Ohio § 1701.89

§ 1701.89.

(A) Without limiting the generality of its authority, the court of common pleas of the

county in this state in which the principal office of a voluntarily dissolved corporation

is located, in which the principal office was to be located, or in which the principal

office of a corporation whose articles have been canceled or whose period of existence

has expired is located, upon the complaint of the corporation, a majority of the directors,

or a creditor or claimant, and upon such notice to all the directors and such other

persons interested as the court considers proper, at any time may order and adjudge

in respect of all of the following matters: (1) Any proceedings or actions under division (C) of section 1701.881 of the Revised Code ; (2) The presentation and proof of all claims and demands against the corporation and

of all rights, interests, or liens in or on any of its property including property

described in division (F) of section 1701.88 of the Revised Code ;  the fixing of the time within which and the manner in which such proof shall be

made and the person to whom such presentation shall be made;  and the barring from

participation in any distribution of assets of all persons failing to make and present

proofs as required by the order of the court; (3) The stay of the prosecution of any proceeding against the corporation or involving

any of its property, and the requirement that the parties to it present and prove

their claims, demands, rights, interests, or liens at the time and in the manner required

of creditors or others;  or the grant of leave to bring or maintain an independent

proceeding to enforce liens; (4) The settlement or determination of all claims of every nature against the corporation

or any of its property;  the determination of the assets required to be retained or

insurance to be obtained to pay or provide for the payment of such claims or any claim;

 the determination of the assets available for distribution among shareholders;  and

the making of new parties to the proceeding so far as the court considers proper for

the determination of all matters; (5) The determination of the rights of holders of shares of all classes in and to the

assets of the corporation; (6) The presentation and filing of intermediate and final accounts of the directors or

of the liquidators and hearings on them;  the allowance, disallowance, or settlement

of such accounts;  and the discharge of the directors, the liquidators, or any of

them from their duties and liabilities; (7) The appointment of a special master commissioner or guardian ad litem to hear and

determine any such matters with such authority as the court considers proper.  The applicant in the proceeding shall pay the reasonable fees and expenses of the

special master commissioner or guardian ad litem, including all reasonable expert

witness fees, unless otherwise ordered by the court. (8) The filling of any vacancies in the number of directors or liquidators when the directors

are unable to act on the vacancies for want of a quorum or for any other reason; (9) The appointment of a receiver, in accordance with the usages of a court in equitable

matters, to wind up the affairs of the corporation, to take custody of any of its

property, or for any other purpose; (10) The issuance or entry of any injunction or any other order which the court considers

proper in the administration of the trust involved in the winding up of the affairs

of the corporation and the giving of notice of it; (11) The allowance and payment of compensation to the directors or any of them or to any

person rendering services beneficial to the corporation or to those interested in

it; (12) The entry of a judgment or decree which, if it so provides, may operate as the deed

or other instrument ordered to be executed, or the appointment of a master or guardian

ad litem to execute such deed or instrument in the name of the corporation with the

same effect as if executed by an authorized officer pursuant to authority conferred

by the directors or the shareholders of the corporation, whenever there is no officer

or agent competent to execute such deed or instrument, whenever the corporation or

its officers do not perform or comply with a judgment or decree of court, or whenever

the court considers it proper. (B) A judicial proceeding under this section concerning the winding up of the affairs

of a corporation is a special proceeding, and final orders in the proceeding may be

vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure

and, to the extent not in conflict with those rules, Chapter 2505. of the Revised

Code.