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Ohio Statutes, Title 17

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Title 17, Title 17. Corporations-Partnerships

41 chapters · 1,271 sections in this title.

All chapters in Title 171,271 Ch 1701, Chapter 1701 | General Corporation Law118 Ch 1706, Chapter 1706 | Ohio Revised Limited …92 Ch 1751, Chapter 1751 | Health Insuring Corpo…83 Ch 1707, Chapter 1707 | Securities77 Ch 1733, Chapter 1733 | Credit Unions77 Ch 1782, Chapter 1782 | Limited Partnerships76 Ch 1776, Chapter 1776 | Ohio Uniform Partners…73 Ch 1702, Chapter 1702 | Nonprofit Corporation Law67 Ch 1745, Chapter 1745 | Uniform Unincorporate…54 Ch 1729, Chapter 1729 | Ohio Cooperative Law53 Ch 1715, Chapter 1715 | Religious And Benevol…52 Ch 1713, Chapter 1713 | Educational Corporations50 Ch 1711, Chapter 1711 | Agricultural Societie…40 Ch 1703, Chapter 1703 | Foreign Corporations30

67 sections·Filtered byTitle 17✕Ch 1702✕

Ohio Rev. Code Ann. § 1702.01 Nonprofit corporation law definitions
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As used in this chapter, unless the context otherwise requires: (A) "Corporation" or "domestic corporation" means a nonprofit corporation formed under the laws of this state, or a business corporation formed under the laws of this state that, by amendment to its articles as provi…
Ohio Rev. Code Ann. § 1702.02 Notice requirements
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(A) Unless another form of notice is required by the articles, the regulations, the bylaws, or by applicable law, any notice required by this chapter shall be in writing and shall be delivered personally or sent by telegram, by the use of authorized communications equipment, or b…
Ohio Rev. Code Ann. § 1702.03 Purposes of corporation
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A corporation may be formed under this chapter for any purpose or purposes for which natural persons lawfully may associate themselves, except that when there is a special provision in the Revised Code for the formation thereunder of a designated class of corporations, a corporat…
Ohio Rev. Code Ann. § 1702.04 Articles of incorporation
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(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, which shall set forth the following:(1) The name of the corpora…

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Ohio Rev. Code Ann. § 1702.05 Corporate name - transfer - reservation

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(A) Except as provided in this section and in sections 1702.41 and 1702.411 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office any articles if the corporate name set forth in the articles is not distinguishable upon the secr…

Ohio Rev. Code Ann. § 1702.06 Statutory agent - cancellation and reinstatement of articles

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(A) Every corporation shall have and maintain an agent, sometimes referred to as the "statutory agent," upon whom any process, notice, or demand required or permitted by statute to be served upon a corporation may be served. The agent shall be one of the following: (1) A natural …

Ohio Rev. Code Ann. § 1702.07 Acceptance of articles of incorporation and other certificates - filing not constructive notice of contents

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(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 this chapter, accept the articles and other certificates for filing a…

Ohio Rev. Code Ann. § 1702.08 Incorporation of such society or association

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(A) When an unincorporated society or association, organized for any of the purposes for which a corporation could be formed under this chapter, authorizes the incorporation of that society or association, by the same procedure and affirmative vote of its voting members that the …

Ohio Rev. Code Ann. § 1702.09 Religious society

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The fact that a religious society, ecclesiastical society, or church has been continuously in existence since January 1, 1925, claiming to have been legally incorporated as such, and exercising authority and performing duties as such during such time, shall be prima-facie evidenc…

Ohio Rev. Code Ann. § 1702.10 Adoption of regulations

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After the articles have been filed and at any time prior to a meeting of voting members, the incorporators or a majority of them, at a meeting, may adopt regulations for the government of the corporation, the conduct of its affairs, and the management of its property, consistent …

Ohio Rev. Code Ann. § 1702.11 Contents of regulations

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(A) Without limiting the generality of such authority, the regulations, whether designated a constitution or rules, or by some other term, may include provisions with respect to the following:(1) The place, if any, and time for holding, the manner of and authority for calling, gi…

Ohio Rev. Code Ann. § 1702.12 Authority of nonprofit corporation

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(A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use it or a facsimile of it, but failure to affix the corporate seal shall not affect the validity of any instrument.(C) Unless otherwise provided in the articles, a corporation may …

Ohio Rev. Code Ann. § 1702.13 Membership

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(A) The corporation shall maintain a record of its members containing the name and address of each member, the date of admission to membership, and, if members are classified, the class to which the member belongs.(B) A corporation may issue certificates evidencing membership in …

Ohio Rev. Code Ann. § 1702.14 Absence of provision for members

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Where neither the articles nor the regulations provide for members thereof as such, or where a corporation has in fact no members other than the directors, the directors shall, for the purposes of any statute or rule of law relating to corporations, be taken to be the members of …

Ohio Rev. Code Ann. § 1702.15 Corporation to keep books and records of account and minutes of proceedings

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Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, members, directors, and committees of the directors or members. Subject to limitations prescribed in the articles or the regulations upon …

Ohio Rev. Code Ann. § 1702.16 Annual meeting

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An annual meeting of voting members 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 the regulations. In the absence of such a designation, the annu…

Ohio Rev. Code Ann. § 1702.17 Meetings of voting members - calling and place of meeting

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(A) Meetings of voting members 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…

Ohio Rev. Code Ann. § 1702.18 Notice of meeting

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Unless the articles or the regulations provide for notice of meetings otherwise than as provided in this section, written notice stating the place, if any, and the time of a meeting and the means, if any, by which the voting members can be present and vote at the meeting through …

Ohio Rev. Code Ann. § 1702.19 Waiver of notice

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(A) Notice of the place, if any, the time, and the purposes of any meeting of voting members 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 ho…

Ohio Rev. Code Ann. § 1702.20 Voting

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(A) Except as otherwise provided in the articles or the regulations, each member, regardless of class, shall be entitled to one vote on each matter properly submitted to the members for their vote, consent, waiver, release, or other action.(B) Unless the articles or the regulatio…

Ohio Rev. Code Ann. § 1702.21 Voting of membership in corporation

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(A) When any domestic corporation or domestic business corporation holds membership in a domestic or foreign corporation, the chairperson of the board, the president, any vice-president, the secretary, or the treasurer of the corporation or business corporation holding such membe…

Ohio Rev. Code Ann. § 1702.22 Quorum of voting members

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Unless the articles or the regulations otherwise provide:(A)(1) The voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy at any meeting of voting members shall constitute a quorum for the meeting.(2) The affirmat…

Ohio Rev. Code Ann. § 1702.23 Controlling provisions of articles or regulations

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Whenever, with respect to the authorization or taking of any action by the members or the directors, the articles or the regulations require the vote, consent, waiver, or release of a greater proportion or number of the members or the directors than that otherwise required by law…

Ohio Rev. Code Ann. § 1702.24 Vote of members required for rescission or revocation

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The authorization or taking of any action by vote, consent, waiver, or release of the members may be rescinded or revoked by the same vote, consent, waiver, or release as at the time of rescission or revocation would be required to authorize or take such action in the first insta…

Ohio Rev. Code Ann. § 1702.25 Action by members or directors without a meeting

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(A) Unless the articles or the regulations prohibit the authorization or taking of any action of the incorporators, the members, or the directors without a meeting, any action that may be authorized or taken at a meeting of the incorporators, the members, or the directors, as the…

Ohio Rev. Code Ann. § 1702.26 Election of directors

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(A) At a meeting of members at which directors are to be elected, only persons nominated as candidates shall be eligible for election as directors.(B) At all elections of directors the candidates receiving the greatest number of votes shall be elected.

Ohio Rev. Code Ann. § 1702.27 Number and qualifications of directors - ex officio directors - provisional director

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(A) Except as provided in division (B) of this section and section 1702.521 of the Revised Code: (1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, the number shall be three, except that if there are only one …

Ohio Rev. Code Ann. § 1702.28 Term and classification of directors

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(A) Unless the articles or the regulations provide for a different term, each director shall hold office until the next annual meeting of voting members and until the director's successor is elected, or until the director's earlier resignation, removal from office, or death.(B) T…

Ohio Rev. Code Ann. § 1702.29 Removal of directors and filling vacancies

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(A) The office of a director becomes vacant if the director dies or resigns, which resignation shall take effect immediately or at such other time as the director may specify.(B) A director may be removed from office pursuant to any procedure therefor provided in the articles or …

Ohio Rev. Code Ann. § 1702.30 Authority of directors

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(A) Except where the law, the articles, or the regulations require that action be otherwise authorized or taken, all of the authority of a corporation shall be exercised by or under the direction of its directors. For their own government, the directors may adopt bylaws that are …

Ohio Rev. Code Ann. § 1702.301 Interest of director or officer in contract

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(A) Unless otherwise provided in the articles or the regulations:(1) No contract, action, or transaction is void or voidable with respect to a corporation because the contract, action, or transaction is between or affects the corporation and one or more of its directors or office…

Ohio Rev. Code Ann. § 1702.31 Meetings of directors - notice

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Unless otherwise provided in the articles, regulations, or bylaws, 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:(A) Meetings of the directors may be called by the chairperson of the…

Ohio Rev. Code Ann. § 1702.32 Quorum for directors' meeting

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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, a majority of the whole authorized number of directors is necessary to consti…

Ohio Rev. Code Ann. § 1702.33 Executive and other committees of directors

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(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 confe…

Ohio Rev. Code Ann. § 1702.34 Officers - authority and removal

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(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 ot…

Ohio Rev. Code Ann. § 1702.341 Officers - fiduciary duties

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(A) Unless the articles, the regulations, or a written agreement with an officer establishes additional fiduciary duties, the only fiduciary duties of an officer are the duties to the corporation set forth in division (B) of this section. (B) An officer shall perform the officer'…

Ohio Rev. Code Ann. § 1702.35 Corporate property

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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.

Ohio Rev. Code Ann. § 1702.36 Corporate mortgages

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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 regula…

Ohio Rev. Code Ann. § 1702.37 Usury

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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, pl…

Ohio Rev. Code Ann. § 1702.38 Amendments to articles

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(A) The articles may be amended from time to time in any respect if the articles as amended set forth all the provisions that are required in, and only those provisions that may properly be in, original articles filed at the time of adopting the amendment, other than with respect…

Ohio Rev. Code Ann. § 1702.39 Mutual benefit corporation - disposition of assets

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(A)(1) Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, a lease, sale, exchange, transfer, or other disposition of any assets of a mutual benefit corporation may be made without the necess…

Ohio Rev. Code Ann. § 1702.40 Judicial sale of property

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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 su…

Ohio Rev. Code Ann. § 1702.41 Merger or consolidation into domestic corporation

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(A)(1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated i…

Ohio Rev. Code Ann. § 1702.411 Merger or consolidation into entity other than domestic corporation

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(A)(1) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic corporation and, if so provided, one or more additional domestic or foreign entities, may be merged into a surviving entity other than a domestic corporation. Pursua…

Ohio Rev. Code Ann. § 1702.42 Agreement of merger or consolidation - vote by members

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(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. …

Ohio Rev. Code Ann. § 1702.43 Certificate of merger or consolidation

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(A) Upon adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1702.41 or 1702.411 of the Revised Code, a certificate of merger or consolidation signed by any authorized representative of each constituent entity, shall be filed with th…

Ohio Rev. Code Ann. § 1702.44 Effect of merger or consolidation

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(A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or a…

Ohio Rev. Code Ann. § 1702.46 Effective date of merger or consolidation

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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.

Ohio Rev. Code Ann. § 1702.461 Conversion to domestic or foreign entity other than a for profit corporation or domestic corporation; written declaration of conversion

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(A) Subject to division (B)(2) of this section and pursuant to a written declaration of conversion as provided in this section, a domestic corporation may be converted into a domestic or foreign entity other than a for profit corporation or a domestic corporation. The conversion …

Ohio Rev. Code Ann. § 1702.462 Form of certificate of conversion

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(A) Upon the adoption of a declaration of conversion pursuant to section 1702.461 of the Revised Code, or at a later time as authorized by the declaration of conversion, a certificate of conversion that is signed by an authorized representative of the converting entity shall be f…