Ohio Revised Code Chapter 1701 - General Corporation Law

• Section 1701.01 - General Corporation Law Definitions.
  As used in sections 1701.01 to 1701.98 of the Revised Code, unless the context otherwise requires: (A) "Corporation" or "domestic corporation" means a corporation...
• Section 1701.02 - Computation Of Time For Notice.
  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...
• Section 1701.03 - Purposes Of Corporation.
  (A) A corporation may be formed under this chapter for any purpose or combination of purposes for which individuals lawfully may associate themselves, except...
• Section 1701.04 - Articles Of Incorporation.
  (A) Any person, singly or jointly with others, and without regard to residence, domicile, or state of incorporation, may form a corporation by signing...
• Section 1701.05 - Corporate Name - Transfer - Reservation.
  (A) Except as provided in this section, and in sections 1701.75, 1701.78, and 1701.82 of the Revised Code, which sections relate to the reorganization,...
• Section 1701.06 - Express Terms Of Shares.
  (A) The express terms of shares may include statements specifying any of the following: (1) Dividend or distribution rights, which may be cumulative or...
• Section 1701.07 - Statutory Agent - Cancellation And Reinstatement Of Articles.
  (A) Every corporation shall have and maintain an agent, sometimes referred to as the "statutory agent," upon whom any process, notice, or demand required...
• Section 1701.08 - Acceptance Of Articles Of Incorporation And Other Certificates - Filing Not Constructive Notice Of Contents.
  (A) When articles of incorporation and other certificates relating to the corporation are submitted to the secretary of state, the secretary of state shall,...
• Section 1701.09 - Subscriptions For Shares.
  (A) After the articles have been filed, the incorporators or a majority of them may receive subscriptions for shares at such time and place...
• Section 1701.10 - Initial Directors Holding Organizational Meeting.
  (A) After incorporation, all of the following apply: (1) If the initial directors are named in the articles, the initial directors shall hold an...
• Section 1701.11 - Adopting, Amending, And Repealing Regulations.
  (A) (1) Regulations for the government of a corporation, the conduct of its affairs, and the management of its property, consistent with law and...
• Section 1701.111 - [Repealed].
  Effective Date: 10-31-1967
• Section 1701.12 - Liability For Non-payment Of Initial Stated Capital.
  If an initial stated capital is set forth in its articles and a corporation commences business before there has been paid in the amount...
• Section 1701.13 - Authority Of Corporation.
  (A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use the same or a...
• Section 1701.14 - Issuance Of Shares And Release Of Obligation Of Subscriber.
  Except as otherwise provided by law, the articles, or the regulations, the directors of a corporation may: (A) Determine the time when, the terms...
• Section 1701.15 - Pre-emptive Rights.
  (A) The shareholders of a corporation do not have a pre-emptive right to acquire the corporation's unissued shares except to the extent the articles...
• Section 1701.16 - Options To Purchase Shares.
  (A) Unless the articles otherwise provide, a corporation by its directors may grant options to subscribe for or to purchase shares of any authorized...
• Section 1701.17 - Sale Of Shares To Corporation Or Subsidiary Employees - Delegation Of Authority.
  (A) A corporation by its directors, upon terms as it may impose, may provide and carry out plans for the issuance, offering, or sale,...
• Section 1701.18 - Payment For Shares And Liability Of Shareholders To Corporation.
  (A) Except as provided in the case of change of shares, share dividends or distributions, reorganization, merger, consolidation, combination, or conversion of shares or...
• Section 1701.19 - Determination Of Fair Value Of Property Or Services.
  (A) When a determination of the fair value to a corporation is made by the incorporators, directors, or shareholders with respect to consideration, other...
• Section 1701.20 - Enforcing Payment For Shares.
  (A) When no provision as to time of payment for shares of a corporation is made in the contract of subscription or purchase, they...
• Section 1701.21 - Conversion Of Shares.
  (A) By the express terms of shares of any class or series, such shares may be convertible into the same or a different number...
• Section 1701.22 - Conversion Rights.
  (A) Unless the articles otherwise provide, a corporation by its directors may, subject to the provisions of this section, confer on the holder of...
• Section 1701.23 - Redemption Of Shares.
  (A) By the express terms of shares of any class or series, such shares may be redeemable, in whole at one time or in...
• Section 1701.24 - Certificates For Shares - Fractional Shares - Uncertificated Shares.
  (A) The shares of a corporation are personal property. (B) Unless the articles, the regulations adopted by the shareholders, or the regulations adopted by...
• Section 1701.25 - Statements On Certificate For Shares.
  (A) Each certificate for shares of a corporation shall state: (1) That the corporation is organized under the laws of this state; (2) The...
• Section 1701.26 - Transfer Agents And Registrars.
  A corporation may open transfer books in any state for the purpose of transferring shares issued by it, and it may employ agents to...
• Section 1701.27 - Replacement Of Lost, Stolen Or Destroyed Certificate.
  (A) In case a certificate for shares is lost, stolen, or destroyed, the court of common pleas or the probate court of the county...
• Section 1701.28 - Recognizing Record Ownership Of Shares Or Other Securities.
  (A) As used in this section "security" means scrip issued in lieu of fractional shares, warrants, and rights to purchase or subscribe for shares,...
• Section 1701.29 - Organizing And Financing Expenses.
  A corporation may pay as cost of organization or reorganization the reasonable expenses incident thereto, and it may also pay or allow reasonable expenses,...
• Section 1701.30 - Stated Capital.
  (A) Every corporation shall have and shall carry upon its books a stated capital for each class of outstanding shares with par value for...
• Section 1701.31 - Reduction Of Stated Capital.
  A corporation shall not take any action which will require or result in reduction of the stated capital of each outstanding share with par...
• Section 1701.32 - Surplus.
  (A) The surplus of a corporation is the excess of its assets over its liabilities plus stated capital, if any. The earned surplus of...
• Section 1701.33 - Dividends And Distributions.
  The directors may declare dividends and distributions on outstanding shares of the corporation, subject to the following provisions: (A) A dividend or distribution may...
• Section 1701.34 - Recovery Of Unclaimed Dividend Or Distribution.
  If a corporation has declared a cash dividend or distribution on any shares and has mailed to a shareholder at his address appearing on...
• Section 1701.35 - Purchase Of Own Shares.
  (A) A corporation by its directors may purchase shares of any class issued by it, in any of the following instances: (1) When the...
• Section 1701.36 - Shares Deemed Retired.
  (A) Whenever convertible shares are converted into shares of another class, the shares surrendered upon such conversion shall be deemed retired and shall not...
• Section 1701.37 - Corporation To Keep Books And Records Of Account, Minutes Of Proceedings And Records Of Shareholders.
  (A) Each corporation shall keep correct and complete books and records of account, together with minutes of the proceedings of its incorporators, shareholders, directors,...
• Section 1701.38 - Annual Report.
  (A) At the annual meeting of shareholders, or the meeting held in lieu of it, every corporation, except a banking corporation, shall lay before...
• Section 1701.39 - Annual Meeting.
  An annual meeting of shareholders for the election of directors and the consideration of reports to be laid before such meeting shall be held...
• Section 1701.40 - Calling Meeting Of Shareholders.
  (A) Meetings of shareholders may be called by any of the following: (1) The chairperson of the board, the president, or, in case of...
• Section 1701.41 - Notice Of Meeting.
  (A) Written notice stating the time, place, if any, and purposes of a meeting of the shareholders, and the means, if any, by which...
• Section 1701.42 - Waiver Of Notice.
  Notice of the time, place, if any, and purposes of any meeting of shareholders or directors, as the case may be, whether required by...
• Section 1701.43 - Notice Requirements May Be Dispensed With.
  Any requirement imposed by law, the articles, the regulations, or the bylaws, with respect to the giving or sending of any notice or communication...
• Section 1701.44 - Qualifications Of Voters.
  (A) Except to the extent that the voting rights of the shares of any class are increased, limited, or denied by the express terms...
• Section 1701.45 - Director To Fix Record Date.
  (A) For any lawful purpose, including, without limitation, the determination of the shareholders who are entitled: (1) to receive notice of or to vote...
• Section 1701.46 - Voting By Fiduciaries And Minors.
  (A) As used in this section, "consent" includes, without limitation, waivers, releases, and also writings signed by holders of shares in lieu of taking...
• Section 1701.47 - Voting By Corporations.
  (A) When any domestic corporation, nonprofit or for profit, holds shares of a domestic or foreign corporation, the chairman of the board, the president,...
• Section 1701.48 - Voting By Proxy.
  (A) A person who is entitled to attend a shareholders' meeting, to vote at a shareholders' meeting, or to execute consents, waivers, or releases...
• Section 1701.49 - Voting Trusts.
  (A) By written agreement certificates for shares of a corporation may be deposited within or without this state by any holder or holders thereof...
• Section 1701.50 - Inspectors Of Elections.
  (A) Unless the articles or the regulations otherwise provide: (1) The directors, in advance of any meeting of shareholders, may appoint inspectors of election...
• Section 1701.51 - Quorum At Shareholders' Meetings.
  (A) Unless the articles , the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section...
• Section 1701.52 - Vote Of Shareholders Required - Proportion.
  Notwithstanding any provision in sections 1701.01 to 1701.98, inclusive, of the Revised Code requiring for any purpose the vote, consent, waiver, or release of...
• Section 1701.53 - Vote Of Shareholders Required For Rescission Or Revocation.
  The authorization or taking of any action by vote, consent, waiver, or release of the shareholders may be rescinded or revoked by the same...
• Section 1701.54 - Action By Shareholders Or Directors Without A Meeting.
  (A) Unless the articles , the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section...
• Section 1701.55 - Election Of Directors - Cumulative Voting.
  (A) At a meeting of shareholders at which directors are to be elected, only persons nominated as candidates shall be eligible for election as...
• Section 1701.56 - Number And Qualifications Of Directors - Provisional Director.
  (A) Except as provided in division (B) of this section and section 1701.911 of the Revised Code: (1) The number of directors may be...
• Section 1701.57 - Term And Classification Of Directors.
  (A) Unless the articles , the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section...
• Section 1701.58 - Removal Of Directors And Filling Vacancies.
  (A) The office of a director becomes vacant if the director dies or resigns. A resignation shall take effect immediately or at such other...
• Section 1701.59 - Authority Of Directors - Bylaws.
  (A) Except where the law, the articles, or the regulations require action to be authorized or taken by shareholders, all of the authority of...
• Section 1701.591 - Close Corporation Agreement.
  (A) In order to qualify as a close corporation agreement under this section, the agreement shall meet the following requirements: (1) Every person who...
• Section 1701.60 - Contract, Action Or Transaction Not Void Or Voidable.
  (A) Unless otherwise provided in the articles or the regulations: (1) No contract, action, or transaction shall be void or voidable with respect to...
• Section 1701.61 - Meetings Of Directors.
  Unless otherwise provided in the articles, the regulations, or the bylaws, and subject to the exceptions, applicable during an emergency as that term is...
• Section 1701.62 - Quorum For Directors' 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...
• Section 1701.63 - Executive And Other Committees Of Directors - Subcommittees.
  (A) The regulations may provide for the creation by the directors of an executive committee or any other committee of the directors, to consist...
• Section 1701.64 - Officers - Authority And Removal.
  (A) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one...
• Section 1701.65 - Corporate Mortgages.
  The directors may authorize any mortgage, pledge, or deed of trust of all or any of the property of the corporation of any description,...
• Section 1701.66 - Recording Of Railroad Or Public Utility Mortgages.
  (A) A mortgage of property of any description, or any interest in the property, made (1) by a corporation that is a railroad or...
• Section 1701.67 - Using Facsimile Signatures.
  When any note, bond, or other evidence of indebtedness of a corporation is authenticated or countersigned by an incorporated trustee, the signature of any...
• Section 1701.68 - Usury.
  No domestic or foreign corporation, or anyone on its behalf, shall interpose the defense or make the claim of usury in any proceeding upon...
• Section 1701.69 - Amendments To Articles.
  (A) The articles may be amended from time to time in any respect if the articles as amended set forth all such provisions as...
• Section 1701.70 - Procedure For Amending Articles By Directors - Incorporators.
  (A) If initial directors are not named in the articles, before subscriptions to shares have been received and before the incorporators have elected directors,...
• Section 1701.71 - Shareholders May Adopt Amendments.
  (A) (1) (a) Except as otherwise provided in divisions (A)(1)(b), (c), and (d) of this section or division (A)(2) of this section, the shareholders,...
• Section 1701.72 - Amended Articles.
  (A) The incorporators, the directors, and the shareholders, in the cases where they are respectively authorized to adopt an amendment to the articles, may,...
• Section 1701.73 - Filing And Signing Of Certificate Of Amendment Or Amended Articles.
  (A) (1) Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended...
• Section 1701.74 - Dissenting Shareholders.
  (A) If an amendment does any of the following, then shareholders are entitled to relief to the extent provided in division (B) of this...
• Section 1701.75 - Reorganization Of Corporation.
  (A) If an order of relief has been entered pursuant to the federal Bankruptcy Code, 11 U.S.C. 101, as amended, or if a plan...
• Section 1701.76 - Sale Or Other Disposition Of Assets Of Corporation - Limitations.
  (A) (1) Provided the provisions of Chapter 1704. of the Revised Code do not prevent the transaction from being effected, a lease, sale, exchange,...
• Section 1701.77 - Judicial Sale Of Property.
  Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a...
• Section 1701.78 - Merger Or Consolidation Into Domestic Corporation.
  (A) Pursuant to an agreement of merger or consolidation between the constituent corporations as provided in this section, a domestic or foreign corporation and,...
• Section 1701.781 - Merger Or Consolidation Into Domestic Corporation - Noncorporate Entities.
  (A) If the constituent entities in a merger or consolidation include entities that are not corporations, section 1701.78 of the Revised Code does not...
• Section 1701.782 - Conversion Of Another Entity Into Domestic Corporation.
  (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign...
• Section 1701.79 - Merger Or Consolidation Into Foreign Corporation.
  (A) Pursuant to an agreement of merger or consolidation between the constituent corporations as provided in this section, a domestic corporation and, if so...
• Section 1701.791 - Merging Or Consolidating Constituent Entities That Are Not Corporations.
  (A) If the constituent entities in a merger or consolidation include entities that are not corporations, the constituent entities may be merged or consolidated...
• Section 1701.792 - Conversion Of Domestic Corporation Into Another Entity.
  (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic corporation may...
• Section 1701.80 - Merger Into Domestic Or Foreign Parent Corporation.
  (A) Pursuant to an agreement of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704....
• Section 1701.801 - Merging Into Domestic Subsidiary Corporation.
  (A) Pursuant to an agreement of merger between the constituent corporations as provided in this section and provided that the provisions of Chapter 1704....
• Section 1701.802 - Merger Converting Wholly Owned Subsidiary Into Parent Corporation.
  (A) For purposes of this section, a holding company is a domestic corporation that, from its formation until consummation of a merger governed by...
• Section 1701.81 - Certificate Of Merger Or Consolidation.
  (A) Upon adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1701.78, 1701.781, 1701.79, 1701.791, 1701.80, 1701.801, or...
• Section 1701.811 - Filing Of Certificate Of Conversion - Effective Date.
  (A) Upon the adoption of a declaration of conversion pursuant to section 1701.782 or 1701.792 of the Revised Code, or at a later time...
• Section 1701.82 - Conditions Following Merger Or Consolidation.
  (A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the...
• Section 1701.821 - Legal Effect Of Conversion - Action To Set Aside.
  (A) Upon a conversion becoming effective, all of the following apply: (1) The converting entity is continued in the converted entity. (2) The converted...
• Section 1701.83 - Effecting A Combination Or Majority Share Acquisition.
  (A) To effect a combination or majority share acquisition, the directors of the acquiring corporation shall authorize such transaction. If the articles or regulations...
• Section 1701.831 - Control Share Acquisitions Procedures.
  (A) Unless the articles , the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section...
• Section 1701.832 - State's Responsibility As To Tender Offers.
  (A) In enacting Amended Substitute House Bill No. 822 of the 114th general assembly, which amended sections 1701.01, 1701.11, 1701.37, 1701.48, 1707.01, 1707.23, 1707.26,...
• Section 1701.84 - Dissenting Shareholders Entitled To Relief.
  (A) Except as provided in division (B) of this section, the following are entitled to relief as dissenting shareholders under section 1701.85 of the...
• Section 1701.85 - Dissenting Shareholders - Compliance With Section - Fair Cash Value Of Shares.
  (A) (1) A shareholder of a domestic corporation is entitled to relief as a dissenting shareholder in respect of the proposals described in sections...
• Section 1701.86 - Voluntary Dissolution.
  (A) A corporation may be dissolved voluntarily in the manner provided in this section, provided the provisions of Chapter 1704. of the Revised Code...
• Section 1701.87 - Notice Of Dissolution To Creditors And Claimants Against Corporation.
  (A) A corporation shall give notice of a dissolution by certified or registered mail, return receipt requested, to each known creditor and to each...
• Section 1701.88 - Winding Up Or Obtaining Reinstatement - Powers And Duties Of Directors.
  (A) When a corporation is dissolved voluntarily, when the articles of a corporation have been canceled, or when the period of existence of the...
• Section 1701.881 - Notice Of Rejection Of Claim; Offer Of Security.
  (A) A corporation that has given notice under division (A) of section 1701.87 of the Revised Code may reject, in whole or in part,...
• Section 1701.882 - Satisfaction Of Obligations; Payments.
  (A) A dissolved corporation shall do all of the following: (1) Pay the claims made and not rejected under division (A) of section 1701.881...
• Section 1701.883 - Liability Of Shareholder Of Dissolved Corporation.
  (A) The dissolution of a corporation shall not affect the limited liability of a shareholder with respect to transactions occurring or acts or omissions...
• Section 1701.89 - Jurisdiction Of Court Over Winding Up Of Affairs Of Voluntarily Dissolved Corporation.
  (A) Without limiting the generality of its authority, the court of common pleas of the county in this state in which the principal office...
• Section 1701.90 - Receiver For Winding Up Affairs Of Corporation.
  (A) Whenever, after a corporation is dissolved voluntarily or the articles of a corporation have been cancelled or the period of existence of a...
• Section 1701.91 - Judicial Dissolution.
  (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court...
• Section 1701.911 - Provisional Director - Appointment, Duties, Qualifications.
  (A) Upon the complaint of not less than one-fourth of the directors of a corporation or upon the complaint of the holders of shares...
• Section 1701.92 - Certified Copies As Evidence Of Incorporation, Articles And Proceedings.
  (A) A copy of the articles or amended articles filed in the office of the secretary of state, certified by the secretary of state,...
• Section 1701.921 - Persons Performing Services To Corporation Or Shareholders.
  (A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign corporation owes no...
• Section 1701.922 - Restoring Rights, Privileges And Franchises Upon Reinstatement.
  (A) Except as otherwise provided in this division, upon reinstatement of a corporation's or professional association's articles of incorporation in accordance with section 1701.07,...
• Section 1701.93 - False Statement Or Entry.
  (A) No officer, director, employee, or agent of a corporation shall, either alone or with another or others, with intent to deceive: (1) Make,...
• Section 1701.94 - Forfeiture By Corporation For Failure To Comply With Certain Requirements.
  (A) Every corporation that fails to: (1) Keep the books of account, minutes of proceedings, or records of shareholders as required by section 1701.37...
• Section 1701.95 - Liability For Unlawful Loans, Dividends, Distribution Of Assets.
  (A) (1) In addition to any other liabilities imposed by law upon directors of a corporation and except as provided in division (B) of...
• Section 1701.96 - [Repealed].
  Effective Date: 01-01-1974
• Section 1701.97 - Exercise Of Expired Powers.
  No person shall exercise or attempt to exercise any rights, privileges, immunities, powers, franchises, or authority under the articles of a domestic corporation after...
• Section 1701.98 - Applicability Of Chapter.
  (A) Except as provided in sections 1701.01 to 1701.98, inclusive, of the Revised Code, the provisions of said sections shall apply only to domestic...
• Section 1701.99 - Penalty.
  Whoever violates section 1701.97 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars. Effective Date:

Last modified: October 10, 2016