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, junior to, or on a parity in whole or in part with dividend or distribution rights of shares of any other class;
(2) Liquidation rights, preferences, and price;
(3) Redemption rights and price;
(4) Sinking fund requirements, which may require the corporation to provide a sinking fund out of earnings or otherwise for the purchase or redemption of the shares or for dividends or distributions on them;
(5) Voting rights, which may be full, limited, or denied, except as otherwise required by law;
(6) Pre-emptive rights, or the denial or limitation of them;
(7) Conversion rights;
(8) Restrictions on the issuance of shares;
(9) Rights of alteration of express terms;
(10) The division of any class of shares into series;
(11) The designation and authorized number of shares of each series;
(12) The right of the directors, subject to any limitations that may be stated, to adopt amendments to the articles determining, in whole or in part, the express terms, within the limits set forth in this chapter, of any class of shares before the issuance of any shares of that class, or of one or more series within a class before the issuance of any shares of that series;
(13) Any other relative, participating, optional, or other special rights and privileges of, and qualifications or restrictions on, the rights of holders of shares of any class or series.
(B) Each series of a class shall be given a distinguishing designation. All shares of a series shall have express terms identical with those of other shares of the same series. Any of the express terms of any class or series of shares may be made dependent upon facts ascertainable outside the articles or any amendment to those articles, provided that the manner in which the facts operate upon the express terms is set forth in the articles or any amendment to those articles.
Structure Ohio Revised Code
Title 17 | Corporations-Partnerships
Chapter 1701 | General Corporation Law
Section 1701.01 | General Corporation Law Definitions.
Section 1701.02 | Computation of Time for Notice.
Section 1701.03 | Purposes of Corporation.
Section 1701.04 | Articles of Incorporation.
Section 1701.041 | Exemptions for Disaster Workers.
Section 1701.05 | Corporate Name - Transfer - Reservation.
Section 1701.06 | Express Terms of Shares.
Section 1701.07 | Statutory Agent - Cancellation and Reinstatement of Articles.
Section 1701.09 | Subscriptions for Shares.
Section 1701.10 | Initial Directors Holding Organizational Meeting.
Section 1701.11 | Adopting, Amending, and Repealing Regulations.
Section 1701.12 | Liability for Non-Payment of Initial Stated Capital.
Section 1701.13 | Authority of Corporation.
Section 1701.14 | Issuance of Shares and Release of Obligation of Subscriber.
Section 1701.15 | Pre-Emptive Rights.
Section 1701.16 | Options to Purchase Shares.
Section 1701.17 | Sale of Shares to Corporation or Subsidiary Employees - Delegation of Authority.
Section 1701.18 | Payment for Shares and Liability of Shareholders to Corporation.
Section 1701.19 | Determination of Fair Value of Property or Services.
Section 1701.20 | Enforcing Payment for Shares.
Section 1701.21 | Conversion of Shares.
Section 1701.22 | Conversion Rights.
Section 1701.23 | Redemption of Shares.
Section 1701.24 | Certificates for Shares - Fractional Shares - Uncertificated Shares.
Section 1701.25 | Statements on Certificate for Shares.
Section 1701.26 | Transfer Agents and Registrars.
Section 1701.27 | Replacement of Lost, Stolen or Destroyed Certificate.
Section 1701.28 | Recognizing Record Ownership of Shares or Other Securities.
Section 1701.29 | Organizing and Financing Expenses.
Section 1701.30 | Stated Capital.
Section 1701.31 | Reduction of Stated Capital.
Section 1701.33 | Dividends and Distributions.
Section 1701.34 | Recovery of Unclaimed Dividend or Distribution.
Section 1701.35 | Purchase of Own Shares.
Section 1701.36 | Shares Deemed Retired.
Section 1701.38 | Annual Report.
Section 1701.39 | Annual Meeting.
Section 1701.40 | Calling Meeting of Shareholders.
Section 1701.41 | Notice of Meeting.
Section 1701.42 | Waiver of Notice.
Section 1701.43 | Notice Requirements May Be Dispensed With.
Section 1701.44 | Qualifications of Voters.
Section 1701.45 | Director to Fix Record Date.
Section 1701.46 | Voting by Fiduciaries and Minors.
Section 1701.47 | Voting by Corporations.
Section 1701.48 | Voting by Proxy.
Section 1701.49 | Voting Trusts.
Section 1701.50 | Inspectors of Elections.
Section 1701.51 | Quorum at Shareholders' Meetings.
Section 1701.52 | Vote of Shareholders Required - Proportion.
Section 1701.53 | Vote of Shareholders Required for Rescission or Revocation.
Section 1701.54 | Action by Shareholders or Directors Without a Meeting.
Section 1701.55 | Election of Directors - Cumulative Voting.
Section 1701.56 | Number and Qualifications of Directors - Provisional Director.
Section 1701.57 | Term and Classification of Directors.
Section 1701.58 | Removal of Directors and Filling Vacancies.
Section 1701.59 | Authority of Directors - Bylaws.
Section 1701.591 | Close Corporation Agreement.
Section 1701.60 | Contract, Action or Transaction Not Void or Voidable.
Section 1701.61 | Meetings of Directors.
Section 1701.62 | Quorum for Directors' Meeting.
Section 1701.63 | Executive and Other Committees of Directors - Subcommittees.
Section 1701.64 | Officers - Authority and Removal.
Section 1701.641 | Fiduciary Duties of Officers.
Section 1701.65 | Corporate Mortgages.
Section 1701.66 | Recording of Railroad or Public Utility Mortgages.
Section 1701.67 | Using Facsimile Signatures.
Section 1701.69 | Amendments to Articles.
Section 1701.70 | Procedure for Amending Articles by Directors - Incorporators.
Section 1701.71 | Shareholders May Adopt Amendments.
Section 1701.72 | Amended Articles.
Section 1701.73 | Filing and Signing of Certificate of Amendment or Amended Articles.
Section 1701.74 | Dissenting Shareholders.
Section 1701.75 | Reorganization of Corporation.
Section 1701.76 | Sale or Other Disposition of Assets of Corporation - Limitations.
Section 1701.77 | Judicial Sale of Property.
Section 1701.78 | Merger or Consolidation Into Domestic Corporation.
Section 1701.781 | Merger or Consolidation Into Domestic Corporation - Noncorporate Entities.
Section 1701.782 | Conversion of Another Entity Into Domestic Corporation.
Section 1701.79 | Merger or Consolidation Into Foreign Corporation.
Section 1701.791 | Merging or Consolidating Constituent Entities That Are Not Corporations.
Section 1701.792 | Conversion of Domestic Corporation Into Another Entity.
Section 1701.80 | Merger Into Domestic or Foreign Parent Corporation.
Section 1701.801 | Merging Into Domestic Subsidiary Corporation.
Section 1701.802 | Merger Converting Wholly Owned Subsidiary Into Parent Corporation.
Section 1701.81 | Certificate of Merger or Consolidation.
Section 1701.811 | Filing of Certificate of Conversion - Effective Date.
Section 1701.82 | Conditions Following Merger or Consolidation.
Section 1701.821 | Legal Effect of Conversion - Action to Set Aside.
Section 1701.83 | Effecting a Combination or Majority Share Acquisition.
Section 1701.831 | Control Share Acquisitions Procedures.
Section 1701.832 | State's Responsibility as to Tender Offers.
Section 1701.84 | Dissenting Shareholders Entitled to Relief.
Section 1701.85 | Dissenting Shareholders - Compliance With Section - Fair Cash Value of Shares.
Section 1701.86 | Voluntary Dissolution.
Section 1701.87 | Notice of Dissolution to Creditors and Claimants Against Corporation.
Section 1701.88 | Winding Up or Obtaining Reinstatement - Powers and Duties of Directors.
Section 1701.881 | Notice of Rejection of Claim; Offer of Security.
Section 1701.882 | Satisfaction of Obligations; Payments.
Section 1701.883 | Liability of Shareholder of Dissolved Corporation.
Section 1701.90 | Receiver for Winding Up Affairs of Corporation.
Section 1701.91 | Judicial Dissolution.
Section 1701.911 | Provisional Director - Appointment, Duties, Qualifications.
Section 1701.92 | Certified Copies as Evidence of Incorporation, Articles and Proceedings.
Section 1701.921 | Persons Performing Services to Corporation or Shareholders.
Section 1701.922 | Restoring Rights, Privileges and Franchises Upon Reinstatement.
Section 1701.93 | False Statement or Entry.
Section 1701.94 | Forfeiture by Corporation for Failure to Comply With Certain Requirements.
Section 1701.95 | Liability for Unlawful Loans, Dividends, Distribution of Assets.
Section 1701.96 | Benefit Corporations.
Section 1701.97 | Exercise of Expired Powers.