Ohio Revised Code Search

...inding, determination, or action by the secretary of state under sections 1703.01 to 1703.31 of the Revised Code, to a board of review consisting of the auditor of state, the treasurer of state, and the attorney general, or their authorized representatives, by filing notice of such appeal with the auditor of state. The auditor of state shall thereupon notify the corporation of the date of the hearing before the board...

...of its officers, setting forth, but not limited to, the following: (A) The name of the corporation; (B) The state under the laws of which it is incorporated; (C) The location of its principal office; (D) The corporate privileges it proposes to exercise in this state; (E) The appointment of a designated agent and the complete address of such agent, which shall comply with the requirements of section 1703.041...

... this state. For good cause shown, the secretary of state, with the consent of the attorney general, may remit the forfeiture or a part thereof, with or without bringing suit and before or after judgment, and the court in which an action is pending for the collection of a forfeiture, may remit all or part of the forfeiture for good cause shown.

...ness in this state, it shall pay to the secretary of state a forfeiture of two hundred fifty dollars and file in the secretary of state's office the papers required by divisions (B) or (C) of this section, whichever is applicable. (B) If such corporation has not been previously licensed to do business in this state or if its license has been surrendered it shall file as required by division (A) of this section: ...

...No officer of a foreign corporation shall transact business in this state on its behalf, if such corporation is required by sections 1703.01 to 1703.31, inclusive, of the Revised Code, to procure and maintain a license but has not done so.

...tion 111.16 of the Revised Code shall accompany the application. (B) Registration of a corporate name under this section is effective for a term of one year from the date of registration. Upon application, on a form prescribed by the secretary of state, filed with the secretary of state prior to the expiration of each one-year term, the registration may be renewed for an additional term. The renewal application sha...

...Whoever violates section 1703.30 of the Revised Code is guilty of a misdemeanor of the fourth degree.

...evised Code and additionally includes a foreign country and any province, territory, or other political subdivision of a foreign country. (N) "Tribunal" means a court or, if provided in the operating agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal.

... as the "Ohio Revised Limited Liability Company Act."

...matters included in a limited liability company's articles of organization under divisions (A)(1) to (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 certif...

...(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...

... 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 applies to all limited liability companies equally regar...

...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 the obligations of the limited liability company or another series thereof.

...n 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 the extent that, at law or in equity, a member, manager, or other person has duties, including fiduciary duties, to the limited liability company, or to another member or to another person tha...

...(A) A limited liability company is bound by and may enforce its operating agreement, whether or not the limited liability company has itself manifested assent to its operating agreement. (B) A person that is admitted as a member of a limited liability company becomes a party to and assents to the operating agreement subject to division (A) of section 1706.281 of the Revised Code. (C) Two or more persons intending...

... 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 as otherwise permitted by law; except that the approval of an...

...ization and deliver the articles to the secretary of state for filing. The articles of organization shall set forth all of the following: (1) The name of the limited liability company; (2) The name and street address of the limited liability company's statutory agent and a written acceptance of the appointment that is signed by the agent; (3) If applicable, a statement as provided in division (B)(3) of section ...

... 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 registration number of the limited liability company; (2) The changes the amendment makes to the articles of organization as most recently amended or restated. (D) Restated articles of organization shall b...

...this section. (1) A limited liability company's initial articles of organization shall be signed by at least one person. (2) A record signed on behalf of a limited liability company shall be signed by a person authorized by the limited liability company. (3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the limited liability compan...

... Arabic or Roman numerals. Records of a foreign person need not be in English if accompanied by a reasonably authenticated English translation. (B) Unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shall file the record and send a certificate and a receipt for the fees to the person who submitted the record. (C) Upon request...

...cts. (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 record, or caused another to sign it on the person's behalf, and knew the information to be incorrect or inaccurate...

...the power to bind the limited liability company, or a series thereof, except: (A) To the extent the person is authorized to act as the agent of the limited liability company or a series thereof under or pursuant to the operating agreement; (B) To the extent the person is authorized to act as the agent of the limited liability company or a series thereof pursuant to division (A) of section 1706.30 of the Revised C...

...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 the limited liability company or series thereof, of a...

...tration 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.