Ohio § 1702.50

§ 1702.50.

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

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

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

of existence has expired, upon the complaint of the corporation, a majority of the

directors, or a creditor or member, 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 to the following matters: (1) 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;  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; (2) 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; (3) 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 to

pay or provide for the payment of such claims or any claim;  the determination of

the assets available for distribution among members and others;  and the making of

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

of all matters; (4) The determination of the rights of members or others in and to the assets of the

corporation; (5) The presentation and the 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; (6) The appointment of a special master commissioner to hear and determine any such matters

with such authority as the court considers proper; (7) 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; (8) 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; (9) The issuance or entry of any injunction or any other order that 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; (10) The allowance and payment of compensation to the directors or any of them, to liquidators,

to a receiver, to the attorney for the complainant, or to any person properly rendering

services beneficial to the corporation or to those interested in it; (11) The entry of a judgment or decree that, if it so provides, may operate as the deed

or other instrument ordered to be executed, or the appointment of a master 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 voting members 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.