Reinstatement after cancellation

# (A)

# (1)

Any corporation whose articles of incorporation or license certificate to do or transact business in this state has been canceled by the secretary of state pursuant to section 5703.91 of the Revised Code shall be reinstated and entitled to exercise its rights, privileges, and franchises in this state, and the secretary of state shall cancel the entry of cancellation to exercise its rights, privileges, and franchises, upon compliance with all of the following:

(a) Payment to the secretary of state of any additional required fees and penalties;

(b) Filing with the secretary of state a certificate from the tax commissioner affirming that the corporation has complied with all the requirements of the tax law as to all the taxes administered by the commissioner and has paid all taxes, fees, or penalties due for every year of delinquency;

(c) Payment to the secretary of state of an additional fee of twenty-five dollars.

# (2)

The secretary of state shall require, as a condition prerequisite to reinstatement, an applicant to amend its articles by changing its name if both of the following apply:

(a) The reinstatement is not made within one year from the date of the cancellation of its articles of incorporation or date of cancellation of its license to do business.

(b) It appears that the applicant's name is not distinguishable upon the record as required by section 1701.05 of the Revised Code.

# (3)

A certificate of reinstatement may be filed in the recorder's office of any county in the state. The recorder shall charge and collect a base fee of three dollars for services and a low- and moderate-income housing trust fund fee of three dollars in accordance with section 317.36 of the Revised Code.

# (4)

Any officer, shareholder, creditor, or receiver of any corporation described in divisions (A)(1) and (2) of this section may at any time take all steps required by this section to effect such reinstatement.

# (B)

Except as otherwise provided in this section, the rights, privileges, and franchises of a corporation whose articles of incorporation have been reinstated in accordance with this section are subject to section 1701.922 of the Revised Code.

# (C)

Notwithstanding a violation of section 5703.92 of the Revised Code, upon reinstatement of a corporation's articles of incorporation in accordance with this section, neither section 5703.91 nor section 5703.92 of the Revised Code shall be applied to invalidate the exercise or attempt to exercise any right, privilege, or franchise on behalf of the corporation by an officer, agent, or employee of the corporation after cancellation and prior to the reinstatement of the articles, if the conditions set forth in divisions (B)(1)(a) and (b) of section 1701.922 of the Revised Code are met.