Effective: July 30, 1984
Latest Legislation: House Bill 250 - 115th General Assembly
(A) Every corporation shall have and shall carry upon its books a stated capital for each class of outstanding shares with par value and for each class of outstanding shares having preference in the event of the involuntary liquidation of the corporation. Every corporation may have and, if it does have, shall carry upon its books a stated capital for any other class of outstanding shares. The stated capital of each outstanding share with par value shall be not less than its par value. The stated capital of the corporation shall be the aggregate stated capital of all classes of outstanding shares. If a particular class has stated capital, the stated capital of every share of that class outstanding at a particular time shall be identical.
(B) Subject to division (A) of this section:
(1) The stated capital of shares with stated capital that are issued or disposed of otherwise than upon conversion, change, exchange, merger, consolidation, or reorganization is the amount of consideration for such shares, unless prior to the execution and delivery of the certificates for such shares, the incorporators, directors, or shareholders, as the case may be, who fix the consideration or otherwise determine the value of any consideration for such shares, specify, in a manner not inconsistent with this section, the portion of the consideration that constitutes stated capital, whereupon any excess over such portion (except to the extent entered on the books of a transferee corporation as earned surplus in the manner provided in division (H)(3) of section 1701.32 of the Revised Code upon a combination) is capital surplus; except that in the case of shares having preference in the event of involuntary liquidation of the corporation, the portion of the consideration that constitutes stated capital shall be not less than the lesser of the entire consideration for such shares or the amount of such preference.
(2) Unless the express terms of convertible shares provide that upon the exercise of conversion rights the stated capital of the corporation shall be determined otherwise than as provided in this section and in a manner not inconsistent with this section, the stated capital, if any, of the shares issued upon the exercise of such conversion rights shall be the stated capital, if any, of the convertible shares so converted.
(3) Unless the terms of convertible obligations provide that upon the exercise of conversion rights the stated capital, if any, of the corporation shall be determined otherwise than as provided in this section and in a manner not inconsistent with this section, the stated capital, if any, of the shares issued upon the exercise of such conversion rights shall be an amount equal to the principal amount of the convertible obligations so converted.
(4) Unless the amendment to the articles that effects any change in outstanding shares provides that upon such change the stated capital of the corporation shall be created, increased, reduced, or eliminated in a manner not inconsistent with this section, the stated capital, if any, of the shares issued upon such change shall be the stated capital, if any, of the shares so changed.
(5) Unless the terms of an exchange of shares provide that upon such exchange the stated capital of the corporation shall be created, increased, reduced, or eliminated in a manner not inconsistent with this section, the stated capital, if any, of the shares issued upon such exchange shall be the stated capital, if any, of the shares so exchanged.
(6) The stated capital, if any, of each class of shares to be outstanding at the time a merger, consolidation, or reorganization becomes effective shall be the amount set forth or provided for, in a manner not inconsistent with this section, in the agreement of merger, agreement of consolidation, or plan of reorganization.
(C) The stated capital of a class of outstanding shares with or without par value may be created or increased by a transfer from any surplus however created to stated capital by order of the directors for the purpose of creating or increasing such stated capital or upon payment of dividends or distributions in shares of such class, and may be reduced or eliminated in any way provided for in section 1701.31 of the Revised Code.
(D) When a corporation having outstanding shares of more than one class has a stated capital applicable to two or more of the classes and the amount of stated capital of a particular class cannot otherwise be readily determined, the directors of the corporation may make such determination, subject to division (A) of this section.
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.