Ohio § 1701.19 Determination of fair value of property or services

Ohio Statutes

§ 1701.19 — Determination of fair value of property or services

Ohio § 1701.19

Title 17Corporations-Partnerships

Ch. 1701General Corporation Law

This text of Ohio § 1701.19 (Determination of fair value of property or services) is published on Counsel Stack Legal Research, covering Ohio primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ohio Rev. Code Ann. § 1701.19 (2026).

Text

(A)When a determination of the fair value to a corporation is made by the incorporators, directors, or shareholders with respect to consideration, other than cash, paid or to be paid to the corporation for shares; or made by the directors with respect to property voluntarily contributed to the corporation; or made by the directors with respect to physical assets of the corporation that are reckoned by the directors to have a fair value to the corporation in excess of the amount at which they are carried on its books; or provided for in a decree or order as provided in section1701.75of the Revised Code or set forth in an agreement of merger or consolidation adopted as provided in section1701.78,1701.79,1701.80, or1701.801of the Revised Code, then the determination shall be conclusive in

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(A) When a determination of the fair value to a corporation is made by the incorporators, directors, or shareholders with respect to consideration, other than cash, paid or to be paid to the corporation for shares; or made by the directors with respect to property voluntarily contributed to the corporation; or made by the directors with respect to physical assets of the corporation that are reckoned by the directors to have a fair value to the corporation in excess of the amount at which they are carried on its books; or provided for in a decree or order as provided in section1701.75of the Revised Code or set forth in an agreement of merger or consolidation adopted as provided in section1701.78,1701.79,1701.80, or1701.801of the Revised Code, then the determination shall be conclusive in any action or proceeding in which it is claimed that the fair value to the corporation of such consideration or property is or was less than the value so determined, unless the party asserting a claim affirmatively proves by clear and convincing evidence, and otherwise than by proving the difference between the value of such consideration or property and the fair value so determined, that the determination was knowingly and intentionally made, by the persons making the determination, at a value greater than the fair value of such consideration or property to the corporation.

(B) The making of an agreement to issue or dispose of shares for property or consideration other than cash or the issuance or disposition of shares in consummation of any agreement or transaction referred to in division (A) of this section shall be held to be a determination that the property or other consideration involved has a fair value to the corporation not less than the value required to justify the issuance or disposition of such shares.