Ohio Revised Code Search

...This chapter may be cited as the "Ohio Revised Limited Liability Company Act."

...o (3) of section 1706.16 of the Revised Code, upon the filing of the articles; (2) A limited liability company's dissolution, ninety days after a certificate of dissolution under section 1706.471 of the Revised Code becomes effective; (3) A limited liability company's merger or conversion, ninety days after a certificate of merger under section 1706.712 of the Revised Code or certificate of conversion under secti...

...(A) A limited liability company is a separate legal entity. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. (B) A limited liability company has perpetual duration.

...(A) A limited liability company may carry on any lawful activity, whether or not for profit. (B) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its operating agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the bu...

...ns 1309.406 and 1309.408 of the Revised Code do not apply to any interest in a limited liability company, including all rights, powers, and interests arising under an operating agreement or this chapter. This division prevails over those sections, and is expressly intended to permit the enforcement of the provisions of an operating agreement that would otherwise be ineffective under those sections. (E) This chapter...

...The law of this state governs all of the following: (A) The organization and internal affairs of a limited liability company; (B) The liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company; (C) The authority of the members and agents of a limited liability company; (D) The availability of the assets of a limited liability company or series thereof for...

...82, 1705.36, and 1705.37 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office the articles of organization of a limited liability company if the company name set forth in the articles is not distinguishable on the records of the secretary of state from the name of any of the following: (1) Any other limited liability company, whether the name is of a domestic li...

...n (A) of section 1706.04 of the Revised Code; (2) Except as otherwise provided in division (B) of section 1706.082 of the Revised Code, restrict the rights under this chapter of a person other than a member, dissociated member, or assignee; (3) Vary the power of a court under section 1706.171 of the Revised Code; (4) Eliminate the implied covenant of good faith and fair dealing; (5) Eliminate or limit the lia...

... (A) of section 1706.281 of the Revised Code. (C) Two or more persons intending to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement will become its operating agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the lim...

...(A) An operating agreement may be amended upon the consent of all the members of a limited liability company or in such other manner authorized by the operating agreement. If an operating agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or ...

...y under section 1706.511 of the Revised Code shall maintain continuously in this state an agent for service of process on the company. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association,...

...)(3) of section 1706.761 of the Revised Code; (4) Any other matters the organizers or the members determine to include in the articles of organization. (B) A limited liability company is formed when the articles of organization are filed by the secretary of state or at any later date or time specified in the articles of organization. (C) The fact that articles of organization are on file in the office of the se...

...(A) The articles of organization may be amended at any time. (B) The articles of organization may be restated with or without amendment at any time. (C) To amend its articles of organization, a limited liability company shall deliver to the secretary of state for filing, on a form prescribed by the secretary of state, a certificate of amendment containing both of the following information: (1) The name and regi...

... (A) of section 1706.472 of the Revised Code or a person appointed under division (B) of section 1706.472 of the Revised Code to wind up those activities. (4) A statement of denial by a person under section 1706.20 of the Revised Code shall be signed by that person. (5) Any other record shall be signed by the person on whose behalf the record is delivered to the secretary of state. (B) Any record to be filed un...

...(A) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved by that failure to sign may petition the appropriate court to order any of the following: (1) The person to sign the record; (2) The person to deliver the record to the secretary of state for filing; (3) The secretary of state to...

....09 and section 1706.173 of the Revised Code, a record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date of not more than ninety days following the date of receipt by the secretary of state. Subject to division (F) of section 1706.09 and section 1706.173 of the Revised Code, a record filed by the secretary of state is effective as follows: (...

...(A) A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a certificate of correction to correct a record previously delivered by the limited liability company or foreign limited liability company to the secretary of state and filed by the secretary of state if at the time of filing the record contained incorrect or inaccurate information or was defectively ...

...ribed in section 2921.13 of the Revised Code that the facts stated in the record are true in all material respects. (B) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains incorrect or inaccurate information, a person that suffers a loss by reasonable reliance on the information may recover damages for the loss from a person that signed the reco...

...(A) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of full force and effect for a limited liability company if the records filed in the office of the secretary of state show that the limited liability company has been formed under the laws of this state. A certificate of full force and effect shall state all of the following: (1) The limited liabilit...

...n (A) of section 1706.30 of the Revised Code; (C) To the extent provided in section 1706.19 of the Revised Code; (D) To the extent provided by law other than this chapter.

...)(1) of section 1706.471 of the Revised Code operates as a cancellation, under division (B) of this section, of each statement of authority. (E) After a certificate of dissolution becomes effective, a limited liability company may, on behalf of itself or a series thereof, deliver to the secretary of state for filing a statement of authority that is designated as a post-dissolution or post-cancellation statement of ...

...A person named in a filed statement of authority may deliver to the secretary of state for filing on a form prescribed by the secretary of state a statement of denial that does both of the following: (A) States the name and registration number of the limited liability company and the date of filing of the statement of authority to which the statement of denial pertains; (B) Denies the person's authority.

...A person who is a member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or otherwise; or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof. The failure of a limited liability company or any ...

...tions 1706.71 to 1706.74 of the Revised Code; (3) With the consent of all the members or in the case of a limited liability company having only one member, the consent of the member; (4) If, within ninety consecutive days after the occurrence of the dissociation of the last remaining member, both of the following occur: (a) All holders of the membership interest last assigned by the last person to have been a m...

...A contribution of a member to a limited liability company, or a series thereof, may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.