• People
• Paper
• Act

• Execute and File the articles of Incorporation
• Appoint statutory agent

May call a shareholder meeting

They are a contract between the corporation and the shareholders.

May also be a contract between the corporation and the state.

Corporate Name

Place of principal office (Must be in Ohio)

Information about stock

-Authorized stock

-# of shares per class

- Information on par value, voting rights, and preferences of each class

Initial stated capital

Must be distinguishable from others authorized to do business in Ohio.

Must end in 'magic words' - Corp., Inc., or Co.

Perpetual existence is presumed

REMEMBER

Ohio does not require a statement of duration

"Engage in all lawful activity, after first obtaining necessary state agency approval"

REMEMBER

Ohio does not require a statement of purpose

1) The contract is still valid

2) Shareholders can seek an injunction

3) Responsible officers and directors are liable to the corporation for ultra vires lawsuits.

• File articles w/ Ohio Secretary of State

• Written appointment of statutory agent

• Pay Filing Fee

When the secretary of state accepts the articles for filing (even if something is technically wrong with the articles)

Meeting of shareholders is held where directors are elected and initial regulations are adopted.

• There is a relevant incorporation statute

• The parties made a good faith, colorable attempt to comply with it;  AND

• Some exercise of corporate privileges 

PARTIES MUST BE UNAWARE OF FAILURE TO FORM DE JURE CORPORATION

The articles of incorporation

(Regs are merely internal)

When the corporation adopts the contract.

Express - Board of director action adopting the contract

Implied - If the corporation accepts a benefit of the contract

Adoption makes the corporation liable too, but does not relieve the promoter.

Adoption does not equal novation.

• Get a license from the Secretary of State

{Apply by giving information from articles and a statement of good standing from home state}

• Appoint a designate agent in Ohio for service of process

• Must pay prescribed fees

• People
• Money (cash of equivalant)
• Property of any description
• Services ALREADY performed

• Promissory Notes
• Future Services
• Act

• People
• If one shareholder - at least one
• If two shareholders - at least two
• If three shareholders - at least three

• People
• 1) Unanimous written consent to act without a meeting
• 2) A meeting that satisfies quorum and voting requirements

• People
• Fill a board vacancy
• Amend regulations

• People
• it was fair to the corporation when entered
• Their interest and the relevant facts were disclosed or known and the deal was approved by either a majority of the disinterested directors OR a majority of the disinterested shares

• People
• Something the company has an interest or expectancy in OR
• Something in the company's general business line

• People
• Must tell the board
• Wait for the board to reject the opportunity
• Vote in favor of having the corporation accept it

• People
• In writing in the corporate records
• 1) In the minutes
• 2) In writing to the corporate secretary at the meeting
• In writing to the corporate secretary w/in a reasonable time after the meeting

• People
• Put it in the articles
• Put it in the regulations
• Written agreement put in the corporate minutes

• The shareholder must have abused the privilege of incorporating
• AND fairness must require holding them liable

• Stock Ownership
• Shareholder must represent the interests of the shareholders
• Must make written demand that directors bring a suit (Unless demand would be futile)

• A writing
• Signed by the record shareholder
• directed to the secretary of the corporation
• authorizing another to vote the shares

• Written trust agreement controlling how the shares will be voted
• Copy to corporation
• Transfer legal title of shares to voting trustee
• original shareholders receive trust certificates and retain all shareholder rights except for voting and except for inspection of corporate records

• By the board or chairperson
• the president
• the holders of at least 25 percent of voting shares
• some else as provised in the articles or regulations

• 7 to 60 days before the meeting
• When
• Where
• Why (you can't do anything else at the meeting)

• Express - in writing and signed any time
• Implied - attend the meeting w/o objection at the outset

• Common
• Preferred (Pay First)
• Participating (Pay again)
• Cumulative (add them up)

• Earned surplus
• Stated Capital
• Earned capital

• Board of directors action and notice to shareholders
• 2/3rds shares approval
• If approved, amended articles filed with Sec. of State

• Approval by 2/3rds of the shares entitled to vote
• Board of directors action if severe financial trouble
• File certificate of dissolution and give notice to creditors

• Court order in quo warranto action
• Common pleas in the county of the principal office

• Gather all assets
• Covert to cash
• Pay creditors
• Distribute remainder to shareholders