Ohio Revised Code Search

... 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 respect of the membership interest. (B) After the limited liability company is served with a charging order, the limited liability company or any member shall be en...

...shall not voluntarily dissociate from a limited liability company. (B) A person's dissociation from a limited liability company is wrongful only 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 i...

...erson is dissociated as a member from a limited liability company in any of the following circumstances: (A) An event stated in the operating agreement as causing the person's dissociation occurs. (B) The person is expelled as a member pursuant to the operating agreement. (C) The person is expelled as a member by the unanimous consent of the other members if any of the following apply: (1) It is unlawful to c...

...er in the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated. (B) Upon a person's dissociation, the member's duty of loyalty and duty of care under divisions (C) and (D) of section 1706.31 of the Revised Code continue only with regard to matters arising and events occurring before t...

...(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...

...A limited liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following: (A) An event or circumstance that the operating agreement states causes dissolution; (B) The consent of all the members; (C) A limited liability company with canceled articles has failed to cure the grounds for cancellation for three years or more and any member or person authorized pursu...

...(A) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs. Appropriate activities include all of the following: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to persons owning membership interests; (3) Dischargin...

... 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, 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 ...

...(A) A dissolved limited liability company may dispose of any known claims against it by following the procedures described in division (B) of this section at any time after the effective date of the dissolution of the limited liability company. (B) A dissolved limited liability company may give notice of its dissolution in a record to the holder of any known claim. The notice shall do all of the following: (1) Id...

...(A) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice. (B) The notice described in division (A) of this section shall meet all of the following requirements: (1) It shall be posted prominently on the principal web site then maintained by the limited liability co...

...(A) Upon the winding up of a limited liability company, payment or adequate provision for payment, shall be made to creditors, including members who are creditors, in satisfaction of liabilities of the limited liability company. (B) After a limited liability company complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to each person owning a membership interest that ...

...ther jurisdiction under which a foreign limited liability company is 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 liabil...

...(A) In order for a foreign limited liability company or any one or more of its series to transact business in this state, the foreign limited liability company shall register with the secretary of state. Neither a foreign limited liability company nor any one or more of its series may transact business in this state until the registration has been approved by the secretary of state and the foreign limited liability c...

...(A) A foreign limited liability company whose name does not comply with section 1706.07 of the Revised Code may not file a registration as a foreign limited liability company until it adopts, for the purpose of transacting business in this state, an assumed name that complies with section 1706.07 of the Revised Code. A foreign limited liability company that adopts an assumed name under this division and then files a ...

...(A) A foreign limited liability company that has a registration as a foreign limited liability company in the records of the secretary of state may cancel its registration as a limited liability company by delivering for filing a certificate of cancellation of registration of a foreign limited liability company to the secretary of state. (B) A certificate of cancellation of registration of a foreign limited liabili...

...(A) No foreign limited liability company, or a series thereof, transacting business in this state, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts unless an effective registration as a limited liability company for the foreign limited liability company is on file in the records of the secretary of state. (B) A court may stay a proceedi...

...n a derivative action in the right of a limited liability company to recover a judgment in favor of the limited liability company by complying with sections 1706.61 to 1706.617 of the Revised Code. (B) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series to recover a judgment in favor of the series by complying with sections 1706.61...

...a derivative action in the right of the limited liability company only if the member meets 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...

...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 demand has been rejected by t...

...For the purpose of allowing the limited liability company or the series thereof time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to sections 1706.61 to 1706.617 of the Revised Code, the court may stay any derivative action for the period the court deems appropriate.

...) A derivative action in the right of a limited liability company shall be dismissed by the court on motion by the limited liability company if one of the groups specified in division (A)(2) of this section has determined in good faith, after conducting a reasonable inquiry upon which its conclusions are based, that the maintenance of the derivative action is not in the best interests of the limited liability company...

... affect the interests of members of the limited liability company, or the interests of members associated with a series of the limited liability company, the court shall direct that notice be given to the members affected.

...o any of the following: (A) Order the limited liability company to pay the plaintiff's reasonable expenses, including attorney fees, incurred by the plaintiff in the derivative action if the court finds that the derivative action has resulted in a substantial benefit to the limited liability company; (B) Order a series to pay the plaintiff's reasonable expenses, including attorney fees, incurred by the plaintiff ...

...vative action in the right of a foreign limited liability company, or a series thereof, the right of a person to commence or maintain a derivative action in the right of a foreign limited liability company, or a series thereof, and any matters raised in the action covered by sections 1706.61 to 1706.616 of the Revised Code shall be governed by the law of the jurisdiction under which the foreign limited liability comp...

...gainst another member or members or the limited liability company, or a series thereof, to enforce the member's rights and otherwise protect the member's interests, including rights and interests 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 threatene...