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Home » US Law » 2022 Ohio Revised Code » Title 17 | Corporations-Partnerships » Chapter 1701 | General Corporation Law

Section 1701.01 | General Corporation Law Definitions.

Effective: March 24, 2021 Latest Legislation: Senate Bill 21 – 133rd General Assembly 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 for profit formed under the laws of this state. (B) “Foreign corporation” means a corporation for profit formed […]

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 […]

Section 1701.03 | Purposes of Corporation.

Effective: April 12, 2021 Latest Legislation: Senate Bill 276, Senate Bill 21 – 133rd General Assembly (A)(1) A corporation may be formed under this chapter for any purpose or combination of purposes for which individuals lawfully may associate themselves, except that, if the Revised Code contains special provisions pertaining to the formation of any designated […]

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: […]

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 […]

Section 1701.05 | Corporate Name – Transfer – Reservation.

Effective: April 12, 2021 Latest Legislation: Senate Bill 276, Senate Bill 21 – 133rd General Assembly (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, merger, and consolidation of corporations, the corporate name of a domestic corporation shall comply with […]

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, […]

Section 1701.07 | Statutory Agent – Cancellation and Reinstatement of Articles.

Effective: May 20, 2014 Latest Legislation: Senate Bill 98 – 130th General Assembly (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 […]

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 […]

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 […]

Section 1701.11 | Adopting, Amending, and Repealing Regulations.

Effective: July 10, 2014 Latest Legislation: Senate Bill 202 – 130th General Assembly (A)(1) Regulations for the government of a corporation, the conduct of its affairs, and the management of its property, consistent with law and the articles, may be adopted, amended, or repealed in any of the following ways: (a) Within ninety days after […]

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 […]

Section 1701.13 | Authority of Corporation.

Effective: May 4, 2012 Latest Legislation: House Bill 48 – 129th General Assembly (A) A corporation may sue and be sued. (B) A corporation may adopt and alter a corporate seal and use the same or a facsimile of the corporate seal, but failure to affix the corporate seal shall not affect the validity of […]

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, […]

Section 1701.15 | Pre-Emptive Rights.

Effective: March 17, 2000 Latest Legislation: House Bill 78 – 123rd General Assembly (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 so provide. If the articles provide that the holders of the shares of any class, other than shares […]

Section 1701.16 | Options to Purchase Shares.

Effective: February 20, 2002 Latest Legislation: Senate Bill 110 – 124th General Assembly (A) Unless the articles otherwise provide, a corporation by its directors may grant options to subscribe for or to purchase shares of any authorized class at the times and on the terms that are set forth in the securities, or in the […]

Section 1701.18 | Payment for Shares and Liability of Shareholders to Corporation.

Effective: October 12, 2006 Latest Legislation: House Bill 301 – 126th General Assembly (A) Except as provided in the case of change of shares, share dividends or distributions, reorganization, merger, consolidation, combination, or conversion of shares or obligations into shares, the following apply: (1) Consideration for shares may include cash, property, services rendered, a promissory […]

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 […]