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OHIO LEGAL INFORMATION
Forming a Corporate--Law and Links
Ohio Corporate Code (See Title 17).
Ohio Secretary of State, Business Services Home page.
Ohio Business Name Search (use to check on corporate name availability).
Ohio Articles of Incorporation.
Articles of Incorporation filing fee: $125
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Selected Ohio Corporate Statutes
- § 1702.05 Corporate name; transfer; reservation.
(A) Except as provided in this section and in sections 1702.41 and 1702.45 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office any articles if the corporate name set forth in the articles is not distinguishable upon the secretary of state's records from any of the following:
- The name of any other corporation, whether a nonprofit corporation or a business corporation and whether that of a domestic or of a foreign corporation authorized to do business in this state;
- The name of any limited liability company registered in the office of the secretary of state pursuant to Chapter 1705. of the Revised Code, whether domestic or foreign;
- The name of any limited liability partnership registered in the office of the secretary of state pursuant to Chapter 1775. of the Revised Code, whether domestic or foreign;
- The name of any limited partnership registered in the office of the secretary of state pursuant to Chapter 1782. of the Revised Code, whether domestic or foreign;
- Any trade name, the exclusive right to which is at the time in question registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code.
(B) The secretary of state shall determine for purposes of this section whether a name is "distinguishable" from another name upon the secretary of state's records. Without excluding other names that may not constitute distinguishable names in this state, a name is not considered distinguishable from another name for purposes of this section solely because it differs from the other name in only one or more of the following manners:
- The use of the word "corporation," "company," "incorporated," "limited," or any abbreviation of any of those words;
- The use of any article, conjunction, contraction, abbreviation, or punctuation;
- The use of a different tense or number of the same word.
- § 1701.10 Organizational meeting of initial directors or incorporators; first meeting of shareholders; adoption of regulations. (A) After incorporation, all of the following apply:
(1) If the initial directors are named in the articles, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by receiving subscriptions, appointing officers, adopting regulations, and carrying on any other business brought before the meeting.
(2) If the initial directors are not named in the articles, the incorporator or incorporators either shall receive subscriptions as provided in division (A) of section 1701.09 of the Revised Code or shall hold an organizational meeting at the call of a majority of the incorporators to elect directors who shall complete the organization of the corporation as provided in division (A)(1) of this section. If subscriptions for shares are received by the incorporators, the incorporators, or a majority of them, shall give not less than seven days' written notice to the shareholders, unless written notice is waived by the shareholders, to meet at a specified time and place for the purposes of adopting regulations, electing directors, and transacting any other business. The shareholders shall meet for those purposes at the time and place specified.
- § 1701.56 Number of directors; qualifications; provisional director. (A) Except as provided in division (B) of this section and section 1701.911 [1701.91.1] of the Revised Code:
(1) The number of directors as fixed by the articles or the regulations shall be not less than three or, if not so fixed, shall be three, provided that where all shares of a corporation are owned of record by one or two shareholders, the number of directors may be less than three but not less than the number of shareholders.
- § 1701.59 Authority of directors; bylaws; standard of care.
(A) Except where the law, the articles, or the regulations require action to be authorized or taken by shareholders, all of the authority of a corporation shall be exercised by or under the direction of its directors. For their own government, the directors may adopt bylaws that are not inconsistent with the articles or the regulations. The selection of a time frame for the achievement of corporate goals shall be the responsibility of the directors.
Library of Informational Legal Articles
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