Ohio Revised Code Search

...ions 1706.51 to 1706.515 of the Revised Code by reason of its or any one or more of its series' carrying on in this state any of the following actions: (1) Maintaining, defending, or settling in its own behalf any proceeding or dispute; (2) Holding meetings or carrying on any other activities concerning its internal affairs; (3) Maintaining accounts in financial institutions; (4) Maintaining offices or agenci...

...ply with section 1706.07 of the Revised Code may not file a registration as a foreign limited liability company until it adopts, for the purpose of transacting business in this state, an assumed name that complies with section 1706.07 of the Revised Code. A foreign limited liability company that adopts an assumed name under this division and then files a registration as a foreign limited liability company under that ...

...suant to section 1706.09 of the Revised Code; (3) That the foreign limited liability company, and all series thereof, will no longer transact business in this state and that it relinquishes its authority to transact business in this state; (4) That the foreign limited liability company is canceling its registration as a foreign limited liability company; (5) That any statement of assumed name it has on file in ...

...ce with section 1706.511 of the Revised Code. (C) If a foreign limited liability company, or a series thereof, conducts activities in this state without having on file in the records of the secretary of state a registration as a foreign limited liability company, the foreign limited liability company shall be liable to this state for an amount equal to the fee as prescribed by the secretary of state from time to ti...

...ions 1706.61 to 1706.617 of the Revised Code. (B) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series to recover a judgment in favor of the series by complying with sections 1706.61 to 1706.617 of the Revised Code.

...(A) A member may commence or maintain a derivative action in the right of the limited liability company only if the member meets both of the following conditions: (1) The member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company. (2) The member either: (a) Was a member of the limited liability company at the time of the act or ...

...A member may not commence a derivative action in the right of the limited liability company, or a series thereof, until both of the following occur: (A) A written demand has been made upon the limited liability company or the series to take suitable action. (B) Ninety days have expired from the date the demand was made unless either of the following applies: (1) The member has earlier been notified that the dem...

...ions 1706.61 to 1706.617 of the Revised Code, the court may stay any derivative action for the period the court deems appropriate.

...uant to section 1706.612 of the Revised Code or the commencement of the derivative action pursuant to sections 1706.61 to 1706.617 of the Revised Code. (E) Subject to section 1706.615 of the Revised Code, a panel appointed by the court pursuant to division (A)(3) or (B)(3) of this section shall have the authority to continue, settle, or discontinue the derivative proceeding as the court may confer upon the panel. ...

...A derivative action may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of members of the limited liability company, or the interests of members associated with a series of the limited liability company, the court shall direct that notice be given to the members affected.

...On termination of the derivative action the court may do any of the following: (A) Order the limited liability company to pay the plaintiff's reasonable expenses, including attorney fees, incurred by the plaintiff in the derivative action if the court finds that the derivative action has resulted in a substantial benefit to the limited liability company; (B) Order a series to pay the plaintiff's reasonable expens...

...ions 1706.61 to 1706.616 of the Revised Code shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in the action covered by sections 1706.613, 1706.615, and 1706.616 of the Revised Code shall be governed by the law of this state.

...(A) Subject to division (B) of this section, a member may maintain a direct action against another member or members or the limited liability company, or a series thereof, to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship. (B) A member maintaining a direct a...

...ions 1706.71 to 1706.713 of the Revised Code and to an agreement of merger if all of the following conditions are met: (1) The governing statute of each of the other entities authorizes the merger. (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes. (3) Each of the other entities complies with its governing statute in effecting the merger. (B) An agreement...

...g under section 1706.712 of the Revised Code, a constituent limited liability company may amend the agreement or abandon the merger: (1) As provided in the agreement; or (2) Except as otherwise prohibited in the agreement, with the same consent as was required to approve the agreement.

...n (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...

...ions 1706.47 to 1706.475 of the Revised Code and does not dissolve a series for purposes of sections 1706.76 to 1706.7613 of the Revised Code. (9) If the surviving entity is created pursuant to the merger: (a) If it is a limited liability company, the articles of organization become effective; (b) If it is an entity other than a limited liability company, the organizational document that creates the entity beco...

...ions 1706.72 to 1706.723 of the Revised Code and a written declaration of conversion if all of the following apply: (1) The governing statute of the entity that is not a limited liability company authorizes the conversion; (2) The law of the jurisdiction governing the converting entity and the converted entity does not prohibit the conversion; (3) The converting entity and the converted entity comply with their...

...g under section 1706.722 of the Revised Code, a converting limited liability company may amend the declaration or abandon the conversion: (1) As provided in the declaration; or (2) Except as otherwise prohibited in the declaration, by the same consent as was required to approve the declaration.

...n (A) of section 1706.17 of the Revised Code and shall include all of the following: (a) A statement that the converting limited liability company has been converted into the converted entity; (b) The name and form of the converted entity and the jurisdiction of its governing statute; (c) The date the conversion is effective under the governing statute of the converted entity; (d) A statement that the convers...

...vided in section 1706.09 of the Revised Code, as if the converted entity were a foreign limited liability company.

...(A) If a member of a constituent or converting limited liability company will have personal liability with respect to a surviving or converted entity, approval or amendment of a plan of merger or a declaration of conversion are ineffective without the consent of the member, unless both of the following conditions are met: (1) The limited liability company's operating agreement provides for approval of a merger or c...

...tions 1706.71 to 1706.74 of the Revised Code do not preclude an entity from being merged or converted under law other than this chapter.

...(A) An operating agreement may establish or provide for the establishment of one or more designated series of assets that has both of the following: (1) Either or both of the following: (a) Separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; (b) A separate purpose or investm...

...(A) Subject to division (B) of this section, both of the following apply: (1) The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof. (2) None of the debts, liabilities...