Ohio Revised Code Search

...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...

... knowingly do any of the following: (1) Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (2) Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such offeree; (3) Engage in any manipulative act or pr...

...on, along with all of the following: (1) An application in the form prescribed by the division and all applicable schedules and supplemental information; (2) A copy of the articles of incorporation or other documents that indicate the entity's form of organization; (3) The filing fee as prescribed in section 1707.17 of the Revised Code. (B) If the division approves the entity as a portal operator, the divisio...

...ess the fee is one of the following: (1) A fixed amount for each offering; (2) A variable amount based on the length of time that the securities are offered on the portal; (3) A combination of such fixed or variable amounts. (D) Hold, manage, possess, or otherwise handle purchaser funds or securities, unless the portal operator is the issuer. (E) No portal operator shall allow its officers, directors, or pa...

... under divisions (Q) and (W) of section 1707.03 of the Revised Code, all applications and other papers filed with the division shall be open to inspection at all reasonable times, except for unreasonable or improper purposes. (B) Information obtained by the division through any offering materials filed with the division in connection with exempt transactions under divisions (Q) and (W) of section 1707.03 of the Revi...

...n if either of the following applies: (1) The issuer does not disclose in the final offering circular, prospectus, or form U-7 of the North American securities administrators association that any future transaction with an officer, director, five per cent shareholder, manager, trustee, or general partner will be on terms no less favorable to the issuer than could be obtained from an independent third party. (2) The...

...n sold without compliance with sections 1707.01 to 1707.50 of the Revised Code, or any former law in force at the time of such sale, any interested person may apply in writing to the division of securities for the qualification of such securities under such sections. If it appears to the division that no person has been defrauded, prejudiced, or damaged by such noncompliance or sale and that no person will be defraud...

...omitted facts to be not material. (B)(1) Whenever a corporation is liable as described in division (A) of this section, each director of the corporation is likewise liable unless the director shows that the director had no knowledge of the publication complained of, or had just and reasonable grounds to believe the statement therein to be true or the omission of facts to be not material. (2) Any director, upon ...

...As used in sections 1709.01 to 1709.11 of the Revised Code, unless the context otherwise requires: (A) "Beneficiary form" means a registration of a security that indicates the present owner of the security and the intention of the present owner regarding the person who will become the owner of the security upon the death of the present owner. (B) "Devisee" means any person designated in a will to receive a disposit...