initial election of directors occurs.
(D) The failure of incorporators of a corporation formed or attempted to be formed under the laws of this state then in effect to file in the office of the secretary of state a certificate of subscription required by those laws to be filed does not make the existence of the corporation or any of its acts subject to question.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.10 | Initial Directors Holding Organizational Meeting.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) After incorporation, all of the following apply:
(1) If the initial directors are named in the articles, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by receiving subscriptions, appointing officers, adopting regulations, and carrying on any other business brought before the meeting.
(2) If the initial directors are not named in the articles, the incorporator or incorporators either shall receive subscriptions as provided in division (A) of section 1701.09 of the Revised Code or shall hold an organizational meeting at the call of a majority of the incorporators to elect directors who shall complete the organization of the corporation as provided in division (A)(1) of this section. If subscriptions for shares are received by the incorporators, the incorporators, or a majority of them, shall give not less than seven days' written notice to the shareholders, unless written notice is waived by the shareholders, to meet at a specified time and place for the purposes of adopting regulations, electing directors, and transacting any other business. The shareholders shall meet for those purposes at the time and place specified.
(3) Notwithstanding divisions (A)(1) and (2) of this section, if regulations have not been adopted within ninety days after the formation of the corporation, regulations may be adopted only as provided in section 1701.11 of the Revised Code.
(B) Action required or permitted by this chapter to be taken by the incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(C) An organizational meeting may be held in or out of this state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.12 | Liability for Non-Payment of Initial Stated Capital.

Effective:
July 30, 1984
Latest Legislation:
House Bill 250 - 115th General Assembly
If an initial stated capital is set forth in its articles and a corporation commences business before there has been paid in the amount of that initial stated capital, no corporate transaction shall be invalidated thereby, but incorporators participating in such transaction before the election of directors, and directors participating therein, shall be jointly and severally liable for the debts of the corporation up to an amount not exceeding in the aggregate the amount by which the stated capital paid in at the time the corporation commenced business fails to equal the initial stated capital set forth in the articles, until the amount set forth in the articles has been paid in.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.14 | Issuance of Shares and Release of Obligation of Subscriber.

Effective:
January 9, 1961
Latest Legislation:
House Bill 1 - 104th General Assembly
Except as otherwise provided by law, the articles, or the regulations, the directors of a corporation may:
(A) Determine the time when, the terms under which, and the considerations for which the corporation issues, disposes of, or receives subscriptions for, its shares, including treasury shares;
(B) Determine, subject to the limitations provided in section 1701.35 of the Revised Code in the case of purchase of shares by the corporation, whether and upon what terms the obligation of any subscriber for shares shall be released, settled, or compromised.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.17 | Sale of Shares to Corporation or Subsidiary Employees - Delegation of Authority.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) A corporation by its directors, upon terms as it may impose, may provide and carry out plans for the issuance, offering, or sale, or for the grant of options, to employees of the corporation or of subsidiary corporations, or to a trustee on their behalf, during the period of their employment or other period, of, or with respect to, any unissued shares, treasury shares, or shares to be purchased, which plans may provide for the payment for such shares at one time or in installments or for the establishment of special funds in which employees may participate. Shares otherwise subject to pre-emptive rights may be offered or sold under these plans only when released from pre-emptive rights.
(B)(1) The directors, or a committee of the directors, may delegate the authority described in division (A) of this section to one or more officers if the resolution authorizing the delegation specifies the total number of shares or options that the officer or officers may award and the terms on which any shares may be issued, offered, or sold or the terms of any options.
(2) The directors may not authorize any officer described in division (B)(1) of this section to designate that officer as a recipient of any shares or options with respect to shares.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.19 | Determination of Fair Value of Property or Services.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) When a determination of the fair value to a corporation is made by the incorporators, directors, or shareholders with respect to consideration, other than cash, paid or to be paid to the corporation for shares; or made by the directors with respect to property voluntarily contributed to the corporation; or made by the directors with respect to physical assets of the corporation that are reckoned by the directors to have a fair value to the corporation in excess of the amount at which they are carried on its books; or provided for in a decree or order as provided in section 1701.75 of the Revised Code or set forth in an agreement of merger or consolidation adopted as provided in section 1701.78, 1701.79, 1701.80, or 1701.801 of the Revised Code, then the determination shall be conclusive in any action or proceeding in which it is claimed that the fair value to the corporation of such consideration or property is or was less than the value so determined, unless the party asserting a claim affirmatively proves by clear and convincing evidence, and otherwise than by proving the difference between the value of such consideration or property and the fair value so determined, that the determination was knowingly and intentionally made, by the persons making the determination, at a value greater than the fair value of such consideration or property to the corporation.
(B) The making of an agreement to issue or dispose of shares for property or consideration other than cash or the issuance or disposition of shares in consummation of any agreement or transaction referred to in division (A) of this section shall be held to be a determination that the property or other consideration involved has a fair value to the corporation not less than the value required to justify the issuance or disposition of such shares.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.20 | Enforcing Payment for Shares.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
(A) When no provision as to time of payment for shares of a corporation is made in the contract of subscription or purchase, they shall be paid for on the call of the directors.
(B) In case of default in the payment of any contract of subscription or purchase, the corporation may collect the amount unpaid, and in addition to other remedies, unless the contract of subscription or purchase otherwise provides, the corporation, thirty days after notice setting forth such default and the time and place of the proposed sale of his shares has been given to the subscriber or purchaser by registered mail, may sell his shares at public auction. Notice of the time and place of sale shall be published once, at least fifteen days prior to such sale, in a newspaper of general circulation in the county in which the principal office of the corporation is located. Any proceeds remaining after paying the amount due on the shares and the cost of sale shall be paid to the subscriber or purchaser.
(C) If a receiver with power to collect debts due the corporation or a trustee in bankruptcy of the corporation has been appointed, all amounts unpaid on any contract of subscription or purchase shall be paid at such times and in such installments as such receiver or trustee, or the court appointing him, may direct, subject to the provisions of the contract.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.21 | Conversion of Shares.

Effective:
July 30, 1984
Latest Legislation:
House Bill 250 - 115th General Assembly
(A) By the express terms of shares of any class or series, such shares may be convertible into the same or a different number of shares of any other class or series. Such express terms may contain any statements not repugnant to law for the protection of such conversion rights, including, without limiting the generality of such authority: restrictions upon the authorization or issuance of additional shares; provisions for the adjustment of the conversion price or ratio; provisions concerning rights in the event of reorganization, merger, consolidation, or lease, sale, exchange, transfer or other disposition of all, or substantially all, of the assets of the corporation; provisions for the reservation of authorized but unissued shares to satisfy such conversion rights; and restrictions upon the declaration or payment of dividends or distributions. Such express terms may also include statements, not inconsistent with the provisions of section 1701.30 of the Revised Code, to provide that upon the exercise of conversion rights the stated capital of the corporation shall be created, increased, reduced, or eliminated in the manner, at the rate, or to the extent provided therein.
(B) The corporation shall not issue any shares, with or without par value, which are convertible into shares having an aggregate par value greater than the aggregate stated capital of such convertible shares unless in each case immediately after the issuing of any of the convertible shares the corporation will have a surplus not less in amount than the excess of the aggregate par value of all the shares into which such convertible shares may be converted over the aggregate stated capital of all the outstanding convertible shares; and during the entire period that such conversion rights may be exercised, the corporation shall reserve from its surplus, solely for transfer to stated capital upon the exercise of such conversion rights, an amount equal at the time to the excess of the aggregate par value of all the shares into which the then outstanding convertible shares may be converted over the aggregate stated capital of such convertible shares; provided that the failure or inability of the corporation to maintain such reserve shall not affect the conversion rights of any outstanding convertible shares.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.23 | Redemption of Shares.

Effective:
October 16, 1961
Latest Legislation:
Senate Bill 11 - 104th General Assembly
(A) By the express terms of shares of any class or series, such shares may be redeemable, in whole at one time or in part from time to time, at the option of the corporation, or at a specified time or event, in such manner and upon such conditions, price, and notice as are provided in said express terms. The exercise of such right of redemption shall, however, be subject to the limitations provided in section 1701.35 of the Revised Code.
(B) Unless otherwise provided in the articles, redemption of a part only of the outstanding shares on call shall be pro rata or by lot in such manner as the directors deem equitable.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.25 | Statements on Certificate for Shares.

Effective:
May 16, 2002
Latest Legislation:
House Bill 278 - 124th General Assembly
(A) Each certificate for shares of a corporation shall state:
(1) That the corporation is organized under the laws of this state;
(2) The name of the person to whom the shares represented by the certificate are issued;
(3) The number of shares represented by the certificate;
(4) If the shares of the corporation are classified, the designation of the class, and the series, if any, of the shares represented by the certificate;
(5) On the face or the back of the certificate:
(a) The express terms, if any, of the shares represented by the certificate and of the other class or classes and series of shares, if any, which the corporation is authorized to issue; or
(b) A summary of such express terms; or
(c) That the corporation will send to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor; or
(d) That a copy of such express terms is attached to and by reference made a part of such certificate and that the corporation will send to the shareholder a copy of such express terms without charge within five days after receipt of written request therefor if the copy has become detached from the certificate.
(B) No restriction on the right to transfer shares and no reservation of lien on shares shall be effective against a transferee of such shares unless there has been compliance with section 1308.11 of the Revised Code, and unless, as to certificated securities, there is set forth on the face or the back of the certificate therefor:
(1) A statement of the terms of such restriction or reservation; or
(2) A summary of the terms of such restriction or reservation and a statement that the corporation will send to the shareholder a copy of such restriction or reservation without charge within five days after receipt of written request therefor; or
(3) If such restriction or reservation is contained in the articles or regulations of the corporation, or in an instrument in writing to which the corporation is a party, a statement to that effect and a statement that the corporation will send to the shareholder a copy of such restriction or reservation without charge within five days after receipt of written request therefor; or
(4) If such restriction or reservation is contained in an instrument in writing (other than the articles or regulations of the corporation or an instrument in writing to which the corporation is a party), a statement to that effect identifying the instrument by title, date, and parties.
(C) A corporation shall send to a shareholder without charge within five days after receipt of written request therefor the copy or copies referred to in divisions (A)(5)(c) and (d) and (B)(2) and (3) of this section by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the copy or copies are sent.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.26 | Transfer Agents and Registrars.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
A corporation may open transfer books in any state for the purpose of transferring shares issued by it, and it may employ agents to keep the records of its shares, or to transfer or to register shares, or both, in any state, and the acts of such agents shall be binding on the corporation. The duties and liabilities of such agents shall be such as are agreed to by the corporation. If no such transfer agent is appointed by it to act in this state, the corporation shall keep an office in this state at which shares are transferable, and at which it keeps books in which are recorded the names and addresses of all shareholders and all transfers of shares.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.27 | Replacement of Lost, Stolen or Destroyed Certificate.

Effective:
January 1, 1998
Latest Legislation:
House Bill 170 - 122nd General Assembly
(A) In case a certificate for shares is lost, stolen, or destroyed, the court of common pleas or the probate court of the county in which the principal office of the corporation is located shall have jurisdiction to hear and determine all questions respecting such loss, theft, or destruction, the person interested therein, the bond required to be given to protect the corporation or any person injured by the execution and delivery of a new certificate, the terms on which a new certificate shall be executed and delivered, and the costs and counsel fees, if any, to be allowed to the corporation.
(B) A corporation which voluntarily and in good faith executes and delivers a new certificate in lieu of one believed to have been lost, stolen, or destroyed, or which executes and delivers a new certificate in compliance with an order of a court of competent jurisdiction, may recognize the person named in the new certificate, or any certificate thereafter executed and delivered in exchange or substitution for such new certificate, as the owner of the shares described therein for all purposes, until the owner of the original certificate, or a transferee thereof without notice and for value, enjoins the corporation and the holder of any new certificate, or any certificate executed and delivered in exchange or substitution for such new certificate, from so acting.
(C) Special provisions in section 1308.41 of the Revised Code relating to the replacement of lost, apparently destroyed, or wrongfully taken securities shall govern to the exclusion of the provisions of this section on this subject, except where it clearly appears that a special provision is cumulative, in which case it and the provisions of this section on the same subject shall apply.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.29 | Organizing and Financing Expenses.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
A corporation may pay as cost of organization or reorganization the reasonable expenses incident thereto, and it may also pay or allow reasonable expenses, compensation, or discount for the sale, underwriting, or purchase of any of its shares; such payment or allowance shall not have the effect of rendering shares not fully paid and nonassessable.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.31 | Reduction of Stated Capital.

Effective:
July 30, 1984
Latest Legislation:
House Bill 250 - 115th General Assembly
A corporation shall not take any action which will require or result in reduction of the stated capital of each outstanding share with par value, to less than the par value of such share. Subject to such limitation and to such provisions as are set forth in the articles or in any contract or obligation:
(A) Whenever an outstanding redeemable share is redeemed by the corporation, or an outstanding share is purchased or otherwise acquired by the issuing corporation (otherwise than upon conversion, change, or exchange), the stated capital, if any, of the class to which such redeemed, purchased, or acquired share belongs shall thereby be reduced by an amount equal to the stated capital, if any, of such share;
(B) Whenever an outstanding share is released from subscription, the stated capital, if any, of the class to which such share belongs shall thereby be reduced by an amount equal to the stated capital, if any, of such share;
(C) Upon the exercise of conversion rights of convertible shares, the stated capital, if any, of the corporation shall be reduced if and to the extent that the express terms of such shares so provide;
(D) The stated capital of the corporation shall be reduced or eliminated, in a manner not inconsistent with section 1701.30 of the Revised Code, to the extent and in the manner that such reduction or elimination is provided for in an amendment to the articles described in division (B)(8) of section 1701.69 of the Revised Code;
(E) The stated capital, if any, of a particular class of shares may also be reduced or eliminated, in a manner not inconsistent with section 1701.30 of the Revised Code, by resolution adopted at a meeting of shareholders held for such purpose, by the affirmative vote of the holders of two-thirds of the shares of each class, regardless of limitations or restrictions in the articles on the voting rights of the shares of any such class, or, if the articles so provide or permit, a greater or lesser proportion, but not less than a majority of the shares of any class.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.34 | Recovery of Unclaimed Dividend or Distribution.

Effective:
July 30, 1984
Latest Legislation:
House Bill 250 - 115th General Assembly
If a corporation has declared a cash dividend or distribution on any shares and has mailed to a shareholder at his address appearing on the records of the corporation a valid check in the amount of the dividend or distribution to which such shareholder is entitled, and such check would have been honored if duly presented to the bank on which it is drawn, no action for the recovery of such dividend or distribution or the amount thereof shall be brought by the shareholder or other person entitled to such dividend or distribution more than six years after the date of mailing the check.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.35 | Purchase of Own Shares.

Effective:
July 30, 1984
Latest Legislation:
House Bill 250 - 115th General Assembly
(A) A corporation by its directors may purchase shares of any class issued by it, in any of the following instances:
(1) When the articles authorize the redemption of such shares and do not prohibit such purchase;
(2) To collect or compromise a debt, claim, or controversy in good faith;
(3) From a subscriber whose shares have not been paid for in full, or in settlement or compromise of a subscription;
(4) For offering and sale, or the grant of options with respect thereto, to any or all of the employees of the corporation or of subsidiary corporations or to a trustee on their behalf, under any plan adopted or to be adopted by the directors for that purpose;
(5) From a person who has purchased such shares from the corporation under an agreement reserving to the corporation the right to repurchase or obligating it to repurchase;
(6) To avoid the issuance of or to eliminate fractional shares;
(7) When the articles in substance provide that the corporation shall have a right to repurchase if and when any shareholder desires to, or on the happening of any event is required to, sell such shares;
(8) From a shareholder who by reason of dissent is entitled to be paid the fair cash value of his shares;
(9) When authorized by the shareholders at a meeting called for such purpose, by the affirmative vote of the holders of two-thirds of the shares of each class, regardless of limitations or restrictions in the articles on the voting rights of the shares of any such class, or if the articles so provide or permit, a greater or lesser proportion, but not less than a majority, of the shares of any class;
(10) When authorized by the articles or by such vote or consent of holders of such proportion of shares, though less than a majority, of any one or more classes as is provided in the articles.
(B) A corporation shall not purchase its own shares except as provided in this section, nor shall a corporation purchase or redeem its own shares if immediately thereafter its assets would be less than its liabilities plus its stated capital, if any, or if the corporation is insolvent, or if there is reasonable ground to believe that by such purchase or redemption it would be rendered insolvent.
(C) Shares issued by a corporation which owns or controls shares entitling it to elect a majority of the directors of another corporation may be purchased by such last mentioned corporation only when and if such shares could be purchased by the issuing corporation pursuant to division (A)(9) or (10) of this section.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.36 | Shares Deemed Retired.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
(A) Whenever convertible shares are converted into shares of another class, the shares surrendered upon such conversion shall be deemed retired and shall not be reissued as convertible shares.
(B) Whenever redeemable shares are redeemed, purchased, or otherwise acquired by the corporation, such shares shall be deemed retired.
(C) Shares released from subscription shall be deemed retired.
(D) Unless otherwise provided in the articles, the directors may retire treasury shares.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.37 | Corporation to Keep Books and Records of Account, Minutes of Proceedings and Records of Shareholders.

Effective:
May 16, 2002
Latest Legislation:
House Bill 278 - 124th General Assembly
(A) Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, shareholders, directors, and committees of the directors, and records of its shareholders showing their names and addresses and the number and class of shares issued or transferred of record to or by them from time to time.
(B) Upon request of any shareholder at any meeting of shareholders, there shall be produced at such meeting an alphabetically arranged list, or classified lists, of the shareholders of record as of the applicable record date, who are entitled to vote, showing their respective addresses and the number and class of shares held by each. Such list or lists when certified by the officer or agent in charge of the transfers of shares shall be prima-facie evidence of the facts shown therein. If the meeting is to be held solely or in part by means of communications equipment, then the corporation shall make the list or lists open to the examination of any shareholder or proxyholder during the whole time of the meeting on a reasonably accessible electronic network. The directors may adopt guidelines and procedures to permit the corporation to verify that any person accessing the list or lists is a shareholder or proxyholder.
(C) Any shareholder of the corporation, upon written demand stating the specific purpose thereof, shall have the right to examine in person or by agent or attorney at any reasonable time and for any reasonable and proper purpose, the articles of the corporation, its regulations, its books and records of account, minutes, and records of shareholders aforesaid, and voting trust agreements, if any, on file with the corporation, and to make copies or extracts thereof. Any written demand by an acquiring person to examine the records of shareholders for the purpose of communicating with shareholders of the issuing public corporation in connection with a meeting of shareholders called pursuant to section 1701.831 of the Revised Code shall be deemed to have been made by a shareholder of the issuing public corporation for a reasonable and proper purpose.
(D) Unless otherwise prohibited by law, if a shareholder has authorized the corporation to deliver notices of shareholder meetings required by section 1701.41 of the Revised Code to the shareholder by any means other than mail and has not rescinded that authorization, the corporation shall include the electronic mail address or other electronic contact information necessary to deliver the notice on any list or lists of shareholders prepared pursuant to division (B) or (C) of this section.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.39 | Annual Meeting.

Effective:
September 30, 1974
Latest Legislation:
Senate Bill 155 - 110th General Assembly
An annual meeting of shareholders for the election of directors and the consideration of reports to be laid before such meeting shall be held on a date designated by, or in the manner provided for in, the articles or in the regulations. In the absence of such designation, the annual meeting shall be held on the first Monday of the fourth month following the close of each fiscal year of the corporation. When the annual meeting is not held or directors are not elected thereat, they may be elected at a special meeting called for that purpose.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.40 | Calling Meeting of Shareholders.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) Meetings of shareholders may be called by any of the following:
(1) The chairperson of the board, the president, or, in case of the president's absence, death, or disability, the vice-president authorized to exercise the authority of the president;
(2) The directors by action at a meeting, or a majority of the directors acting without a meeting;
(3) Persons who hold twenty-five per cent of all shares outstanding and entitled to vote at the meeting, unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code specify for that purpose a smaller or larger proportion but not in excess of fifty per cent;
(4) Such other officers or persons as the articles or the regulations authorize to call the meetings.
(B) Meetings of shareholders may be held either within or without this state if so provided in the articles or the regulations. The articles or regulations may authorize the directors to determine that the meeting shall not be held at any physical place, but instead may be held solely by means of communications equipment as authorized by division (C) of this section. If the corporation is an issuing public corporation and the articles or regulations do not require that a meeting be held at a particular physical place and also authorize the directors to fix the place of the meeting, the directors may determine that the meeting shall not be held at any physical place, but instead may be held solely by means of communications equipment as authorized by division (C) of this section. In the absence of any such provision, all meetings shall be held at the principal office of the corporation in this state.
(C) If authorized by the directors, the shareholders and proxyholders who are not physically present at a meeting of shareholders may attend a meeting of shareholders by use of communications equipment that enables the shareholder or proxyholder an opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting and to speak or otherwise participate in the proceedings contemporaneously with those physically present. Any shareholder using communications equipment will be deemed present in person at the meeting whether the meeting is to be held at a designated place or solely by means of communications equipment. The directors may adopt guidelines and procedures for the use of communications equipment in connection with a meeting of shareholders to permit the corporation to verify that a person is a shareholder or proxyholder and to maintain a record of any vote or other action.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.42 | Waiver of Notice.

Effective:
May 16, 2002
Latest Legislation:
House Bill 278 - 124th General Assembly
Notice of the time, place, if any, and purposes of any meeting of shareholders or directors, as the case may be, whether required by law, the articles, the regulations, or (in the case of directors) the bylaws, may be waived in writing, either before or after the holding of such meeting, by any shareholder, or by any director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any shareholder or any director at any such meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by the shareholder or director of notice of such meeting. A telegram, cablegram, electronic mail, or an electronic or other transmission capable of authentication that appears to have been sent by a person described in this section and that contains a waiver by that person is a writing for the purposes of this section.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.43 | Notice Requirements May Be Dispensed With.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
Any requirement imposed by law, the articles, the regulations, or the bylaws, with respect to the giving or sending of any notice or communication to any shareholder or director as such whose address as it appears upon the records of the corporation is outside of the United States, may be dispensed with, and no action taken shall be affected or invalidated by the failure to give or send any such notice or communication in so far as compliance with any such requirement is at the time prohibited by, or dependent upon the obtaining of a license or consent under, any act of congress or any rules, regulations, proclamations, or executive orders issued under authority of any such act.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.44 | Qualifications of Voters.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(A) Except to the extent that the voting rights of the shares of any class are increased, limited, or denied by the express terms of such shares, and except as provided in scrip issued in lieu of a certificate for a fraction of a share, each outstanding share regardless of class shall entitle the holder thereof to one vote on each matter properly submitted to the shareholders for their vote, consent, waiver, release, or other action, subject to the provisions with respect to cumulative voting in section 1701.55 of the Revised Code.
(B) Unless the articles, the regulations adopted by the shareholders, the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code, or the contract of subscription for shares otherwise provides, a shareholder shall be entitled to vote even though the shareholder's shares have not been fully paid, but shares upon which an installment of the consideration for such shares is overdue and unpaid shall not be voted.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1701 | General Corporation Law › Section 1701.47 | Voting by Corporations.

Effective:
October 11, 1955
Latest Legislation:
House Bill 70 - 101st General Assembly
(A) When any domestic corporation, non-profit or for profit, holds shares of a domestic or foreign corporation, the chairman of the board, the president, any vice-president, the secretary, or the treasurer of the corporation holding such shares, and any such officer or cashier or trust officer of a banking or trust corporation holding shares of a domestic or foreign corporation, and any like officer of a foreign corporation, non-profit or for profit, or of a foreign banking or trust corporation, holding shares of a domestic corporation, shall conclusively be deemed to have authority to vote on behalf of the corporation holding such shares, and to appoint proxies and to execute consents, waivers, and releases on its behalf, unless before a vote is taken or a consent, waiver, or release is acted upon it appears by a certified copy of the regulations, the bylaws, or a resolution of the trustees, directors, or executive committee of said corporation that such authority does not exist or is vested in some other officer or person.
(B) For the purposes of this section, a person exercising such authority as such officer is prima-facie deemed to be duly elected, qualified, and acting as such officer.
(C) No corporation shall directly or indirectly vote any shares issued by it. Shares which under this division of this section are not entitled to be voted shall not be considered as outstanding for the purpose of computing the voting power of the corporation or of shares of any class.