Ohio Revised Code Search

...(A) A corporation may be dissolved judicially and its affairs wound up: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto brought as provided by sections 2733.02 to 2733.39 of the Revised Code, in which event the court may order the affairs of the corporation to be wound up by its directors as in the case of voluntary dissolution, or by proceedings in, and under the order of,...

...(A) The members, the directors, and the officers of a corporation shall not be personally liable for any obligation of the corporation. (B) In addition to any other liabilities imposed by law upon directors of a corporation and except as provided in division (D) of this section, directors shall be jointly and severally liable to the corporation as provided in division (C) of this section if they vote for or assent ...

...(A) Every nonprofit corporation, incorporated under the general corporation laws of this state, or previous laws, or under special provisions of the Revised Code, or created before September 1, 1851, which corporation has expressedly or impliedly elected to be governed by the laws passed since that date, and whose articles or other documents are filed with the secretary of state, shall file with the secretary of stat...

...As used in sections 1703.01 to 1703.31 of the Revised Code: (A) "Domestic corporation" means a corporation incorporated under the laws of this state or a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in this state. (B) "Foreign corporation" means a corporation incorporated under the laws of another state or a bank, savings bank...

...(A) If the laws of the United States prohibit, preempt, or otherwise eliminate the licensing requirement of sections 1703.01 to 1703.31 of the Revised Code with respect to a corporation that is a bank, savings bank, or savings and loan association chartered under the laws of the United States, the main office of which is located in another state, the bank, savings bank, or savings and loan association shall no...

...(A) Every foreign corporation for profit that is licensed to transact business in this state, and every foreign nonprofit corporation that is licensed to exercise its privileges in this state, shall have and maintain an agent, sometimes referred to as the "designated agent," upon whom process against the corporation may be served within this state. The agent shall be one of the following: (1) A natural person who ...

...(A) A foreign corporation may surrender its license to transact business in this state in the manner provided in this section. (B) A certificate of surrender signed by any authorized officer, or by the receiver, trustee in bankruptcy, or other liquidator of such corporation, shall be filed with the secretary of state, on a form prescribed by the secretary of state, setting forth: (1) The name of the corporation and...

...As used in this chapter: (A) "Articles of organization" means the articles of organization described in section 1706.16 of the Revised Code, and those articles of organization as amended or restated. (B) "Assignment" means a transfer, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. (C) "Constituent limited liability company" means a constit...

...(A) A person knows a fact when either of the following is met: (1) The person has actual knowledge of the fact. (2) The person is deemed to know the fact under law other than this chapter. (B) A person has notice of a fact when any of the following is met: (1) The person knows of the fact. (2) The person receives notification of the fact. (3) The person has reason to know the fact from all the facts known...

...(A) This chapter shall be construed to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements. (B) Unless displaced by particular provisions of this chapter, principles of law and equity supplement this chapter. (C) Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (D) Sections 1309....

...(A) The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C.," "LLC," "limited," "ltd.," or "ltd". (B) Except as provided in this section and in sections 1701.75, 1701.78, 1701.82, 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 liab...

...(A) Except as otherwise provided in divisions (B) and (C) of this section, both of the following apply: (1) An operating agreement governs relations among the members as members and between the members and the limited liability company. (2) To the extent that an operating agreement does not otherwise provide for a matter described in division (A)(1) of this section, this chapter governs the matter. (B)(1) To th...

...(A) Each limited liability company and foreign limited liability company that has an effective registration as a foreign limited liability company 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, no...

...(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) A limited liability company, on behalf of itself or a series thereof, may deliver to the secretary of state for filing on a form prescribed by the secretary of state a statement of authority. Such a statement: (1) Shall include the name and registration number of the limited liability company; (2) May state the authority of a specific person, or, with respect to any position that exists in or with respect to ...

...(A)(1) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members. (2) The activities and affairs of a series shall be under the direction, and subject to the oversight, of the members associated with the series. (3) Division (A)(1) of this section shall not apply to the activities and affairs of a series. (B)(1) Except as provided in d...

...(A) An assignment, in whole or in part, of a membership interest: (1) Is permissible; (2)(a) Does not by itself cause a member to cease to be a member of the limited liability company; (b) Does not by itself cause a member to cease to be associated with a series of the limited liability company. (3) Does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; ...

...(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...

...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...

...(A) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs. Appropriate activities include all of the following: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to persons owning membership interests; (3) Dischargin...

...(A) Subject to division (C)(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,...

...(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...

...(A) In order for a foreign limited liability company or any one or more of its series to transact business in this state, the foreign limited liability company shall register with the secretary of state. Neither a foreign limited liability company nor any one or more of its series may transact business in this state until the registration has been approved by the secretary of state and the foreign limited liability c...

...(A) No foreign limited liability company, or a series thereof, transacting business in this state, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts unless an effective registration as a limited liability company for the foreign limited liability company is on file in the records of the secretary of state. (B) A court may stay a proceedi...

...(A)(1) A derivative action in the right of a limited liability company shall be dismissed by the court on motion by the limited liability company if one of the groups specified in division (A)(2) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative action is not in the best interests of the limited liability co...