Ohio Revised Code Search

...(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...

...(A) A limited liability company may merge with one or more other constituent entities pursuant to sections 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...

...(A) To be effective, an agreement of merger shall be consented to by all the members of a constituent limited liability company. (B) After the agreement of merger is approved, and at any time before a certificate of merger is delivered to the secretary of state for filing under section 1706.712 of the Revised Code, a constituent limited liability company may amend the agreement or abandon the merger: (1) As provi...

...(A) After each constituent entity has approved the agreement of merger, a certificate of merger shall be signed on behalf of both of the following: (1) Each constituent limited liability company, as provided in division (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 follo...

...ity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent entity, if before the merger the constituent entity was subject to suit in this state on the debt, obligation, or other liability. Service of process on a surviving entity that is a foreign entity and not authorized to transact business in this state for the purposes of enforcing a de...

...(A) An entity other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an entity other than a limited liability company pursuant to sections 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 th...

...(A) A declaration of conversion must be consented to by all the members of a converting limited liability company. (B) After a conversion is approved, and at any time before the certificate of conversion is delivered to the secretary of state for filing 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 dec...

...(A) After a declaration of conversion is approved, both of the following apply: (1) A converting limited liability company shall deliver to the secretary of state for filing a certificate of conversion. The certificate of conversion shall be signed as provided in division (A) of section 1706.17 of the Revised Code and shall include all of the following: (a) A statement that the converting limited liability compan...

...ity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company, or series thereof, is liable if, before the conversion, the converting limited liability company, or series thereof, was subject to suit in this state on the debt, obligation, or other liability. Service of process on a converted entity that is a foreign ...

...(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...

...Sections 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...

...omputational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of the assets can be objectively determined, the records are considered to satisfy the requirement of division (B)(1) of section 1706.761 of the Revised Code.

...The statement of limitation on liabilities of a series required by division (B)(3) of section 1706.761 of the Revised Code is sufficient regardless of whether either of the following applies: (A) The limited liability company has established any series under this chapter when the statement of limitations is contained in the articles of organization; (B) The statement of limitations makes reference to a specific s...

...(A) A person shall not voluntarily dissociate as a member associated with a series. (B) A person's dissociation from a series is wrongful only if one of the following applies: (1) The person's dissociation is in breach of an express provision of the operating agreement. (2) The person is expelled as a member associated with the series by determination of a tribunal under division (E) of section 1706.765 of the ...

...A person is dissociated as a member associated with a series when any of the following occurs: (A) An event stated in the operating agreement as causing the person's dissociation from the series occurs. (B) The person is dissociated as a member of the limited liability company pursuant to section 1706.411 of the Revised Code. (C) The person is expelled as a member associated with that series pursuant to the ope...

...(A) A person who has dissociated as a member associated with a series shall have no right to participate in the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series. (B) A person's dissociation as a member associated with a series does not of itself discharge the person from any debt, ...

...A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by section 1706.761 of the Revised Code.

...he series, the entry by the appropriate court of an order dissolving the series on the grounds that it is not reasonably practicable to carry on the series' activities in conformity with the operating agreement.

...r settle actions or proceedings whether civil, criminal, or administrative; (3) Make an assignment of the series' property; (4) Resolve disputes by mediation or arbitration. (C) A series' dissolution, in itself: (1) Is not an assignment of the series' property; (2) Does not prevent the commencement of a proceeding by or against the series in the series' name; (3) Does not abate or suspend a proceeding pen...

...(A) Subject to division (C) of section 1706.769 of the Revised Code, after dissolution of a series, the remaining members associated with the series, 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 associated with the series, may wind up the series' activities. (B) The appropriate tribunal may order supervision of the winding u...

...nown 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 series. (B) A dissolved series may give notice of the dissolution in a record to the holder of any known claim. The notice shall do all of the following: (1) Identify the limited liability company and the dissolved series; (2) Describe the information requi...

...ile an application with the appropriate court in the county in which the limited liability company's principal office is located or, if it has none in this state, in the county in which the limited liability company's statutory agent is or was last located. The application shall be for a determination of the amount and form of security to be provided for payment of claims that are contingent or have not been made kno...

...(A) Upon the winding up of a series, payment or adequate provision for payment shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series. (B) After a series complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to...