Ohio Revised Code Search

...g 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 be delivered to the secretary of state for filing in the same manner as an amendment. Restated articles of organization shall be designated as such in the h...

... signed as provided by 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 l...

...court to order any of the following: (1) The person to sign the record; (2) The person to deliver the record to the secretary of state for filing; (3) The secretary of state to file the record unsigned. (B) If a petitioner under division (A) of this section is not the limited liability company or foreign limited liability company to whom the record pertains, the petitioner shall make the limited liability com...

...e and shall do all of the following: (1) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) Specify the inaccurate information or the defect in the signing; (3) Correct the incorrect or inaccurate information or defective signature. (C) When filed by the secretary of state, a certificate of correction is effective retroactively as of the effective date...

...r eliminated as contemplated by section 1706.08 of the Revised Code, in the event that there have not been designated one or more managers to supervise or manage the activities of the limited liability company, the only fiduciary duties a member owes to the limited liability company and the other members is the duty of loyalty and the duty of care set forth in divisions (C) and (D) of this section. (C) A member's d...

...ies, may do either of the following: (1) Impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; (2) Keep confidential from the members and any other persons, for such period of time as the limited liability company deems reasonable,...

...r in part, of a membership interest: (1) Is permissible; (2)(a) Does not by itself cause a member to cease to be a member of the limited liability company; (b) Does not by itself cause a member to cease to be associated with a series of the limited liability company. (3) Does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; (4) Subject to section 1706.3...

...ection, both of the following apply: (1) A judgment debtor that is a member retains the rights of a member and remains subject to all duties and obligations of a member. (2) A judgment debtor that is an assignee retains the rights of an assignee and remains subject to all duties and obligations of an assignee. (E) This chapter does not deprive any member or assignee of the benefit of any exemption laws applicab...

...nly if one of the following applies: (1) The dissociation is in breach of an express provision of the operating agreement. (2) The person is expelled as a member by a determination of a tribunal under division (D) of section 1706.411 of the Revised Code. (3) The person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors. (C) A person that wrongfully di...

...(A)(1) A limited liability company or foreign limited liability company may appeal a cancellation under division (L) of section 1706.09 of the Revised Code within thirty days after the effective date of the cancellation. The appeal shall be made to one of the following: (a) The court of common pleas of the county in which the street address of the limited liability company or foreign limited liability company's pri...

...r person authorized pursuant to section 1706.18 of the Revised Code consents to the dissolution; (D) The passage of ninety consecutive days after the occurrence of the dissociation of the last remaining member; provided that upon dissociation of the last remaining member pursuant to division (E) of section 1706.411 of the Revised Code, the limited liability company shall not be dissolved if either of the following ...

...) Subject to division (C)(5) of section 1706.471 of the Revised Code, after dissolution, the remaining members, 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, may wind up the limited liability company's activities. (B) The appropriate tribunal may order supervision of the winding up of a dissolved limited liability company, i...

...hall set forth all of the following: (1) The name and registration number of the foreign limited liability company, any assumed name adopted for use in this state, and the name of the jurisdiction under whose law it is organized; (2) The name and street address of the statutory agent, or if a statutory agent is no longer to be maintained, a statement that the foreign limited liability company will not maintain a ...

...ess either of the following applies: (1) The member has earlier been notified that the demand has been rejected by the limited liability company or the series; (2) Irreparable injury to the limited liability company or the series would result by waiting for the expiration of the ninety-day period.

..., if it finds both of the following: (1) That the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or not warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law. (2) That the pleading, motion, or other paper was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in t...

...ility company, or series thereof. (C)(1) A member may maintain a direct action to enforce a right of a limited liability company if all members at the time of suit are parties to the action. (2) A member associated with a series may maintain a direct action to enforce a right of the series if all members associated with the series at the time of suit are parties to the action.

...etary 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 provided in the agreement; or (2) Except as otherwise prohibited in the agreement, with the same consent as was required to approve the agreement.

...fective, all of the following apply: (1) The surviving entity continues or comes into existence. (2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity. (3) All property owned by each constituent entity, or series thereof, that ceases to exist vests in the surviving entity without reservation or impairment. (4) All debts, obligations, or other liabilities of eac...

...etary 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 declaration; or (2) Except as otherwise prohibited in the declaration, by the same consent as was required to approve the declaration.

... effect, all of the following apply: (1) All property owned by the converting entity, or series thereof, remains vested in the converted entity. (2) All debts, obligations, or other liabilities of the converting entity, or series thereof, continue as debts, obligations, or other liabilities of the converted entity. (3) An action or proceeding pending by or against the converting entity, or series thereof, conti...

...sets 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 investment objective. (2) At least one member associated with each series. (B) A series established in accordance w...

...satisfy the requirement of division (B)(1) of section 1706.761 of the Revised Code.

...nly 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 Revised Code. (3) The person is dissociated as a member associated with a series by becoming a debtor in bankruptcy or making a general ass...

...(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...

...y the division are exempt from sections 1707.01 to 1707.50 of the Revised Code, relating to registration or qualification of securities or the registration of transactions therein. (B) "Reorganization," "recapitalization," and "refinancing," as used in this section, include the following: (1) A readjustment by modification of the terms of securities by agreement; (2) A readjustment by the exchange of securit...