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Ohio Transaction Guide
Copyright 2017, Matthew Bender & Company, Inc., a member of the LexisNexis Group.

1-4 Ohio Transaction Guide 4.syn


Code of Regulations


Cavitch, Familo, Durkin & Frutkin, L.P.A.

Chapter Summary


A corporation's code of regulations establishes the procedural rules that govern the relationships among the corporate shareholders, directors, and officers.

This chapter of Ohio Transaction Guide provides practical guidance on how to select, draft, and adopt regulations for an Ohio corporation.

This chapter offers helpful tips for use when drafting standard provisions that are commonly incorporated into codes of corporate regulations, including provisions pertaining to: shareholder voting, shareholder meetings, directors' duties, directors' meetings, officers' duties, shares, adoption of regulations, and emergency regulations.

This forms section includes a complete code of regulations, with references to statutory authority. Alternative and additional individual regulations are also provided to assist counsel in tailoring the regulations to the particular needs of specific clients.

OhioTransaction Guide (Matthew Bender) is a 16-volume set that provides practitioners with comprehensive analytical and practical coverage of most transactions that an attorney will encounter in a general civil practice. The set serves as both a legal reference resource and a valuable drafting tool. Most of the chapters contain a research guide, a legal background discussion, a practice guide, and a forms section. The five transactional areas of the law covered are: (1) business entities, (2) wills and trusts, (3) commercial, (4) real estate, and (5) personal transactions. These five areas encompass a wealth of more specific areas as, for example, in the real estate section, which includes construction and leasing and syndication and development, as well as sales and conveyances.


Corporation,Shares,Code of Regulations,Shareholder Voting,Shareholder Meetings,Officers,Directors,Corporate Regulations,Emergency Regulations


See Chapter 5 for information on adopting the initial code of regulations at the first meeting of the shareholders. See Chapter 23 for information on amending the code of regulations. See Chapters 40 and 41, respectively, for considerations in drafting articles of incorporation for professional corporations and nonprofit corporations.


See Anderson's Ohio Securities Law and Practice (Matthew Bender) for explanation of the formal requirements and more informal aspects of Ohio securities practice; Ohio blue sky practice, from routine registration, exemption, and liability questions to more complex issues involving Ohio's merit requirements; and specialized topics, such as Ohio broker-dealer licensing, tender offers, and enforcement issues.

See Ohio Business Entities (Matthew Bender) for comprehensive guidance through all stages of the business life-cycle, including analysis on close corporations, limited liability companies, general partnerships, limited partnerships, limited liability partnerships, business trusts and nonprofit corporations.

See Business Organizations with Tax Planning (Matthew Bender) for coverage of the formation and operation of the various types of business entities, especially partnerships and corporations, plus tax considerations.

See Midwest Practice Guide (Matthew Bender) for coverage of business and commercial transactions; summaries of state and federal law, relevant statutes, important regulations and secondary legal sources; discussions of current business practices and tips for drafting and reviewing documents; a procedural guide; plus a rich collection of forms.
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