Ohio Revised Code Search

...(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,...

...d 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 operating agreement. (D) The person is expelled as a member associated with the series by the unanimous consent of the other members associated with that series and if any of the following applies: (1) It is unlawful to carry on the series' activities with the ...

...otice shall do all of the following: (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....

...lus shall be distributed as follows: (1) First, to each person owning a membership interest associated with the series that reflects contributions made on account of that 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 associated with the series in the proportions in which the owners of mem...

...As used in sections 1707.05 to 1707.058 of the Revised Code: (A) "OhioInvests issuer" means an entity organized under the laws of this state, other than a general partnership, that meets all of the following requirements: (1) The entity satisfies the requirements of 17 C.F.R. 230.147A. (2) The entity meets at least one of the following conditions: (a) The principal office of the entity is located in this stat...

...on regarding the OhioInvests issuer: (1) The type of entity it is; (2) The address and telephone number of its principal office; (3) Its formation history for the previous five years; (4) The identity of all persons owning more than ten per cent of any class of equity interest in the issuer; (5) The identity of its members, executive management, and any other persons occupying a similar status or performing...

...ties offering, all of the following: (1) The name of each issuer whose securities have been listed on its OhioInvests portal and the full name, residential address, social security number, date of birth, and copy of a state-issued identification of all owners with greater than ten per cent voting equity in the issuer; (2) Copies of all offering materials that have been displayed on its OhioInvests portal; (3) T...

...ried out upon compliance with sections 1707.08 and 1707.11 of the Revised Code: (1) The sale of its securities by a corporation may be so carried out when no part of the securities to be sold is issued directly or indirectly in payment or exchange for intangible property or for property not located in this state, and when the total commission, remuneration, expense, or discount, excluding legal, accounting, and pri...

...The transactions enumerated in section 1707.06 of the Revised Code may be consummated on compliance with this section and section 1707.11 of the Revised Code. (B) A description, verified either by the oath of the individual filing it or of any individual having knowledge of the facts, shall be filed with the division of securities by the issuer, or by a majority of the incorporators of the issuer prior to ele...

...t to Section 6 of the Securities Act of 1933 or for which a notification form and offering circular has been filed pursuant to regulation A of the general rules and regulations of the securities and exchange commission, 17 C.F.R. sections 230.251 to 230.256 and 230.258 to 230.263, as amended before or after the effective date of this section, in connection with the same offering may be registered by coordination. ...

...ate, that is not licensed under section 1703.03 of the Revised Code, or that does not have its principal place of business in this state, shall submit to the division of securities an irrevocable consent to service of process, as described in division (B) of this section, in connection with any of the following: (1) Filings to claim any of the exemptions enumerated in division (Q), (W), or (Y) of section 1707.03 o...

...in rules adopted by the division. (B)(1) The division may investigate any applicant for a license and may require any additional information as it considers necessary to determine the applicant's business repute and qualifications to act as an investment adviser. (2) If the application for any license involves investigation outside of this state, the applicant may be required by the division to advance sufficient...

...th all of the following information: (1) The name and complete residence and business addresses of the applicant; (2) The name of the dealer who is employing the applicant or who intends to employ the applicant; (3) The applicant's age and education, and the applicant's experience in the sale of securities; whether the applicant has ever been licensed by the division, and if so, when; whether the applicant has ...

... both of the following requirements: (1) Acts as a bureau of workers' compensation chief investment officer on September 29, 2005; (2) Has experience or education acceptable to the division. (D)(1) Except as provided in division (D)(2) of this section, if the division finds that the applicant is of good business repute, appears to be qualified to act as a bureau of workers' compensation chief investment officer...

...(A)(1) The license of every dealer in and salesperson of securities shall expire on the thirty-first day of December of each year, and may be renewed upon the filing with the division of securities of an application for renewal, and the payment of the fee prescribed in this section. The division shall give notice, without unreasonable delay, of its action on any application for renewal of a dealer's or salesperson's ...

...(A)(1) If a partnership licensed as a dealer is terminated under the laws of the state where the partnership is organized, or by death, resignation, withdrawal, or addition of a general partner, the license of the partnership shall be automatically extended for a period of thirty days after the termination. The license of the partnership and the licenses of its salespersons may be transferred to the successor p...