Ohio § 1701.92

§ 1701.92.

(A) A copy of the articles or amended articles filed in the office of the secretary of

state, certified by the secretary of state, shall be conclusive evidence, except as

against the state, that the corporation has been incorporated under the laws of this

state. A copy duly certified by the secretary of state of any certificate of amendment or

other certificate filed in the secretary of state's office shall be prima-facie evidence

of the amendment or of the facts stated in any such certificate and of the observance

and performance of all antecedent conditions necessary to the action which such certificate

purports to evidence. (B) A copy of amended articles filed in the office of the secretary of state, certified

by the secretary of state, shall be accepted in this state and other jurisdictions

in lieu of the original articles, amendments thereto, and prior amended articles. (C) The original or a copy of the record of minutes of the proceedings of the incorporators

of a corporation, or of the proceedings or meetings of the shareholders or any class

of shareholders, or of the directors, or of any committee thereof, including any written

consent, waiver, release, or agreement entered in the record of minutes, or the original

or a copy of a statement that no specified proceeding was had or that no specified

consent, waiver, release, or agreement exists, shall, when certified to be true by

the secretary or an assistant secretary of a corporation, be received in the courts

as prima-facie evidence of the facts stated therein.  Every meeting referred to in the certified original or copy shall be deemed duly

called and held, all motions and resolutions adopted and proceedings had at such meeting

shall be deemed duly adopted and had, and all elections of directors and all elections

or appointments of officers chosen at such meeting shall be deemed valid, until the

contrary is proved. Whenever a person who is not a shareholder of a corporation has acted in good faith

in reliance upon any certified original or copy, it is conclusive in the person's

favor. (D) A certificate issued by the secretary of state confirming that a corporation is in

good standing, as defined in division (E) of this section, is, for seven days after

the date on the certificate, conclusive evidence of both of the following: (1) The authority of a domestic corporation has not been limited as described in section 1701.88 or 1701.91 of the Revised Code , provided that both of the following apply: (a) The person relying on the certificate had no knowledge that the corporation's articles

had been canceled. (b) The certificate is not presented as evidence against the state. (2) The license authorizing a foreign corporation to transact business in this state

has not expired, been cancelled, or been surrendered. (E) For purposes of division (D) of this section, “ good standing ” means that the authority of the corporation to carry on business is not limited

by section 1701.88 of the Revised Code .