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Ohio Revised Code

Chapter 1701

General Corporation Law

1701.01General corporation law definitions 1701.02Computation of time for notice 1701.03Purposes of corporation 1701.04Articles of incorporation 1701.041Exemptions for disaster workers 1701.05Corporate name - transfer - reservation 1701.06Express terms of shares 1701.07Statutory agent - cancellation and reinstatement of articles 1701.08Acceptance of articles of incorporation and other certificates - filing not constructive notice of contents 1701.09Subscriptions for shares 1701.10Initial directors holding organizational meeting 1701.11Adopting, amending, and repealing regulations 1701.12Liability for non-payment of initial stated capital 1701.13Authority of corporation 1701.14Issuance of shares and release of obligation of subscriber 1701.15Pre-emptive rights 1701.16Options to purchase shares 1701.17Sale of shares to corporation or subsidiary employees - delegation of authority 1701.18Payment for shares and liability of shareholders to corporation 1701.19Determination of fair value of property or services 1701.20Enforcing payment for shares 1701.21Conversion of shares 1701.22Conversion rights 1701.23Redemption of shares 1701.24Certificates for shares - fractional shares - uncertificated shares 1701.25Statements on certificate for shares 1701.26Transfer agents and registrars 1701.27Replacement of lost, stolen or destroyed certificate 1701.28Recognizing record ownership of shares or other securities 1701.29Organizing and financing expenses 1701.30Stated capital 1701.31Reduction of stated capital 1701.32Surplus 1701.33Dividends and distributions 1701.34Recovery of unclaimed dividend or distribution 1701.35Purchase of own shares 1701.36Shares deemed retired 1701.37Corporation to keep books and records of account, minutes of proceedings and records of shareholders 1701.38Annual report 1701.39Annual meeting 1701.40Calling meeting of shareholders 1701.41Notice of meeting 1701.42Waiver of notice 1701.43Notice requirements may be dispensed with 1701.44Qualifications of voters 1701.45Director to fix record date 1701.46Voting by fiduciaries and minors 1701.47Voting by corporations 1701.48Voting by proxy 1701.49Voting trusts 1701.50Inspectors of elections 1701.51Quorum at shareholders' meetings 1701.52Vote of shareholders required - proportion 1701.53Vote of shareholders required for rescission or revocation 1701.54Action by shareholders or directors without a meeting 1701.55Election of directors - cumulative voting 1701.56Number and qualifications of directors - provisional director 1701.57Term and classification of directors 1701.58Removal of directors and filling vacancies 1701.59Authority of directors - bylaws 1701.591Close corporation agreement 1701.60Contract, action or transaction not void or voidable 1701.61Meetings of directors 1701.62Quorum for directors' meeting 1701.63Executive and other committees of directors - subcommittees 1701.64Officers - authority and removal 1701.641Fiduciary duties of officers 1701.65Corporate mortgages 1701.66Recording of railroad or public utility mortgages 1701.67Using facsimile signatures 1701.68Usury 1701.69Amendments to articles 1701.70Procedure for amending articles by directors - incorporators 1701.71Shareholders may adopt amendments 1701.72Amended articles 1701.73Filing and signing of certificate of amendment or amended articles 1701.74Dissenting shareholders 1701.75Reorganization of corporation 1701.76Sale or other disposition of assets of corporation - limitations 1701.77Judicial sale of property 1701.78Merger or consolidation into domestic corporation 1701.781Merger or consolidation into domestic corporation - noncorporate entities 1701.782Conversion of another entity into domestic corporation 1701.79Merger or consolidation into foreign corporation 1701.791Merging or consolidating constituent entities that are not corporations 1701.792Conversion of domestic corporation into another entity 1701.80Merger into domestic or foreign parent corporation 1701.801Merging into domestic subsidiary corporation 1701.802Merger converting wholly owned subsidiary into parent corporation 1701.81Certificate of merger or consolidation 1701.811Filing of certificate of conversion - effective date 1701.82Conditions following merger or consolidation 1701.821Legal effect of conversion - action to set aside 1701.83Effecting a combination or majority share acquisition 1701.831Control share acquisitions procedures 1701.832State's responsibility as to tender offers 1701.84Dissenting shareholders entitled to relief 1701.85Dissenting shareholders - compliance with section - fair cash value of shares 1701.86Voluntary dissolution 1701.87Notice of dissolution to creditors and claimants against corporation 1701.88Winding up or obtaining reinstatement - powers and duties of directors 1701.881Notice of rejection of claim; offer of security 1701.882Satisfaction of obligations; payments 1701.883Liability of shareholder of dissolved corporation 1701.89Jurisdiction of court over winding up of affairs of voluntarily dissolved corporation 1701.90Receiver for winding up affairs of corporation 1701.91Judicial dissolution 1701.911Provisional director - appointment, duties, qualifications 1701.92Certified copies as evidence of incorporation, articles and proceedings 1701.921Persons performing services to corporation or shareholders 1701.922Restoring rights, privileges and franchises upon reinstatement 1701.93False statement or entry 1701.94Forfeiture by corporation for failure to comply with certain requirements 1701.95Liability for unlawful loans, dividends, distribution of assets 1701.96Benefit corporations 1701.97Exercise of expired powers 1701.98Applicability of chapter 1701.99Penalty