The Ohio Agreement to Incorporate Close Corporation is a legally binding document that outlines the formation and governance of a close corporation in the state of Ohio. Close corporations, also referred to as closely held corporations or closely held companies, are a specific type of business entity where the ownership is limited to a few individuals or a family. The agreement is designed to provide flexibility and unique benefits to these closely held companies by allowing for more centralized control over the decision-making process. It outlines the rules and regulations that govern the structure, operation, and dissolution of the corporation. Some relevant keywords pertaining to the Ohio Agreement to Incorporate Close Corporation include: 1. Close corporation formation: The agreement details the necessary steps and requirements for forming a close corporation in Ohio. It covers essential aspects such as selecting a business name, choosing the board of directors, and filing the necessary documents with the Ohio Secretary of State. 2. Shareholder rights and responsibilities: The agreement outlines the rights and responsibilities of shareholders in a close corporation. This includes provisions on voting rights, profit-sharing, restrictions on transfer of shares, and dispute resolution mechanisms. 3. Management and decision-making: The agreement provides guidelines for the management and decision-making process within the close corporation. It defines the roles and responsibilities of officers and directors, outlines how decisions are made, and establishes voting thresholds for different corporate matters. 4. Buy-sell provisions: The agreement may include buy-sell provisions that govern the sale and transfer of shares among shareholders. These provisions may include rights of first refusal, mandatory offers to buy or sell shares, and valuation methodologies. 5. Non-compete agreements: Some Ohio Agreement to Incorporate Close Corporation documents may include non-compete clauses that restrict shareholders from engaging in competing business activities during their association with the corporation. 6. Dissolution and termination: The agreement covers the procedures for dissolving or terminating the close corporation. It outlines the circumstances under which dissolution can occur, provides guidelines for winding up the affairs of the corporation, and specifies the distribution of assets among shareholders. It's worth mentioning that there may be different versions or variations of the Ohio Agreement to Incorporate Close Corporation available, as various legal firms or organizations may have their own templates or modifications to suit specific needs. However, the aforementioned keywords and topics are commonly found in most agreements pertaining to the incorporation of a close corporation in Ohio.