Ohio § 1702.60

§ 1702.60.

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

articles of incorporation in accordance with section 1702.06 , 1702.59 , or 1724.06 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 existing

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

corporation as if the articles had not been canceled, and the corporation 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

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 1702.05 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 articles in accordance with section 1702.06 , 1702.59 , or 1724.06 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 by an officer, agent, or employee of the corporation, 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 by the officer, agent, or employee of the corporation 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 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 articles of incorporation that existed prior

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

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

any rights, privileges, or franchises on behalf of the corporation by an officer,

agent, or employee of the corporation, if the conditions set forth in divisions (B)(1)(a)

and (b) of this section are met. (C) Upon reinstatement of a corporation's articles of incorporation in accordance with section 1702.06 , 1702.59 , or 1724.06 of the Revised Code , the exercise of or an attempt to exercise any rights, privileges, or franchises

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

after cancellation and prior to reinstatement of the articles of incorporation does

not constitute a failure to comply with division (A) of section 1702.49 or a violation

of section 1702.57 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 articles of incorporation

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

articles.