Effective: May 16, 2002
Latest Legislation: House Bill 278 - 124th General Assembly
(A) Any person, singly or jointly with others, and without regard to residence, domicile, or state of incorporation, may form a corporation by signing and filing with the secretary of state articles of incorporation, which shall set forth the following:
(1) The name of the corporation;
(2) The place in this state where the principal office of the corporation is to be located;
(3) The purpose or purposes for which the corporation is formed.
(B) The articles also may set forth the following:
(1) The names of individuals who are to serve as the initial directors;
(2) The names of any persons or the designation of any group of persons who are to be the initial members;
(3) Any qualification of membership and the classification of members;
(4) A provision to the effect that the corporation shall be subordinate to and subject to the authority of any head or national association, lodge, order, beneficial association, fraternal or beneficial society, foundation, federation, or any other nonprofit corporation, society, organization, or association;
(5) Any lawful provision for the purpose of defining, limiting, or regulating the exercise of the authority of the corporation, the incorporators, the directors, the officers, the members, or any class of members, or creating or defining rights and privileges of the members among themselves or in the property of the corporation, or governing the distribution of assets on dissolution;
(6) Any provision that may be set forth in the regulations;
(7) A provision specifying the period of existence of the corporation if it is to be otherwise than perpetual;
(8) Any additional provision permitted by this chapter.
(C) A written appointment of a statutory agent for the purposes set forth in section 1702.06 of the Revised Code shall be filed with the articles, unless the corporation belongs to one of the classes mentioned in division (N) of that section.
(D) The legal existence of the corporation begins upon the filing of the articles or on a later date specified in the articles that is not more than ninety days after the filing, and, unless the articles otherwise provide, its period of existence shall be perpetual.
Structure Ohio Revised Code
Title 17 | Corporations-Partnerships
Chapter 1702 | Nonprofit Corporation Law
Section 1702.01 | Nonprofit Corporation Law Definitions.
Section 1702.02 | Notice Requirements.
Section 1702.03 | Purposes of Corporation.
Section 1702.04 | Articles of Incorporation.
Section 1702.05 | Corporate Name - Transfer - Reservation.
Section 1702.06 | Statutory Agent - Cancellation and Reinstatement of Articles.
Section 1702.08 | Incorporation of Such Society or Association.
Section 1702.09 | Religious Society.
Section 1702.10 | Adoption of Regulations.
Section 1702.11 | Contents of Regulations.
Section 1702.12 | Authority of Nonprofit Corporation.
Section 1702.14 | Absence of Provision for Members.
Section 1702.15 | Corporation to Keep Books and Records of Account and Minutes of Proceedings.
Section 1702.16 | Annual Meeting.
Section 1702.17 | Meetings of Voting Members - Calling and Place of Meeting.
Section 1702.18 | Notice of Meeting.
Section 1702.19 | Waiver of Notice.
Section 1702.21 | Voting of Membership in Corporation.
Section 1702.22 | Quorum of Voting Members.
Section 1702.23 | Controlling Provisions of Articles or Regulations.
Section 1702.24 | Vote of Members Required for Rescission or Revocation.
Section 1702.25 | Action by Members or Directors Without a Meeting.
Section 1702.26 | Election of Directors.
Section 1702.28 | Term and Classification of Directors.
Section 1702.29 | Removal of Directors and Filling Vacancies.
Section 1702.30 | Authority of Directors.
Section 1702.301 | Interest of Director or Officer in Contract.
Section 1702.31 | Meetings of Directors - Notice.
Section 1702.32 | Quorum for Directors' Meeting.
Section 1702.33 | Executive and Other Committees of Directors.
Section 1702.34 | Officers - Authority and Removal.
Section 1702.35 | Corporate Property.
Section 1702.36 | Corporate Mortgages.
Section 1702.38 | Amendments to Articles.
Section 1702.39 | Mutual Benefit Corporation - Disposition of Assets.
Section 1702.40 | Judicial Sale of Property.
Section 1702.41 | Merger or Consolidation Into Domestic Corporation.
Section 1702.411 | Merger or Consolidation Into Entity Other Than Domestic Corporation.
Section 1702.42 | Agreement of Merger or Consolidation - Vote by Members.
Section 1702.43 | Certificate of Merger or Consolidation.
Section 1702.44 | Effect of Merger or Consolidation.
Section 1702.46 | Effective Date of Merger or Consolidation.
Section 1702.462 | Form of Certificate of Conversion.
Section 1702.47 | Voluntary Dissolution.
Section 1702.48 | Public Notice of Voluntary Dissolution.
Section 1702.49 | Winding Up or Obtaining Reinstatement - Powers and Duties of Directors.
Section 1702.51 | Receiver for Winding Up Affairs of Corporation.
Section 1702.52 | Judicial Dissolution.
Section 1702.521 | Provisional Director - Appointment, Duties, Qualifications.
Section 1702.53 | Certified Copies as Evidence.
Section 1702.54 | False Statement or Entry.
Section 1702.55 | Liability of Members, Directors and Officers of Corporation.
Section 1702.57 | Exercise of Expired Powers.
Section 1702.58 | Applicability of Chapter.
Section 1702.59 | Filing of Verified Statement of Continued Existence.
Section 1702.60 | Restoring Rights, Privileges, and Franchises Upon Reinstatement.
Section 1702.80 | Qualified Nonprofit Corporation May Establish Police Department.