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REPORT OF THE CORPORATION LAW COMMITTEE 1
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To the Council of Delegates: 3
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The Corporation Law Committee respectfully requests your favorable consideration of 5
proposed amendments to the statutory agent provisions contained throughout Title 17 of 6
the Ohio Revised Code to expand the types of entities that are permitted to serve as 7
statutory agents under Ohio law, which should create greater convenience for Ohio 8
businesses and greater effectiveness for service of process on Ohio businesses. 9
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Respectfully submitted, 11
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Jack Kurant, Cleveland 13
Chair, Corporation Law Committee 14
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Summary and Rationale for Proposal 17
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The proposed amendments to Title 17 would expand the types of entities that are 19
permitted to serve as a statutory agent under Ohio law. The purpose of designating a statutory 20
agent is to receive service of process or notices either required or permitted by law to be served 21
upon a business entity. A statutory agent also makes service of process or notices easy upon 22
those serving process, including sheriffs and other public officials. 23
Our current law, which dates to 1955, limits statutory agents to individuals and 24
corporations. The practice in other states has evolved to include some or all of the following 25
additional types of entities: a nonprofit corporation, limited liability company, partnership, 26
limited partnership, limited liability partnership, limited partnership association, professional 27
association, an unincorporated nonprofit association, and a business trust. The proposals would 28
permit all of such entities to fill the role of statutory agent. 29
The proposed amendments to the applicable Sections of Title 17 will allow for greater 30
convenience for Ohio corporations in designating statutory agents, allow for easier service for 31
those serving process, remove arbitrary restrictions and broaden the scope of entities that may 32
adequately serve as statutory agents, which is consistent with the competitive market. The 33
amendments may also decrease the burden, even if marginally, upon the Secretary of State under 34
RC 1701.07(H) (Service upon the Secretary of State) and any corresponding confusion therewith 35
in collateral issues such as R.C. 2305.15 (Tolling During Defendant’s Absence, Concealment, or 36
Imprisonment). 37
Text of the Proposal 38
Amend Paragraph (A) of Section 1701.07 as follows (with respect to corporations under Chapter 39
1701): 40
1701.07 Statutory agent - cancellation and reinstatement of articles. 41
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(A) Every corporation shall have and maintain an agent, sometimes referred to as the “statutory 42
agent,” upon whom any process, notice, or demand required or permitted by statute to be served 43
upon a corporation may be served. The agent mayshall be (1) a natural person who is a resident 44
of this state or may be(2) a domestic corporation or a foreign corporation holding a license as 45
such under the laws of this state, that is authorized by its articles of incorporation to act as such 46
agent and that, nonprofit corporation, limited liability company, partnership, limited partnership, 47
limited liability partnership, limited partnership association, professional association, business 48
trust or unincorporated nonprofit association that (a) has a business address in this state and (b) 49
in the case of a foreign corporation, nonprofit corporation, limited liability company, partnership, 50
limited partnership, limited liability partnership, limited partnership association, professional 51
association, business trust or unincorporated nonprofit association meets the requirements to 52
transact business or exercise its privileges in this state required of such entity under Title 17 of 53
the Revised Code. 54
Amend Paragraph (A) of Section 1702.06 as follows (with respect to nonprofit corporations 55
under Chapter 1702): 56
57
1702.06 Statutory agent - cancellation and reinstatement of articles. 58
(A) Every corporation shall have and maintain an agent, sometimes referred to as the “statutory 59
agent,” upon whom any process, notice, or demand required or permitted by statute to be served 60
upon a corporation may be served. The agent mayshall be (1) a natural person who is a resident 61
of this state, or may be(2) a domestic or foreign business corporation holding a license as such 62
under the laws of this state that is authorized by its articles of incorporation to act as such agent, 63
and thatcorporation, business corporation, limited liability company, partnership, limited 64
partnership, limited liability partnership, limited partnership association, professional 65
association, business trust or unincorporated nonprofit association that (a) has a business address 66
in this state and (b) in the case of a foreign corporation, business corporation, limited liability 67
company, partnership, limited partnership, limited liability partnership, limited partnership 68
association, professional association, business trust or unincorporated nonprofit association 69
meets the requirements to transact business or exercise its privileges in this state required of such 70
entity under Title 17 of the Revised Code. 71
Amend Paragraph (A) of Section 1703.041 as follows (with respect to foreign corporations under 72 Chapter 1703): 73 74 1703.041 Designated agent. 75
(A) Every foreign corporation for profit that is licensed to transact business in this state, and 76
every foreign nonprofit corporation that is licensed to exercise its corporate privileges in this 77
state, shall have and maintain an agent, sometimes referred to as the “designated agent,” upon 78
whom process against the corporation may be served within this state. The agent mayshall be (1) 79
a natural person who is a resident of this state, or may be(2) a domestic corporation for profit or a 80
foreign corporation for profit holding a license under the laws of this state that is authorized by 81
its articles of incorporation to act as an agent and thator foreign corporation, nonprofit 82
corporation, limited liability company, partnership, limited partnership, limited liability 83
partnership, limited partnership association, professional association, business trust or 84
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unincorporated nonprofit association that (a) has a business address in this state and (b) in the 85
case of a foreign corporation, nonprofit corporation, limited liability company, partnership, 86
limited partnership, limited liability partnership, limited partnership association, professional 87
association, business trust or unincorporated nonprofit association meets the requirements to 88
transact business or exercise its privileges in this state required of such entity under Title 17 of 89
the Revised Code. 90
Amend Paragraph (A) of Section 1705.06 as follows (with respect to limited liability companies 91 under Chapter 1705): 92 93 1705.06 Statutory agent. 94
(A) Each limited liability company shall maintain continuously in this state an agent for service 95
of process on the company. The agent shall be an individual(1) a natural person who is a resident 96
of this state, a domestic corporation, or a foreign corporation holding a license as a foreign 97
corporation under the laws of this state or (2) a domestic or foreign corporation, nonprofit 98
corporation, limited liability company, partnership, limited partnership, limited liability 99
partnership, limited partnership association, professional association, business trust or 100
unincorporated nonprofit association that (a) has a business address in this state and (b) in the 101
case of a foreign corporation, nonprofit corporation, limited liability company, partnership, 102
limited partnership, limited liability partnership, limited partnership association, professional 103
association, business trust or unincorporated nonprofit association meets the requirements to 104
transact business or exercise its privileges in this state required of such entity under Title 17 of 105
the Revised Code. 106
Amend Paragraph (A)(3) of Section 1705.54 as follows (with respect to foreign limited liability 107
companies under Chapter 1705): 108
109
1705.54 Application for registration. 110
(A) Before transacting business in this state, a foreign limited liability company shall register 111
with the secretary of state. The company shall register by submitting to the secretary of state an 112
application for registration as a foreign limited liability company. The application shall be on a 113
form that is prescribed by the secretary of state, be signed by an authorized representative of the 114
company, and set forth all of the following: 115
… 116
(3) The name and address of an agent for service of any process, notice, or demand on the 117
company. The appointed agent shall be an individual(1) a natural person who is a resident of this 118
state, or (2) a domestic corporation, or a foreign corporation that has a place of business and is 119
authorized to doforeign corporation, nonprofit corporation, limited liability company, 120
partnership, limited partnership, limited liability partnership, limited partnership association, 121
professional association, business trust or unincorporated nonprofit association that (a) has a 122
business address in this state and (b) in the case of a foreign corporation, nonprofit corporation, 123
limited liability company, partnership, limited partnership, limited liability partnership, limited 124
partnership association, professional association, business trust or unincorporated nonprofit 125
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association meets the requirements to transact business or exercise its privileges in this state 126
required of such entity under Title 17 of the Revised Code. 127
Amend Paragraph (B)(1) of Section 1729.06 as follows (with respect to cooperatives under 128
Chapter 1729): 129
130
1729.06 Number of incorporators - statutory agent. 131
(B)(1) Every association shall have and maintain a statutory agent upon whom any process, 132
notice, or demand against the association may be served. The agent mayshall be (a) a natural 133
person who is a resident of this state or a corporation that is authorized by its articles of 134
incorporation to act as such agent and(b) a domestic or foreign corporation, nonprofit 135
corporation, limited liability company, partnership, limited partnership, limited liability 136
partnership, limited partnership association, professional association, business trust or 137
unincorporated nonprofit association that (i) has a business address in this state and (ii) in the 138
case of a foreign corporation, nonprofit corporation, limited liability company, partnership, 139
limited partnership, limited liability partnership, limited partnership association, professional 140
association, business trust or unincorporated nonprofit association meets the requirements to 141
transact business or exercise its privileges in this state required of such entity under Title 17 of 142
the Revised Code. 143
Amend Section 1733.06 as follows (with respect to credit unions under Chapter 1733): 144
145
1733.06 Statutory agent. 146
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Every credit union shall have and maintain a statutory agent in accordance with section 1701.07 148
of the Revised Code.upon whom any process, notice, or demand required or permitted by statute 149
to be served upon a credit union may be served. The agent shall be (A) a natural person who is a 150
resident of this state or (B) a domestic or foreign corporation, nonprofit corporation, limited 151
liability company, partnership, limited partnership, limited liability partnership, limited 152
partnership association, professional association, business trust or unincorporated nonprofit 153
association that (1) has a business address in this state and (2) in the case of a foreign 154
corporation, nonprofit corporation, limited liability company, partnership, limited partnership, 155
limited liability partnership, limited partnership association, professional association, business 156
trust or unincorporated nonprofit association meets the requirements to transact business or 157
exercise its privileges in this state required of such entity under Title 17 of the Revised Code. 158
159
Amend Paragraph (A) of Section 1745.13 as follows (with respect to unincorporated nonprofit 160
associations under Chapter 1745): 161
162
1745.13 Appointment of agent to receive service of process. 163
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(A) An unincorporated nonprofit association may file in the office of the secretary of state a 165
statement appointing an agent authorized to receive service of process. The agent 166
mayshall be (1) a natural person who is a resident of this state or may be a for profit(2) a 167
domestic corporation or a for profit foreign corporation holding a license as such under the 168
laws of this state and thator foreign corporation, business corporation, limited liability 169
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company, partnership, limited partnership, limited liability partnership, limited 170
partnership association, professional association, business trust or unincorporated 171
nonprofit association that (a) has a business address in this state and (b) in the case of a 172
foreign corporation, business corporation, limited liability company, partnership, limited 173
partnership, limited liability partnership, limited partnership association, professional 174
association, business trust or unincorporated nonprofit association meets the 175
requirements to transact business or exercise its privileges in this state required of such 176
entity under Title 17 of the Revised Code. The statement appointing an agent shall set forth 177
the name of the unincorporated nonprofit association and the name and address in this 178
state of the agent, including the street and number or other particular description, and shall 179
otherwise be in the form that the secretary of state prescribes. The secretary of state shall 180
keep a record of the names of all unincorporated nonprofit associations that have filed a 181
statement appointing an agent authorized to receive service of process and the names and 182
addresses of their respective agents. 183
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Amend Paragraph (A)(5) of Section 1746.04 as follows (with respect to business trusts under 185
Chapter 1746): 186
187
1746.04 Filing with secretary of state before transacting business. 188
(A) Except as set forth in section 1746.03 of the Revised Code, before transacting business in 189
this state, a business trust shall file in the office of the secretary of state, on forms prescribed by 190
the secretary of state, a report containing the following information: 191
… 192
(5) The name and address within this state of a designated agent upon whom process against the 193
business trust may be served, which agent shall be (a) a natural person who is a resident of this 194
state or (b) a domestic or foreign corporation, nonprofit corporation, limited liability company, 195
partnership, limited partnership, limited liability partnership, limited partnership association, 196
professional association, business trust or unincorporated nonprofit association that (i) has a 197
business address in this state and (ii) in the case of a foreign corporation, nonprofit corporation, 198
limited liability company, partnership, limited partnership, limited liability partnership, limited 199
partnership association, professional association, business trust or unincorporated nonprofit 200
association meets the requirements to transact business or exercise its privileges in this state 201
required of such entity under Title 17 of the Revised Code; 202
Amend Paragraph (A)(6) of Section 1747.03 as follows (with respect to real estate investment 203
trusts under Chapter 1747): 204
205
1747.03 Filing with secretary of state before transacting business. 206
(A) Before transacting real estate business in this state, a real estate investment trust shall file the 207
following report in the office of the secretary of state, on forms prescribed by the secretary of 208
state: 209
… 210
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(6) The name and address within this state of a designated agent upon whom process against the 211
trust may be served, which agent shall be (a) a natural person who is a resident of this state or (b) 212
a domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, 213
limited partnership, limited liability partnership, limited partnership association, professional 214
association, business trust or unincorporated nonprofit association that (i) has a business address 215
in this state and (ii) in the case of a foreign corporation, nonprofit corporation, limited liability 216
company, partnership, limited partnership, limited liability partnership, limited partnership 217
association, professional association, business trust or unincorporated nonprofit association 218
meets the requirements to transact business or exercise its privileges in this state required of such 219
entity under Title 17 of the Revised Code; 220
Amend Paragraph (A)(21) of Section 1751.03 as follows (with respect to health insuring 221
corporations under Chapter 1751): 222
1751.03 Verification of application. 223
(A) Each application for a certificate of authority under this chapter shall be verified by an 224
officer or authorized representative of the applicant, shall be in a format prescribed by the 225
superintendent of insurance, and shall set forth or be accompanied by the following: 226
… 227
(21) The name and address of the applicant’s Ohio statutory agent for service of process, notice, 228
or demand, which agent shall be (a) a natural person who is a resident of this state or (b) a 229
domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, 230
limited partnership, limited liability partnership, limited partnership association, professional 231
association, business trust or unincorporated nonprofit association that (i) has a business address 232
in this state and (ii) in the case of a foreign corporation, nonprofit corporation, limited liability 233
company, partnership, limited partnership, limited liability partnership, limited partnership 234
association, professional association, business trust or unincorporated nonprofit association 235
meets the requirements to transact business or exercise its privileges in this state required of such 236
entity under Title 17 of the Revised Code; 237
Amend Paragraph (A) of Section 1776.07 as follows (with respect to partnerships and limited 238
liability partnerships under Chapter 1776): 239
240
1776.07 Agent for service of process. 241
(A) Any partnership that maintains an effective statement of partnership authority under section 242
1776.33 of the Revised Code shall maintain continuously in this state an agent for service of 243
process on the partnership. The agent shall be an individual(1) a natural person who is a resident 244
of this state, a domestic corporation, or a foreign corporation holding a license as a foreign 245
corporation under the laws of this state or (2) a domestic or foreign corporation, nonprofit 246
corporation, limited liability company, partnership, limited partnership, limited liability 247
partnership, limited partnership association, professional association, business trust or 248
unincorporated nonprofit association that (a) has a business address in this state and (b) in the 249
case of a foreign corporation, nonprofit corporation, limited liability company, partnership, 250
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limited partnership, limited liability partnership, limited partnership association, professional 251
association, business trust or unincorporated nonprofit association meets the requirements to 252
transact business or exercise its privileges in this state required of such entity under Title 17 of 253
the Revised Code. 254
255
Amend Paragraph (B) of Section 1776.86 as follows (with respect to foreign limited liability 256
partnerships under Chapter 1776): 257
1776.86 Statement of foreign qualification. 258
(B) The agent of a foreign limited liability partnership for service of process shall be an 259
individual(1) a natural person who is a resident of this state or another person authorized to do(2) 260
a domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, 261
limited partnership, limited liability partnership, limited partnership association, professional 262
association, business trust or unincorporated nonprofit association that (a) has a business address 263
in this state and (b) in the case of a foreign corporation, nonprofit corporation, limited liability 264
company, partnership, limited partnership, limited liability partnership, limited partnership 265
association, professional association, business trust or unincorporated nonprofit association 266
meets the requirements to transact business or exercise its privileges in this state required of such 267
entity under Title 17 of the Revised Code. 268
Amend Paragraph (A) of Section 1782.04 as follows (with respect to limited partnerships under 269 Chapter 1782): 270 271 1782.04 Statutory agent. 272
(A) Each limited partnership shall maintain continuously in this state an agent for service of 273
process on the limited partnership. The agent shall be (1) a natural person who is a resident of 274
this state, or (2) a domestic corporation, or a foreign corporation holding a license as such under 275
the laws of this stateforeign corporation, nonprofit corporation, limited liability company, 276
partnership, limited partnership, limited liability partnership, limited partnership association, 277
professional association, business trust or unincorporated nonprofit association that (a) has a 278
business address in this state and (b) in the case of a foreign corporation, nonprofit corporation, 279
limited liability company, partnership, limited partnership, limited liability partnership, limited 280
partnership association, professional association, business trust or unincorporated nonprofit 281
association meets the requirements to transact business or exercise its privileges in this state 282
required of such entity under Title 17 of the Revised Code. 283
284
Amend Paragraph (C) of Section 1782.49 as follows (with respect to foreign limited partnerships 285
under Chapter 1782): 286
1782.49 Application for registration of foreign limited partnership. 287
Before transacting business in this state, a foreign limited partnership shall register with the 288
secretary of state. In order to register, a foreign limited partnership shall submit to the secretary 289
of state an application for registration as a foreign limited partnership. The application shall be 290
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on a form prescribed by the secretary of state, shall be signed by a general partner, and shall set 291
forth all of the following: 292
… 293
(C) The name and address of anythe agent for service of process on the foreign limited 294
partnership whom the foreign limited partnership elects toshall appoint. The agent shall be an 295
individual(1) a natural person who is a resident of this state, or (2) a domestic corporation, or a 296
foreign corporation having a place of business in, and authorized to doforeign corporation, 297
nonprofit corporation, limited liability company, partnership, limited partnership, limited liability 298
partnership, limited partnership association, professional association, business trust or 299
unincorporated nonprofit association that (a) has a business address in this state and (b) in the 300
case of a foreign corporation, nonprofit corporation, limited liability company, partnership, 301
limited partnership, limited liability partnership, limited partnership association, professional 302
association, business trust or unincorporated nonprofit association meets the requirements to 303
transact business or exercise its privileges in, this state required of such entity under Title 17 of 304
the Revised Code. 305
A comment would follow each amended section of Title 17 in the following form: 306
Comment: Division (A) of Section 1701.07, as amended, expands the scope of entity types that 307
may serve as a statutory agent to include nonprofit corporations, limited liability companies, 308
partnerships, limited partnerships, limited liability partnerships, limited partnership associations, 309
professional associations, unincorporated nonprofit associations and business trusts. 310