Ohio Corporation Law


Ohio’s General Corporation Laws defines “Corporation” or “Domestic Corporation” as a corporation for profit formed under the laws of the state of Ohio.  A corporation may be formed for any  lawful purpose.  Any person, singly or jointly with others, may form a corporation.  Incorporators may or may not be  resident of the state of Ohio.  The incorporators may form a corporation by signing and filing the articles of incorporation with the secretary of state

Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation.  Each corporation shall maintain a registered office and registered agent in the state of Ohio.  The registered office need not be the same as any of its places of business.

Unless its articles of incorporation provide, a corporation has perpetual duration and succession in its corporate name.  It has the same powers as a natural person to do all things necessary to carry out its business.  The name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.”  A corporation shall not contain language implying that the corporation is organized for a purpose other than that stated in its articles of incorporation.

The corporate existence of a corporation begins when the articles of incorporation is filed with the Secretary of the State.  After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.  An organizational meeting may be held in or out of the state of Ohio.

Except where the law, the articles, or the regulations require action to be taken by shareholders, all of the authority of a corporation shall be exercised by or under the direction of its directors.  The directors may adopt bylaws for the goverance of the corporation that are not inconsistent with the articles or the regulations.  The directors shall be responsible for fixing the time frame for the achievement of corporate goals.

The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue.  If more than one class of shares is authorized the articles of incorporation shall prescribe a distinguishing designation for each class.

An annual meeting of shareholders for the election of directors and the consideration of reports shall be held on a date provided for in the articles or in the regulations.  In the absence of such designation, the annual meeting shall be held on the first Monday of the fourth month following the close of each fiscal year of the corporation.  When the annual meeting is not held, directors may be elected at a special meeting called for that purpose.