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

Terms Used In Ohio Code > Chapter 1701 - General Corporation Law

  • Adjourn: A motion to adjourn a legislative chamber or a committee, if passed, ends that day's session.
  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Another: when used to designate the owner of property which is the subject of an offense, includes not only natural persons but also every other owner of property. See Ohio Code 1.02
  • Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Bequest: Property gifted by will.
  • Bond: includes an undertaking. See Ohio Code 1.02
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Counterclaim: A claim that a defendant makes against a plaintiff.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Dependent: A person dependent for support upon another.
  • Devise: To gift property by will.
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Executor: A male person named in a will to carry out the decedent
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fiduciary: A trustee, executor, or administrator.
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Fraud: Intentional deception resulting in injury to another.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • in writing: includes any representation of words, letters, symbols, or figures; this provision does not affect any law relating to signatures. See Ohio Code 1.59
  • Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. Source: FDIC
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Internet: means the international computer network of both federal and nonfederal interoperable packet switched data networks, including the graphical subnetwork known as the world wide web. See Ohio Code 1.59
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Mortgagee: The person to whom property is mortgaged and who has loaned the money.
  • Mortgagor: The person who pledges property to a creditor as collateral for a loan and who receives the money.
  • Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Of unsound mind: means that the person lacks the relevant mental capacity. See Ohio Code 1.02
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes an individual, corporation, business trust, estate, trust, partnership, and association. See Ohio Code 1.59
  • Personal property: All property that is not real property.
  • Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
  • Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
  • Probate: Proving a will
  • Property: means real and personal property. See Ohio Code 1.59
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Quorum: The number of legislators that must be present to do business.
  • Registered mail: includes certified mail and "certified mail" includes registered mail. See Ohio Code 1.02
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Rescission: The cancellation of budget authority previously provided by Congress. The Impoundment Control Act of 1974 specifies that the President may propose to Congress that funds be rescinded. If both Houses have not approved a rescission proposal (by passing legislation) within 45 days of continuous session, any funds being withheld must be made available for obligation.
  • Right of survivorship: The ownership rights that result in the acquisition of title to property by reason of having survived other co-owners.
  • Rule: includes regulation. See Ohio Code 1.59
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • state: means the state of Ohio. See Ohio Code 1.59
  • Statute: A law passed by a legislature.
  • Summons: Another word for subpoena used by the criminal justice system.
  • Trustee: A person or institution holding and administering property in trust.
  • Undertaking: includes a bond. See Ohio Code 1.02
  • United States: includes all the states. See Ohio Code 1.59
  • Usury: Charging an illegally high interest rate on a loan. Source: OCC
  • Whoever: includes all persons, natural and artificial; partners; principals, agents, and employees; and all officials, public or private. See Ohio Code 1.02