Ohio Revised Code Search

...ed Substitute House Bill No. 822 of the 114th general assembly, which amended sections 1701.01, 1701.11, 1701.37, 1701.48, 1707.01, 1707.23, 1707.26, 1707.29, and 1707.99 and enacted sections 1701.831 and 1707.042 of the Revised Code, the general assembly found and continues to find that: (1) Existing Ohio corporate law was designed to deal with traditional methods of transfer of control of Ohio corporations. The te...

...corporation by any of the following: (1) A director of the corporation; (2) Persons who, in the aggregate, hold twenty-five per cent of all shares outstanding and entitled to vote at a meeting of the shareholders, unless the articles, the regulations adopted by the shareholders, or the regulations adopted by the directors pursuant to division (A)(1) of section 1701.10 of the Revised Code prescribe a smaller propo...

... which shall set forth the following: (1) The name of the corporation; (2) The place in this state where the principal office of the corporation is to be located; (3) The purpose or purposes for which the corporation is formed. (B) The articles also may set forth the following: (1) The names of individuals who are to serve as the initial directors; (2) The names of any persons or the designation of any group of...

...rovided in this section and in sections 1702.41 and 1702.411 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office any articles if the corporate name set forth in the articles is not distinguishable upon the secretary of state's records from any of the following: (1) The name of any other corporation, whether a nonprofit corporation or a business corporation and ...

...the regulations otherwise provide: (A)(1) The voting members present in person, by the use of authorized communications equipment, by mail, or, if permitted, by proxy at any meeting of voting members shall constitute a quorum for the meeting. (2) The affirmative vote of a majority of the voting members present at a meeting at which a quorum is present as provided in division (A)(1) of this section shall be necessa...

...d in the articles or the regulations: (1) No contract, action, or transaction is void or voidable with respect to a corporation because the contract, action, or transaction is between or affects the corporation and one or more of its directors or officers, or is between or affects the corporation and any other person in which one or more of the corporation's directors or officers are directors or officers, or in whi...

...material terms of the agreement. (B)(1) At each meeting described in division (A) of this section, a vote of the members shall be taken on the proposed agreement. In order to be adopted, the agreement, including any amendments or additions to the agreement proposed at each such meeting, shall receive the affirmative vote of a majority of the voting members of each constituent domestic corporation present at ...

...e for use under division (D) of section 1703.04 of the Revised Code, by filing in the office of the secretary of state an application, on a form prescribed by the secretary of state, that contains the following information: (1) The exact corporate name to be registered; (2) The complete address of the principal office of the corporation; (3) The jurisdiction of its incorporation; (4) The date of its incorporation...

..." have the same meanings as in section 1701.01 of the Revised Code. (B) "Chapter 1704. transaction" means any of the following: (1) A merger, consolidation, combination, or majority share acquisition between or involving an issuing public corporation or any subsidiary of an issuing public corporation and any of the following: (a) An interested shareholder; (b) A person, partnership, corporation, or other enti...

... "Entity" means any of the following: (1) A corporation existing under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United States, or any other state: (a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for profit organization, including a general or l...

...hall 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 1706.761 of the Revised Code; (4) Any other matters the organizers or the members determine to incl...

...t all of the following requirements: (1) The record shall contain all information required by the law of this state to be contained in the record but, unless otherwise provided by law, shall not be required to contain other information. (2) The record shall be on or in a medium and in such form acceptable to the secretary of state and from which the secretary of state may create a record that contains all of the ...

...ct shall state all of the following: (1) The limited liability company's name; (2) The limited liability company's date of formation; (3) That the limited liability company is in full force and effect on the records of the secretary of state. (B) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of registration for a foreign limited liability comp...

...currence of either of the following: (1) If the organizer was authorized by one or more persons intending to be members of the limited liability company to file the articles of organization on their behalf, the formation of the limited liability company; (2) If the organizer was not authorized by any other person intending to be members of the limited liability company, each organizer shall have the authority of ...

...ting agreement or applicable law. (C)(1) The obligation of a member to make a contribution to a limited liability company may be compromised only by consent of all the members. A conditional obligation of a member to make a contribution to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include con...

...(A)(1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up. (2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as provided in the operating agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company is a decision in the ordin...

...mbers if any of the following apply: (1) It is unlawful to carry on the limited liability company's activities with the person as a member. (2) The person is an entity and, within ninety days after the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, or its right to transact business has been suspended by ...

...lus shall be distributed as follows: (1) First, to each person owning a membership interest that reflects contributions made on account of the membership interest and not previously returned, an amount equal to the value of the person's unreturned contributions; (2) Then to each person owning a membership interest in the proportions in which the owners of membership interests share in distributions before dissolu...

...formed governs all of the following: (1) The organization and internal affairs of the foreign limited liability company; (2) The liability of a member as a member for the debts, obligations, or other liabilities of the foreign limited liability company or a series thereof; (3) The authority of the members and agents of a foreign limited liability company or a series thereof; (4) The liability of the following...

...s otherwise in compliance with sections 1706.51 to 1706.515 of the Revised Code. (B) The registration as a foreign limited liability company shall state all of the following: (1) The name of the foreign limited liability company and, if the name does not comply with section 1706.07 of the Revised Code, the assumed name adopted pursuant to division (A) of section 1706.513 of the Revised Code; (2) The foreign lim...

...is state within the meaning of sections 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; ...

...ts 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 omission of which the member complains; (b) Acquired a membership interest through assignment by operation of law from a per...

...proved, 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 company has been converted into the converted ent...

...of the following conditions are met: (1) The limited liability company's operating agreement provides for approval of a merger or conversion with the consent of fewer than all the members. (2) The member has consented to the provision of the operating agreement described in division (A)(1) of this section. (B) A member does not give the consent required by division (A) of this section merely by consenting to a ...

...ection, 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, obligations, and expenses incurred,...