Ohio § 1701.33

§ 1701.33.

The directors may declare dividends and distributions on outstanding shares of the

corporation, subject to the following provisions: (A) A dividend or distribution may be paid in cash, property, or shares of the corporation.  The dividend or distribution shall not exceed the combination of the surplus of

the corporation and the difference between the following: (1) The reduction in surplus that results from the immediate recognition of the transition

obligation under statement of financial accounting standards no. 106 (SFAS no. 106),

issued by the financial accounting standards board; (2) The aggregate amount of the transition obligation that would have been recognized

as of the date of the declaration of a dividend or distribution if the corporation

had elected to amortize its recognition of the transition obligation under statement

of financial accounting standards no. 106. (B) A dividend or distribution may be paid in treasury shares or in authorized but unissued

shares.  If paid in shares with par value, there shall be transferred from any surplus, however

created, to stated capital, the amount, if any, that is necessary in order that the

stated capital represented by the outstanding shares with par value, after giving

effect to the dividend or distribution, will be equal to the aggregate par value of

the shares, or, if the directors so determine, a greater amount shall be so transferred.  If paid in shares without par value, there shall be transferred from any surplus,

however created, to stated capital, only the amount, if any, that the directors determine. (C) No dividend or distribution shall be paid to the holders of shares of any class in

violation of the rights of the holders of shares of any other class, or when the corporation

is insolvent or there is reasonable ground to believe that by such payment it would

be rendered insolvent. (D) No dividend or distribution on shares of any class shall be paid in shares of another

class if any of the authorized shares of the latter class are already outstanding,

unless either the articles so provide or the payment is authorized by the affirmative

vote of the holders of at least two-thirds of the shares of the class in which payment

is to be made. (E) If the articles of a corporation engaged in whole or in part in the exploitation

of mines, timber, oil wells, gas wells, quarries, or other natural resources so provide,

the corporation may compute its surplus for the purpose of paying dividends and distributions

without making any deduction or allowance for the depletion of such assets incidental

to the exploitation and sale of them. (F) When any portion of a dividend or distribution is paid out of capital surplus, the

corporation, at the time of paying the dividend or distribution, shall notify the

shareholders receiving the dividend or distribution as to the kind of surplus out

of which the dividend or distribution is paid. (G) When a dividend or distribution is to be paid in authorized but unissued shares of

the corporation, the directors may provide that the dividend or distribution shall

also be paid on treasury shares of the same class. (H) The effect of a dividend or distribution is measured as of the date the dividend

or distribution is authorized if the payment occurs one hundred twenty days or less

after the date of authorization or as of the date the payment is made if it occurs

more than one hundred twenty days after the date of authorization.  If a corporation pays a dividend or distribution by delivering an obligation or

other evidence of indebtedness, the date of the delivery is the date upon which the

effect of the dividend or distribution is measured. (I) A corporation's indebtedness to a shareholder incurred by reason of a dividend or

distribution made in accordance with this section is at parity with the corporation's

indebtedness to its general, unsecured creditors, except to the extent subordinated

by agreement.