Ohio Revised Code, Title XVII, Chapter 1701

 

§ 1701.01     “My god, it’s full of definitions!”

 

There’s a long bit in § 1701.01(Z) dealing with “control share acquisition”, which basically means you got enough shares to be a mover and shaker, although it doesn’t necessarily seem to require that you got a majority of the shares outstanding.

 

§ 1701.02     “Calculating the days of our lives…”

 

This is a day counting statute for calculating how long you need in order to give someone proper notice!  There’s also a “mailbox rule” provision.  (Shipman says that this appears to violate the Fourteenth Amendment!)

 

§ 1701.03     Purposes!

 

You can form a corporation for any lawful purpose, but if it’s going to be some kind of special corporation like a professional corporation, then you have to follow the special rules for that kind of corporation.

 

§ 1701.04     Formation

 

This is how you start a corporation!  You file articles of incorporation with the Secretary of State.  They must include: (1) the name, (2) where the principal office will be, (3) the number of shares authorized and their par value, and (4) the initial stated capital, if any.  There is a bunch of other stuff that you can optionally include in the articles of incorporation.  Once you file the articles of incorporation, you’re a corporation!  Hoorah!

 

§ 1701.05     Naming your baby

 

You need to have a word or abbreviation in the name of your corporation that basically says it’s a corporation.  Your corporation can’t have the same name as another company, unless that other company gives their consent.

 

§ 1701.13     Ultra vires

 

A corporation can do a lot of the same things as a real person, plus some special corporate type things listed in section (F).

 

§ 1701.15     Preemptive rights

 

If you don’t provide for the preemptive right for current shareholders to acquire the company’s unissued shares in the articles of incorporation, then the shareholders don’t have any such right!  But if they do have that right, they get the first crack at the new issue of any kind of shares except the kinds listed under section (A).

 

But note that this section doesn’t apply to corporations formed before 2000 unless they specifically amend their articles of incorporation!

 

There is a two year statute of limitations to bring an action under this statute.

 

§ 1701.44     Voting rights

 

The rule is one share, one vote unless the express terms of the share say otherwise.

 

§ 1701.59     Authority and liability of directors

 

§ 1701.591   Shareholders’ agreements in close corporations

 

In order to put one of these agreements into force, all of the shareholders (common and preferred, voting and non-voting) must assent in writing.  The agreement must be placed in the articles of incorporation, regulations, or some other writing.  The agreement must mention that it’s governed by this statute.

 

These agreements can do lots of things related to the internal affairs of the corporation that are listed under .591(C).  Among the things you can do with such agreements are restricting the sale of shares of the corporation, making dividends mandatory, setting a quorum requirement for votes of the board of directors, making an employment contract irrevocable, and setting preemptive rights.  However, you can’t do the stuff under .591(D).

 

You better have one of these agreements if you want your corporation to be taxed according to Subchapter S.

 

§ 1701.61     Meetings of the board of directors

 

§ 1701.62     Quorum requirements for a board of directors meeting

 

§ 1701.86     Voluntary dissolution

 

This statute describes the procedure for choosing to dissolve the corporation.

 

§ 1701.95     When are directors and shareholders liable for stuff?

 

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