Ohio Revised Code Search

...y to that series, the limited liability company, or the other members that the person incurred while a member associated with that series. (C) A member's dissociation from a series does not, in itself, cause the member to dissociate from any other series or require the winding up of the series. (D) A member's dissociation from a series does not, in itself, cause the member to dissociate from the limited liability...

...he 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 dissolution of the limited liability company under section 1706.47 of the Revised Code; (B) An event or circumstance that the operating agreement states causes dissolution of the series; (C) The consent of all of the members associated with the series; (D) The passage of ninety days after the occurrence of the dissociation of the last remaining member associated with the series; (E) On application by a mem...

...(A) A dissolved series continues its existence as a series but shall 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 the assets of the series; (2) Disposing of the properties of the series that will not be distributed in kind to persons owning membership interests associated with the serie...

...(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...

...g: (1) Identify the limited liability company and the dissolved series; (2) Describe the information required to be included in a claim; (3) Provide a mailing address to which the claim is to be sent; (4) State the deadline by which the dissolved series must receive the claim. The deadline shall not be sooner than one hundred twenty days from the effective date of the notice. (5) State that if not sooner ba...

...ty company, if any, and provided to the secretary of state to be posted on the web site maintained by the secretary of state in accordance with division (J) of section 1706.474 of the Revised Code. The notice shall be considered published when posted on the secretary of state's web site. (2) It shall describe the information that must be included in a claim and provide a mailing address to which the claim must be s...

...(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...

...This chapter modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).

...s granted by this chapter in any state, foreign country, or other jurisdiction.

...cluding every foreign limited liability company that files an application for registration as a foreign limited liability company on or after February 11, 2022, every foreign limited liability company that registers a name in this state on or after February 11, 2022, every foreign limited liability company that has registered a name in this state prior to February 11, 2022, and every foreign limited liability company...

... of this chapter shall apply to limited liability companies and members and agents whether or not existing as such at the time of the enactment of any such amendment.

...tion 1782.23 of the Revised Code. (E) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state. (F) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. (G) "Limited partner" means a person wh...

...(A) Each limited partnership shall keep at its principal office, which need not be in this state, all of the following: (1) A current list of the full name and last known business or residence address of each partner, separately listing and identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order; (2) A copy of the certificate of limited partnership and all certificat...

...A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking and insurance.

...to and transact other business with the limited partnership and, except as otherwise provided by law, has the same rights and obligations with respect to such loans and transactions as a person who is not a partner.

...ip shall be executed and filed with the secretary of state, as provided in section 1782.13 of the Revised Code. The certificate shall be on a form prescribed by the secretary of state and shall set forth all of the following: (1) The name of the limited partnership; (2) The address of the principal place of business of the limited partnership; (3) The name and business or residence address of each general partner;...

...ing a certificate of amendment with the secretary of state. The certificate of amendment shall be on a form prescribed by the secretary of state and shall state all of the following: (1) The name of the limited partnership and the file number assigned to it by the secretary of state; (2) The date of the first filing of the certificate of limited partnership and, if different, the date of the first filing by the par...

...of cancellation shall be filed with the secretary of state on a form prescribed by the secretary of state. It shall set forth all of the following: (1) The name of the limited partnership and the file number assigned to it by the secretary of state; (2) The date of the first filing of its certificate of limited partnership and, if different, the date of the first filing by the partnership with the secretary of stat...

...manner: (1) An original certificate of limited partnership shall be signed by all general partners; (2) A certificate of amendment shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; (3) A certificate of cancellation shall be signed by all general partners or, if the general partners are not winding up the affairs of the limited ...

...ute the certificate, it shall order the secretary of state to record an appropriate certificate.

...or cancellation shall be filed with the secretary of state. (2) A person who executes a certificate as described in division (A)(1) of this section as an agent or fiduciary is not required to exhibit evidence of the person's authority as a prerequisite to filing that certificate. (3) Upon receipt of all filing fees required by law, the secretary of state shall accept a certificate or other document executed as desc...

...If any certificate of limited partnership, amendment, or cancellation contains a false statement of a material fact, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from all of the following: (A) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, that the statement was m...

...office of a county recorder or with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. It is not notice of any other fact. Any certificate filed with the secretary of state on or after July 1, 1994, shall supersede all certificates filed in the office of a county recorder pursuant to this chapter o...

...er or mail a copy of the certificate of limited partnership and each other certificate to each limited partner if the partnership agreement so provides.