Opinion No. 73-285 (1973) Ag ( 1973 )

The Secretary may Promulgate such procedural rules as are reasonably necessary to carry out the provisions of 18 Ohio St. 1.204 [18-1.204](a) (1971) and 18 Ohio St. 1.17 [18-1.17] as amended, by Senate Bill 192 which makes the Secretary of State service agent for foreign corporations doing business in the State of Oklahoma. May the Secretary of State for foreign corporations pursuant to provisions of Senate Bill 192 amending 18 Ohio St. 1.17 [18-1.17] (1971) and 18 Ohio St. 1.204a [18-1.204a] (1971)? Title 18 Ohio St. 1.206 [18-1.206] (1971) sets forth the powers and duties of the Secretary of State pursuant to the Business Corporation Act with which we are herein concerned, and reads in pertinent part as follows: "a. It shall be the duty of the Secretary of State to promptly and efficiently administer the functions imposed upon his office by the provisions of this Act, and he shall have the powers and authority reasonably necessary to enable him to administer this Act efficiently and to perform all duties herein imposed upon him." Title 18 Ohio St. 661 [18-661] through 18 Ohio St. 663 [18-663] (1971) originally set forth the procedural guidelines for the Secretary of State in handling the service of process against foreign corporations. These Sections were repealed by House Bill No. 1107 of the Second Regular Session of the Thirty-third Legislature amending 12 Ohio St. 173 [12-173] and 12 Ohio St. 187 [12-187] (1971). This Bill sets forth no specific procedures by which the Secretary of State should, subsequent to the repeal of Sections 661 through 663, perform his duties to act as service agent for foreign corporations. It should also be noted that this same House Bill No. 1107 repealed 52 Ohio St. 504 [52-504] and 52 Ohio St. 505 [52-505] (1971) which previously set forth the procedures by which the Secretary of State acted as service agent for nonresident oil and gas leaseholders. We therefore, at the present time, have the anomaly of the Secretary of State having the duty and responsibility to act as the service agent for foreign corporations, with no statutory guidelines as to the means by which he will effectuate such duties. As there are no specific statutory procedures for the Secretary of State to follow in this matter, it becomes necessary, under the requirements of 18 Ohio St. 1.206 [18-1.206] (1971) set forth above, for him to adopt such procedures as are reasonably necessary to carry out his duties as service agent. Examples of reasonable procedures would include such items as requiring three copies of all process served on the Secretary of State, directives for maintaining a process book, and other procedures previously explicitly set forth in the repealed sections. It is, therefore, the opinion of the Attorney General that your question must be answered in the affirmative. The Secretary of State may promulgate such procedural rules as are reasonably necessary to carry out the provisions of 18 Ohio St. 1.204a [18-1.204a] (1971) and 18 Ohio St. 1.17 [18-1.17] (1971) as amended by Senate Bill 192, which statutes designate the Secretary of State as the service agent for foreign corporations doing business in the State of Oklahoma (James R. Barnett)