Effective: January 30, 2014
Latest Legislation: House Bill 72 - 130th General Assembly
(A)(1) Upon the adoption of any amendment or amended articles, a certificate containing a copy of the resolution adopting the amendment or amended articles, a statement of the manner of its adoption, and, in the case of adoption of the resolution by the incorporators or directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and thereupon the articles shall be amended accordingly, any change of shares provided for in the amendment or amended articles shall become effective, and the amended articles shall supersede the existing articles.
(2) Except as provided in division (A)(3) of this section, when an amendment or amended articles are adopted by the directors pursuant to section 1701.70 of the Revised Code, the corporation shall send notice of the amendment or amended articles, and a copy or summary of the amendment or amended articles, by mail, overnight delivery service, or any other means of communication authorized by the shareholder to whom the notice and copy or summary are sent, to each shareholder of the corporation of record as of the date on which the directors approved the amendment or amended articles. The notice shall be sent to the shareholders within twenty days after the filing of the certificate required by division (A)(1) of this section.
(3) Any corporation that files periodic reports with the United States securities and exchange commission pursuant to section 13 of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78m, as amended, or section 15(d) of the "Securities Exchange Act of 1934," 48 Stat. 881, 15 U.S.C. 78o(d), as amended, may satisfy the notice to shareholders of record requirement of division (A)(2) of this section by including a copy or summary of the amendment or amended articles in a report filed in accordance with those provisions within twenty days after the filing of the certificate required by division (A)(1) of this section.
(B) When an amendment or amended articles are adopted by the incorporators, the certificate described in division (A)(1) of this section shall be signed by each of them.
(C) When an amendment or amended articles are adopted by the directors or by the shareholders, the certificate described in division (A)(1) of this section shall be signed by any authorized officer.
(D) A copy of an amendment or amended articles changing the name of a corporation or its principal office in this state, certified by the secretary of state, may be filed for record in the office of the county recorder of any county in this state, and for such recording, the county recorder shall charge and collect the same fee as provided for in division (A)(1) of section 317.32 of the Revised Code. The copy shall be recorded in the official records of the county recorder.
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.