Ohio Revised Code Search

...(A) A limited liability company may merge with one or more other constituent entities pursuant to sections 1706.71 to 1706.713 of the Revised Code and to an agreement of merger if all of the following conditions are met: (1) The governing statute of each of the other entities authorizes the merger. (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes. (3) Each...

... 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 provided in the agreement; or (2) Except as otherwise prohibited ...

...f the following: (1) Each constituent limited liability company, as provided in division (A) of section 1706.17 of the Revised Code; (2) Each other constituent entity, as provided in its governing statute. (B) A certificate of merger under this section shall include all of the following: (1) The name and form of each constituent entity, the jurisdiction of its governing statute, and its registration number, i...

...t as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 1706.47 to 1706.475 of the Revised Code and does not dissolve a series for purposes of sections 1706.76 to 1706.7613 of the Revised Code. (9) If the surviving entity is created pursuant to the merger: (a) If it is a limited liability company, th...

...(A) An entity other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an entity other than a limited liability company pursuant to sections 1706.72 to 1706.723 of the Revised Code and a written declaration of conversion if all of the following apply: (1) The governing statute of the entity that is not a limited liability company authorizes th...

...d 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 declaration; or (2) Except as otherwise prohibite...

...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 entity; (b) The n...

...ion. (8) If the converted entity is a limited liability company, for all purposes of the laws of this state, the limited liability company shall be deemed to be the same entity as the converting entity, and the conversion shall constitute a continuation of the existence of the converting entity in the form of a limited liability company. (9) If the converted entity is a limited liability company, the existence of...

...a member of a constituent or converting limited liability company will have personal liability with respect to a surviving or converted entity, approval or amendment of a plan of merger or a declaration of conversion are ineffective without the consent of the member, unless both of the following conditions are met: (1) The limited liability company's operating agreement provides for approval of a merger or conversi...

...Sections 1706.71 to 1706.74 of the Revised Code do not preclude an entity from being merged or converted under law other than this chapter.

...pecified 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 with division (A) of this section may carry on any activity, whether or not for profit.

...e 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, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of a series. (B) Division (A) of this section applies only if all of the foll...

... name of the series, in the name of the limited liability company, through a nominee, or otherwise. (B) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of t...

...her of the following applies: (A) The limited liability company has established any series under this chapter when the statement of limitations is contained in the articles of organization; (B) The statement of limitations makes reference to a specific series of the limited liability company.

...(A) A person shall not voluntarily dissociate as a member associated with a series. (B) A person's dissociation from a series is wrongful only 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 ...

...erson is dissociated as a member of the limited 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 unlawfu...

...ation, or liability to that series, the limited liability company, or the other members that the person incurred while a member associated with that series. (C) A member's dissociation from a series does not, in itself, cause the member to dissociate from any other series or require the winding up of the series. (D) A member's dissociation from a series does not, in itself, cause the member to dissociate from the...

... without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by section 1706.761 of the Revised Code.

...following: (A) The dissolution of the limited liability company under section 1706.47 of the Revised Code; (B) An event or circumstance that the operating agreement states causes dissolution of the series; (C) The consent of all of the members associated with the series; (D) The passage of ninety days after the occurrence of the dissociation of the last remaining member associated with the series; (E) On ap...

...(A) A dissolved series continues its existence as a series but shall 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 the assets of the series; (2) Disposing of the properties of the series that will not be distributed in kind to persons owning membership interests associated with the serie...

...(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...

...ll 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. (5) State tha...

...incipal web site then maintained by the limited liability company, if any, and provided to the secretary of state to be posted on the web site maintained by the secretary of state in accordance with division (J) of section 1706.474 of the Revised Code. The notice shall be considered published when posted on the secretary of state's web site. (2) It shall describe the information that must be included in a claim and...

...(A) Upon the winding up of a series, payment or adequate provision for payment shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series. (B) After a series complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to...

...This chapter modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).