Ohio § 1701.922

§ 1701.922.

(A) Except as otherwise provided in this division, upon reinstatement of a corporation's

or professional association's articles of incorporation in accordance with section 1701.07 , 1785.06 , 5703.93 , or 5733.22 of the Revised Code , the rights, privileges, and franchises, including all real or personal property

rights and credits and all contract and other rights, of the corporation or association

existing at the time its articles of incorporation were canceled shall be fully vested

in the corporation or association as if the articles had not been canceled, and the

corporation or association shall again be entitled to exercise the rights, privileges,

and franchises authorized by its articles of incorporation.  The name of a corporation whose articles have been canceled shall be reserved for

a period of one year after the date of cancellation.  If the reinstatement is not made within one year after the date of the cancellation

of its articles of incorporation and it appears that a corporate name, limited liability

company name, limited liability partnership name, limited partnership name, or trade

name has been filed, the name of which is not distinguishable upon the record as provided

in section 1701.05 of the Revised Code , the secretary of state shall require the applicant for reinstatement, as a condition

prerequisite to such reinstatement, to amend its articles by changing its name. (B) Upon reinstatement of a corporation's or association's articles in accordance with section 1701.07 , 1785.06 , 5703.93 , or 5733.22 of the Revised Code , both of the following apply to the exercise of or an attempt to exercise any rights,

privileges, or franchises, including entering into or performing any contracts, on

behalf of the corporation or association by an officer, agent, or employee of the

corporation or association, after cancellation and prior to reinstatement of the articles

of incorporation: (1) The exercise of or an attempt to exercise any rights, privileges, or franchises on

behalf of the corporation or association by the officer, agent, or employee of the

corporation or association has the same force and effect that the exercise of or an

attempt to exercise the right, privilege, or franchise would have had if the corporation's

or association's articles had not been canceled, if both of the following apply: (a) The exercise of or an attempt to exercise the right, privilege, or franchise was

within the scope of the corporation's or association's articles of incorporation that

existed prior to cancellation; (b) The officer, agent, or employee had no knowledge that the corporation's or association's

articles of incorporation had been canceled. (2) The corporation or association is liable exclusively for the exercise of or an attempt

to exercise any rights, privileges, or franchises on behalf of the corporation or

association by an officer, agent, or employee of the corporation or association, if

the conditions set forth in divisions (B)(1)(a) and (b) of this section are met. (C) Upon reinstatement of a corporation's or association's articles of incorporation

in accordance with section 1701.07 , 1785.06 , 5703.93 , or 5733.22 of the Revised Code , the exercise of or an attempt to exercise any rights, privileges, or franchises

on behalf of the corporation or association by an officer, agent, or employee of the

corporation or association, after cancellation and prior to reinstatement of the articles

of incorporation, does not constitute a failure to comply with division (A) of section

1701.88 or a violation of section 1701.97 of the Revised Code , if the conditions set forth in divisions (B)(1)(a) and (b) of this section are met. (D) This section is remedial in nature and is to be construed liberally to accomplish

the purpose of providing full reinstatement of a corporation's or association's articles

of incorporation retroactive, in accordance with this section, to the time of the

cancellation of the articles.