Ohio Corporate Law Specialist Exam

Ohio Corporate Law Specialist Exam Practice Questions And Correct Answers (Verified Answers) Plus Rationales 2025|2026 Q&A | Instant Download Pdf

• Under Ohio law, which document must be filed to form a corporation?
• Corporate bylaws
• Articles of incorporation
• Certificate of authority
• Shareholder agreement

Rationale: The corporation legally exists only after filing articles of

incorporation with the Ohio Secretary of State under ORC 1701.04.

2. The minimum number of incorporators required under Ohio law is:

• Two
• Three
• One
• None

Rationale: ORC 1701.04(A) allows formation by a single incorporator. 1 / 4

• A corporation formed in Delaware but doing business in Ohio is known as

a:

• Domestic corporation
• Resident corporation
• Foreign corporation
• National corporation

Rationale: Corporations organized under other states are “foreign” under

ORC 1703.01.

4. The internal affairs of an Ohio corporation are governed primarily by:

• The law of the state where it operates
• The law of the state of incorporation
• Federal corporate law
• The SEC

Rationale: The internal affairs doctrine applies the law of the incorporating

state, here Ohio.

• Which of the following must appear in Ohio articles of incorporation?
• Director names
• Shareholder list
• Corporate name and purpose
• Bylaw details

Rationale: ORC 1701.04(B) requires the corporate name and purpose, not

directors or bylaws. 2 / 4

• Ohio allows which type of corporation?
• Nonstock corporation only
• Stock and nonstock corporations
• Partnership corporations only
• Cooperative corporations only

Rationale: ORC 1701 permits corporations with or without capital stock.

7. Bylaws in Ohio corporations are adopted by:

• The Secretary of State
• The board of directors or shareholders
• The incorporators only
• The president

Rationale: ORC 1701.11 provides that bylaws may be adopted by

incorporators or directors.

8. A corporation begins to exist legally on:

• Date bylaws are adopted
• Date articles are filed
• Date shares are issued
• Date of board’s first meeting

Rationale: Existence begins upon filing articles with the Secretary of State

(ORC 1701.04).

9. A de facto corporation arises when:

• The articles are rejected
• No effort to incorporate is made 3 / 4

• There was a good faith attempt to incorporate
• The state dissolves the corporation

Rationale: A de facto corporation protects those acting in good faith after

substantial compliance.

10. Ultra vires acts are:

• Always enforceable
• Never recognized in Ohio
• Acts beyond corporate authority
• Approved automatically

Rationale: “Ultra vires” means beyond powers granted in the articles;

limited remedies exist.

11. The business judgment rule protects:

• Shareholders
• Directors
• Officers
• Creditors

Rationale: The rule shields directors from liability for honest, informed

decisions made in good faith.

12. The duty of care requires directors to:

• Always follow shareholder wishes
• Act with care an ordinarily prudent person would use
• Avoid delegation
• / 4