Bill Text: OH SB98 | 2013-2014 | 130th General Assembly | Introduced
NOTE: There are more recent revisions of this legislation. Read Latest Draft
Bill Title: To expand the list of entities that may serve as statutory agents.
Spectrum: Slight Partisan Bill (Republican 27-11)
Status: (Passed) 2014-05-20 - Effective Date [SB98 Detail]
Download: Ohio-2013-SB98-Introduced.html
As Introduced
A BILL
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Bill Title: To expand the list of entities that may serve as statutory agents.
Spectrum: Slight Partisan Bill (Republican 27-11)
Status: (Passed) 2014-05-20 - Effective Date [SB98 Detail]
Download: Ohio-2013-SB98-Introduced.html
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Senators Obhof, Kearney
Cosponsors:
Senators Eklund, Schiavoni, Seitz, Skindell, LaRose
To amend sections 1701.07, 1702.06, 1703.041, | 1 |
1705.06, 1705.54, 1729.06, 1733.06, 1745.13, | 2 |
1746.04, 1747.03, 1751.03, 1776.07, 1776.86, | 3 |
1782.04, and 1782.49 of the Revised Code to expand | 4 |
the list of entities that may serve as statutory | 5 |
agents. | 6 |
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 1701.07, 1702.06, 1703.041, | 7 |
1705.06, 1705.54, 1729.06, 1733.06, 1745.13, 1746.04, 1747.03, | 8 |
1751.03, 1776.07, 1776.86, 1782.04, and 1782.49 of the Revised | 9 |
Code be amended to read as follows: | 10 |
Sec. 1701.07. (A) Every corporation shall have and maintain | 11 |
an agent, sometimes referred to as the "statutory agent," upon | 12 |
whom any process, notice, or demand required or permitted by | 13 |
statute to be served upon a corporation may be served. The agent | 14 |
15 |
(1) A natural person who is a resident of this state | 16 |
17 |
(2) A domestic | 18 |
19 | |
20 | |
nonprofit corporation, limited liability company, partnership, | 21 |
limited partnership, limited liability partnership, limited | 22 |
partnership association, professional association, business trust, | 23 |
or unincorporated nonprofit association that has a business | 24 |
address in this state. If the agent is an entity other than a | 25 |
domestic corporation, the agent shall meet the requirements of | 26 |
Title XVII of the Revised Code for an entity of the agent's type | 27 |
to transact business or exercise privileges in this state. | 28 |
(B) The secretary of state shall not accept original articles | 29 |
for filing unless there is filed with the articles a written | 30 |
appointment of an agent that is signed by the incorporators of the | 31 |
corporation or a majority of them and a written acceptance of the | 32 |
appointment that is signed by the agent. In all other cases, the | 33 |
corporation shall appoint the agent and shall file in the office | 34 |
of the secretary of state a written appointment of the agent that | 35 |
is signed by any authorized officer of the corporation and a | 36 |
written acceptance of the appointment that is either the original | 37 |
acceptance signed by the agent or a photocopy, facsimile, or | 38 |
similar reproduction of the original acceptance signed by the | 39 |
agent. | 40 |
(C) The written appointment of an agent shall set forth the | 41 |
name and address in this state of the agent, including the street | 42 |
and number or other particular description, and shall otherwise be | 43 |
in such form as the secretary of state prescribes. The secretary | 44 |
of state shall keep a record of the names of corporations, and the | 45 |
names and addresses of their respective agents. | 46 |
(D) If any agent dies, removes from the state, or resigns, | 47 |
the corporation shall forthwith appoint another agent and file | 48 |
with the secretary of state, on a form prescribed by the secretary | 49 |
of state, a written appointment of the agent. | 50 |
(E) If the agent changes the agent's address from that | 51 |
appearing upon the record in the office of the secretary of state, | 52 |
the corporation or the agent shall forthwith file with the | 53 |
secretary of state, on a form prescribed by the secretary of | 54 |
state, a written statement setting forth the new address. | 55 |
(F) An agent may resign by filing with the secretary of | 56 |
state, on a form prescribed by the secretary of state, a written | 57 |
notice to that effect that is signed by the agent and by sending a | 58 |
copy of the notice to the corporation at the current or last known | 59 |
address of its principal office on or prior to the date the notice | 60 |
is filed with the secretary of state. The notice shall set forth | 61 |
the name of the corporation, the name and current address of the | 62 |
agent, the current or last known address, including the street and | 63 |
number or other particular description, of the corporation's | 64 |
principal office, the resignation of the agent, and a statement | 65 |
that a copy of the notice has been sent to the corporation within | 66 |
the time and in the manner prescribed by this division. Upon the | 67 |
expiration of thirty days after the filing, the authority of the | 68 |
agent shall terminate. | 69 |
(G) A corporation may revoke the appointment of an agent by | 70 |
filing with the secretary of state, on a form prescribed by the | 71 |
secretary of state, a written appointment of another agent and a | 72 |
statement that the appointment of the former agent is revoked. | 73 |
(H) Any process, notice, or demand required or permitted by | 74 |
statute to be served upon a corporation may be served upon the | 75 |
corporation by delivering a copy of it to its agent, if a natural | 76 |
person, or by delivering a copy of it at the address of its agent | 77 |
in this state, as the address appears upon the record in the | 78 |
office of the secretary of state. If (1) the agent cannot be | 79 |
found, or (2) the agent no longer has that address, or (3) the | 80 |
corporation has failed to maintain an agent as required by this | 81 |
section, and if in any such case the party desiring that the | 82 |
process, notice, or demand be served, or the agent or | 83 |
representative of the party, shall have filed with the secretary | 84 |
of state an affidavit stating that one of the foregoing conditions | 85 |
exists and stating the most recent address of the corporation that | 86 |
the party after diligent search has been able to ascertain, then | 87 |
service of process, notice, or demand upon the secretary of state, | 88 |
as the agent of the corporation, may be initiated by delivering to | 89 |
the secretary of state or at the secretary of state's office | 90 |
quadruplicate copies of such process, notice, or demand and by | 91 |
paying to the secretary of state a fee of five dollars. The | 92 |
secretary of state shall forthwith give notice of the delivery to | 93 |
the corporation at its principal office as shown upon the record | 94 |
in the secretary of state's office and at any different address | 95 |
shown on its last franchise tax report filed in this state, or to | 96 |
the corporation at any different address set forth in the above | 97 |
mentioned affidavit, and shall forward to the corporation at said | 98 |
addresses, by certified mail, with request for return receipt, a | 99 |
copy of the process, notice, or demand; and thereupon service upon | 100 |
the corporation shall be deemed to have been made. | 101 |
(I) The secretary of state shall keep a record of each | 102 |
process, notice, and demand delivered to the secretary of state or | 103 |
at the secretary of state's office under this section or any other | 104 |
law of this state that authorizes service upon the secretary of | 105 |
state, and shall record the time of the delivery and the action | 106 |
thereafter with respect thereto. | 107 |
(J) This section does not limit or affect the right to serve | 108 |
any process, notice, or demand upon a corporation in any other | 109 |
manner permitted by law. | 110 |
(K) Every corporation shall state in each annual report filed | 111 |
by it with the department of taxation the name and address of its | 112 |
statutory agent. | 113 |
(L) Except when an original appointment of an agent is filed | 114 |
with the original articles, a written appointment of an agent or a | 115 |
written statement filed by a corporation with the secretary of | 116 |
state shall be signed by any authorized officer of the corporation | 117 |
or by the incorporators of the corporation or a majority of them | 118 |
if no directors have been elected. | 119 |
(M) For filing a written appointment of an agent other than | 120 |
one filed with original articles, and for filing a statement of | 121 |
change of address of an agent, the secretary of state shall charge | 122 |
and collect the fee specified in division (R) of section 111.16 of | 123 |
the Revised Code. | 124 |
(N) Upon the failure of a corporation to appoint another | 125 |
agent or to file a statement of change of address of an agent, the | 126 |
secretary of state shall give notice thereof by ordinary or | 127 |
electronic mail to the corporation at the electronic mail address | 128 |
provided to the secretary of state, or at the address set forth in | 129 |
the notice of resignation or on the last franchise tax return | 130 |
filed in this state by the corporation. Unless the default is | 131 |
cured within thirty days after the mailing by the secretary of | 132 |
state of the notice or within any further period of time that the | 133 |
secretary of state grants, upon the expiration of that period of | 134 |
time from the date of the mailing, the articles of the corporation | 135 |
shall be canceled without further notice or action by the | 136 |
secretary of state. The secretary of state shall make a notation | 137 |
of the cancellation on the secretary of state's records. | 138 |
A corporation whose articles have been canceled may be | 139 |
reinstated by filing, on a form prescribed by the secretary of | 140 |
state, an application for reinstatement and the required | 141 |
appointment of agent or required statement, and by paying the | 142 |
filing fee specified in division (Q) of section 111.16 of the | 143 |
Revised Code. The rights, privileges, and franchises of a | 144 |
corporation whose articles have been reinstated are subject to | 145 |
section 1701.922 of the Revised Code. The secretary of state shall | 146 |
furnish the tax commissioner a monthly list of all corporations | 147 |
canceled and reinstated under this division. | 148 |
(O) This section does not apply to banks, trust companies, | 149 |
insurance companies, or any corporation defined under the laws of | 150 |
this state as a public utility for taxation purposes. | 151 |
Sec. 1702.06. (A) Every corporation shall have and maintain | 152 |
an agent, sometimes referred to as the "statutory agent," upon | 153 |
whom any process, notice, or demand required or permitted by | 154 |
statute to be served upon a corporation may be served. The agent | 155 |
156 |
(1) A natural person who is a resident of this state | 157 |
158 |
(2) A domestic or foreign | 159 |
160 | |
161 | |
corporation, limited liability company, partnership, limited | 162 |
partnership, limited liability partnership, limited partnership | 163 |
association, professional association, business trust, or | 164 |
unincorporated nonprofit association that has a business address | 165 |
in this state. If the agent is an entity other than a domestic | 166 |
corporation, the agent shall meet the requirements of Title XVII | 167 |
of the Revised Code for an entity of the agent's type to transact | 168 |
business or exercise privileges in this state. | 169 |
(B) The secretary of state shall not accept original articles | 170 |
for filing unless there is filed with the articles a written | 171 |
appointment of an agent signed by the incorporators of the | 172 |
corporation or a majority of them and a written acceptance of the | 173 |
appointment signed by the agent. In all other cases, the | 174 |
corporation shall appoint the agent and shall file in the office | 175 |
of the secretary of state a written appointment of the agent that | 176 |
is signed by any authorized officer of the corporation and a | 177 |
written acceptance of the appointment that is either the original | 178 |
acceptance signed by the agent or a photocopy, facsimile, or | 179 |
similar reproduction of the original acceptance signed by the | 180 |
agent. | 181 |
(C) The written appointment of an agent shall set forth the | 182 |
name and address in this state of the agent, including the street | 183 |
and number or other particular description, and shall otherwise be | 184 |
in such form as the secretary of state prescribes. The secretary | 185 |
of state shall keep a record of the names of corporations and the | 186 |
names and addresses of their respective agents. | 187 |
(D) If any agent dies, removes from the state, or resigns, | 188 |
the corporation shall forthwith appoint another agent and file | 189 |
with the secretary of state, on a form prescribed by the secretary | 190 |
of state, a written appointment of that agent. | 191 |
(E) If the agent changes the agent's address from that | 192 |
appearing upon the record in the office of the secretary of state, | 193 |
the corporation or the agent shall forthwith file with the | 194 |
secretary of state, on a form prescribed by the secretary of | 195 |
state, a written statement setting forth the new address. | 196 |
(F) An agent may resign by filing with the secretary of | 197 |
state, on a form prescribed by the secretary of state, a written | 198 |
notice to that effect that is signed by the agent and by sending a | 199 |
copy of the notice to the corporation at the current or last known | 200 |
address of its principal office on or prior to the date that | 201 |
notice is filed with the secretary of state. The notice shall set | 202 |
forth the name of the corporation, the name and current address of | 203 |
the agent, the current or last known address, including the street | 204 |
and number or other particular description, of the corporation's | 205 |
principal office, the resignation of the agent, and a statement | 206 |
that a copy of the notice has been sent to the corporation within | 207 |
the time and in the manner prescribed by this division. Upon the | 208 |
expiration of sixty days after such filing, the authority of the | 209 |
agent shall terminate. | 210 |
(G) A corporation may revoke the appointment of an agent by | 211 |
filing with the secretary of state, on a form prescribed by the | 212 |
secretary of state, a written appointment of another agent and a | 213 |
statement that the appointment of the former agent is revoked. | 214 |
(H) Any process, notice, or demand required or permitted by | 215 |
statute to be served upon a corporation may be served upon the | 216 |
corporation by delivering a copy of it to its agent, if a natural | 217 |
person, or by delivering a copy of it at the address of its agent | 218 |
in this state, as such address appears upon the record in the | 219 |
office of the secretary of state. If (1) the agent cannot be | 220 |
found, or (2) the agent no longer has that address, or (3) the | 221 |
corporation has failed to maintain an agent as required by this | 222 |
section, and if in any such case the party desiring that such | 223 |
process, notice, or demand be served, or the agent or | 224 |
representative of the party, shall have filed with the secretary | 225 |
of state an affidavit stating that one of the foregoing conditions | 226 |
exists and stating the most recent address of the corporation that | 227 |
the party after diligent search has been able to ascertain, then | 228 |
service of process, notice, or demand upon the secretary of state, | 229 |
as the agent of the corporation, may be initiated by delivering to | 230 |
the secretary of state or at the secretary of state's office | 231 |
triplicate copies of such process, notice, or demand and by paying | 232 |
to the secretary of state a fee of five dollars. The secretary of | 233 |
state shall forthwith give notice of such delivery to the | 234 |
corporation at its principal office as shown upon the record in | 235 |
the secretary of state's office and also to the corporation at any | 236 |
different address set forth in the above mentioned affidavit, and | 237 |
shall forward to the corporation at each of those addresses, by | 238 |
certified mail, with request for return receipt, a copy of such | 239 |
process, notice, or demand; and thereupon service upon the | 240 |
corporation shall be deemed to have been made. | 241 |
(I) The secretary of state shall keep a record of each | 242 |
process, notice, and demand delivered to the secretary of state or | 243 |
at the secretary of state's office under this section or any other | 244 |
law of this state that authorizes service upon the secretary of | 245 |
state, and shall record the time of such delivery and the | 246 |
secretary of state's action thereafter with respect thereto. | 247 |
(J) This section does not limit or affect the right to serve | 248 |
any process, notice, or demand upon a corporation in any other | 249 |
manner permitted by law. | 250 |
(K) Except when an original appointment of an agent is filed | 251 |
with the original articles, a written appointment of an agent or a | 252 |
written statement filed by a corporation with the secretary of | 253 |
state shall be signed by any authorized officer of the corporation | 254 |
or by the incorporators of the corporation or a majority of them | 255 |
if no directors have been elected. | 256 |
(L) For filing a written appointment of an agent other than | 257 |
one filed with original articles, and for filing a statement of | 258 |
change of address of an agent, the secretary of state shall charge | 259 |
and collect the fee specified in division (R) of section 111.16 of | 260 |
the Revised Code. | 261 |
(M) Upon the failure of any corporation to appoint another | 262 |
agent or to file a statement of change of address of an agent, the | 263 |
secretary of state shall give notice thereof by certified mail to | 264 |
the corporation at the address set forth in the notice of | 265 |
resignation or on the most recent statement of continued existence | 266 |
filed in this state by the corporation. Unless the failure is | 267 |
cured within thirty days after the mailing by the secretary of | 268 |
state of the notice or within any further period the secretary of | 269 |
state grants, upon the expiration of that period, the articles of | 270 |
the corporation shall be canceled without further notice or action | 271 |
by the secretary of state. The secretary of state shall make a | 272 |
notation of the cancellation on the secretary of state's records. | 273 |
A corporation whose articles have been canceled may be reinstated | 274 |
by filing, on a form prescribed by the secretary of state, an | 275 |
application for reinstatement and the required appointment of | 276 |
agent or required statement, and by paying the filing fee | 277 |
specified in division (Q) of section 111.16 of the Revised Code. | 278 |
The rights, privileges, and franchises of a corporation whose | 279 |
articles have been reinstated are subject to section 1702.60 of | 280 |
the Revised Code. The secretary of state shall furnish the tax | 281 |
commissioner a monthly list of all corporations canceled and | 282 |
reinstated under this division. | 283 |
(N) This section does not apply to banks, trust companies, | 284 |
insurance companies, or any corporation defined under the laws of | 285 |
this state as a public utility for taxation purposes. | 286 |
Sec. 1703.041. (A) Every foreign corporation for profit that | 287 |
is licensed to transact business in this state, and every foreign | 288 |
nonprofit corporation that is licensed to exercise its | 289 |
privileges in this state, shall have and maintain an agent, | 290 |
sometimes referred to as the "designated agent," upon whom process | 291 |
against the corporation may be served within this state. The agent | 292 |
293 |
(1) A natural person who is a resident of this state | 294 |
295 |
(2) A domestic | 296 |
corporation | 297 |
298 | |
299 | |
partnership, limited partnership, limited liability partnership, | 300 |
limited partnership association, professional association, | 301 |
business trust, or unincorporated nonprofit association that has a | 302 |
business address in this state. If the agent is an entity other | 303 |
than a domestic corporation, the agent shall meet the requirements | 304 |
of Title XVII of the Revised Code for an entity of the agent's | 305 |
type to transact business or exercise privileges in this state. | 306 |
(B) The written appointment of a designated agent shall set | 307 |
forth the name and address of the agent, including the street and | 308 |
number or other particular description, and shall otherwise be in | 309 |
such form as the secretary of state prescribes. The secretary of | 310 |
state shall keep a record of the names of such foreign | 311 |
corporations and the names and addresses of their respective | 312 |
agents. | 313 |
(C) If the designated agent dies, removes from the state, or | 314 |
resigns, the foreign corporation shall forthwith appoint another | 315 |
agent and file in the office of the secretary of state, on a form | 316 |
prescribed by the secretary of state, a written appointment of the | 317 |
new agent. | 318 |
(D) If the designated agent changes the agent's address from | 319 |
that appearing upon the record in the office of the secretary of | 320 |
state, the foreign corporation or the designated agent in its | 321 |
behalf shall forthwith file with the secretary of state, on a form | 322 |
prescribed by the secretary of state, a written statement setting | 323 |
forth the agent's new address. | 324 |
(E) A designated agent may resign by filing with the | 325 |
secretary of state, on a form prescribed by the secretary of | 326 |
state, a signed statement to that effect. The secretary of state | 327 |
shall forthwith mail a copy of the statement to the foreign | 328 |
corporation at its principal office as shown by the record in the | 329 |
secretary of state's office. Upon the expiration of sixty days | 330 |
after the filing, the authority of the agent shall terminate. | 331 |
(F) A foreign corporation may revoke the appointment of a | 332 |
designated agent by filing with the secretary of state, on a form | 333 |
prescribed by the secretary of state, a written appointment of | 334 |
another agent and a statement that the appointment of the former | 335 |
agent is revoked. | 336 |
(G) Process may be served upon a foreign corporation by | 337 |
delivering a copy of it to its designated agent, if a natural | 338 |
person, or by delivering a copy of it at the address of its agent | 339 |
in this state, as the address appears upon the record in the | 340 |
office of the secretary of state. | 341 |
(H) This section does not limit or affect the right to serve | 342 |
process upon a foreign corporation in any other manner permitted | 343 |
by law. | 344 |
(I) Every foreign corporation for profit shall state in each | 345 |
annual report filed by it with the department of taxation the name | 346 |
and address of its designated agent in this state. | 347 |
Sec. 1705.06. (A) Each limited liability company shall | 348 |
maintain continuously in this state an agent for service of | 349 |
process on the company. The agent shall be | 350 |
the following: | 351 |
(1) A natural person who is a resident of this state | 352 |
(2) A domestic | 353 |
354 | |
corporation, limited liability company, partnership, limited | 355 |
partnership, limited liability partnership, limited partnership | 356 |
association, professional association, business trust, or | 357 |
unincorporated nonprofit association that has a business address | 358 |
in this state. If the agent is an entity other than a domestic | 359 |
corporation, the agent shall meet the requirements of Title XVII | 360 |
of the Revised Code for an entity of the agent's type to transact | 361 |
business or exercise privileges in this state. | 362 |
(B)(1) The secretary of state shall not accept original | 363 |
articles of organization of a limited liability company for filing | 364 |
unless the articles are accompanied by both of the following: | 365 |
(a) A written appointment of an agent as described in | 366 |
division (A) of this section that is signed by an authorized | 367 |
member, manager, or other representative of the limited liability | 368 |
company; | 369 |
(b) A written acceptance of the appointment that is signed by | 370 |
the designated agent on a form prescribed by the secretary of | 371 |
state. | 372 |
(2) In cases not covered by division (B)(1) of this section, | 373 |
the limited liability company shall appoint the agent described in | 374 |
division (A) of this section and shall file with the secretary of | 375 |
state, on a form prescribed by the secretary of state, a written | 376 |
appointment of that agent that is signed as described in division | 377 |
(K) of this section and a written acceptance of the appointment | 378 |
that is signed by the designated agent. | 379 |
(3) For purposes of divisions (B)(1) and (2) of this section, | 380 |
the filed written acceptance of an agent's appointment shall be a | 381 |
signed original document or a photocopy, facsimile, or similar | 382 |
reproduction of a signed original document. | 383 |
(C) The written appointment of an agent described in division | 384 |
(A) of this section shall set forth the name of the agent and the | 385 |
agent's address in this state, including the street and number or | 386 |
other particular description of that address. It otherwise shall | 387 |
be in the form that the secretary of state prescribes. The | 388 |
secretary of state shall keep a record of the names of limited | 389 |
liability companies and the names and addresses of their agents. | 390 |
(D) If any agent described in division (A) of this section | 391 |
dies, resigns, or moves outside of this state, the limited | 392 |
liability company shall appoint forthwith another agent and file | 393 |
with the secretary of state, on a form prescribed by the secretary | 394 |
of state, a written appointment of the agent and acceptance of | 395 |
appointment as described in division (B)(2) of this section. | 396 |
(E) If the agent described in division (A) of this section | 397 |
changes the agent's address from the address stated in the records | 398 |
of the secretary of state, the agent or the limited liability | 399 |
company shall file forthwith with the secretary of state, on a | 400 |
form prescribed by the secretary of state, a written statement | 401 |
setting forth the new address. | 402 |
(F) An agent described in division (A) of this section may | 403 |
resign by filing with the secretary of state, on a form prescribed | 404 |
by the secretary of state, a written notice of resignation that is | 405 |
signed by the agent and by mailing a copy of that notice to the | 406 |
limited liability company at the current or last known address of | 407 |
its principal office. The notice shall be mailed to the company on | 408 |
or prior to the date that the notice is filed with the secretary | 409 |
of state and shall set forth the name of the company, the name and | 410 |
current address of the agent, the current or last known address, | 411 |
including the street and number or other particular description, | 412 |
of the company's principal office, a statement of the resignation | 413 |
of the agent, and a statement that a copy of the notice has been | 414 |
sent to the company within the time and in the manner specified in | 415 |
this division. The authority of the resigning agent terminates | 416 |
thirty days after the filing of the notice with the secretary of | 417 |
state. | 418 |
(G) A limited liability company may revoke the appointment of | 419 |
its agent described in division (A) of this section by filing with | 420 |
the secretary of state, on a form prescribed by the secretary of | 421 |
state, a written appointment of another agent and an acceptance of | 422 |
appointment in the manner described in division (B)(2) of this | 423 |
section and a statement indicating that the appointment of the | 424 |
former agent is revoked. | 425 |
(H)(1) Any legal process, notice, or demand required or | 426 |
permitted by law to be served upon a limited liability company may | 427 |
be served upon the company as follows: | 428 |
(a) If the agent described in division (A) of this section is | 429 |
430 | |
process, notice, or demand to the agent; | 431 |
(b) If the agent is not a | 432 |
delivering a copy of the process, notice, or demand to the address | 433 |
of the agent in this state as contained in the records of the | 434 |
secretary of state. | 435 |
(2) If the agent described in division (A) of this section | 436 |
cannot be found or no longer has the address that is stated in the | 437 |
records of the secretary of state or the limited liability company | 438 |
has failed to maintain an agent as required by this section and if | 439 |
the party or the agent or representative of the party that desires | 440 |
service of the process, notice, or demand files with the secretary | 441 |
of state an affidavit that states that one of those circumstances | 442 |
exists and states the most recent address of the company that the | 443 |
party who desires service has been able to ascertain after a | 444 |
diligent search, then the service of the process, notice, or | 445 |
demand upon the secretary of state as the agent of the company may | 446 |
be initiated by delivering to the secretary of state four copies | 447 |
of the process, notice, or demand accompanied by a fee of five | 448 |
dollars. The secretary of state shall give forthwith notice of | 449 |
that delivery to the company at either its principal office as | 450 |
shown upon the secretary of state's records or at any different | 451 |
address specified in the affidavit of the party desiring service | 452 |
and shall forward to the company at either address by certified | 453 |
mail, return receipt requested, a copy of the process, notice, or | 454 |
demand. Service upon the company is made when the secretary of | 455 |
state gives the notice and forwards the process, notice, or demand | 456 |
as set forth in division (H)(2) of this section. | 457 |
(I) The secretary of state shall keep a record of each | 458 |
process, notice, and demand that pertains to a limited liability | 459 |
company and that is delivered to the secretary of state's office | 460 |
under this section or another law of this state that authorizes | 461 |
service upon the secretary of state in connection with a limited | 462 |
liability company. In that record, the secretary of state shall | 463 |
record the time of each delivery of that type and the secretary of | 464 |
state's subsequent action with respect to the process, notice, or | 465 |
demand. | 466 |
(J) This section does not limit or affect the right to serve | 467 |
any process, notice, or demand upon a limited liability company in | 468 |
any other manner permitted by law. | 469 |
(K) The written appointment of an agent or a written | 470 |
statement filed by the company with the secretary of state shall | 471 |
be signed by an authorized member, manager, or other | 472 |
representative of the company. | 473 |
Sec. 1705.54. (A) Before transacting business in this state, | 474 |
a foreign limited liability company shall register with the | 475 |
secretary of state. The company shall register by submitting to | 476 |
the secretary of state an application for registration as a | 477 |
foreign limited liability company. The application shall be on a | 478 |
form that is prescribed by the secretary of state, be signed by an | 479 |
authorized representative of the company, and set forth all of the | 480 |
following: | 481 |
(1) The name of the company and, if different, the name under | 482 |
which it is registered or organized in the state of its | 483 |
organization; | 484 |
(2) The state in which it was organized and the date of its | 485 |
formation; | 486 |
(3) The name and address of an agent for service of any | 487 |
process, notice, or demand on the company. The | 488 |
shall be | 489 |
(1) A natural person who is a resident of this state | 490 |
(2) A domestic
| 491 |
nonprofit corporation, limited liability company, partnership, | 492 |
limited partnership, limited liability partnership, limited | 493 |
partnership association, professional association, business trust, | 494 |
or unincorporated nonprofit association that has a | 495 |
business
| 496 |
If the agent is an entity other than a domestic corporation, the | 497 |
agent shall meet the requirements of Title XVII of the Revised | 498 |
Code for an entity of the agent's type to transact business or | 499 |
exercise privileges in this state. | 500 |
(4) A statement that the secretary of state is appointed the | 501 |
agent of the company for service of any process, notice, or demand | 502 |
on the company if an agent is not appointed as described in | 503 |
division (A)(3) of this section or if an agent is appointed | 504 |
pursuant to that division but the authority of that agent has been | 505 |
revoked or the agent cannot be found or served after the exercise | 506 |
of reasonable diligence; | 507 |
(5) An address to which interested persons may direct | 508 |
requests for copies of the articles of organization, operating | 509 |
agreement, bylaws, or other charter documents of the company. | 510 |
(B) Upon receipt of an application for registration as a | 511 |
foreign limited liability company and the filing fee required by | 512 |
law, the secretary of state shall accept the application for | 513 |
filing and shall make a copy of the application for the secretary | 514 |
of state's records by microfilm or by any authorized photostatic | 515 |
or digitized process. Evidence of the filing shall be returned to | 516 |
the company or its representative. | 517 |
(C) Upon being filed in accordance with division (B) of this | 518 |
section, an application for registration as a foreign limited | 519 |
liability company shall be deemed to be the certificate of | 520 |
registration of the applicant as a foreign limited liability | 521 |
company authorized to transact business in this state. | 522 |
Sec. 1729.06. (A) Two or more individuals may form an | 523 |
association under this chapter. | 524 |
(B)(1) Every association shall have and maintain a statutory | 525 |
agent upon whom any process, notice, or demand against the | 526 |
association may be served. The agent | 527 |
following: | 528 |
(1) A natural person who is a resident of this state | 529 |
(2) A domestic or foreign corporation | 530 |
531 | |
corporation, limited liability company, partnership, limited | 532 |
partnership, limited liability partnership, limited partnership | 533 |
association, professional association, business trust, or | 534 |
unincorporated nonprofit association that has a business address | 535 |
in this state. If the agent is an entity other than a domestic | 536 |
corporation, the agent shall meet the requirements of Title XVII | 537 |
of the Revised Code for an entity of the agent's type to transact | 538 |
business or exercise privileges in this state. | 539 |
(2) Whenever appointment or designation of a statutory agent | 540 |
is required by this chapter, the appointment or designation shall | 541 |
be on a form prescribed by the secretary of state for the | 542 |
administration of this chapter and shall conform with section | 543 |
1702.06 of the Revised Code. | 544 |
Sec. 1733.06. Every credit union shall have and maintain a | 545 |
statutory agent | 546 |
547 | |
permitted by statute to be served upon a credit union may be | 548 |
served. The agent shall be one of the following: | 549 |
(A) A natural person who is a resident of this state; | 550 |
(B) A domestic or foreign corporation, nonprofit corporation, | 551 |
limited liability company, partnership, limited partnership, | 552 |
limited liability partnership, limited partnership association, | 553 |
professional association, business trust, or unincorporated | 554 |
nonprofit association that has a business address in this state. | 555 |
If the agent is an entity other than a domestic corporation, the | 556 |
agent shall meet the requirements of Title XVII of the Revised | 557 |
Code for an entity of the agent's type to transact business or | 558 |
exercise privileges in this state. | 559 |
Sec. 1745.13. (A) An unincorporated nonprofit association | 560 |
may file in the office of the secretary of state a statement | 561 |
appointing an agent authorized to receive service of process. The | 562 |
agent | 563 |
(1) A natural person who is a resident of this state | 564 |
565 |
(2) A domestic | 566 |
corporation | 567 |
568 | |
partnership, limited partnership, limited liability partnership, | 569 |
limited partnership association, professional association, | 570 |
business trust, or unincorporated nonprofit association that has a | 571 |
business address in this state. | 572 |
other than a domestic corporation, the agent shall meet the | 573 |
requirements of Title XVII of the Revised Code for an entity of | 574 |
the agent's type to transact business or exercise privileges in | 575 |
this state. | 576 |
The statement appointing an agent shall set forth the name of | 577 |
the unincorporated nonprofit association and the name and address | 578 |
in this state of the agent, including the street and number or | 579 |
other particular description, and shall otherwise be in the form | 580 |
that the secretary of state prescribes. The secretary of state | 581 |
shall keep a record of the names of all unincorporated nonprofit | 582 |
associations that have filed a statement appointing an agent | 583 |
authorized to receive service of process and the names and | 584 |
addresses of their respective agents. | 585 |
(B) A statement appointing an agent authorized to receive | 586 |
service of process under division (A) of this section shall be | 587 |
signed by a person authorized to manage the affairs of the | 588 |
unincorporated nonprofit association. The statement also shall be | 589 |
signed by the person appointed as agent who accepts the | 590 |
appointment. The appointed agent may resign by filing with the | 591 |
secretary of state, on a form prescribed by the secretary of | 592 |
state, a written notice to that effect that is signed by the agent | 593 |
and by sending a copy of the notice to the association at the | 594 |
current or last known address of its principal office on or prior | 595 |
to the date that the notice is filed with the secretary of state. | 596 |
Upon the expiration of thirty days after the filing, the authority | 597 |
of the agent shall terminate. | 598 |
(C) An unincorporated nonprofit association may revoke the | 599 |
appointment of an agent by filing with the secretary of state on a | 600 |
form prescribed by the secretary of state a written appointment of | 601 |
another agent and a statement that the appointment of the former | 602 |
agent is revoked. | 603 |
Sec. 1746.04. (A) Except as set forth in section 1746.03 of | 604 |
the Revised Code, before transacting business in this state, a | 605 |
business trust shall file in the office of the secretary of state, | 606 |
on forms prescribed by the secretary of state, a report containing | 607 |
the following information: | 608 |
(1) A list of the names and addresses of its trustees; | 609 |
(2) The address of its principal office; | 610 |
(3) In the case of a foreign business trust, the address of | 611 |
its principal office within this state, if any; | 612 |
(4) The business names of the business trust, including any | 613 |
fictitious or assumed names; | 614 |
(5) The name and address within this state of a designated | 615 |
agent upon whom process against the business trust may be served; | 616 |
(6) The irrevocable consent of the business trust to service | 617 |
of process upon its designated agent and to service of process | 618 |
upon the secretary of state if, without the registration of | 619 |
another agent with the secretary of state, its designated agent | 620 |
has died, resigned, lost authority, dissolved, become | 621 |
disqualified, or has removed from this state, or if its designated | 622 |
agent cannot, with due diligence, be found. | 623 |
Such report shall have attached as an exhibit an executed | 624 |
copy of the trust instrument or a true and correct copy of it, | 625 |
certified to be such by a trustee before an official authorized to | 626 |
administer oaths or by a public official in another state in whose | 627 |
office an executed copy is on file. | 628 |
(B) Not more than ninety days after the occurrence of any | 629 |
event causing any filing, including exhibits, made pursuant to | 630 |
division (A) of this section, or any previous filing made pursuant | 631 |
to this division, to be inaccurate or incomplete, there shall be | 632 |
filed in the office of the secretary of state all information | 633 |
necessary to maintain the accuracy and completeness of such | 634 |
filing. | 635 |
(C) The secretary of state shall charge and collect the fees | 636 |
specified in division (T) of section 111.16 of the Revised Code | 637 |
for each filing made under division (A) or (B) of this section, | 638 |
except for filings under division (B) of this section pertaining | 639 |
solely to division (A)(5) of this section, for which the secretary | 640 |
of state shall charge and collect the fee specified in division | 641 |
(R) of section 111.16 of the Revised Code. | 642 |
(D) The trust instrument and other information filed in the | 643 |
office of the secretary of state are matters of public record, and | 644 |
persons dealing with a business trust are charged with | 645 |
constructive notice of the contents of any such instrument or | 646 |
information by reason of such filing. | 647 |
(E) A copy of a trust instrument or other information filed | 648 |
in the office of the secretary of state shall be accepted as | 649 |
prima-facie evidence of the existence of the instrument or other | 650 |
information and of its contents, and conclusive evidence of the | 651 |
existence of such record. | 652 |
(F) The agent designated pursuant to division (A)(5) of this | 653 |
section shall be one of the following: | 654 |
(1) A natural person who is a resident of this state; | 655 |
(2) A domestic or foreign corporation, nonprofit corporation, | 656 |
limited liability company, partnership, limited partnership, | 657 |
limited liability partnership, limited partnership association, | 658 |
professional association, business trust, or unincorporated | 659 |
nonprofit association that has a business address in this state. | 660 |
If the agent is an entity other than a domestic corporation, the | 661 |
agent shall meet the requirements of Title XVII of the Revised | 662 |
Code for an entity of the agent's type to transact business or | 663 |
exercise privileges in this state. | 664 |
Sec. 1747.03. (A) Before transacting real estate business in | 665 |
this state, a real estate investment trust shall file the | 666 |
following report in the office of the secretary of state, on forms | 667 |
prescribed by the secretary of state: | 668 |
(1) An executed copy of the trust instrument or a true and | 669 |
correct copy of it, certified to be such by a trustee before an | 670 |
official authorized to administer oaths or by a public official in | 671 |
another state in whose office an executed copy is on file; | 672 |
(2) A list of the names and addresses of its trustees; | 673 |
(3) The address of its principal office; | 674 |
(4) In the case of a foreign real estate investment trust, | 675 |
the address of its principal office within this state, if any; | 676 |
(5) The business name of the trust; | 677 |
(6) The name and address within this state of a designated | 678 |
agent upon whom process against the trust may be served; | 679 |
(7) The irrevocable consent of the trust to service of | 680 |
process on its designated agent and to service of process upon the | 681 |
secretary of state if, without the registration of another agent | 682 |
with the secretary of state, its designated agent has died, | 683 |
resigned, lost authority, dissolved, become disqualified, or has | 684 |
removed from this state, or if its designated agent cannot, with | 685 |
due diligence, be found; | 686 |
(8) Not more than ninety days after the occurrence of any | 687 |
event causing any filing made pursuant to divisions (A)(2) to (6) | 688 |
of this section, or any previous filing made pursuant to this | 689 |
division, to be inaccurate or incomplete, all information | 690 |
necessary to maintain the accuracy and completeness of such | 691 |
filing. | 692 |
(B) For filings under this section, the secretary of state | 693 |
shall charge and collect the fee specified in division (T) of | 694 |
section 111.16 of the Revised Code, except for filings under | 695 |
division (A)(8) of this section pertaining solely to division | 696 |
(A)(6) of this section, for which the secretary of state shall | 697 |
charge and collect the fee specified in division (R) of section | 698 |
111.16 of the Revised Code. | 699 |
(C) All persons shall be given the opportunity to acquire | 700 |
knowledge of the contents of the trust instrument and other | 701 |
information filed in the office of the secretary of state, but no | 702 |
person dealing with a real estate investment trust shall be | 703 |
charged with constructive notice of the contents of any such | 704 |
instrument or information by reason of such filing. | 705 |
(D) A copy of a trust instrument or other information filed | 706 |
in the office of the secretary of state is prima-facie evidence of | 707 |
the existence of the instrument or other information and of its | 708 |
contents, and is conclusive evidence of the existence of such | 709 |
record. | 710 |
(E) The agent designated pursuant to division (A)(6) of this | 711 |
section shall be one of the following: | 712 |
(1) A natural person who is a resident of this state; | 713 |
(2) A domestic or foreign corporation, nonprofit corporation, | 714 |
limited liability company, partnership, limited partnership, | 715 |
limited liability partnership, limited partnership association, | 716 |
professional association, business trust, or unincorporated | 717 |
nonprofit association that has a business address in this state. | 718 |
If the agent is an entity other than a domestic corporation, the | 719 |
agent shall meet the requirements of Title XVII of the Revised | 720 |
Code for an entity of the agent's type to transact business or | 721 |
exercise privileges in this state. | 722 |
Sec. 1751.03. (A) Each application for a certificate of | 723 |
authority under this chapter shall be verified by an officer or | 724 |
authorized representative of the applicant, shall be in a format | 725 |
prescribed by the superintendent of insurance, and shall set forth | 726 |
or be accompanied by the following: | 727 |
(1) A certified copy of the applicant's articles of | 728 |
incorporation and all amendments to the articles of incorporation; | 729 |
(2) A copy of any regulations adopted for the government of | 730 |
the corporation, any bylaws, and any similar documents, and a copy | 731 |
of all amendments to these regulations, bylaws, and documents. The | 732 |
corporate secretary shall certify that these regulations, bylaws, | 733 |
documents, and amendments have been properly adopted or approved. | 734 |
(3) A list of the names, addresses, and official positions of | 735 |
the persons responsible for the conduct of the applicant, | 736 |
including all members of the board, the principal officers, and | 737 |
the person responsible for completing or filing financial | 738 |
statements with the department of insurance, accompanied by a | 739 |
completed original biographical affidavit and release of | 740 |
information for each of these persons on forms acceptable to the | 741 |
department; | 742 |
(4) A full and complete disclosure of the extent and nature | 743 |
of any contractual or other financial arrangement between the | 744 |
applicant and any provider or a person listed in division (A)(3) | 745 |
of this section, including, but not limited to, a full and | 746 |
complete disclosure of the financial interest held by any such | 747 |
provider or person in any health care facility, provider, or | 748 |
insurer that has entered into a financial relationship with the | 749 |
health insuring corporation; | 750 |
(5) A description of the applicant, its facilities, and its | 751 |
personnel, including, but not limited to, the location, hours of | 752 |
operation, and telephone numbers of all contracted facilities; | 753 |
(6) The applicant's projected annual enrollee population over | 754 |
a three-year period; | 755 |
(7) A clear and specific description of the health care plan | 756 |
or plans to be used by the applicant, including a description of | 757 |
the proposed providers, procedures for accessing care, and the | 758 |
form of all proposed and existing contracts relating to the | 759 |
administration, delivery, or financing of health care services; | 760 |
(8) A copy of each type of evidence of coverage and | 761 |
identification card or similar document to be issued to | 762 |
subscribers; | 763 |
(9) A copy of each type of individual or group policy, | 764 |
contract, or agreement to be used; | 765 |
(10) The schedule of the proposed contractual periodic | 766 |
prepayments or premium rates, or both, accompanied by appropriate | 767 |
supporting data; | 768 |
(11) A financial plan which provides a three-year projection | 769 |
of operating results, including the projected expenses, income, | 770 |
and sources of working capital; | 771 |
(12) The enrollee complaint procedure to be utilized as | 772 |
required under section 1751.19 of the Revised Code; | 773 |
(13) A description of the procedures and programs to be | 774 |
implemented on an ongoing basis to assure the quality of health | 775 |
care services delivered to enrollees, including, if applicable, a | 776 |
description of a quality assurance program complying with the | 777 |
requirements of sections 1751.73 to 1751.75 of the Revised Code; | 778 |
(14) A statement describing the geographic area or areas to | 779 |
be served, by county; | 780 |
(15) A copy of all solicitation documents; | 781 |
(16) A balance sheet and other financial statements showing | 782 |
the applicant's assets, liabilities, income, and other sources of | 783 |
financial support; | 784 |
(17) A description of the nature and extent of any | 785 |
reinsurance program to be implemented, and a demonstration that | 786 |
errors and omission insurance and, if appropriate, fidelity | 787 |
insurance, will be in place upon the applicant's receipt of a | 788 |
certificate of authority; | 789 |
(18) Copies of all proposed or in force related-party or | 790 |
intercompany agreements with an explanation of the financial | 791 |
impact of these agreements on the applicant. If the applicant | 792 |
intends to enter into a contract for managerial or administrative | 793 |
services, with either an affiliated or an unaffiliated person, the | 794 |
applicant shall provide a copy of the contract and a detailed | 795 |
description of the person to provide these services. The | 796 |
description shall include that person's experience in managing or | 797 |
administering health care plans, a copy of that person's most | 798 |
recent audited financial statement, and a completed biographical | 799 |
affidavit on a form acceptable to the superintendent for each of | 800 |
that person's principal officers and board members and for any | 801 |
additional employee to be directly involved in providing | 802 |
managerial or administrative services to the health insuring | 803 |
corporation. If the person to provide managerial or administrative | 804 |
services is affiliated with the health insuring corporation, the | 805 |
contract must provide for payment for services based on actual | 806 |
costs. | 807 |
(19) A statement from the applicant's board that the admitted | 808 |
assets of the applicant have not been and will not be pledged or | 809 |
hypothecated; | 810 |
(20) A statement from the applicant's board that the | 811 |
applicant will submit monthly financial statements during the | 812 |
first year of operations; | 813 |
(21) The name and address of the applicant's Ohio statutory | 814 |
agent for service of process, notice, or demand; | 815 |
(22) Copies of all documents the applicant filed with the | 816 |
secretary of state; | 817 |
(23) The location of those books and records of the applicant | 818 |
that must be maintained, which books and records shall be | 819 |
maintained in Ohio if the applicant is a domestic corporation, and | 820 |
which may be maintained either in the applicant's state of | 821 |
domicile or in Ohio if the applicant is a foreign corporation; | 822 |
(24) The applicant's federal identification number, corporate | 823 |
address, and mailing address; | 824 |
(25) An internal and external organizational chart; | 825 |
(26) A list of the assets representing the initial net worth | 826 |
of the applicant; | 827 |
(27) If the applicant has a parent company, the parent | 828 |
company's guaranty, on a form acceptable to the superintendent, | 829 |
that the applicant will maintain Ohio's minimum net worth. If no | 830 |
parent company exists, a statement regarding the availability of | 831 |
future funds if needed. | 832 |
(28) The names and addresses of the applicant's actuary and | 833 |
external auditors; | 834 |
(29) If the applicant is a foreign corporation, a copy of the | 835 |
most recent financial statements filed with the insurance | 836 |
regulatory agency in the applicant's state of domicile; | 837 |
(30) If the applicant is a foreign corporation, a statement | 838 |
from the insurance regulatory agency of the applicant's state of | 839 |
domicile stating that the regulatory agency has no objection to | 840 |
the applicant applying for an Ohio license and that the applicant | 841 |
is in good standing in the applicant's state of domicile; | 842 |
(31) Any other information that the superintendent may | 843 |
require; | 844 |
(32) Documentation acceptable to the superintendent of the | 845 |
bond or securities required by section 1751.271 of the Revised | 846 |
Code. | 847 |
(B)(1) A health insuring corporation, unless otherwise | 848 |
provided for in this chapter or in section 3901.321 of the Revised | 849 |
Code, shall file a timely notice with the superintendent | 850 |
describing any change to the corporation's articles of | 851 |
incorporation or regulations, or any major modification to its | 852 |
operations as set out in the information required by division (A) | 853 |
of this section that affects any of the following: | 854 |
(a) The solvency of the health insuring corporation; | 855 |
(b) The health insuring corporation's continued provision of | 856 |
services that it has contracted to provide; | 857 |
(c) The manner in which the health insuring corporation | 858 |
conducts its business. | 859 |
(2) If the change or modification is to be the result of an | 860 |
action to be taken by the health insuring corporation, the notice | 861 |
shall be filed with the superintendent prior to the health | 862 |
insuring corporation taking the action. The action shall be deemed | 863 |
approved if the superintendent does not disapprove it within sixty | 864 |
days of filing. | 865 |
(3) The filing of a notice pursuant to division (B)(1) or (2) | 866 |
of this section shall also serve as the submission of a notice | 867 |
when required for the superintendent's review for purposes of | 868 |
section 3901.341 of the Revised Code, if the notice contains all | 869 |
of the information that section 3901.341 of the Revised Code | 870 |
requires for such submissions and a copy of any written agreement. | 871 |
The filing of such a notice, for the purpose of satisfying this | 872 |
division and section 3901.341 of the Revised Code, shall be | 873 |
subject to the sixty-day review period of division (B)(2) of this | 874 |
section. | 875 |
(C)(1) No health insuring corporation shall expand its | 876 |
approved service area until a copy of the request for expansion, | 877 |
accompanied by documentation of the network of providers, forms of | 878 |
all proposed or existing provider contracts relating to the | 879 |
delivery of health care services, a schedule of proposed | 880 |
contractual periodic prepayments and premium rates for group | 881 |
contracts accompanied by appropriate supporting data, enrollment | 882 |
projections, plan of operation, and any other changes have been | 883 |
filed with the superintendent. | 884 |
(2) Within seventy-five days after the superintendent's | 885 |
receipt of a complete filing under division (C)(1) of this | 886 |
section, the superintendent shall determine whether the plan for | 887 |
expansion is lawful, fair, and reasonable. | 888 |
If the superintendent has not approved or disapproved all or | 889 |
a portion of a service area expansion within the seventy-five-day | 890 |
period, the filing shall be deemed approved. | 891 |
(3) Disapproval of all or a portion of the filing shall be | 892 |
effected by written notice, which shall state the grounds for the | 893 |
order of disapproval and shall be given in accordance with Chapter | 894 |
119. of the Revised Code. | 895 |
(D) The agent named under division (A)(21) of this section | 896 |
shall be one of the following: | 897 |
(1) A natural person who is a resident of this state; | 898 |
(2) A domestic or foreign corporation, nonprofit corporation, | 899 |
limited liability company, partnership, limited partnership, | 900 |
limited liability partnership, limited partnership association, | 901 |
professional association, business trust, or unincorporated | 902 |
nonprofit association that has a business address in this state. | 903 |
If the agent is an entity other than a domestic corporation, the | 904 |
agent shall meet the requirements of Title XVII of the Revised | 905 |
Code for an entity of the agent's type to transact business or | 906 |
exercise privileges in this state. | 907 |
Sec. 1776.07. (A) Any partnership that maintains an effective | 908 |
statement of partnership authority under section 1776.33 of the | 909 |
Revised Code shall maintain continuously in this state an agent | 910 |
for service of process on the partnership. The agent shall be | 911 |
912 |
(1) A natural person who is a resident of this state | 913 |
(2) A domestic
| 914 |
915 | |
corporation, limited liability company, partnership, limited | 916 |
partnership, limited liability partnership, limited partnership | 917 |
association, professional association, business trust, or | 918 |
unincorporated nonprofit association that has a business address | 919 |
in this state. If the agent is an entity other than a domestic | 920 |
corporation, the agent shall meet the requirements of Title XVII | 921 |
of the Revised Code for an entity of the agent's type to transact | 922 |
business or exercise privileges in this state. | 923 |
(B) The secretary of state shall not accept an original | 924 |
statement of partnership authority for filing unless the statement | 925 |
of partnership authority includes a written appointment of an | 926 |
agent as this section requires and a written acceptance of the | 927 |
appointment signed by the designated agent. | 928 |
(C) If an agent dies, resigns, or moves outside of this | 929 |
state, the partnership shall appoint forthwith another agent and | 930 |
file with the secretary of state an amendment to its statement of | 931 |
partnership authority appointing a new agent and including a | 932 |
written acceptance of the appointment that is signed by the | 933 |
designated agent. | 934 |
(D) If the address of an agent changes from that stated in | 935 |
the records of the secretary of state, the partnership forthwith | 936 |
shall file with the secretary of state an amendment to its | 937 |
statement of partnership authority setting forth the new address. | 938 |
(E) An agent may resign by filing a written and signed notice | 939 |
of resignation with the secretary of state on a form the secretary | 940 |
prescribes and mailing a copy of that notice to the partnership. | 941 |
The agent shall mail the copy of the notice to the partnership at | 942 |
the current or last known address of its principal office on or | 943 |
prior to the date that the agent files the notice with the | 944 |
secretary of state. The notice shall include the name of the | 945 |
partnership, the name and current address of the agent, the | 946 |
current or last known address, including the street and number or | 947 |
other particular description, of the partnership's principal | 948 |
office, a statement of the resignation of the agent, and a | 949 |
statement that a copy of the notice was provided to the | 950 |
partnership within the time and in the manner specified in this | 951 |
division. The resigning agent's authority terminates thirty days | 952 |
after filing the notice with the secretary of state. | 953 |
(F) A partnership may revoke the appointment of its agent by | 954 |
filing with the secretary of state an amendment to its statement | 955 |
of partnership authority indicating that the appointment of the | 956 |
former agent is revoked and that a new agent is appointed. A | 957 |
written acceptance signed by the new designated agent shall | 958 |
accompany the filing. | 959 |
(G)(1) Any legal process, notice, or demand required or | 960 |
permitted by law to be served upon a partnership with an effective | 961 |
statement of partnership authority may be served upon the | 962 |
partnership as follows: | 963 |
(a) If its agent is | 964 |
delivering a copy of the process, notice, or demand to the agent; | 965 |
(b) If its agent is not a | 966 |
delivering a copy of the process, notice, or demand to the address | 967 |
of the agent in this state as contained in the records of the | 968 |
secretary of state. | 969 |
(2)(a) If its agent cannot be found or no longer has the | 970 |
address stated in the records of the secretary of state or the | 971 |
partnership has failed to maintain an agent as this section | 972 |
requires, and the party, agent, or representative that desires | 973 |
service files with the secretary of state an affidavit stating | 974 |
that one of those circumstances exists and the most recent address | 975 |
of the partnership ascertained after a diligent search, then | 976 |
service upon the secretary of state as the agent of the | 977 |
partnership may be initiated by delivering to the secretary of | 978 |
state four copies of the process, notice, or demand accompanied by | 979 |
a fee of not less than five and not more than seven dollars, as | 980 |
determined by the secretary of state. | 981 |
(b) The secretary of state forthwith shall give notice of | 982 |
that delivery to the partnership at either its principal office as | 983 |
shown upon the secretary of state's records or at any different | 984 |
address specified in the affidavit of the party desiring service | 985 |
and shall forward to the partnership at either address by | 986 |
certified mail, return receipt requested, a copy of the process, | 987 |
notice, or demand. | 988 |
(c) Service upon the partnership is made when the secretary | 989 |
of state gives the notice and forwards the process, notice, or | 990 |
demand as set forth in division (G)(2) of this section. | 991 |
(H) The secretary of state shall keep a record of each | 992 |
process, notice, and demand that pertains to a partnership and | 993 |
that is delivered to the secretary of state's office under this | 994 |
section or another law of this state that authorizes service upon | 995 |
the secretary of state in connection with a partnership. In that | 996 |
record, the secretary shall record the time of each delivery of | 997 |
that type and the secretary's subsequent action with respect to | 998 |
the process, notice, or demand. | 999 |
(I) Nothing in this section limits or affects the right to | 1000 |
serve process in any other manner now or hereafter provided by | 1001 |
law. This section is an extension of, and not a limitation upon, | 1002 |
the right otherwise existing of service of legal process. | 1003 |
Sec. 1776.86. (A) A foreign limited liability partnership | 1004 |
shall file a statement of foreign qualification with the secretary | 1005 |
of state prior to transacting any business in this state. The | 1006 |
statement shall contain all of the following: | 1007 |
(1) The name of the foreign limited liability partnership. | 1008 |
The name shall satisfy the requirements of the state or other | 1009 |
jurisdiction under whose law it is formed and shall end with | 1010 |
"registered limited liability partnership," "limited liability | 1011 |
partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." | 1012 |
(2) The street address of the partnership's chief executive | 1013 |
office and, if the partnership's chief executive office is not in | 1014 |
this state, the street address of any partnership office in this | 1015 |
state; | 1016 |
(3) If there is no office of the partnership in this state, | 1017 |
the name and street address of the partnership's agent for service | 1018 |
of process; | 1019 |
(4) Any deferred effective date; | 1020 |
(5) Evidence of existence in its jurisdiction of origin. | 1021 |
(B) The agent of a foreign limited liability partnership for | 1022 |
service of process shall be | 1023 |
(1) A natural person who is a resident of this state | 1024 |
1025 |
(2) A domestic or foreign corporation, nonprofit corporation, | 1026 |
limited liability company, partnership, limited partnership, | 1027 |
limited liability partnership, limited partnership association, | 1028 |
professional association, business trust, or unincorporated | 1029 |
nonprofit association that has a business address in this state. | 1030 |
If the agent is an entity other than a domestic corporation, the | 1031 |
agent shall meet the requirements of Title XVII of the Revised | 1032 |
Code for an entity of the agent's type to transact business or | 1033 |
exercise privileges in this state. | 1034 |
(C) The status of a partnership as a foreign limited | 1035 |
liability partnership is effective on the later of the filing of | 1036 |
the statement of foreign qualification or a date specified in the | 1037 |
statement. The status remains effective, regardless of changes in | 1038 |
the partnership, until it is canceled pursuant to division (D) of | 1039 |
section 1776.05 of the Revised Code or revoked pursuant to section | 1040 |
1776.83 of the Revised Code. | 1041 |
(D) An amendment or cancellation of a statement of foreign | 1042 |
qualification is effective when it is filed or on a deferred | 1043 |
effective date specified in the amendment or cancellation. | 1044 |
Sec. 1782.04. (A) Each limited partnership shall maintain | 1045 |
continuously in this state an agent for service of process on the | 1046 |
limited partnership. The agent shall be | 1047 |
(1) A
natural person who is a resident of this state | 1048 |
(2) A domestic
| 1049 |
1050 | |
limited liability company, partnership, limited partnership, | 1051 |
limited liability partnership, limited partnership association, | 1052 |
professional association, business trust, or unincorporated | 1053 |
nonprofit association that has a business address in this state. | 1054 |
If the agent is an entity other than a domestic corporation, the | 1055 |
agent shall meet the requirements of Title XVII of the Revised | 1056 |
Code for an entity of the agent's type to transact business or | 1057 |
exercise privileges in this state. | 1058 |
(B) The secretary of state shall not accept a certificate of | 1059 |
limited partnership for filing unless there is filed with the | 1060 |
certificate a written appointment of an agent that is signed by | 1061 |
the general partners of the limited partnership and a written | 1062 |
acceptance of the appointment that is signed by the agent, or | 1063 |
unless there is filed a written appointment of an agent that is | 1064 |
signed by any authorized officer of the limited partnership and a | 1065 |
written acceptance of the appointment that is either the original | 1066 |
acceptance signed by the agent or a photocopy, facsimile, or | 1067 |
similar reproduction of the original acceptance signed by the | 1068 |
agent. | 1069 |
In the discretion of the secretary of state, an original | 1070 |
appointment of statutory agent may be submitted on the same form | 1071 |
as the certificate of limited partnership but shall not be | 1072 |
considered a part of the certificate. | 1073 |
(C) The written appointment of an agent shall set forth the | 1074 |
name and address in this state of the agent, including the street | 1075 |
and number or other particular description, and shall otherwise be | 1076 |
in the form the secretary of state prescribes. The secretary of | 1077 |
state shall keep a record of the names of limited partnerships, | 1078 |
and the names and addresses of their respective agents. | 1079 |
(D) If any agent dies, removes from the state, or resigns, | 1080 |
the limited partnership shall forthwith appoint another agent and | 1081 |
file with the secretary of state, on a form prescribed by the | 1082 |
secretary of state, a written appointment of the new agent. | 1083 |
(E) If the agent changes the agent's address from that | 1084 |
appearing upon the record in the office of the secretary of state, | 1085 |
the limited partnership or the agent forthwith shall file with the | 1086 |
secretary of state, on a form prescribed by the secretary of | 1087 |
state, a written statement setting forth the new address. | 1088 |
(F) An agent may resign by filing with the secretary of | 1089 |
state, on a form prescribed by the secretary of state, a written | 1090 |
notice to that effect that is signed by the agent and by sending a | 1091 |
copy of the notice to the limited partnership at its current or | 1092 |
last known address or its principal office on or prior to the date | 1093 |
the notice is filed with the secretary of state. The notice shall | 1094 |
set forth the name of the limited partnership, the name and | 1095 |
current address of the agent, the current or last known address, | 1096 |
including the street and number or other particular description, | 1097 |
of the limited partnership's principal office, the resignation of | 1098 |
the agent, and a statement that a copy of the notice has been sent | 1099 |
to the limited partnership within the time and in the manner | 1100 |
prescribed by this division. Upon the expiration of thirty days | 1101 |
after the filing, the authority of the agent shall terminate. | 1102 |
(G) A limited partnership may revoke the appointment of an | 1103 |
agent by filing with the secretary of state, on a form prescribed | 1104 |
by the secretary of state, a written appointment of another agent | 1105 |
and a statement that the appointment of the former agent is | 1106 |
revoked. | 1107 |
(H) Except when an original appointment of an agent is filed | 1108 |
with the certificate of limited partnership, a written appointment | 1109 |
of an agent or a written statement filed by a limited partnership | 1110 |
with the secretary of state shall be signed by any authorized | 1111 |
officer of the limited partnership, or the general partners of the | 1112 |
limited partnership, or a majority of them. | 1113 |
Sec. 1782.49. Before transacting business in this state, a | 1114 |
foreign limited partnership shall register with the secretary of | 1115 |
state. In order to register, a foreign limited partnership shall | 1116 |
submit to the secretary of state an application for registration | 1117 |
as a foreign limited partnership. The application shall be on a | 1118 |
form prescribed by the secretary of state, shall be signed by a | 1119 |
general partner, and shall set forth all of the following: | 1120 |
(A) The name of the foreign limited partnership; | 1121 |
(B) The state and date of its formation; | 1122 |
(C) The name and address of | 1123 |
process on the foreign limited partnership, whom the foreign | 1124 |
limited partnership | 1125 |
1126 |
(1) A natural person who is a resident of this state | 1127 |
(2) A domestic
| 1128 |
1129 | |
limited liability company, partnership, limited partnership, | 1130 |
limited liability partnership, limited partnership association, | 1131 |
professional association, business trust, or unincorporated | 1132 |
nonprofit association that has a business address in this state. | 1133 |
If the agent is an entity other than a domestic corporation, the | 1134 |
agent shall meet the requirements of Title XVII of the Revised | 1135 |
Code for an entity of the agent's type to transact business or | 1136 |
exercise privileges in | 1137 |
(D) A statement that the secretary of state is appointed the | 1138 |
agent of the foreign limited partnership for service of process if | 1139 |
an agent has not been appointed under division (C) of this | 1140 |
section, or, if an agent is appointed, the agent's authority has | 1141 |
been revoked or the agent is not found or served after the | 1142 |
exercise of reasonable diligence; | 1143 |
(E) The address of the office required to be maintained in | 1144 |
the state of its organization by the laws of that state or, if not | 1145 |
so required, of the principal office of the foreign limited | 1146 |
partnership; | 1147 |
(F) The names and business or residence addresses of the | 1148 |
general partners; | 1149 |
(G) The address of the office at which is kept a list of the | 1150 |
names and business or residence addresses of the limited partners | 1151 |
and their capital contributions, together with an undertaking by | 1152 |
the foreign limited partnership to keep those records until the | 1153 |
registration of the foreign limited partnership in this state is | 1154 |
canceled or withdrawn. | 1155 |
Section 2. That existing sections 1701.07, 1702.06, | 1156 |
1703.041, 1705.06, 1705.54, 1729.06, 1733.06, 1745.13, 1746.04, | 1157 |
1747.03, 1751.03, 1776.07, 1776.86, 1782.04, and 1782.49 of the | 1158 |
Revised Code are hereby repealed. | 1159 |