Ohio Revised Code Search

...ith the assignment, distributions to which the assignor would otherwise be entitled. (C) A membership interest may be evidenced by a certificate of membership interest issued by the limited liability company, or a series thereof. An operating agreement may provide for the assignment of the membership interest represented by the certificate and make other provisions with respect to the certificate. (D) A limited l...

... of a member or assignee, the court may charge the membership interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the limited liability company has been served with the charging order, the judgment creditor has only the right to receive any distribution or distributions to which the judgment debtor would otherwise be entitled in resp...

...plies: (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 dissociates as a member is liabl...

...urt of common pleas of the county in which the street address of the limited liability company or foreign limited liability company's principal office is located; (b) If the limited liability company or foreign limited liability company has no principal office in this state, to the court of common pleas of the county in which the street address of its statutory agent is located; (c) If the limited liability compa...

...ber effective prior to the passage of such time period; (2) A substitute member has been admitted, as evidenced by a written record, prior to the passage of such time period, which admission is to be effective as of the date of such dissociation. (E) On application by a member, the entry by the appropriate court of an order dissolving the limited liability company on the grounds that it is not reasonably practica...

... (B) The appropriate tribunal may order supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities as follows: (1) On application of a member, if the applicant establishes good cause; (2) On application of an assignee, if both of the following apply: (a) The limited liability company does not have any member...

...ory agent, and the street address to which service of process may be mailed pursuant to section 1706.09 of the Revised Code; (3) That the foreign limited liability company, and all series thereof, will no longer transact business in this state and that it relinquishes its authority to transact business in this state; (4) That the foreign limited liability company is canceling its registration as a foreign limited...

...A member may not commence a derivative action in the right of the limited liability company, or a series thereof, until both of the following occur: (A) A written demand has been made upon the limited liability company or the series to take suitable action. (B) Ninety days have expired from the date the demand was made unless either of the following applies: (1) The member has earlier been notified that the dem...

...s interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.

...s under the operating agreement or this chapter or arising independently of the membership relationship. (B) A member maintaining a direct action under division (A) of this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company, or series thereof. (C)(1) A member may maintain a direct action to e...

...(A) To be effective, an agreement of merger shall be consented to by all the members of a constituent limited liability company. (B) After the agreement of merger is approved, and at any time before a certificate of merger is delivered to the secretary 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 provi...

...tinues 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 each constituent entity, or series thereof, that ceases to exist conti...

...(A) A declaration of conversion must be consented to by all the members of a converting limited liability company. (B) After a conversion is approved, and at any time before the certificate of conversion is delivered to the secretary 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 dec...

...pt as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting entity, or series thereof, remain vested in the converted entity. (5) Except as otherwise provided in the plan of conversion, the terms and conditions of the declaration of conversion take effect. (6) Except as otherwise agreed, for all purposes of the laws of this state, the converti...

...) At least one member associated with each series. (B) A series established in accordance with division (A) of this section may carry on any activity, whether or not for profit.

...ny assets, or by any other method in which the identity of the assets can be objectively determined, the records are considered to satisfy the requirement of division (B)(1) of section 1706.761 of the Revised Code.

...(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 assignment for the benefit of creditors. ...

... (B) The appropriate tribunal may order supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series' activities for any of the following reasons: (1) On application of a member associated with the series, if the applicant establishes good cause; (2) On application of an assignee associated with a series, if both of the following apply: (a) There are no member...

...e of business within this state, when such plan is proposed by such corporation or by any of its shareholders or creditors and contains a proposal to issue securities in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange or partly for cash. The division may also approve the terms of such issuance and exchange and the fairness of such terms, after a hea...

... 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 practice. (B) Any person who makes or opposes a control bid to offerees in this state, or who realizes any profit which inures to and is recoverable by a corporation, ...

...vision 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 division shall issue a license certificate to the entity.

...e or recommendations, or solicit the purchase or sale of securities. For purposes of this division, a portal operator shall not be considered to be offering investment advice or recommendations merely because it selects, or may perform due diligence with respect to, issuers or offerings to be listed or merely because it provides general investor educational materials. (B) Provide transaction-based compensation for ...

...spect who has not been charged with the offense to which the record pertains, or of an information source or witness to whom confidentiality reasonably has been promised; (b) Information provided by an information source or witness to whom confidentiality reasonably has been promised, which information reasonably would tend to disclose the identity of the information source or witness; (c) Specific confidential in...

...d by section 13(k) of the "Securities Exchange Act of 1934," 116 Stat. 787, 15 U.S.C.A. 78m, as amended.

...ny 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 defrauded, prejudiced, or damaged by such qualification, the division may permit such secur...