As Passed by the Senate

135th General Assembly

Regular Session Sub. S. B. No. 130

2023-2024

Senator Wilson

Cosponsors: Senators Cirino, Craig, DeMora, Hackett, Hicks-Hudson, Ingram, Landis, Lang, Manning, Reineke, Sykes

A BILL

To amend sections 111.16, 147.01, 147.011, 147.03, 147.032, 147.051, 147.07, 147.08, 147.141, 147.371, 147.51, 147.52, 147.53, 147.542, 147.591, 147.60, 147.99, and 1706.712; to enact new section 147.54 and sections 147.49 and 147.50; and to repeal sections 147.13, 147.14, 147.54, and 147.541 of the Revised Code to amend the law regarding notaries public, to make changes to the Ohio Revised Limited Liability Company Act, and to make changes to fees charged by the Ohio Secretary of State.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

Section 1. That sections 111.16, 147.01, 147.011, 147.03, 147.032, 147.051, 147.07, 147.08, 147.141, 147.371, 147.51, 147.52, 147.53, 147.542, 147.591, 147.60, 147.99, and 1706.712 be amended and new section 147.54 and sections 147.49 and 147.50 of the Revised Code be enacted to read as follows:

Sec. 111.16. Except as provided in section 1701.041 of the Revised Code, the secretary of state shall charge and collect, for the benefit of the state, the following fees:

(A) For filing and recording articles of incorporation of a domestic corporation, including designation of agent:

(1) Wherein the corporation shall not be authorized to issue any shares of capital stock, ninety-nine dollars;

(2) Wherein the corporation shall be authorized to issue shares of capital stock, with or without par value:

(a) Ten cents for each share authorized up to and including one thousand shares;

(b) Five cents for each share authorized in excess of one thousand shares up to and including ten thousand shares;

(d) One cent for each share authorized in excess of fifty thousand shares up to and including one hundred thousand shares;

(e) One-half cent for each share authorized in excess of one hundred thousand shares up to and including five hundred thousand shares;

(f) One-quarter cent for each share authorized in excess of five hundred thousand shares; provided no fee shall be less than ninety-nine dollars or greater than one hundred thousand dollars.

(B) For filing and recording a certificate of amendment to or amended articles of incorporation of a domestic corporation, or for filing and recording a certificate of reorganization, a certificate of dissolution, or an amendment to a foreign license application:

(1) If the domestic corporation is not authorized to issue any shares of capital stock, fifty dollars;

(2) If the domestic corporation is authorized to issue shares of capital stock, fifty dollars, and in case of any increase in the number of shares authorized to be issued, a further sum computed in accordance with the schedule set forth in division (A)(2) of this section less a credit computed in the same manner for the number of shares previously authorized to be issued by the corporation; provided no fee under division (B)(2) of this section shall be greater than one hundred thousand dollars;

(3) If the foreign corporation is not authorized to issue any shares of capital stock, fifty dollars;

(4) If the foreign corporation is authorized to issue shares of capital stock, fifty dollars.

(C) For filing and recording articles of incorporation of a savings and loan association, ninety-nine dollars; and for filing and recording a certificate of amendment to or amended articles of incorporation of a savings and loan association, fifty dollars;

(D) For filing and recording a certificate of conversion, including a designation of agent, a certificate of merger, or a certificate of consolidation, ninety-nine dollars and, in the case of any new corporation resulting from a consolidation or any surviving corporation that has an increased number of shares authorized to be issued resulting from a merger, an additional sum computed in accordance with the schedule set forth in division (A)(2) of this section less a credit computed in the same manner for the number of shares previously authorized to be issued or represented in this state by each of the corporations for which a consolidation or merger is effected by the certificate;

(E) For filing and recording articles of incorporation of a credit union or the American credit union guaranty association, ninety-nine dollars, and for filing and recording a certificate of increase in capital stock or any other amendment of the articles of incorporation of a credit union or the association, fifty dollars;

(F) For filing and recording articles of organization of a limited liability company, for filing and recording an application to become a registered foreign limited liability company, for filing and recording a registration application to become a domestic limited liability partnership, or for filing and recording an application to become a registered foreign limited liability partnership, ninety-nine dollars;

(G) For filing and recording a certificate of limited partnership or an application for registration as a foreign limited partnership, or for filing an initial statement of partnership authority pursuant to section 1776.33 of the Revised Code, ninety-nine dollars;

(H) For filing a copy of papers evidencing the incorporation of a municipal corporation or of annexation of territory by a municipal corporation, five dollars, to be paid by the municipal corporation, the petitioners therefor, or their agent;

(I) For filing and recording any of the following:

(1) A license to transact business in this state by a foreign corporation for profit pursuant to section 1703.04 of the Revised Code or a foreign nonprofit corporation pursuant to section 1703.27 of the Revised Code, ninety-nine dollars;

(2) A biennial report or biennial statement pursuant to section 1775.63, 1776.83, or 1785.06 of the Revised Code, twenty-five dollars;

(3) Except as otherwise provided in this section or any other section of the Revised Code, any other certificate or paper that is required to be filed and recorded or is permitted to be filed and recorded by any provision of the Revised Code with the secretary of state, twenty-five dollars.

(J) For filing any certificate or paper not required to be recorded, five dollars;

(K)(1) For making copies of any certificate or other paper filed in the office of the secretary of state, a fee not to exceed one dollar per page, except as otherwise provided in the Revised Code, and for creating and affixing the seal of the office of the secretary of state to any good standing or other certificate, five dollars. For copies of certificates or papers required by state officers for official purpose, no charge shall be made.

(2) For creating and affixing the seal of the office of the secretary of state to the certificates described in division (E) of section 1701.81, division (E) of section 1701.811, division (E) of section 1705.38, division (E) of section 1705.381, division (D) of section 1702.43, division (E) of section 1775.47, division (E) of section 1775.55, division (E) of section 1776.70, division (E) of section 1776.74, division (E) of section 1782.433, or division (E) of section 1782.4310 of the Revised Code, twenty-five dollars.

(L) For a minister's license to solemnize marriages, ten dollars;

(M) For examining documents to be filed at a later date for the purpose of advising as to the acceptability of the proposed filing, fifty dollars;

(N) Fifty dollars for filing and recording any of the following:

(1) A certificate of dissolution and accompanying documents, or a certificate of cancellation, under section 1701.86, 1702.47, 1705.43, 1706.471, 1776.65, or 1782.10 of the Revised Code;

(2) A notice of dissolution of a foreign licensed corporation or a certificate of surrender of license by a foreign licensed corporation under section 1703.17 of the Revised Code;

(3) The withdrawal of registration of a foreign or domestic limited liability partnership under section 1775.61, 1775.64, 1776.81, or 1776.86 of the Revised Code, or the certificate of cancellation of registration of a foreign limited liability company under section 1705.57 or 1706.514 of the Revised Code;

(4) The filing of a statement of denial under section 1706.20 or 1776.34 of the Revised Code, a statement of dissociation under section 1776.57 of the Revised Code, a statement of disclaimer of general partner status under Chapter 1782. of the Revised Code, or a cancellation of disclaimer of general partner status under Chapter 1782. of the Revised Code, a statement of authority under section 1706.19 of the Revised Code, or an amendment or cancellation of a statement of authority under section 1706.19 of the Revised Code.

(O) For filing a statement of continued existence by a nonprofit corporation, twenty-five dollars;

(P) For filing a restatement under section 1705.08, 1706.161, or 1782.09 of the Revised Code, an amendment to a certificate of cancellation under section 1782.10 of the Revised Code, an amendment under section 1705.08, 1706.161, or 1782.09 of the Revised Code, or a correction under section 1705.55, 1706.173, ~~1706.511, 1706.513,~~ 1775.61, 1775.64, 1776.12, or 1782.52 of the Revised Code, fifty dollars;

(Q) For filing for reinstatement of an entity cancelled by operation of law, by the secretary of state, by order of the department of taxation, or by order of a court, twenty-five dollars;

(R) For filing and recording any of the following:

(1) A change of agent, resignation of agent, or change of agent's address under section 1701.07, 1702.06, 1703.041, 1703.27, 1705.06, 1705.55, 1706.09, 1746.04, 1747.03, 1776.07, or 1782.04 of the Revised Code, twenty-five dollars;

(2) A multiple change of agent name or address, standardization of agent address, or resignation of agent under section 1701.07, 1702.06, 1703.041, 1703.27, 1705.06, 1705.55, 1706.09, 1746.04, 1747.03, 1776.07, or 1782.04 of the Revised Code, one hundred twenty-five dollars, plus three dollars per entity record being changed, by the multiple agent update.

(S) For filing and recording any of the following:

(1) An application for the exclusive right to use a name or an application to reserve a name for future use under section 1701.05, 1702.05, 1703.31, 1705.05, 1706.07, or 1746.06 of the Revised Code, thirty-nine dollars;

(2) A trade name or fictitious name registration or report, thirty-nine dollars;

(3) An application to renew any item covered by division (S)(1) or (2) of this section that is permitted to be renewed, twenty-five dollars;

(4) An assignment of rights for use of a name covered by division (S)(1), (2), or (3) of this section, the cancellation of a name registration or name reservation that is so covered, or notice of a change of address of the registrant of a name that is so covered, twenty-five dollars.

(T) For filing and recording a report to operate a business trust or a real estate investment trust, either foreign or domestic, ninety-nine dollars; and for filing and recording an amendment to a report or associated trust instrument, or a surrender of authority, to operate a business trust or real estate investment trust, fifty dollars;

(U)(1) For filing and recording the registration of a trademark, service mark, or mark of ownership, one hundred twenty-five dollars;

(2) For filing and recording the change of address of a registrant, the assignment of rights to a registration, a renewal of a registration, or the cancellation of a registration associated with a trademark, service mark, or mark of ownership, twenty-five dollars.

(V) For filing a service of process with the secretary of state, five dollars per address to be served, except as otherwise provided in any section of the Revised Code.

Fees specified in this section may be paid by cash, check, or money order, by credit card in accordance with section 113.40 of the Revised Code, or by an alternative payment program in accordance with division (B) of section 111.18 of the Revised Code. Any credit card number or the expiration date of any credit card is not subject to disclosure under Chapter 149. of the Revised Code.

Sec. 147.01. (A) The secretary of state may appoint and commission as notaries public as many persons who meet the qualifications of division (B) of this section as the secretary of state considers necessary.

(B) In order for a person to qualify to be appointed and commissioned as a notary public, except as provided in division (F) of this section, the person shall demonstrate to the secretary of state that the person satisfies all of the following:

(1) The person has attained the age of eighteen years.

(2)(a) Except as provided in division (B)(2)(b) of this section, the person is a legal resident of this state.

(b) The person is not a legal resident of this state, but is an attorney admitted to the practice of law in this state by the Ohio supreme court, and has the person's principal place of business or the person's primary practice in this state.

(3)(a) Except as provided in division (B)(3)(b) of this section, the person has submitted a criminal records check report completed within the preceding six months in accordance with section 147.022 of the Revised Code demonstrating that the applicant has not been convicted of or pleaded guilty or no contest to a disqualifying offense as determined in accordance with section 9.79 of the Revised Code.

(b) A person that is an attorney admitted to the practice of law in this state or a peace officer shall not be required to submit a criminal records check when applying to be appointed a notary public.

(4)(a) Except as provided in divisions (B)(4)(b) and (c) of this section, the person has successfully completed an educational program and passed a test administered by the entities authorized by the secretary of state as required under section 147.021 of the Revised Code.

(b) An attorney who is commissioned as a notary public in this state prior to September 20, 2019, shall not be required to complete an education program or pass a test as required in division (B)(4)(a) of this section.

(c) Any attorney who applies to become commissioned as a notary public in this state after September 20, 2019, shall not be required to pass a test as required in division (B)(4)(a) of this section, but shall be required to complete an education program required by that division.

~~(C)~~ (C)(1) A notary public shall be appointed and commissioned as a notary public for the state. ~~The~~

(2) The secretary of state may revoke a commission issued to a notary public upon the judgment of a court or presentation of satisfactory evidence of official misconduct or incapacity.

(3) If the secretary of state revokes a person's commission, the person is ineligible for reappointment to the office of notary public.

(D) The secretary of state shall oversee the processing of notary public applications and shall issue all notary public commissions. The secretary of state shall oversee the creation and maintenance of the online database of notaries public commissioned in this state pursuant to section 147.051 of the Revised Code. The secretary of state may perform all other duties as required by this section. The entities authorized by the secretary of state pursuant to section 147.021 or 147.63 of the Revised Code shall administer the educational program and required test or course of instruction and examination, as applicable.

(E) All submissions to the secretary of state for receiving and renewing commissions, or notifications made under section 147.05 of the Revised Code, shall be done electronically.

(F) The secretary of state shall appoint and commission as a notary public for the state an applicant who is commissioned or licensed as a notary public in another state in accordance with Chapter 4796. of the Revised Code.

(G) Before entering upon the duties of office, a notary public shall personally appear before a notary public or any officer authorized by law to administer oaths, who shall administer an oath of office to the notary public.

Sec. 147.011. As used in this chapter:

(A) "Acknowledgment" means a declaration by an individual before a notary public that the individual has signed a record for the purpose stated in the record, and if the record is signed in a representative capacity, that the individual signed the record with proper authority and signed it as the act of the individual or entity identified in the record.

(B) "Criminal records check" has the same meaning as in section 109.572 of the Revised Code.

(1) The signer of the notarized document is required to give an oath or affirmation that the statement in the notarized document is true and correct;

(2) The signer signs the notarized document in the presence of a notary public.

(D) "Notarial certificate" means the part of, or attachment to, a document that is completed by the notary public and upon which the notary public places the notary public's signature and seal.

(E) "Peace officer" has the same meaning as in section 2935.01 of the Revised Code.

(F) "Notary public" means an officer of the state, commissioned to perform notarial acts by the secretary of state, or prior to June 6, 2001, by the governor. A notary public is not considered an occupation or profession under Title XLVII of the Revised Code, and a notary commission is not an occupational or professional license.

Sec. 147.03. Each notary public, except an attorney admitted to the practice of law in this state by the Ohio supreme court, shall hold office for the term of five years unless the commission is revoked. An attorney admitted to the practice of law in this state by the Ohio supreme court shall hold office as a notary public as long as the attorney is a resident of this state or has the attorney's principal place of business or primary practice in this state, the attorney is in good standing before the Ohio supreme court, and the commission is not revoked. ~~Before entering upon the duties of office, a notary public shall take and subscribe an oath to be endorsed on the notary public's commission.~~

A notary public who violates the oath of office required by this section shall be removed from office by the secretary of state, upon complaint filed and substantiated by the secretary of state. The person so removed shall be ineligible for reappointment to the office of notary public.

Sec. 147.032. (A)(1) If the secretary of state believes that a violation of this chapter has occurred, the secretary of state may investigate such violations.

(2) The secretary of state may investigate possible violations of this chapter upon a signed complaint from any person.

(B) ~~The secretary of state may hold a disciplinary hearing if the secretary of state determines a hearing to be appropriate after an investigation conducted under division (A) of this section.~~

~~(C) After holding an administrative hearing and concluding that a violation of this chapter has occurred,~~ After an investigation, the secretary of state may do take any of the following actions:

(1) Revoke the notary public's commission;

(2) Suspend the notary public's commission for a specified period of time or until fulfillment of a condition, such as retraining, or both.

(3) Issue a letter of admonition that shall be placed in the notary public's record.

(C) A notary public shall cooperate fully with the secretary of state during the course of an investigation under this section, including by responding in a timely manner to all questions posed by the secretary of state as part of that investigation. The secretary of state shall revoke the commission of a notary public who does not cooperate or respond to questions as required by this division.

(D) The secretary of state may revoke the commission of a notary public for any act or omission by the notary public that demonstrates the notary public lacks the requisite honesty, integrity, competence, or reliability to act as a notary public, including any of the following:

(1) Failure to administer an oath or affirmation when executing a jurat;

(2) Performing a notarial act without requiring personal appearance, except in the case of an online notary public performing an online notarization in accordance with sections 147.60 to 147.66 of the Revised Code;

(3) Fraudulent, dishonest, or deceitful misstatement or omission on a notarial certificate.

(E) A person whose notary commission has been revoked may not apply for a subsequent notary commission.

~~(E)~~ (F) The secretary of state may adopt rules under Chapter 119. of the Revised Code to set forth procedures for investigations and hearings regarding violations of this chapter and disciplinary actions taken.

~~(F)~~ (G) The secretary of state may establish an advisory board to meet as the secretary of state considers necessary to discuss matters related to notary law and procedures.

Sec. 147.051. The secretary of state shall maintain a database of notaries public on a publicly accessible web site. The web site shall provide all of the following information in relation to each notary public:

(A) ~~A verification of the authority and good standing of the individual~~ The status of an individual's authority to perform notarial acts;

(B) Whether the notary is ~~registered~~ authorized to perform online notarizations, as defined in section 147.60 of the Revised Code;

Sec. 147.07. A notary public may, throughout the state, administer oaths required or authorized by law, take and certify depositions, and take and certify acknowledgments of deeds, mortgages, liens, powers of attorney, and other instruments of writing. In taking depositions, a notary public shall have the power that is by law vested in judges of county courts to compel the attendance of witnesses and punish them for refusing to testify. Sheriffs and constables are required to serve and return all process issued by notaries public in the taking of depositionshas statewide jurisdiction.

Sec. 147.08. (A) A notary public is entitled to the following fees:

(1) Up to five dollars for any notarial act that is not an online notarization;

(2) For an online notarization, up to ~~twenty-five~~ thirty dollars.

(B) A notary charging the fee authorized under division (A)(2) of this section shall not also charge the fee authorized under division (A)(1) of this section.

(D) In addition to the fees authorized under division (A) of this section, a notary may charge a either or both of the following:

(1) A reasonable travel fee, as agreed to by the notary and the principal prior to the notarial act;

(2) A technology fee up to ten dollars for the use of an online notarization system when performing an online notarization, as defined in section 147.60 of the Revised Code. A notary may charge a technology fee regardless of whether the notarial act is completed, such as when a signer fails to pass the identification process in the online notarization system, but the total technology fee charged shall not exceed ten dollars per online notarization session.

(E) The secretary of state may adopt rules under Chapter 119. of the Revised Code to increase the fees authorized under this section.

Sec. 147.141. (A) A notary public shall not do any of the following:

(1) Perform a notarial act with regard to a record or document executed by the notary;

(2) Notarize the notary's own signature;

(3) Take the notary's own deposition;

(4) Perform a notarial act if the notary has a conflict of interest with regard to the transaction in question;

(5) Certify that a document is either of the following:

(a) An original document;

(b) A true copy of another record.

(6) Use a name or initial in signing certificates other than that by which the notary public is commissioned;

(7) Sign notarial certificates using a facsimile signature stamp unless the notary public has a physical disability that limits or prohibits the notary's ability to make a written signature and unless the notary has first submitted written notice to the secretary of state with an example of the facsimile signature stamp;

(8) Affix the notary's signature to a blank form of an affidavit or certificate of acknowledgment and deliver that form to another person with the intent that it be used as an affidavit or acknowledgment;

(9) Take the acknowledgment of, or administer an oath or affirmation to, a person who the notary public knows to have been adjudicated mentally incompetent by a court of competent jurisdiction, if the acknowledgment or oath or affirmation necessitates the exercise of a right that has been removed;

(10) Notarize a signature on a document if it appears that the person is mentally incapable of understanding the nature and effect of the document at the time of notarization;

(11) Alter anything in a written instrument after it has been signed by anyone;

(12) Amend or alter a notarial certificate after the notarization is complete;

(13) Notarize a signature on a document if the document is incomplete or blank;

(14) Notarize a signature on a document if it appears that the signer may be unduly influenced or coerced so as to be restricted from or compromised in exercising the person's own free will when signing the document;

(15) Take an acknowledgment of execution in lieu of an oath or affirmation if an oath or affirmation is required;

(16) Execute a jurat without administering an oath or affirmation to the signer;

(17) Determine the validity of a power of attorney document or any other form designating a representative capacity, such as trustee, authorized officer, agent, personal representative, or guardian, unless that notary is an attorney licensed to practice law in this state;

(18) Charge or accept a fee greater than the amount prescribed by law.

(B) Division (A)(5) of this section shall not be construed as prohibiting a notary from notarizing the signature of a holder of a document on a written statement certifying that the document is a true copy of an original document.

(1) The notary has a direct financial or other interest in the transaction in question, excluding the fees authorized under this chapter.

(2) The notary is named, individually or as a grantor, grantee, mortgagor, mortgagee, trustor, trustee, beneficiary, vendor, lessor, or lessee, or as a party in some other capacity to the transaction.

Sec. 147.371. (A) Upon receipt of a fee of two dollars ~~and an affidavit that the original commission of a notary public has been lost or destroyed~~and submission of the electronic duplicate commission request form, a duplicate commission as notary public shall be issued by the secretary of state.

(B) Upon receipt of a fee of two dollars and ~~the properly completed, prescribed form~~ submission of the electronic amendment form for a name ~~and address~~ change under division (B) of section 147.05 of the Revised Code, the secretary of state shall issue a duplicate commission as a notary public.

(C) The secretary of state shall prescribe and make available an electronic duplicate commission request form and an electronic amendment form.

Sec. 147.49. (A) A notary public who takes an acknowledgment of a record shall determine, from personal knowledge or satisfactory evidence of the identity of the person acknowledging, that the person appearing before the notary public and making the acknowledgment has the identity claimed and that the signature on the record is the signature of the person.

(B) A notary public who takes a verification of a statement on oath or affirmation, a jurat, shall determine from personal knowledge or satisfactory evidence of the identity of the person making the verification, that the person appearing before the notary public and making the verification has the identity claimed and that the signature on the statement verified is the signature of the person.

Sec. 147.50. (A) A notary public has personal knowledge of the identity of the person appearing before the notary public if the person is personally known to the notary public through dealings sufficient to provide reasonable certainty that the person has the identity claimed.

(B) A notary public has satisfactory evidence of the identity of the person appearing before the notary public if the notary public can identify the person by either of the following means:

(1) An inspection of a passport, driver's license, government-issued nondriver identification card, or other form of government-issued identification with the signature or photograph of the individual, which is current or expired not more than three years before performance of the notarial act, and is satisfactory to the notary public;

(2) By verification on oath or affirmation of a credible witness personally appearing before the notary public and personally known to the notary public or whom the notary public can identify on the basis of a passport, driver's license, or other government-issued nondriver identification card, which is current or expired not more than three years before performance of the notarial act. A witness is not credible if the witness has a conflict of interest regarding the transaction.

(C) A notary public may require a person to provide additional information or identification credentials necessary to assure the notary public of the identity of the person.

(D) As used in this section, "conflict of interest" means either of the following:

(1) The person has a direct financial or other interest in the transaction in question.

(2) The person is named, individually or as a grantor, grantee, mortgagor, mortgagee, trustor, trustee, beneficiary, vendor, lessor, or lessee, or as a party in some other capacity to the transaction.

Sec. 147.51. For the purposes of sections 147.51 to 147.58 of the Revised Code, "notarial acts" means acts which the laws and regulations of this state authorize notaries public of this state to perform, including the administration of oaths and affirmations, taking proof of execution and acknowledgment of instruments, attesting documents, and executing a jurat.

(A) A notary public, or any other individual with similar authority under this section, is authorized to perform the following notarial acts:

(1) Administer oaths or affirmations required or authorized by law;

(2) Take and certify acknowledgments of deeds, mortgages, liens, powers of attorney, and other instruments of writing;

(3) Take and certify depositions. In taking depositions, a notary public shall have the power that is by law vested in judges of county courts to compel the attendance of witnesses and punish them for refusing to testify. Sheriffs and constables are required to serve and return all process issued by notaries public in the taking of depositions.

(B) Notarial acts may be performed outside this state for use in this state with the same effect as if performed by a notary public of this state by the following persons authorized pursuant to the laws and regulations of other governments, in addition to any other persons authorized by the laws and regulations of this state:

~~(A)~~ (1) A notary public authorized to perform notarial acts in the place in which the act is performed;

~~(B)~~ (2) A judge, clerk, or deputy clerk of any court of record in the place in which the notarial act is performed;

~~(C)~~ (3) An officer of the foreign service of the United States, a consular agent, or any other person authorized by regulation of the United States department of state to perform notarial acts in the place in which the act is performed;

~~(D)~~ (4) A commissioned officer in active service with the armed forces of the United States and any other person authorized by regulation of the armed forces to perform notarial acts if the notarial act is performed for one of the following or for a dependent of one of the following:

~~(1)~~ (a) A member of the merchant marines of the United States;

~~(2)~~ (b) A member of the armed forces of the United States;

~~(3)~~ (c) Any other person serving with or accompanying the armed forces of the United States.

~~(E)~~ (5) Any other person authorized to perform notarial acts in the place in which the act is performed.

Sec. 147.52. (A) If the notarial act is performed by any of the persons described in divisions (A) ~~to (D)~~ and (B) of section 147.51 of the Revised Code, other than a person authorized to perform notarial acts by the laws or regulations of a foreign country, the signature, rank, or title and serial number, if any, of the person are sufficient proof of the authority of a holder of that rank or title to perform the act. Further proof of ~~his~~ the person's authority is not required.

(B) If the notarial act is performed by a person authorized by the laws or regulations of a foreign country to perform the act, there is sufficient proof of the authority of that person to act if:

(1) Either a foreign service officer of the United States residing in the country in which the act is performed or a diplomatic or consular officer of the foreign country residing in the United States certifies that a person holding that office is authorized to perform the act;

(2) The official seal of the person performing the notarial act is affixed to the document; or

(3) The title and indication of authority to perform notarial acts of the person appears either in a digest of foreign law or in a list customarily used as a source of such information.

(C) If the notarial act is performed by a person other than one described in divisions (A) and (B) of this section, there is sufficient proof of the authority of that person to act if the clerk of a court of record in the place in which the notarial act is performed certifies to the official character of that person and to ~~his~~ that person's authority to perform the notarial act.

(D) The signature and title of the person performing the act are prima-facie evidence that he the person is a person with the designated title and that the signature is genuine.

Sec. 147.53. (A) The person taking an acknowledgment shall certify that:

~~(A) The~~ the person acknowledging appeared before ~~him~~ the notary public and acknowledged ~~he executed~~ executing the instrument;.

(B) The person acknowledging was known to the person taking the acknowledgment, or that the person taking the acknowledgment had satisfactory evidence that the person acknowledging was the person described in and who executed the instrumentwords in an acknowledgment notarial certificate "acknowledged before me" mean that:

(1) The person acknowledging appeared before the person taking the acknowledgment;

(2) The person acknowledging acknowledged executing the instrument;

(3) In the case of:

(a) A natural person, the person executed the instrument for the purposes therein stated;

(b) A corporation, the officer or agent acknowledged holding the position or title set forth in the instrument and certificate, the officer or agent signed the instrument on behalf of the corporation by proper authority, and the instrument was the act of the corporation for the purpose therein stated;

(c) A limited liability company, the member, manager, or agent acknowledged signing the instrument on behalf of the limited liability company by proper authority and the member, manager, or agent executed the instrument as the act of the limited liability company for the purposes therein stated;

(d) A partnership, the partner or agent acknowledged signing the instrument on behalf of the partnership by proper authority and the partner or agent executed the instrument as the act of the partnership for the purposes therein stated;

(e) A person acknowledging as principal by an attorney in fact, the attorney in fact executed the instrument by proper authority as the act of the principal for the purposes therein stated;

(f) A person acknowledging as a public officer, trustee, administrator, guardian, or other representative, the person signed the instrument by proper authority and the person executed the instrument in the capacity and for the purposes stated.

(4) The person taking the acknowledgment either knew or had satisfactory evidence that the person acknowledging was the person named in the instrument or certificate.

Sec. 147.54. (A) The person executing a jurat shall certify all of the following:

(1) The signer appeared before the notary public;

(2) The notary public administered an oath or affirmation to the signer that the statement in the jurat is true and correct;

(3) The signer signed the document in the presence of the notary public.

(B) The oath or affirmation administered by the notary public to the signer of a jurat shall include one of the following questions, or substantially similar questions:

(1) "Do you solemnly swear that the statements in this document are true, so help you God?"

(2) "Do you affirm, under penalty of perjury, that the statements in this document are true?"

Sec. 147.542. (A) A notary public shall provide a completed notarial certificate for every notarial act the notary public performs.

(B) If a notarial certificate incorrectly indicates the type of notarization performed, the notary public shall provide a correct certificate at no charge to the person signing in question.

(C) ~~A jurat certificate shall state that an oath or affirmation was administered to the signer with regard to the notarial act~~The form of a notarial certificate used by a person whose authority is recognized under section 147.51 of the Revised Code shall be accepted in this state if any of the following apply:

(1) The notarial certificate is in a form prescribed by the laws or regulations of this state;

(2) The notarial certificate is in a form prescribed by the laws or regulations applicable in the place in which the notarial act is performed;

(3) The certificate contains the words:

(a) "Acknowledged before me," or their substantial equivalent, when taking an acknowledgment;

(b) "Sworn to and subscribed before me," "affirmed to and subscribed before me," or their substantial equivalent, when executing a jurat.

(D)(1) A notary public shall not use an acknowledgment certificate with regard to a notarial act in which an oath or affirmation has been administered.

(2) A notary public shall not use a jurat certificate with regard to a notarial act in which an oath or affirmation has not been administered.

(E) A certificate required under this section may be provided through any of the following means:

(1) Preprinting on a notarial document;

(2) Ink stamp;

(3) Handwritten note;

(4) A separate, attached document.

(F) A notarial certificate shall show all of the following information:

(1) The state and county venue where the notarization is being performed;

(2) The wording of the acknowledgment or jurat in question;

(3) The date on which the notarial act was performed;

(4) The signature of the notary, exactly as shown on the notary's commission;

(5) The notary's printed name, displayed below the notary's signature or inked stamp;

(6) The notary's notarial seal and commission expiration date;

(7) If an electronic document was signed in the physical presence of a notary and notarized pursuant to section 147.591 of the Revised Code, or if an online notarization was performed pursuant to sections 147.60 to 147.66 of the Revised Code, the certificate shall include a statement to that effect.

(G) A notary public may explain to a signer the difference between an acknowledgment and a jurat, but shall not, unless that notary is an attorney, advise the person on the type of notarial act that best suits a situation.

Sec. 147.591. (A) As used in this section, "electronic document," "electronic seal," "electronic signature," and "online notarization" have the same meanings as in section 147.60 of the Revised Code.

(B)(1) An electronic document that is signed in the physical presence of the notary public with an electronic signature and notarized with an electronic seal shall be considered an original document.

(2) Notwithstanding any other provision of the Revised Code to the contrary, a digital copy of a document executed electronically by the parties and acknowledged or sworn before a notary acting pursuant to this section shall be accepted by county auditors, clerks of courts of record, deputy registrars, engineers, and recorders for purposes of approval, transfer, and recording to the same extent as any other document that is submitted by an electronic recording method and shall not be rejected solely by reason of containing electronic signatures or an electronic notarization, including an online notarization.

(3) A county auditor, clerk of a court of record, deputy registrar, engineer, and recorder shall accept a printed document that was executed electronically for purposes of approval, transfer, and recording if that document contains an attached authenticator certificate in the following, or a substantially similar, format:

"AUTHENTICATOR CERTIFICATE

I certify and warrant that the foregoing and annexed paper document being presented for record, to which this certification is attached, represents a true, exact, complete, and unaltered copy of the original electronic document. The county offices of the auditor, treasurer, recorder, and others necessary to effectuate the transfer and recording of the instrument shall be entitled to rely on such certification and warranty for all purposes.

________________________[signature of authenticator]

________________________[printed name of authenticator]

________________________[street address of authenticator]

________________________[city, state, zip code of - authenticator]

________________________[telephone number of - authenticator]

	1	2
A	State of ____________________	)
B		):ss
C	County of ___________________	)

The foregoing authenticator certificate was subscribed and sworn to in my presence by _________________________ [printed name of authenticator] on this ____ day of ________, 20___

_______________________

Notary Public"

(C) An authenticator certificate may not be signed or notarized with an electronic signature or electronic seal, either in person or through the use of an online notarization system.

(D) Any notary public may obtain an electronic seal and an electronic signature for the purposes of notarizing documents under this section.

~~(D)~~ (E) A notary public shall comply with the provisions of section 147.66 of the Revised Code pertaining to the electronic seal and electronic signature.

Sec. 147.60. As used in this section and sections 147.61 to 147.66 of the Revised Code:

(A) "Appear in person" means being in the same physical location as another person and being close enough to hear, communicate with, and exchange tangible identification credentials with that individual. "Appear in person" also means being in a different location as another person and interacting with that individual by means of live two-way, audio-video communication.

(B) "Credential analysis" means a process or service operating according to standards adopted by the secretary of state under section 147.62 of the Revised Code through which a third person affirms the validity of a government-issued identification credential through review of public and proprietary data sources.

(C) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(D) "Electronic document" means information that is created, generated, sent, communicated, received, or stored in an electronic medium and is retrievable in perceivable form.

(E) "Electronic seal" means information within a notarized electronic document to which all of the following apply:

(1) The information confirms the notary public's name, jurisdiction, and commission expiration date.

(2) The information generally corresponds to the contents, layout, and format of the notary public's seal for use on paper documents, as required under section 147.04 of the Revised Code.

(F) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with an electronic document and executed or adopted by a natural person with the intent to sign the electronic document.

(G) "Identity proofing" means a process or service operating according to standards adopted by the secretary of state under section 147.62 of the Revised Code through which a third person affirms the identity of a natural person through the review of personal information from public and proprietary data sources.

(H) "Notarial act" means the performance of a function authorized under ~~sections 147.07 and~~ section 147.51 of the Revised Code. "Notarial act" does not include the taking or certifying of depositions.

(I) "Online notarization" means a notarial act performed by means of live two-way video and audio conference technology that conforms to the standards adopted by the secretary of state under section 147.62 of the Revised Code.

(J) "Online notary public" means a notary public who has been duly appointed and commissioned under section 147.01 of the Revised Code and has received authorization by the secretary of state under section 147.63 of the Revised Code to perform online notarizations.

(K) "Principal" means a natural person whose electronic signature is notarized in an online notarization, or the natural person taking an oath or affirmation from the online notary public. "Principal" does not include a natural person taking an oath or giving an affirmation in the capacity of a witness for the online notarization.

(L) "Remote presentation" means transmission to an online notary public through live two-way video and audio conference technology of an image of a government-issued identification credential that is of sufficient quality to enable the online notary public to identify the principal seeking the online notary public's services and to perform credential analysis.

(M) "Territory of the United States" means the United States, Puerto Rico, the United States Virgin Islands, and any territory, insular possession, or other location subject to the jurisdiction of the United States.

Sec. 147.99. ~~(A)~~ Whoever violates section 147.10 of the Revised Code shall be fined not more than five hundred dollars.

~~(B) Whoever violates section 147.14 of the Revised Code shall be fined not more than one hundred dollars or imprisoned not more than thirty days, or both.~~

Sec. 1706.712. (A) After each constituent entity has approved the agreement of merger, a certificate of merger shall be signed on behalf of both of the following:

(1) Each constituent limited liability company, as provided in division (A) of section 1706.17 of the Revised Code;

(2) Each other constituent entity, as provided in its governing statute.

(B) A certificate of merger under this section shall include all of the following:

(1) The name and form of each constituent entity, the jurisdiction of its governing statute, and its registration number, if any, as it appears on the records of the secretary of state;

(2) The name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created pursuant to the merger, a statement to that effect;

(3) The date the merger is effective under the governing statute of the surviving entity;

(4) The name and mailing address of the person or entity that is to provide, in response to any written request made by a shareholder, partner, or other equity holder of a constituent entity, a copy of the agreement of merger.

~~(4)~~ (5) If the surviving entity is to be created pursuant to the merger:

(a) If it will be a limited liability company, the limited liability company's articles of organization;

(b) If it will be an entity other than a limited liability company, any organizational document that creates the entity that is required to be in a public record.

~~(5)~~ (6) If the surviving entity exists before the merger, any amendments provided for in the agreement of merger for the organizational document that created the entity that are in a public record;

~~(6)~~ (7) A statement as to each constituent entity that the merger was approved as required by the entity's governing statute;

~~(7)~~ (8) If the surviving entity is a foreign entity not authorized to transact business in this state, the street address of its statutory agent;

~~(8)~~ (9) Any additional information required by the governing statute of any constituent entity.

(C) Each constituent limited liability company shall deliver the certificate of merger for filing in the office of the secretary of state.

(D) A merger becomes effective under sections 1706.71 to 1706.74 of the Revised Code as follows:

(1) If the surviving entity is a limited liability company, upon the later of the following:

(a) Compliance with division (C) of this section;

(b) As specified in the certificate of merger.

(2) If the surviving entity is not a limited liability company, as provided by the governing statute of the surviving entity.

Section 2. That existing sections 111.16, 147.01, 147.011, 147.03, 147.032, 147.051, 147.07, 147.08, 147.141, 147.371, 147.51, 147.52, 147.53, 147.542, 147.591, 147.60, 147.99, and 1706.712 of the Revised Code are hereby repealed.

Section 3. That sections 147.13, 147.14, 147.54, and 147.541 of the Revised Code are hereby repealed.

Section 4. Section 147.01 of the Revised Code is presented in this act as a composite of the section as amended by both H.B. 567 and S.B. 131 of the 134th General Assembly. The General Assembly, applying the principle stated in division (B) of section 1.52 of the Revised Code that amendments are to be harmonized if reasonably capable of simultaneous operation, finds that the composite is the resulting version of the section in effect prior to the effective date of the section as presented in this act.