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Ohio Revised Code

Ohio Rev. Code § 2901.23 (2026)

Criminal liability of organizations

✓ current as of May 2026
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Effective:
May 22, 2012
Latest Legislation:
House Bill 267 - 129th General Assembly
PDF:
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(A) An organization may be convicted of an offense under any of the following circumstances:

(1) The offense is a minor misdemeanor committed by an officer, agent, or employee of the organization acting in its behalf and within the scope of the officer's, agent's, or employee's office or employment, except that if the section defining the offense designates the officers, agents, or employees for whose conduct the organization is accountable or the circumstances under which it is accountable, those provisions shall apply.

(2) A purpose to impose organizational liability plainly appears in the section defining the offense, and the offense is committed by an officer, agent, or employee of the organization acting in its behalf and within the scope of the officer's, agent's, or employee's office or employment, except that if the section defining the offense designates the officers, agents, or employees for whose conduct the organization is accountable or the circumstances under which it is accountable, those provisions shall apply.

(3) The offense consists of an omission to discharge a specific duty imposed by law on the organization.

(4) If, acting with the kind of culpability otherwise required for the commission of the offense, its commission was authorized, requested, commanded, tolerated, or performed by the board of directors, trustees, partners, or by a high managerial officer, agent, or employee acting in behalf of the organization and within the scope of such a board's or person's office or employment.

(B) If strict liability is imposed for the commission of an offense, a purpose to impose organizational liability shall be presumed, unless the contrary plainly appears.

(C) In a prosecution of an organization for an offense other than one for which strict liability is imposed, it is a defense that the high managerial officer, agent, or employee having supervisory responsibility over the subject matter of the offense exercised due diligence to prevent its commission. This defense is not available if it plainly appears inconsistent with the purpose of the section defining the offense.

(D) As used in this section, "organization" means a corporation for profit or not for profit, partnership, limited partnership, joint venture, unincorporated nonprofit association, estate, trust, or other commercial or legal entity. "Organization" does not include an entity organized as or by a governmental agency for the execution of a governmental program.
Notes of Decisions
Cited in 41 cases (4 in the last 5 years), 1957–2026 · leading case: City of Akron v. Holland Oil Co., 765 N.E.2d 979 (Ohio Ct. App. 2001).
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City of Akron v. Holland Oil Co., 765 N.E.2d 979 (Ohio Ct. App. 2001). · cites it 24× “At the commencement of trial, the city moved to vacate the order amending the charge to R.C. 2901.23, and to proceed with the charge as originally filed under R.”
Willowick Bldg. Dept. v. Shoregate Towers NS, L.L.C., 2024 Ohio 5650 (Ohio Ct. App. 2024). · cites it 10× “His employer, a corporation, was charged through R.C. 2901.23 with menacing in violation of R.”
State v. CECOS Int'l, Inc., 526 N.E.2d 807 (Ohio 1988). · cites it 5× “In R.C. 2901.23, the General Assembly carefully identified which employees may create criminal liability for a business entity.”
Preterm-Cleveland, Inc. v. Kasich (Slip Opinion), 2018 Ohio 441 (Ohio 2018). · cites it 2× “It also maintains it would be subject to organizational criminal liability pursuant to R.C. 2901.23(A)(4) if Harrington failed to conform its policies and protocols to the requirements of the Heartbeat Provisions.”
City of Akron v. Holland Oil Co., 809 N.E.2d 666 (Ohio 2004). · cites it 5× “{¶ 7} Organizations may be held criminally liable for the actions of their employees when “[a] purpose to impose organizational liability plainly appears in the section defining the offense, and the offense is committed by an officer, agent, or employee of the organization…”
State v. Beehive Ltd. P'ship, 627 N.E.2d 592 (Ohio Ct. App. 1993). · cites it 5× “Beehive cites R.C. 2901.23 for the first time on appeal and claims that its jury convictions for forgery, uttering and tampering with records are inconsistent with the acquittal of defendant’s sole general partner Walter Burks on the same charges.”
City of Akron v. Holland Oil Co., 775 N.E.2d 574 (Ohio Ct. App. 2002). · cites it 14× “Holland has argued that the principles of respondeat superior applied by these cases are inapplicable to criminal prosecutions of organizations pursuant to R.C 2901.23. {¶ 36} In support of its position, Holland has cited Anderson v.”
Garrett v. Fisher Titus Hosp., 318 F. Supp. 2d 562 (N.D. Ohio 2004). · cites it 4× “Plaintiff has filed the instant action alleging false arrest and malicious prosecution, intentional infliction of emotional distress, abuse of process, slander and libel, organizational liability against Fisher-Titus pursuant to O.R.C. § 2901.23, civil conspiracy and violation…”
Fortune v. Commonwealth, 406 S.E.2d 47 (Va. Ct. App. 1991). “At the time of the opinion, Ohio’s conspiracy statute, Ohio Rev. Code Ann. § 2901.23 , stated, “‘[n]o person, with purpose to commit [designated felony offenses] .”
City of Brook Park v. Americargo, Inc., 570 N.E.2d 290 (Ohio Ct. App. 1989). · cites it 3× “01, titled organizational criminal liability, is patterned and adopted directly from R.C. 2901.23. The purpose of the aforesaid ordinance and statute is to provide for the attachment of criminal liability to an organization, corporation, partnership, or legal entity.”
Brownsburg Cmty. Sch. Corp. v. Natare Corp., 824 N.E.2d 336 (Ind. 2005). “1-01 (2003); Ohio Rev.Code Ann. § 2901.23(D) (2004); 18 Pa.”
State v. Deboard, 187 N.E.2d 83 (Ohio Ct. App. 1962). · cites it 4× “The defendant was indicted by the September 1961 Grand Jury of Highland County, Ohio, for violation of Section 2901.23 of the Revised Code. This section defines the crime of maliciously shooting with intent to kill or wound.”
Show all 41 citing cases →
— Ohio Rev. Code § 2901.23(A) — 6 cases
City of Akron v. Holland Oil Co., 765 N.E.2d 979 (Ohio Ct. App. 2001). “At the commencement of trial, the city moved to vacate the order amending the charge to R.C. 2901.23, and to proceed with the charge as originally filed under R.”
Burrs v. Burrs, 585 N.E.2d 918 (Ohio Ct. App. 1991).
State v. Stirnkorb, 580 N.E.2d 69 (Ohio Ct. App. 1990).
City of Akron v. Holland Oil Co., 775 N.E.2d 574 (Ohio Ct. App. 2002). “Holland has argued that the principles of respondeat superior applied by these cases are inapplicable to criminal prosecutions of organizations pursuant to R.C 2901.23. {¶ 36} In support of its position, Holland has cited Anderson v.”
Cleveland v. Blue Spruce Entities, L.L.C., 2011 Ohio 1932 (Ohio Ct. App. 2011).
— Ohio Rev. Code § 2901.23(A)(1) — 1 case
Cleveland v. Blue Spruce Entities, L.L.C., 2011 Ohio 1932 (Ohio Ct. App. 2011).
— Ohio Rev. Code § 2901.23(A)(2) — 5 cases
City of Akron v. Holland Oil Co., 809 N.E.2d 666 (Ohio 2004). “{¶ 7} Organizations may be held criminally liable for the actions of their employees when “[a] purpose to impose organizational liability plainly appears in the section defining the offense, and the offense is committed by an officer, agent, or employee of the organization…”
City of Akron v. Holland Oil Co., 775 N.E.2d 574 (Ohio Ct. App. 2002). “Holland has argued that the principles of respondeat superior applied by these cases are inapplicable to criminal prosecutions of organizations pursuant to R.C 2901.23. {¶ 36} In support of its position, Holland has cited Anderson v.”
City of Akron v. Holland Oil Co., 765 N.E.2d 979 (Ohio Ct. App. 2001). “At the commencement of trial, the city moved to vacate the order amending the charge to R.C. 2901.23, and to proceed with the charge as originally filed under R.”
City of Maple Heights v. Ephraim, 898 N.E.2d 974 (Ohio Ct. App. 2008).
Cleveland v. Blue Spruce Entities, L.L.C., 2011 Ohio 1932 (Ohio Ct. App. 2011).
— Ohio Rev. Code § 2901.23(A)(3) — 3 cases
Willowick Bldg. Dept. v. Shoregate Towers NS, L.L.C., 2024 Ohio 5650 (Ohio Ct. App. 2024). “His employer, a corporation, was charged through R.C. 2901.23 with menacing in violation of R.”
Burrs v. Burrs, 585 N.E.2d 918 (Ohio Ct. App. 1991).
Cleveland v. Blue Spruce Entities, L.L.C., 2011 Ohio 1932 (Ohio Ct. App. 2011).
— Ohio Rev. Code § 2901.23(A)(4) — 9 cases
Preterm-Cleveland, Inc. v. Kasich (Slip Opinion), 2018 Ohio 441 (Ohio 2018). “It also maintains it would be subject to organizational criminal liability pursuant to R.C. 2901.23(A)(4) if Harrington failed to conform its policies and protocols to the requirements of the Heartbeat Provisions.”
State v. CECOS Int'l, Inc., 526 N.E.2d 807 (Ohio 1988). “In R.C. 2901.23, the General Assembly carefully identified which employees may create criminal liability for a business entity.”
State v. Kpoto, 2020 Ohio 3866 (Ohio Ct. App. 2020).
State v. Black on Black Crime, Inc., 736 N.E.2d 962 (Ohio Ct. App. 1999).
Grace v. Thomason Nissan, 76 F. Supp. 2d 1083 (D. Or. 1999).
— Ohio Rev. Code § 2901.23(AX4) — 1 case
State v. Wintersong Vill. of Delaware, Inc., 591 N.E.2d 291 (Ohio Ct. App. 1990).
— Ohio Rev. Code § 2901.23(B) — 4 cases
City of Akron v. Holland Oil Co., 765 N.E.2d 979 (Ohio Ct. App. 2001). “At the commencement of trial, the city moved to vacate the order amending the charge to R.C. 2901.23, and to proceed with the charge as originally filed under R.”
City of Akron v. Holland Oil Co., 809 N.E.2d 666 (Ohio 2004). “{¶ 7} Organizations may be held criminally liable for the actions of their employees when “[a] purpose to impose organizational liability plainly appears in the section defining the offense, and the offense is committed by an officer, agent, or employee of the organization…”
City of Akron v. Holland Oil Co., 775 N.E.2d 574 (Ohio Ct. App. 2002). “Holland has argued that the principles of respondeat superior applied by these cases are inapplicable to criminal prosecutions of organizations pursuant to R.C 2901.23. {¶ 36} In support of its position, Holland has cited Anderson v.”
Cleveland v. Blue Spruce Entities, L.L.C., 2011 Ohio 1932 (Ohio Ct. App. 2011).
— Ohio Rev. Code § 2901.23(C) — 1 case
City of Akron v. Holland Oil Co., 809 N.E.2d 666 (Ohio 2004). “{¶ 7} Organizations may be held criminally liable for the actions of their employees when “[a] purpose to impose organizational liability plainly appears in the section defining the offense, and the offense is committed by an officer, agent, or employee of the organization…”
— Ohio Rev. Code § 2901.23(D) — 4 cases
Brownsburg Cmty. Sch. Corp. v. Natare Corp., 824 N.E.2d 336 (Ind. 2005). “1-01 (2003); Ohio Rev.Code Ann. § 2901.23(D) (2004); 18 Pa.”
State v. Beehive Ltd. P'ship, 627 N.E.2d 592 (Ohio Ct. App. 1993). “Beehive cites R.C. 2901.23 for the first time on appeal and claims that its jury convictions for forgery, uttering and tampering with records are inconsistent with the acquittal of defendant’s sole general partner Walter Burks on the same charges.”
State v. Black on Black Crime, Inc., 736 N.E.2d 962 (Ohio Ct. App. 1999).
State v. Worsencroft, 653 N.E.2d 746 (Ohio Ct. App. 1995).
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