Ohio Revised Code Search

...(A) A promise by a member to make a contribution to a limited liability company, or a series thereof, is not enforceable unless set forth in a writing signed by the member. (B) A member's obligation to make a contribution to a limited liability company, or a series thereof, is not excused by the member's death, disability, or other inability to perform personally. If a member does not make a contribution required b...

... (C) of section 1706.475 of the Revised Code, a limited liability company may distribute an asset in kind if each member receives a percentage of the asset in proportion to the member's share of contributions. (4) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribu...

...ief under Title 11 of the United States Code, or a successor statute of general application, or a comparable federal, state, or foreign law governing insolvency; (c) Undertake any act outside the ordinary course of the limited liability company's activities; (d) Undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all members. (2) The consent of all members ass...

...lated by section 1706.08 of the Revised Code, in the event that there have not been designated one or more managers to supervise or manage the activities of the limited liability company, the only fiduciary duties a member owes to the limited liability company and the other members is the duty of loyalty and the duty of care set forth in divisions (C) and (D) of this section. (C) A member's duty of loyalty to the l...

...lated by section 1706.08 of the Revised Code, the only fiduciary duties of a manager to the limited liability company or its members are the duty of loyalty and the duty of care set forth in divisions (B) and (C) of this section. (B) A manager's duty of loyalty to the limited liability company and its members is limited to the following: (1) To account to the limited liability company and hold for it any property...

...A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person.

...(A) Upon reasonable notice provided to the limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (B) A limited liability company may cha...

...Each member and agent of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited liability company, or by any other person as to matters the member or the agent reasonably believes are within that other person's professional or expert compet...

...er under section 1706.33 of the Revised Code.

...The only interest of a member that is assignable is the member's membership interest. A membership interest is personal property.

...ject to section 1706.332 of the Revised Code, does not entitle the assignee to do either of the following: (a) Participate in the management or conduct of the activities of the limited liability company, or a series thereof; (b) Have access to records or other information concerning the activities of the limited liability company, or a series thereof. (B) An assignee has the right to receive, in accordance with...

...(A) On application to a court of competent jurisdiction by any judgment creditor of a member or assignee, the court may charge the membership interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the limited liability company has been served with the charging order, the judgment creditor has only the right to receive any distribution o...

... (D) of section 1706.411 of the Revised Code. (3) The person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors. (C) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 1706.61 of the Revised Code, to the other members for damages caused by the dissociation. The liability is in addition to an...

...A person is dissociated as a member from a limited liability company in any of the following circumstances: (A) An event stated in the operating agreement as causing the person's dissociation occurs. (B) The person is expelled as a member pursuant to the operating agreement. (C) The person is expelled as a member by the unanimous consent of the other members if any of the following apply: (1) It is unlawful t...

...d (D) of section 1706.31 of the Revised Code continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the limited liability company's business pursuant to section 1706.472 of the Revised Code. (C) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to a limited liab...

...nce with section 1706.09 of the Revised Code, the rights and privileges, including all real or personal property rights and credits and all contract and other rights, of the company existing at the time its articles or registration were canceled shall be fully vested in the company as if its articles or registration had not been canceled, and the company shall again be entitled to exercise the rights and privileges a...

...n (L) of section 1706.09 of the Revised Code within thirty days after the effective date of the cancellation. The appeal shall be made to one of the following: (a) The court of common pleas of the county in which the street address of the limited liability company or foreign limited liability company's principal office is located; (b) If the limited liability company or foreign limited liability company has no pr...

...suant to section 1706.18 of the Revised Code consents to the dissolution; (D) The passage of ninety consecutive days after the occurrence of the dissociation of the last remaining member; provided that upon dissociation of the last remaining member pursuant to division (E) of section 1706.411 of the Revised Code, the limited liability company shall not be dissolved if either of the following applies: (1) The oper...

...ce with section 1706.475 of the Revised Code; (5) Doing every other act necessary to wind up and liquidate its activities and affairs. (B) In winding up its activities, a limited liability company may do any of the following: (1) Deliver to the secretary of state for filing, on a form prescribed by the secretary of state, a certificate of dissolution setting forth all of the following: (a) The name and regist...

...)(5) of section 1706.471 of the Revised Code, after dissolution, the remaining members, if any, and if none, a person appointed by all holders of the membership interest last assigned by the last person to have been a member, may wind up the limited liability company's activities. (B) The appropriate tribunal may order supervision of the winding up of a dissolved limited liability company, including the appointment...

...(A) A dissolved limited liability company may dispose of any known claims against it by following the procedures described in division (B) of this section at any time after the effective date of the dissolution of the limited liability company. (B) A dissolved limited liability company may give notice of its dissolution in a record to the holder of any known claim. The notice shall do all of the following: (1) Id...

... (B) of section 1706.473 of the Revised Code; (2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on by the dissolved limited liability company; (3) A claimant whose claim is contingent at the effective date of the dissolution of the limited liability company, or is based on an event occurring after the effective date of the dissolution of the limited liability comp...

...(A) Upon the winding up of a limited liability company, payment or adequate provision for payment, shall be made to creditors, including members who are creditors, in satisfaction of liabilities of the limited liability company. (B) After a limited liability company complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to each person owning a membership interest that ...

...(A) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following: (1) The organization and internal affairs of the foreign limited liability company; (2) The liability of a member as a member for the debts, obligations, or other liabilities of the foreign limited liability company or a series thereof; (3) The authority of the members and agent...

...ions 1706.51 to 1706.515 of the Revised Code. (B) The registration as a foreign limited liability company shall state all of the following: (1) The name of the foreign limited liability company and, if the name does not comply with section 1706.07 of the Revised Code, the assumed name adopted pursuant to division (A) of section 1706.513 of the Revised Code; (2) The foreign limited liability company's jurisdicti...