Ohio § 1701.07

§ 1701.07.

(A) Every corporation shall have and maintain an agent, sometimes referred to as the

“statutory agent,” upon whom any process, notice, or demand required or permitted

by statute to be served upon a corporation may be served.  The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company,

partnership, limited partnership, limited liability partnership, limited partnership

association, professional association, business trust, or unincorporated nonprofit

association that has a business address in this state.  If the agent is an entity other than a domestic corporation, the agent shall meet

the requirements of Title XVII of the Revised Code for an entity of the agent's type

to transact business or exercise privileges in this state. (B) The secretary of state shall not accept original articles for filing unless there

is filed with the articles a written appointment of an agent that is signed by the

incorporators of the corporation or a majority of them and a written acceptance of

the appointment that is signed by the agent.  In all other cases, the corporation shall appoint the agent and shall file in the

office of the secretary of state a written appointment of the agent that is signed

by any authorized officer of the corporation and a written acceptance of the appointment

that is either the original acceptance signed by the agent or a photocopy, facsimile,

or similar reproduction of the original acceptance signed by the agent. (C)(1) The written appointment of an agent shall set forth the name and address in this

state of the agent, including the street and number of the agent's primary residence

in this state or, if the agent is not a natural person, the agent's usual place of

business in this state, and shall otherwise be in such form as the secretary of state

prescribes.  The secretary of state shall keep a record of the names of corporations, and the

names and addresses of their respective agents. (2) As used in division (C)(1) of this section, “ usual place of business ” means a place in this state that is customarily open during normal business hours

and where an individual is generally present who is authorized to perform the services

of a registered agent, including accepting service of process and other notifications

for the person serving as a statutory agent.  “Usual place of business” does not include a post office box, regardless of whether

that post office box has an associated street address. (D) If any agent dies, removes from the state, or resigns, the corporation shall forthwith

appoint another agent and file with the secretary of state, on a form prescribed by

the secretary of state, a written appointment of the agent. (E) If the agent changes the agent's address from that appearing upon the record in the

office of the secretary of state, the corporation or the agent shall forthwith file

with the secretary of state, on a form prescribed by the secretary of state, a written

statement setting forth the new address. (F) An agent may resign by filing with the secretary of state, on a form prescribed by

the secretary of state, a written notice to that effect that is signed by the agent

and by sending a copy of the notice to the corporation at the current or last known

address of its principal office on or prior to the date the notice is filed with the

secretary of state.  The notice shall set forth the name of the corporation, the name and current address

of the agent, the current or last known address, including the street and number or

other particular description, of the corporation's principal office, the resignation

of the agent, and a statement that a copy of the notice has been sent to the corporation

within the time and in the manner prescribed by this division.  Upon the expiration of thirty days after the filing, the authority of the agent

shall terminate. (G) A corporation may revoke the appointment of an agent by filing with the secretary

of state, on a form prescribed by the secretary of state, a written appointment of

another agent and a statement that the appointment of the former agent is revoked. (H) Any process, notice, or demand required or permitted by statute to be served upon

a corporation may be served upon the corporation by delivering a copy of it to its

agent, if a natural person, or by delivering a copy of it at the address of its agent

in this state, as the address appears upon the record in the office of the secretary

of state.  If (1) the agent cannot be found, or (2) the agent no longer has that address, or

(3) the corporation has failed to maintain an agent as required by this section, and

if in any such case the party desiring that the process, notice, or demand be served,

or the agent or representative of the party, shall have filed with the secretary of

state an affidavit stating that one of the foregoing conditions exists and stating

the most recent address of the corporation that the party after diligent search has

been able to ascertain, then service of process, notice, or demand upon the secretary

of state, as the agent of the corporation, may be initiated by delivering to the secretary

of state or at the secretary of state's office quadruplicate copies of such process,

notice, or demand and by paying to the secretary of state a fee of five dollars.  The secretary of state shall forthwith give notice of the delivery to the corporation

at its principal office as shown upon the record in the secretary of state's office

and at any different address shown on its last franchise tax report filed in this

state, or to the corporation at any different address set forth in the above mentioned

affidavit, and shall forward to the corporation at said addresses, by certified mail,

with request for return receipt, a copy of the process, notice, or demand;  and thereupon

service upon the corporation shall be deemed to have been made. (I) The secretary of state shall keep a record of each process, notice, and demand delivered

to the secretary of state or at the secretary of state's office under this section

or any other law of this state that authorizes service upon the secretary of state,

and shall record the time of the delivery and the action thereafter with respect thereto. (J) This section does not limit or affect the right to serve any process, notice, or

demand upon a corporation in any other manner permitted by law. (K) Except when an original appointment of an agent is filed with the original articles,

a written appointment of an agent or a written statement filed by a corporation with

the secretary of state shall be signed by any authorized officer of the corporation

or by the incorporators of the corporation or a majority of them if no directors have

been elected. (L) For filing a written appointment of an agent other than one filed with original articles,

and for filing a statement of change of address of an agent, the secretary of state

shall charge and collect the fee specified in division (R) of section 111.16 of the Revised Code . (M) Upon the failure of a corporation to appoint another agent or to file a statement

of change of address of an agent, the secretary of state shall give notice thereof

by ordinary or electronic mail to the corporation at the electronic mail address provided

to the secretary of state, or at the address set forth in the notice of resignation

or on the last franchise tax return filed in this state by the corporation.  Unless the default is cured within thirty days after the mailing by the secretary

of state of the notice or within any further period of time that the secretary of

state grants, upon the expiration of that period of time from the date of the mailing,

the articles of the corporation shall be canceled without further notice or action

by the secretary of state.  The secretary of state shall make a notation of the cancellation on the secretary

of state's records. A corporation whose articles have been canceled may be reinstated by filing, within

two years of the cancellation, on a form prescribed by the secretary of state, an

application for reinstatement and the required appointment of agent or required statement,

and by paying the filing fee specified in division (Q) of section 111.16 of the Revised Code .  The rights, privileges, and franchises of a corporation whose articles have been

reinstated are subject to section 1701.922 of the Revised Code .  The secretary of state shall furnish the tax commissioner a monthly list of all

corporations canceled and reinstated under this division. (N) This section does not apply to banks, trust companies, insurance companies, or any

corporation defined under the laws of this state as a public utility for taxation

purposes.