§
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?