Q: If an Ohio corporation does not have bylaws, does Ohio code detail how stock sales are to be conducted?
Do stock transfers then have to be recorded on the shareholder ledger?
What if some of the original stock certificates have been lost?
Do company officers have to sign off on the transaction?
A: Ohio Revised Code Chapter 1701, https://codes.ohio.gov/ohio-revised-code/chapter-1701, provides the legal framework for an Ohio for-profit corporation, and specifies procedures for issuing and transferring stock, which should be recorded in a ledger or other records of the corporation by the corporation's secretary. It provides the process for lost certificates. Use the Find a Lawyer tab to retain a local business law attorney who can review what you are trying to do and advise you how to do it properly in accordance with Ohio law. Otherwise, shareholders could have a legal claim against the officers of the corporation.
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