Ohio § 1701.591

§ 1701.591.

(A) In order to qualify as a close corporation agreement under this section, the agreement

shall meet the following requirements: (1) Every person who is a shareholder of the corporation at the time of the agreement's

adoption, whether or not entitled to vote, shall have assented to the agreement in

writing; (2) The agreement shall be set forth in the articles, the regulations, or another written

instrument; (3) The agreement shall include a statement that it is to be governed by this section. (B) A close corporation agreement that is not set forth in the articles or the regulations

shall be entered in the record of minutes of the proceedings of the shareholders of

the corporation and shall be subject to the provisions of division (C) of section 1701.92 of the Revised Code . (C) Irrespective of any other provisions of this chapter, but subject to division (D)(2)

of this section, a close corporation agreement may contain provisions, which shall

be binding on the corporation and all of its shareholders, regulating any aspect of

the internal affairs of the corporation or the relations of the shareholders among

themselves, including the following: (1) Regulation of the management of the business and affairs of the corporation; (2) The right of one or more shareholders to dissolve the corporation at will or on the

occurrence of a specified event or contingency; (3) The obligation to vote the shares of a person as specified, or voting requirements,

including the requirement of the affirmative vote or approval of all shareholders

or of all directors, which voting requirements need not appear in the articles unless

the close corporation agreement is set forth in the articles; (4) The designation of the persons who shall be the officers or directors of the corporation; (5) The authority of any individual who holds more than one office of the corporation

to execute, acknowledge, or certify in more than one capacity any instrument required

to be executed, acknowledged, or certified by the holders of two or more offices; (6) The terms and conditions of employment of an officer or employee of the corporation

without regard to the period of employment; (7) The declaration and payment of dividends or distributions or the division of profits; (8) Elimination of the board of directors, restrictions upon the exercise by directors

of their authority, or delegation to one or more shareholders or other persons of

all or part of the authority of the directors; (9) Conferring on any shareholder or agent of a shareholder the absolute right, without

the necessity of stating any purpose, to examine and copy during usual business hours

any of the corporation's records or documents to which reference is made in section 1701.37 of the Revised Code ; (10) Prohibition of or limitation upon the issuance or sale by the corporation of any

of its shares, including treasury shares, without the affirmative vote or approval

of the holders of all or a proportion of the outstanding shares or unless other specified

terms and conditions are met; (11) Arbitration of issues on which the shareholders are deadlocked in voting power or

on which the directors or other parties managing the corporation are deadlocked; (12) Dispensing with the annual meeting of shareholders unless a shareholder, by written

notice to the president or secretary either by personal delivery or by mail within

thirty days after the end of the most recent fiscal year of the corporation, requests

that the meeting be held. (D) Except as may be necessary to give effect to divisions (C)(3), (5), (8), (9), and

(12) and division (I) of this section, any provision of a close corporation agreement

that does either of the following shall be invalid: (1) Eliminates the filing with the secretary of state of any document required under

this chapter or changes the required form or content of the document; (2) Waives or alters the effect of any of the provisions of section 1701.03 , 1701.18 , 1701.24 , 1701.25 , 1701.30 , 1701.31 , 1701.32 , 1701.33 , 1701.35 , 1701.37 , 1701.38 , 1701.39 , 1701.591 , 1701.91 , 1701.93 , 1701.94 , 1701.95 , or the first sentence of section 1701.64 of the Revised Code . Unless otherwise provided in the close corporation agreement, the invalidity of a

provision pursuant to this division does not affect the validity of the remainder

of the agreement. Any certificate that is required to be filed with the secretary of state with respect

to the authorization or taking of any action pursuant to a close corporation agreement

that would not be permitted under this chapter in the absence of division (C) of this

section shall recite the existence of a close corporation agreement that authorizes

the action. (E)(1) Except as provided in division (E)(2) of this section, a close corporation agreement

may be amended or terminated by the affirmative vote or written consent of the holders,

then parties to the close corporation agreement, of all of the outstanding shares

of each class or, as may be provided by the close corporation agreement, of the holders,

then parties to the close corporation agreement, of a proportion of not less than

four-fifths of the outstanding shares of each class.  If a close corporation agreement is amended or terminated by the written consent

of the holders of fewer than all of the shares, the secretary of the corporation shall

mail a copy of the amendment or a notice of the termination to each shareholder who

did not so consent.  If a close corporation agreement set forth in the articles is amended, the amendment

shall not be effective unless it is filed as an amendment to the articles pursuant

to section 1701.73 of the Revised Code .  No corporation with respect to which a close corporation agreement is in effect

shall cause to occur any of the actions described in division (I)(1)(a), (b), or (c)

of this section unless the action has been authorized by the affirmative vote or written

consent of the holders, then parties to the close corporation agreement, of that proportion

of shares of each class that is required to terminate the close corporation agreement. (2) A close corporation agreement that was in existence on December 31, 1993, and that

did not specify on that date and that has not specified since that date the proportion

of shares required to amend or terminate the close corporation agreement may be amended

or terminated by the affirmative vote or written consent of the holders, then parties

to the close corporation agreement, of four-fifths of the outstanding shares of each

class. (F) No close corporation agreement is invalid among the parties or in respect of the

corporation on any of the following grounds: (1) The agreement is an attempt to treat the corporation as if it were a partnership

or to arrange the relationship of the parties in a manner that would be appropriate

only among partners; (2) The agreement provides for the conduct of the affairs of a corporation or relations

among shareholders in any manner that would be inappropriate or unlawful under provisions

of this chapter other than those set forth in division (D)(2) of this section or under

other applicable law; (3) The agreement interferes with the authority or discretion of the directors; (4) The agreement has not been filed with the minutes as required by division (B) of

this section. (G) If a close corporation agreement provides that there shall be no board of directors,

both of the following apply: (1) The shareholders, for the purposes of any statute or rule of law relating to corporations,

are deemed to be the directors and to have all of the liabilities, immunities, defenses,

and indemnifications of directors with respect to any action or inaction of the corporation,

except that any shareholder who is not permitted by the articles, the regulations,

or the close corporation agreement to vote on or assent to an action or assent to

an inaction shall not be liable as a director with respect to the action or inaction. (2) Except to the extent that the voting rights of the shares of a class are increased,

limited, or denied by the articles, the regulations, or the close corporation agreement,

each outstanding share regardless of class shall entitle its holder to one vote on

each matter, including any matter normally voted on by directors, that is properly

submitted to the shareholders for their vote, consent, waiver, release, or other action. (H) The existence of a close corporation agreement shall be noted conspicuously on the

face or the back of every certificate for shares of the corporation and a purchaser

or transferee of shares represented by a certificate on which such a notation so appears

shall be conclusively considered to have taken delivery with notice of the close corporation

agreement.  Any transferee of shares by gift, bequest, or inheritance and any purchaser or transferee

of shares with knowledge or notice of a close corporation agreement is bound by the

agreement and shall be considered to be a party to the agreement. (I)(1) A close corporation agreement becomes invalid under any of the following circumstances: (a) Shares of the corporation are listed on a national securities exchange. (b) Shares of the corporation are registered under section 12(g) of the “Securities Exchange

Act of 1934,” 48 Stat. 892, 15 U.S.C. 781 , as amended. (c) Shares of the corporation have been included in a registration statement that has

become effective pursuant to the “Securities Act of 1933,” 84 Stat. 74, 15 U.S.C. 77a - 77aa , and the corporation is required to file periodic reports and information pursuant

to section 15(d) of the “Securities Exchange Act of 1934,” 48 Stat. 892, 15 U.S.C. 77m , as amended. (d) Shares of the corporation are transferred or issued to a person who takes delivery

of the certificate for the shares other than by gift, bequest, or inheritance and

without knowledge or notice of the close corporation agreement;  that person delivers

to the corporation a written rejection of the close corporation agreement within ninety

days after the date on which that person first received notice of the existence of

the close corporation agreement or within three years of the date of transfer or issuance,

whichever is earlier;  and the corporation does not offer in writing, within thirty

days after the date on which the corporation received the written rejection, to purchase

the shares from that person for the full amount paid for the shares, or, having made

an offer to purchase the shares for that amount, the corporation, upon that person's

acceptance of the offer, does not purchase the shares in accordance with division

(I)(3) of this section. (2) A close corporation agreement does not become invalid and the person to whom the

shares are transferred or issued is not entitled to any payment from the corporation

pursuant to division (I)(3) of this section if both of the following apply: (a) Shares of the corporation are transferred or issued to a person who takes delivery

of the certificate for the shares other than by gift, bequest, or inheritance and

without knowledge or notice of the close corporation agreement; (b) That person does either of the following: (i) Fails to deliver a written rejection of the close corporation agreement to the corporation

within ninety days after the date on which that person first received notice of the

existence of the close corporation agreement or within three years of the date of

transfer or issuance, whichever is earlier; (ii) Fails, within thirty days after the date on which that person receives a written

offer by the corporation to purchase the shares from that person for the full amount

paid for the shares, to accept the offer. (3) If shares of a corporation are transferred or issued to a person who takes delivery

of the certificate for the shares other than by gift, bequest, or inheritance and

without knowledge or notice of the close corporation agreement and that person accepts

an offer by the corporation to purchase the shares, the corporation shall pay to that

person the full amount paid for the shares within seven days after that person delivers

to the corporation the certificate for the shares and proof of payment of the amount

paid for the shares.  If the amount paid for the shares included property other than cash, the corporation,

at its option, may return the property to that person or may pay to that person cash

in an amount equal to the fair market value of the property on the date of transfer

or issuance of the shares, as determined in good faith by the corporation.  A shareholder who transfers shares to a person who takes delivery of the certificate

for the shares other than by gift, bequest, or inheritance and without knowledge or

notice of the close corporation agreement is liable to the corporation, upon the corporation's

written demand made upon the shareholder within ninety days after the date on which

the corporation made payment for the shares, for the full amount that the corporation

paid for the shares.  Upon receiving payment in that amount from the shareholder, the corporation shall

transfer the shares to the shareholder. (4) In the event of the invalidity of a close corporation agreement and unless otherwise

provided in the close corporation agreement, any provision contained in the close

corporation agreement that would not be invalid under any other section of this chapter

or under other applicable law remains valid and binding on the parties to the close

corporation agreement. Any officer of the corporation who learns of the occurrence of any event causing the

invalidity of the close corporation agreement shall immediately give written notice

of the invalidity to all of the shareholders. If a close corporation agreement set forth in the articles of the corporation is terminated

or becomes invalid, the officers of the corporation shall promptly sign and file the

certificate of amendment prescribed by section 1701.73 of the Revised Code , setting forth the reason for the termination or invalidity and deleting the close

corporation agreement from the articles.  If the officers fail to execute and file the certificate within thirty days after

the occurrence of the event giving rise to the termination or invalidity, the certificate

may be signed and filed by any shareholder and shall set forth a statement that the

person signing the certificate is a shareholder and is filing the certificate because

of the failure of the officers to do so. (J) A close corporation agreement, in the sound discretion of a court exercising its

equity powers, is enforceable by injunction, specific performance, or other relief

that the court may determine to be fair and appropriate. (K) This section shall not be construed as prohibiting any other lawful agreement among

two or more shareholders. (L) No corporation with respect to which a close corporation agreement is in effect,

shall issue shares in uncertificated form, and any provision of the articles or regulations

or any resolution of the directors of such a corporation, providing for the issuance

of shares in uncertificated form, shall be ineffective during any period in which

a close corporation agreement is in effect.  The adoption of a close corporation agreement shall act as a transfer instruction

to the corporation to replace uncertificated securities with appropriate certificated

securities. (M) If the annual meeting of the shareholders is dispensed with in accordance with a

provision in the close corporation agreement authorized by division (C)(12) of this

section, the annual financial statements and any written statements or reports required

by section 1701.38 of the Revised Code shall be delivered to each shareholder on or before the last date upon which the

annual meeting otherwise could have been held. (N) The amendments to this section that are effective April 4, 1985, are remedial in

nature and apply to all close corporation agreements created on or after November

17, 1981.  The amendments to this section that are effective December 31, 1993, are remedial

in nature and, except as those amendments otherwise provide, apply to all close corporation

agreements created on or after November 17, 1981.