State of the Nonprofit Regulatory Environment in OHIO

OH Code § 1716.01

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No - O.R.C. § 1716.01 et seq., O.R.C. §§ 109.23 to 109.32

OH Code § 109.23

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No - O.R.C. § 1716.01 et seq., O.R.C. §§ 109.23 to 109.32

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: Ohio Attorney General’s Office http://www.ohioattorneygeneral.gov/Business-and-Non-Profits/Charity/Charitable-Registration

OH Code § 1702.39

REGULATORY BODY: Attorney General

STATUTE TEXT: (A) (1) Unless the articles or the regulations, or the terms of any trust on which the corporation holds any particular property, otherwise provide, a lease, sale, exchange, transfer, or other disposition of any assets of a mutual benefit corporation may be made without the necessity of procuring authorization from the court under section 1715.39 of the Revised Code, upon the terms and for the consideration, which may consist, in whole or in part, of money or other property, including shares or other securities or promissory obligations of any business corporation, domestic or foreign, that may be authorized by the directors, except that a lease, sale, exchange, transfer, or other disposition of all, or substantially all, the assets may be made only when that transaction is also authorized (either before or after authorization by the directors) by the voting members present in person , by the use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, by the affirmative vote of a majority of the voting members present as described in this division, if a quorum is present, or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. Notice of the meeting of the members shall be given to all members entitled to vote at the meeting. Such notice shall be accompanied by a copy or summary of the terms of that transaction. (2) For purposes of division (A)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (B) (1) A public benefit corporation may not dispose of its assets with value equal to more than fifty per cent of the fair market value of the net tangible and intangible assets, including goodwill, of the corporation over a period of thirty-six consecutive months in a transaction or series of transactions, including the lease, sale, exchange, transfer, or other disposition of those assets, that are outside the ordinary course of its business or that are not in accordance with the purpose or purposes for which the corporation was organized, as set forth in its articles or the terms of any trust on which the corporation holds such assets, unless one or more of the following apply: (a) The transaction has received the prior approval of the court of common pleas of the county in this state in which the principal office of the corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. (b) (i) The corporation has provided written notice of the proposed transaction, including a copy or summary of the terms of such transaction, at least twenty days before consummation of the lease, sale, exchange, transfer, or other disposition of the assets, to the attorney general’s charitable law section and to the members of the corporation, and the proposed transaction has been approved by the voting members present in person , by the use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, by the affirmative vote of a majority of the voting members present as described in this division, if a quorum is present, or, if the articles or regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and if the articles or regulations require, by the affirmative vote of the voting members of any particular class. (ii) For purposes of division (B)(1)(b)(i) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (c) The transaction is in accordance with the purpose or purposes for which the corporation was organized, as set forth in its articles or the terms of any trust on which the corporation holds the assets, and the lessee, purchaser, or transferee of the assets is also a public benefit corporation or a foreign corporation that would qualify under the Revised Code as a public benefit corporation. (2) The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed transaction under division (B)(1) of this section. The attorney general may retain, at the expense of the public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed transaction under division (B)(1) of this section. (C) The attorney general may institute a civil action to enforce the requirements of division (B)(1) of this section in the court of common pleas of the county in this state in which the principal office of the corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies. (D) The corporation by its directors may abandon the proposed lease, sale, exchange, transfer, or other disposition of the assets of the corporation pursuant to division (A) or (B) of this section, subject to the contract rights of other persons, if that power of abandonment is conferred upon the directors either by the terms of the transaction or by the same vote of voting members and at the same meeting of members as that referred to in division (A) or (B) of this section, as applicable, or at any subsequent meeting. (E) An action to set aside a conveyance by a corporation, on the ground that any section of the Revised Code applicable to the lease, sale, exchange, transfer, or other disposition of the assets of such corporation has not been complied with, shall be brought within one year after that transaction, or the action shall be forever barred. Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007 .

NOTES: Pub. Benefit Corp - 50% or more of assets R.C. § 1702.39

OH Code § 1702.40 ;; 1702.4

REGULATORY BODY: Other

STATUTE TEXT: Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at public or private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equitable and proper, but it shall not be necessary to appraise such property or to advertise the sale thereof otherwise than as the court adjudges or decrees. Effective Date: 10-11-1955 .

NOTES: Court can intervene to prevent or force sale) R.C. § 1702.40

OH Code § 1702.41

REGULATORY BODY: Attorney General

STATUTE TEXT: (A) (1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new domestic corporation. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the directors of each constituent domestic corporation shall approve an agreement of merger or consolidation to be signed by the chairperson of the board of directors, the president, or a vice-president and by the secretary or an assistant secretary. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) That the named constituent entities have agreed to merge into a specified constituent corporation, designated in this section as the surviving corporation, or that the named constituent entities have agreed to consolidate into a new corporation to be formed by the consolidation, designated in this section as the new corporation; (c) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (d) The name of the surviving or new corporation, which may be the same as or similar to that of any constituent corporation; (e) The place in this state where the principal office of the surviving or new corporation is to be located; (f) The names and addresses of the first directors and officers of the surviving or new corporation, and, if desired, their term or terms of office; (g) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the surviving or new corporation may be served; (h) The terms of the merger or consolidation and the mode of carrying those terms into effect; (i) The regulations of the surviving or new corporation or a provision to the effect that the regulations of a specified constituent corporation shall be the regulations of the surviving or new corporation or to the effect that the voting members or the directors of the surviving or new corporation may adopt regulations, or any combination of them. (4) The agreement of merger or consolidation may also set forth any of the following: (a) The specification of a date, which may be the date of the filing of the agreement or a date subsequent to that date of filing, upon which the merger or consolidation shall become effective; (b) A provision conferring upon the directors of one or more of the constituent corporations or the comparable representatives of any other constituent entity the power to abandon the merger or consolidation prior to the filing of the agreement; (c) Any additional provision permitted to be included in the articles of a newly formed corporation; (d) Any additional provision considered necessary or desirable with respect to the proposed merger or consolidation. (B) (1) A merger or consolidation in which a domestic public benefit corporation is one of the constituent entities shall be approved by the court of common pleas of the county in this state in which the principal office of the public benefit corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. No approval by the court under division (B)(1) of this section is required if either of the following applies: (a) A domestic public benefit corporation is the surviving entity in the case of a merger and continues to be a public benefit corporation or is the new corporation in the case of a consolidation and continues to be a public benefit corporation. (b) A domestic public benefit corporation is not the surviving entity in the case of a merger or is not the new corporation in the case of a consolidation , and all of the following apply: (i) On or prior to the effective date of the merger or consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the domestic public benefit corporation or the fair market value of the domestic public benefit corporation if it is to be operated as a business concern, are transferred or conveyed to one or more persons that would have received its assets under section 1702.49 of the Revised Code had it voluntarily dissolved. (ii) The domestic public benefit corporation returns, transfers, or conveys any assets held by it upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger or consolidation, in accordance with that condition. (iii) The merger or consolidation is approved by a majority of directors of the domestic public benefit corporation who will not receive any financial or other benefit, directly or indirectly, as a result of the merger or consolidation or by agreement, and who are not and will not as a result of the merger or consolidation become members, partners, or other owners, however denominated, of, shareholders in, directors, officers, managers, employees, agents, or other representatives of, or consultants to, the surviving or new entity. (2) At least twenty days before consummation of any merger or consolidation of a domestic public benefit corporation pursuant to division (B)(1)(b) of this section, written notice, including a copy of the proposed plan of merger or consolidation, shall be delivered to the attorney general’s charitable law section. The attorney general’s charitable law section may review a proposed merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section. The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may retain, at the expense of the domestic public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may extend the date of any merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section for a period not to exceed sixty days and shall provide notice of that extension to the domestic public benefit corporation. The notice shall set forth the reasons necessitating the extension. (3) No member, other than a member that is a public benefit entity, or director of a domestic public benefit corporation in that person’s capacity as a member or director may receive or keep anything as a result of a merger or consolidation other than membership or directorship in the surviving or new public benefit corporation, without the prior written consent of the attorney general or of the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located, in a proceeding in which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right . The court shall approve the transaction if it is in the public interest. (4) The attorney general may institute a civil action to enforce the requirements of divisions (B)(1), (2), and (3) of this section in the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies. Amended by 129th General AssemblyFile No.79, HB 267, ss1, eff. 5/22/2012. Effective Date: 04-10-2001 .

NOTES: Pub. Benefit Corp. O.R.C. § 1702.41

OH Code § 1702.41

REGULATORY BODY: Other

STATUTE TEXT: (A) (1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new domestic corporation. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the directors of each constituent domestic corporation shall approve an agreement of merger or consolidation to be signed by the chairperson of the board of directors, the president, or a vice-president and by the secretary or an assistant secretary. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) That the named constituent entities have agreed to merge into a specified constituent corporation, designated in this section as the surviving corporation, or that the named constituent entities have agreed to consolidate into a new corporation to be formed by the consolidation, designated in this section as the new corporation; (c) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (d) The name of the surviving or new corporation, which may be the same as or similar to that of any constituent corporation; (e) The place in this state where the principal office of the surviving or new corporation is to be located; (f) The names and addresses of the first directors and officers of the surviving or new corporation, and, if desired, their term or terms of office; (g) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the surviving or new corporation may be served; (h) The terms of the merger or consolidation and the mode of carrying those terms into effect; (i) The regulations of the surviving or new corporation or a provision to the effect that the regulations of a specified constituent corporation shall be the regulations of the surviving or new corporation or to the effect that the voting members or the directors of the surviving or new corporation may adopt regulations, or any combination of them. (4) The agreement of merger or consolidation may also set forth any of the following: (a) The specification of a date, which may be the date of the filing of the agreement or a date subsequent to that date of filing, upon which the merger or consolidation shall become effective; (b) A provision conferring upon the directors of one or more of the constituent corporations or the comparable representatives of any other constituent entity the power to abandon the merger or consolidation prior to the filing of the agreement; (c) Any additional provision permitted to be included in the articles of a newly formed corporation; (d) Any additional provision considered necessary or desirable with respect to the proposed merger or consolidation. (B) (1) A merger or consolidation in which a domestic public benefit corporation is one of the constituent entities shall be approved by the court of common pleas of the county in this state in which the principal office of the public benefit corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. No approval by the court under division (B)(1) of this section is required if either of the following applies: (a) A domestic public benefit corporation is the surviving entity in the case of a merger and continues to be a public benefit corporation or is the new corporation in the case of a consolidation and continues to be a public benefit corporation. (b) A domestic public benefit corporation is not the surviving entity in the case of a merger or is not the new corporation in the case of a consolidation , and all of the following apply: (i) On or prior to the effective date of the merger or consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the domestic public benefit corporation or the fair market value of the domestic public benefit corporation if it is to be operated as a business concern, are transferred or conveyed to one or more persons that would have received its assets under section 1702.49 of the Revised Code had it voluntarily dissolved. (ii) The domestic public benefit corporation returns, transfers, or conveys any assets held by it upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger or consolidation, in accordance with that condition. (iii) The merger or consolidation is approved by a majority of directors of the domestic public benefit corporation who will not receive any financial or other benefit, directly or indirectly, as a result of the merger or consolidation or by agreement, and who are not and will not as a result of the merger or consolidation become members, partners, or other owners, however denominated, of, shareholders in, directors, officers, managers, employees, agents, or other representatives of, or consultants to, the surviving or new entity. (2) At least twenty days before consummation of any merger or consolidation of a domestic public benefit corporation pursuant to division (B)(1)(b) of this section, written notice, including a copy of the proposed plan of merger or consolidation, shall be delivered to the attorney general’s charitable law section. The attorney general’s charitable law section may review a proposed merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section. The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may retain, at the expense of the domestic public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may extend the date of any merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section for a period not to exceed sixty days and shall provide notice of that extension to the domestic public benefit corporation. The notice shall set forth the reasons necessitating the extension. (3) No member, other than a member that is a public benefit entity, or director of a domestic public benefit corporation in that person’s capacity as a member or director may receive or keep anything as a result of a merger or consolidation other than membership or directorship in the surviving or new public benefit corporation, without the prior written consent of the attorney general or of the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located, in a proceeding in which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right . The court shall approve the transaction if it is in the public interest. (4) The attorney general may institute a civil action to enforce the requirements of divisions (B)(1), (2), and (3) of this section in the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies. Amended by 129th General AssemblyFile No.79, HB 267, ss1, eff. 5/22/2012. Effective Date: 04-10-2001 .

NOTES: File with Sec. of State Sec. of State O.R.C. § 1702.41; Judicial Action Pub. Benefit Corp. O.R.C. § 1702.41

OH Code § 1702.41

REGULATORY BODY: Other

STATUTE TEXT: (A) (1) Pursuant to an agreement of merger, a domestic corporation and one or more additional domestic or foreign entities may be merged into a surviving domestic corporation. Pursuant to an agreement of consolidation, one or more domestic or foreign entities may be consolidated into a new domestic corporation. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the directors of each constituent domestic corporation shall approve an agreement of merger or consolidation to be signed by the chairperson of the board of directors, the president, or a vice-president and by the secretary or an assistant secretary. The agreement of merger or consolidation shall be approved or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (b) That the named constituent entities have agreed to merge into a specified constituent corporation, designated in this section as the surviving corporation, or that the named constituent entities have agreed to consolidate into a new corporation to be formed by the consolidation, designated in this section as the new corporation; (c) All statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists; (d) The name of the surviving or new corporation, which may be the same as or similar to that of any constituent corporation; (e) The place in this state where the principal office of the surviving or new corporation is to be located; (f) The names and addresses of the first directors and officers of the surviving or new corporation, and, if desired, their term or terms of office; (g) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the surviving or new corporation may be served; (h) The terms of the merger or consolidation and the mode of carrying those terms into effect; (i) The regulations of the surviving or new corporation or a provision to the effect that the regulations of a specified constituent corporation shall be the regulations of the surviving or new corporation or to the effect that the voting members or the directors of the surviving or new corporation may adopt regulations, or any combination of them. (4) The agreement of merger or consolidation may also set forth any of the following: (a) The specification of a date, which may be the date of the filing of the agreement or a date subsequent to that date of filing, upon which the merger or consolidation shall become effective; (b) A provision conferring upon the directors of one or more of the constituent corporations or the comparable representatives of any other constituent entity the power to abandon the merger or consolidation prior to the filing of the agreement; (c) Any additional provision permitted to be included in the articles of a newly formed corporation; (d) Any additional provision considered necessary or desirable with respect to the proposed merger or consolidation. (B) (1) A merger or consolidation in which a domestic public benefit corporation is one of the constituent entities shall be approved by the court of common pleas of the county in this state in which the principal office of the public benefit corporation is located, in a proceeding of which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right. No approval by the court under division (B)(1) of this section is required if either of the following applies: (a) A domestic public benefit corporation is the surviving entity in the case of a merger and continues to be a public benefit corporation or is the new corporation in the case of a consolidation and continues to be a public benefit corporation. (b) A domestic public benefit corporation is not the surviving entity in the case of a merger or is not the new corporation in the case of a consolidation , and all of the following apply: (i) On or prior to the effective date of the merger or consolidation, assets with a value equal to the greater of the fair market value of the net tangible and intangible assets, including goodwill, of the domestic public benefit corporation or the fair market value of the domestic public benefit corporation if it is to be operated as a business concern, are transferred or conveyed to one or more persons that would have received its assets under section 1702.49 of the Revised Code had it voluntarily dissolved. (ii) The domestic public benefit corporation returns, transfers, or conveys any assets held by it upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the merger or consolidation, in accordance with that condition. (iii) The merger or consolidation is approved by a majority of directors of the domestic public benefit corporation who will not receive any financial or other benefit, directly or indirectly, as a result of the merger or consolidation or by agreement, and who are not and will not as a result of the merger or consolidation become members, partners, or other owners, however denominated, of, shareholders in, directors, officers, managers, employees, agents, or other representatives of, or consultants to, the surviving or new entity. (2) At least twenty days before consummation of any merger or consolidation of a domestic public benefit corporation pursuant to division (B)(1)(b) of this section, written notice, including a copy of the proposed plan of merger or consolidation, shall be delivered to the attorney general’s charitable law section. The attorney general’s charitable law section may review a proposed merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section. The attorney general may require, pursuant to section 109.24 of the Revised Code, the production of the documents necessary for review of a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may retain, at the expense of the domestic public benefit corporation, one or more experts, including an investment banker, actuary, appraiser, certified public accountant, or other expert, that the attorney general considers reasonably necessary to provide assistance in reviewing a proposed merger or consolidation under division (B)(1)(b) of this section. The attorney general may extend the date of any merger or consolidation of a domestic public benefit corporation under division (B)(1)(b) of this section for a period not to exceed sixty days and shall provide notice of that extension to the domestic public benefit corporation. The notice shall set forth the reasons necessitating the extension. (3) No member, other than a member that is a public benefit entity, or director of a domestic public benefit corporation in that person’s capacity as a member or director may receive or keep anything as a result of a merger or consolidation other than membership or directorship in the surviving or new public benefit corporation, without the prior written consent of the attorney general or of the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located, in a proceeding in which the attorney general’s charitable law section has been given written notice by certified mail within three days of the initiation of the proceeding, and in which proceeding the attorney general may intervene as of right . The court shall approve the transaction if it is in the public interest. (4) The attorney general may institute a civil action to enforce the requirements of divisions (B)(1), (2), and (3) of this section in the court of common pleas of the county in this state in which the principal office of the domestic public benefit corporation is located or in the Franklin county court of common pleas. In addition to any civil remedies that may exist under common law or the Revised Code, a court may rescind the transaction or grant injunctive relief or impose any combination of these remedies. Amended by 129th General AssemblyFile No.79, HB 267, ss1, eff. 5/22/2012. Effective Date: 04-10-2001 .

NOTES: File with Sec. of State Sec. of State O.R.C. § 1702.41; Judicial Action Pub. Benefit Corp. O.R.C. § 1702.41

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

OH Code § 1702.38

REGULATORY BODY: Other

STATUTE TEXT: (A) The articles may be amended from time to time in any respect if the articles as amended set forth all the provisions that are required in, and only those provisions that may properly be in, original articles filed at the time of adopting the amendment, other than with respect to the initial directors, except that a public benefit corporation shall not amend its articles in such manner that it will cease to be a public benefit corporation. (B) Without limiting the generality of the authority described in division (A) of this section, the articles may be amended to: (1) Change the name of the corporation; (2) Change the place in this state where its principal office is to be located; (3) Change, enlarge, or diminish its purpose or purposes; (4) Change any provision of the articles or add any provision that may properly be included in the articles. (C) (1) The voting members present in person, by use of authorized communications equipment, by mail, or, if permitted, by proxy at a meeting held for that purpose, may adopt an amendment by the affirmative vote of a majority of the voting members present if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. (2) For purposes of division (C)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (D) In addition to or in lieu of adopting an amendment to the articles, the voting members may adopt amended articles by the same action or vote as that required to adopt the amendment. (E) The directors may adopt amended articles to consolidate the original articles and all previously adopted amendments to the articles that are in force at the time, or the voting members at a meeting held for that purpose may adopt the amended articles by the same vote as that required to adopt an amendment. (F) Amended articles shall set forth all the provisions that are required in, and only the provisions that may properly be in, original articles filed at the time of adopting the amended articles, other than with respect to the initial directors, and shall contain a statement that they supersede the existing articles. (G) 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 directors, a statement of the basis for such adoption, shall be filed with the secretary of state, and upon that filing the articles shall be amended accordingly, and the amended articles shall supersede the existing articles. The certificate shall be signed by any authorized officer of the corporation. (H) 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 that 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. That copy shall be recorded in the official records of the county recorder. Amended by 130th General Assembly File No. 41, HB 72, ss1, eff. 1/30/2014. Amended by 129th General AssemblyFile No.201, HB 479, ss1, eff. 3/27/2013. Effective Date: 04-10-2001; 08-19-2005; 2006 HB699 03-29-2007 .

NOTES: Yes - Sec. of State [R.C. § 1702.38]

OH Code § 1716.04

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Financial statement or 990, AG may require additional information (by rule). Ohio Rev. Code § 1716.04

OH Code § 1702.47

REGULATORY BODY: Attorney General

STATUTE TEXT: (A) A corporation may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall set forth: (1) That the corporation elects to be dissolved; (2) Any additional provision deemed necessary with respect to the proposed dissolution and winding up. (C) The directors may adopt a resolution of dissolution in the following cases: (1) When the corporation has been adjudged bankrupt or has made a general assignment for the benefit of creditors; (2) By leave of the court, when a receiver has been appointed in a general creditors’ suit or in any suit in which the affairs of the corporation are to be wound up; (3) When substantially all of the assets have been sold at judicial sale or otherwise; (4) When the period of existence of the corporation specified in its articles has expired. (D) (1) The voting members at a meeting held for that purpose may adopt a resolution of dissolution by the affirmative vote of a majority of the voting members present in person or, if permitted, by mail, by proxy, or by the use of authorized communications equipment, if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members or the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. Notice of the meeting of the members shall be sent to all the members who would be entitled to vote at the meeting by mail, overnight delivery service, or any authorized communications equipment. (2) For purposes of division (D)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (E) Upon the adoption of a resolution of dissolution, a certificate shall be prepared, on a form prescribed by the secretary of state, setting forth the following: (1) The name of the corporation; (2) A statement that a resolution of dissolution has been adopted; (3) A statement of the manner of adoption of that resolution, and, in the case of its adoption by the directors, a statement of the basis for the adoption; (4) The place in this state where its principal office is or is to be located; (5) The names and addresses of its directors and officers; (6) The name and address of its statutory agent; (7) The date of dissolution, if other than the filing date. (F) The certificate described in division (E) of this section shall be signed by any authorized officer, unless the officer fails to execute and file the certificate within thirty days after the adoption of the resolution, or upon any date specified in the resolution as the date upon which the certificate is to be filed, or upon the expiration of any period specified in the resolution as the period within which the certificate is to be filed, whichever is latest, in which event the certificate of dissolution may be signed by any three voting members and shall set forth a statement that the persons signing the certificate are voting members and are filing the certificate because of the failure of the officers to do so. (G) A certificate of dissolution, filed with the secretary of state, shall be accompanied by: (1) A receipt, certificate, or other evidence from the director of job and family services showing that all contributions due from the corporation as an employer have been paid, that such payment has been adequately guaranteed, or that the corporation is not subject to such contributions; (2) A receipt, certificate, or other evidence showing that the corporation has paid all taxes imposed under the laws of this state that are or will be due from the corporation on the date of the dissolution , or that such payment has been adequately guaranteed; (3) In lieu of the receipt, certificate, or other evidence described in division (G)(1) or (2) of this section, an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgement by the corporation of the applicability of section 1702.55 of the Revised Code. (H) Upon the filing of a certificate of dissolution and those accompanying documents or on a later date specified in the certificate that is not more than ninety days after the filing, the corporation shall be dissolved. Amended by 129th General AssemblyFile No.117, HB 508, ss1, eff. 9/6/2012. Effective Date: 05-16-2002 .

NOTES: Pub. Benefit and Mutual Benefit Corp) R.C. § 1702.47

OH Code § 1702.47

REGULATORY BODY: Other

STATUTE TEXT: (A) A corporation may be dissolved voluntarily in the manner provided in this section. (B) A resolution of dissolution for a corporation shall set forth: (1) That the corporation elects to be dissolved; (2) Any additional provision deemed necessary with respect to the proposed dissolution and winding up. (C) The directors may adopt a resolution of dissolution in the following cases: (1) When the corporation has been adjudged bankrupt or has made a general assignment for the benefit of creditors; (2) By leave of the court, when a receiver has been appointed in a general creditors’ suit or in any suit in which the affairs of the corporation are to be wound up; (3) When substantially all of the assets have been sold at judicial sale or otherwise; (4) When the period of existence of the corporation specified in its articles has expired. (D) (1) The voting members at a meeting held for that purpose may adopt a resolution of dissolution by the affirmative vote of a majority of the voting members present in person or, if permitted, by mail, by proxy, or by the use of authorized communications equipment, if a quorum is present or, if the articles or the regulations provide or permit, by the affirmative vote of a greater or lesser proportion or number of the voting members, and by the affirmative vote of the voting members or the affirmative vote of the voting members of any particular class that is required by the articles or the regulations. Notice of the meeting of the members shall be sent to all the members who would be entitled to vote at the meeting by mail, overnight delivery service, or any authorized communications equipment. (2) For purposes of division (D)(1) of this section, participation by a voting member at a meeting through the use of any of the means of communication described in that division constitutes presence in person of that voting member at the meeting for purposes of determining a quorum. (E) Upon the adoption of a resolution of dissolution, a certificate shall be prepared, on a form prescribed by the secretary of state, setting forth the following: (1) The name of the corporation; (2) A statement that a resolution of dissolution has been adopted; (3) A statement of the manner of adoption of that resolution, and, in the case of its adoption by the directors, a statement of the basis for the adoption; (4) The place in this state where its principal office is or is to be located; (5) The names and addresses of its directors and officers; (6) The name and address of its statutory agent; (7) The date of dissolution, if other than the filing date. (F) The certificate described in division (E) of this section shall be signed by any authorized officer, unless the officer fails to execute and file the certificate within thirty days after the adoption of the resolution, or upon any date specified in the resolution as the date upon which the certificate is to be filed, or upon the expiration of any period specified in the resolution as the period within which the certificate is to be filed, whichever is latest, in which event the certificate of dissolution may be signed by any three voting members and shall set forth a statement that the persons signing the certificate are voting members and are filing the certificate because of the failure of the officers to do so. (G) A certificate of dissolution, filed with the secretary of state, shall be accompanied by: (1) A receipt, certificate, or other evidence from the director of job and family services showing that all contributions due from the corporation as an employer have been paid, that such payment has been adequately guaranteed, or that the corporation is not subject to such contributions; (2) A receipt, certificate, or other evidence showing that the corporation has paid all taxes imposed under the laws of this state that are or will be due from the corporation on the date of the dissolution , or that such payment has been adequately guaranteed; (3) In lieu of the receipt, certificate, or other evidence described in division (G)(1) or (2) of this section, an affidavit of one or more of the persons executing the certificate of dissolution or of an officer of the corporation containing a statement of the date upon which the particular department, agency, or authority was advised in writing of the scheduled effective date of the dissolution and was advised in writing of the acknowledgement by the corporation of the applicability of section 1702.55 of the Revised Code. (H) Upon the filing of a certificate of dissolution and those accompanying documents or on a later date specified in the certificate that is not more than ninety days after the filing, the corporation shall be dissolved. Amended by 129th General AssemblyFile No.117, HB 508, ss1, eff. 9/6/2012. Effective Date: 05-16-2002 .

NOTES: Sec. of State R.C. § 1702.47; Jurisdiction of court of common pleas R.C. § 1702.50

OH Code § 1702.50 ;; 1702.5

REGULATORY BODY: Other

STATUTE TEXT: (A) Without limiting the generality of its authority, the court of common pleas of the county in this state in which is located the principal office of a voluntarily dissolved corporation or of a corporation whose articles have been canceled or whose period of existence has expired, upon the complaint of the corporation, a majority of the directors, or a creditor or member, and upon such notice to all the directors and such other persons interested as the court considers proper, at any time may order and adjudge in respect to the following matters: (1) The presentation and proof of all claims and demands against the corporation and of all rights, interests, or liens in or on any of its property; the fixing of the time within which and the manner in which such proof shall be made and the person to whom such presentation shall be made; and the barring from participation in any distribution of assets of all persons failing to make and present proofs as required by the order of the court; (2) The stay of the prosecution of any proceeding against the corporation or involving any of its property, and the requirement that the parties to it present and prove their claims, demands, rights, interests, or liens at the time and in the manner required of creditors or others; or the grant of leave to bring or maintain an independent proceeding to enforce liens; (3) The settlement or determination of all claims of every nature against the corporation or any of its property; the determination of the assets required to be retained to pay or provide for the payment of such claims or any claim; the determination of the assets available for distribution among members and others; and the making of new parties to the proceeding so far as the court considers proper for the determination of all matters; (4) The determination of the rights of members or others in and to the assets of the corporation; (5) The presentation and the filing of intermediate and final accounts of the directors or of the liquidators and hearings on them; the allowance, disallowance, or settlement of such accounts; and the discharge of the directors, the liquidators, or any of them from their duties and liabilities; (6) The appointment of a special master commissioner to hear and determine any such matters with such authority as the court considers proper; (7) The filling of any vacancies in the number of directors or liquidators when the directors are unable to act on the vacancies for want of a quorum or for any other reason; (8) The appointment of a receiver, in accordance with the usages of a court in equitable matters, to wind up the affairs of the corporation, to take custody of any of its property, or for any other purpose; (9) The issuance or entry of any injunction or any other order that the court considers proper in the administration of the trust involved in the winding up of the affairs of the corporation and the giving of notice of it; (10) The allowance and payment of compensation to the directors or any of them, to liquidators, to a receiver, to the attorney for the complainant, or to any person properly rendering services beneficial to the corporation or to those interested in it; (11) The entry of a judgment or decree that, if it so provides, may operate as the deed or other instrument ordered to be executed, or the appointment of a master to execute such deed or instrument in the name of the corporation with the same effect as if executed by an authorized officer pursuant to authority conferred by the directors or the voting members of the corporation, whenever there is no officer or agent competent to execute such deed or instrument, whenever the corporation or its officers do not perform or comply with a judgment or decree of court, or whenever the court considers it proper. (B) A judicial proceeding under this section concerning the winding up of the affairs of a corporation is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. Effective Date: 04-10-2001 .

NOTES: Sec. of State R.C. § 1702.47; Jurisdiction of court of common pleas R.C. § 1702.50

OH Code § 1702.52

REGULATORY BODY: Attorney General

STATUTE TEXT: (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of, the court of common pleas of the county in this state in which the corporation has its principal office; (2) By an order of the court of common pleas of the county in this state in which such corporation has its principal office, in an action brought by voting members entitled to dissolve the corporation voluntarily, when it is established: (a) That its articles have been canceled or its period of existence has expired and that it is necessary in order to protect the members that the corporation be judicially dissolved; (b) That the corporation is insolvent or is unable to afford reasonable security to those who may deal with it and that it is necessary in order to protect the creditors of the corporation that the corporation be judicially dissolved; (c) That the objects of the corporation have wholly failed or are entirely abandoned or that their accomplishment is impracticable; (3) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by a majority of the voting members, or such lesser proportion or number of voting members as are entitled by the articles to dissolve the corporation voluntarily, when it is established that it is beneficial to the members that the corporation be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by one-half of the directors when there is an even number of directors or by one-half of the voting members, when it is established that the corporation has an even number of directors who are deadlocked in the management of the corporate affairs and the voting members are unable to break the deadlock, or when it is established that the corporation has an uneven number of directors and that the voting members are deadlocked in voting power and unable to agree upon or vote for the election of directors as successors to directors whose terms normally would expire upon the election of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is one of those specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of members, a schedule shall be annexed to the complaint setting forth the name of each member and the member’s address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have power to issue injunctions, to appoint a receiver with such authority and duties as the court from time to time may direct, to take such other proceedings as may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the activities of the corporation until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of any proceeding against the corporation or involving any of its property and require the parties to it to present and prove their claims, demands, rights, interests, or liens, at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, a final order based either upon the evidence, or upon the report of the special master commissioner if one has been appointed, shall be made dissolving the corporation or dismissing the complaint. An order or judgment for the judicial dissolution of a corporation shall contain a concise statement of the proceedings leading up to the order or judgment; the name of the corporation; the place in this state where its principal office is located; the names and addresses of its directors and officers; the name and address of a statutory agent; and, if desired, such other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of such order forthwith shall be filed in the office of the secretary of state, whereupon the corporation shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of such judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1702.49, 1702.50, and 1702.51 of the Revised Code relating to the authority and duties of directors during the winding up of the affairs of a corporation dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of a corporation, and with respect to receivers for winding up the affairs of a corporation shall be applicable to corporations judicially dissolved. (E) A judicial proceeding under this section concerning the judicial dissolution of a corporation is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are applicable, and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. Effective Date: 04-10-2001 .

NOTES: R.C. § 1702.52

OH Code § 1702.52

REGULATORY BODY: Other

STATUTE TEXT: (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of, the court of common pleas of the county in this state in which the corporation has its principal office; (2) By an order of the court of common pleas of the county in this state in which such corporation has its principal office, in an action brought by voting members entitled to dissolve the corporation voluntarily, when it is established: (a) That its articles have been canceled or its period of existence has expired and that it is necessary in order to protect the members that the corporation be judicially dissolved; (b) That the corporation is insolvent or is unable to afford reasonable security to those who may deal with it and that it is necessary in order to protect the creditors of the corporation that the corporation be judicially dissolved; (c) That the objects of the corporation have wholly failed or are entirely abandoned or that their accomplishment is impracticable; (3) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by a majority of the voting members, or such lesser proportion or number of voting members as are entitled by the articles to dissolve the corporation voluntarily, when it is established that it is beneficial to the members that the corporation be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by one-half of the directors when there is an even number of directors or by one-half of the voting members, when it is established that the corporation has an even number of directors who are deadlocked in the management of the corporate affairs and the voting members are unable to break the deadlock, or when it is established that the corporation has an uneven number of directors and that the voting members are deadlocked in voting power and unable to agree upon or vote for the election of directors as successors to directors whose terms normally would expire upon the election of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is one of those specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of members, a schedule shall be annexed to the complaint setting forth the name of each member and the member’s address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have power to issue injunctions, to appoint a receiver with such authority and duties as the court from time to time may direct, to take such other proceedings as may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the activities of the corporation until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of any proceeding against the corporation or involving any of its property and require the parties to it to present and prove their claims, demands, rights, interests, or liens, at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, a final order based either upon the evidence, or upon the report of the special master commissioner if one has been appointed, shall be made dissolving the corporation or dismissing the complaint. An order or judgment for the judicial dissolution of a corporation shall contain a concise statement of the proceedings leading up to the order or judgment; the name of the corporation; the place in this state where its principal office is located; the names and addresses of its directors and officers; the name and address of a statutory agent; and, if desired, such other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of such order forthwith shall be filed in the office of the secretary of state, whereupon the corporation shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of such judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1702.49, 1702.50, and 1702.51 of the Revised Code relating to the authority and duties of directors during the winding up of the affairs of a corporation dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of a corporation, and with respect to receivers for winding up the affairs of a corporation shall be applicable to corporations judicially dissolved. (E) A judicial proceeding under this section concerning the judicial dissolution of a corporation is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are applicable, and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. Effective Date: 04-10-2001 .

NOTES: R.C. § 1702.52

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

DISSOLV-ADMINI-OT

REGULATORY BODY: Other

OH Code § 109.34

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ohio Rev. Code Ann. § 109.34

OH Code § 3913.38

REGULATORY BODY: Attorney General

STATUTE TEXT:

NOTES: Ohio Rev. Code Ann. § 3913.38

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

NOTES: No

HOSPCON-FILING-OT

REGULATORY BODY: Other

NOTES: No

AUDITFI-AUDITS-NS

REGULATORY BODY: Not Specific

NOTES: No

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

OH Code § 1716.01

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: R.C. § 1716.01 et seq.

OH Code § 1716.03(A)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: R.C. § 1716.03(A)

OH Code § 1716.03

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: R.C. § 1716.03 ($25k)

OH Code § 1716.03(C)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: R.C. § 1716.03(C) and (E)

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

NOTES: Ohio Administrative Code 109:1-1-02(B)(1)

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

OH Code § 1716.03(B)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: *R.C. § 1716.03(B): Charitable trusts exempt from solicitation registration IF the trust has already registered with the AG as a charitable trust

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

OH Code § 1716.02(A)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: R.C. § 1716.02(A)

OH Code § 1716.03(D)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: R.C. § 1716.03(D)

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

ORGTYPE-OTHTYP-NS

REGULATORY BODY: Not Specific

NOTES: booster clubs (F)

OH Code § 1702.52

REGULATORY BODY: Not Specific

STATUTE TEXT: (A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of, the court of common pleas of the county in this state in which the corporation has its principal office; (2) By an order of the court of common pleas of the county in this state in which such corporation has its principal office, in an action brought by voting members entitled to dissolve the corporation voluntarily, when it is established: (a) That its articles have been canceled or its period of existence has expired and that it is necessary in order to protect the members that the corporation be judicially dissolved; (b) That the corporation is insolvent or is unable to afford reasonable security to those who may deal with it and that it is necessary in order to protect the creditors of the corporation that the corporation be judicially dissolved; (c) That the objects of the corporation have wholly failed or are entirely abandoned or that their accomplishment is impracticable; (3) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by a majority of the voting members, or such lesser proportion or number of voting members as are entitled by the articles to dissolve the corporation voluntarily, when it is established that it is beneficial to the members that the corporation be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the corporation has its principal office, in an action brought by one-half of the directors when there is an even number of directors or by one-half of the voting members, when it is established that the corporation has an even number of directors who are deadlocked in the management of the corporate affairs and the voting members are unable to break the deadlock, or when it is established that the corporation has an uneven number of directors and that the voting members are deadlocked in voting power and unable to agree upon or vote for the election of directors as successors to directors whose terms normally would expire upon the election of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants and shall set forth facts showing that the case is one of those specified in this section. Unless the complainants set forth in the complaint that they are unable to annex a list of members, a schedule shall be annexed to the complaint setting forth the name of each member and the member’s address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it is filed shall have power to issue injunctions, to appoint a receiver with such authority and duties as the court from time to time may direct, to take such other proceedings as may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the activities of the corporation until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of any proceeding against the corporation or involving any of its property and require the parties to it to present and prove their claims, demands, rights, interests, or liens, at the time and in the manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon such notice as the court may direct to be given to all parties to the proceeding and to any other parties in interest designated by the court, a final order based either upon the evidence, or upon the report of the special master commissioner if one has been appointed, shall be made dissolving the corporation or dismissing the complaint. An order or judgment for the judicial dissolution of a corporation shall contain a concise statement of the proceedings leading up to the order or judgment; the name of the corporation; the place in this state where its principal office is located; the names and addresses of its directors and officers; the name and address of a statutory agent; and, if desired, such other provisions with respect to the judicial dissolution and winding up as are considered necessary or desirable. A certified copy of such order forthwith shall be filed in the office of the secretary of state, whereupon the corporation shall be dissolved. To the extent consistent with orders entered in such proceeding, the effect of such judicial dissolution shall be the same as in the case of voluntary dissolution, and the provisions of sections 1702.49, 1702.50, and 1702.51 of the Revised Code relating to the authority and duties of directors during the winding up of the affairs of a corporation dissolved voluntarily, with respect to the jurisdiction of courts over the winding up of the affairs of a corporation, and with respect to receivers for winding up the affairs of a corporation shall be applicable to corporations judicially dissolved. (E) A judicial proceeding under this section concerning the judicial dissolution of a corporation is a special proceeding, and final orders in the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are applicable, and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. Effective Date: 04-10-2001 .

NOTES: R.C. § 1702.52

REMEDYT-BRDRMV-NS

REGULATORY BODY: Not Specific

NOTES: No

OH Code § 1716.05

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ohio Rev. Code § 1716.05: Fundraising Counsel Ohio Rev. Code § 1716.07: Professional solicitors

OH Code § 1716.07

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ohio Rev. Code § 1716.05: Fundraising Counsel Ohio Rev. Code § 1716.07: Professional solicitors

OH Code § 1716.05

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Only requires registration if org has custody of the contributions. Ohio Rev. Code § 1716.05 Ohio Rev. Code § 1716.11: whether or not required to register, must maintain records of solicitation for inspection by the attorney general within ten days upon request.

OH Code § 1716.11

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Only requires registration if org has custody of the contributions. Ohio Rev. Code § 1716.05 Ohio Rev. Code § 1716.11: whether or not required to register, must maintain records of solicitation for inspection by the attorney general within ten days upon request.

OH Code § 1716.09

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ohio Rev. Code § 1716.09

OH Code § 1716.07

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ohio Rev. Code § 1716.07: must submit “Solicitation Notice”

OH Code § 1716.10

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ohio Rev. Code § 1716.10

OH Code § 1716.07

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ohio Rev. Code § 1716.07; Contract described in Ohio Rev. Code § 1716.08

OH Code § 1716.08

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Ohio Rev. Code § 1716.07; Contract described in Ohio Rev. Code § 1716.08

OH Code § 1716.05

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Within 90 days of end of campaign and on anniversary of campaigns lasting longer that one year. Ohio Rev. Code § 1716.05; Ohio Rev. Code § 1716.07

OH Code § 1716.07

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Within 90 days of end of campaign and on anniversary of campaigns lasting longer that one year. Ohio Rev. Code § 1716.05; Ohio Rev. Code § 1716.07

OH Code § 1716.05

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: At the time of making application for registration or renewal of registration the professional solicitor shall file with and have approved by the attorney general a bond in the sum of twenty-five thousand dollars ($25,000.00), with one or more sureties authorized to do business in this state. Ohio Rev. Code § 1716.05; Ohio Rev. Code § 1716.07

OH Code § 1716.07

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: At the time of making application for registration or renewal of registration the professional solicitor shall file with and have approved by the attorney general a bond in the sum of twenty-five thousand dollars ($25,000.00), with one or more sureties authorized to do business in this state. Ohio Rev. Code § 1716.05; Ohio Rev. Code § 1716.07

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

OH Code § 1716.01

OH Code § 109.23

Registration Office

BIFURCD-REGIOF-NS

2 Notice, Filing or Review of Transactions

Sale of Assets

OH Code § 1702.39

OH Code § 1702.40 ;; 1702.4

Mergers

OH Code § 1702.41

OH Code § 1702.41

OH Code § 1702.41

Certificate of Amendments

REPORTS-AMMEND-AG

OH Code § 1702.38

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

OH Code § 1716.04

3 Notice or Action for Dissolutions

Voluntary Dissolutions

OH Code § 1702.47

OH Code § 1702.47

OH Code § 1702.50 ;; 1702.5

Judicial Dissolutions

OH Code § 1702.52

OH Code § 1702.52

Administrative Dissolutions

DISSOLV-ADMINI-AG

DISSOLV-ADMINI-OT

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

OH Code § 109.34

Requires Notice or Oversight

OH Code § 3913.38

HOSPCON-OVERSI-OT

Requires Filing

HOSPCON-FILING-OT

5 Audits

Requires Audit

AUDITFI-AUDITS-NS

Audit Threshold

AUDITFI-THRESH-NS

6 Registration Law

Registration Law

OH Code § 1716.01

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

OH Code § 1716.03(A)

Small organizations

OH Code § 1716.03

Educational Institutions

OH Code § 1716.03(C)

Governmental Organizations

ORGTYPE-GOVMNT-NS

Hospitals

ORGTYPE-HOSPIT-NS

Veterans organizations

ORGTYPE-VETERA-NS

Foundations

ORGTYPE-FNDYES-NS

Foundations that don’t solicit contributions

ORGTYPE-FNDNOS-NS

Charitable Trusts

OH Code § 1716.03(B)

Parent-Teacher Organizations

ORGTYPE-PTOEDU-NS

Reports to congress

ORGTYPE-CONGRE-NS

Non-soliciting

OH Code § 1716.02(A)

Fraternal/ Membership

OH Code § 1716.03(D)

Political Orgs

ORGTYPE-POLITI-NS

Other

ORGTYPE-OTHTYP-NS

8 Defined remedies

Dissolution

OH Code § 1702.52