Ohio § 1701.30

§ 1701.30.

(A) Every corporation shall have and shall carry upon its books a stated capital for

each class of outstanding shares with par value and for each class of outstanding

shares having preference in the event of the involuntary liquidation of the corporation.  Every corporation may have and, if it does have, shall carry upon its books a stated

capital for any other class of outstanding shares.  The stated capital of each outstanding share with par value shall be not less than

its par value.  The stated capital of the corporation shall be the aggregate stated capital of all

classes of outstanding shares.  If a particular class has stated capital, the stated capital of every share of that

class outstanding at a particular time shall be identical. (B) Subject to division (A) of this section: (1) The stated capital of shares with stated capital that are issued or disposed of otherwise

than upon conversion, change, exchange, merger, consolidation, or reorganization is

the amount of consideration for such shares, unless prior to the execution and delivery

of the certificates for such shares, the incorporators, directors, or shareholders,

as the case may be, who fix the consideration or otherwise determine the value of

any consideration for such shares, specify, in a manner not inconsistent with this

section, the portion of the consideration that constitutes stated capital, whereupon

any excess over such portion (except to the extent entered on the books of a transferee

corporation as earned surplus in the manner provided in division (H)(3) of section 1701.32 of the Revised Code upon a combination) is capital surplus;  except that in the case of shares having

preference in the event of involuntary liquidation of the corporation, the portion

of the consideration that constitutes stated capital shall be not less than the lesser

of the entire consideration for such shares or the amount of such preference. (2) Unless the express terms of convertible shares provide that upon the exercise of

conversion rights the stated capital of the corporation shall be determined otherwise

than as provided in this section and in a manner not inconsistent with this section,

the stated capital, if any, of the shares issued upon the exercise of such conversion

rights shall be the stated capital, if any, of the convertible shares so converted. (3) Unless the terms of convertible obligations provide that upon the exercise of conversion

rights the stated capital, if any, of the corporation shall be determined otherwise

than as provided in this section and in a manner not inconsistent with this section,

the stated capital, if any, of the shares issued upon the exercise of such conversion

rights shall be an amount equal to the principal amount of the convertible obligations

so converted. (4) Unless the amendment to the articles that effects any change in outstanding shares

provides that upon such change the stated capital of the corporation shall be created,

increased, reduced, or eliminated in a manner not inconsistent with this section,

the stated capital, if any, of the shares issued upon such change shall be the stated

capital, if any, of the shares so changed. (5) Unless the terms of an exchange of shares provide that upon such exchange the stated

capital of the corporation shall be created, increased, reduced, or eliminated in

a manner not inconsistent with this section, the stated capital, if any, of the shares

issued upon such exchange shall be the stated capital, if any, of the shares so exchanged. (6) The stated capital, if any, of each class of shares to be outstanding at the time

a merger, consolidation, or reorganization becomes effective shall be the amount set

forth or provided for, in a manner not inconsistent with this section, in the agreement

of merger, agreement of consolidation, or plan of reorganization. (C) The stated capital of a class of outstanding shares with or without par value may

be created or increased by a transfer from any surplus however created to stated capital

by order of the directors for the purpose of creating or increasing such stated capital

or upon payment of dividends or distributions in shares of such class, and may be

reduced or eliminated in any way provided for in section 1701.31 of the Revised Code . (D) When a corporation having outstanding shares of more than one class has a stated

capital applicable to two or more of the classes and the amount of stated capital

of a particular class cannot otherwise be readily determined, the directors of the

corporation may make such determination, subject to division (A) of this section.