Ohio Revised Code Search

...(A) An assignment, in whole or 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; ...

...(A) On application to a court of competent jurisdiction by any judgment creditor 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 o...

...(A) A person 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)...

...A person 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 t...

...(A) A person who has dissociated as a member shall have no right to participate as a member 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 th...

...(A) Except as otherwise provided in this division, upon reinstatement of a limited liability company's articles or a foreign limited liability company's registration in accordance with section 1706.09 of the Revised Code, the rights and privileges, including all real or personal property rights and credits and all contract and other rights, of the company existing at the time its articles or registration were cancele...

...(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...

...(A) 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,...

... (C) Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred in either of the following circumstances: (1) A claimant who was given notice under division (B) of this section does not deliver the claim to the dissolved limited liability company by the deadline. (2) A claimant whose claim was rejected by the dissolved limited liability company doe...

...tion, unless sooner barred by any other statute limiting actions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within two years after the publication of the notice: (1) A claimant who was not given notice under division (B) of section 1706.473 of the Revised Code; (2) A claimant whose claim wa...

...(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 ...

...(A) The law of the state or other 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 agent...

...(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 shall not be considered to be transacting business in this state within the meaning of sections 1706.51 to 1706.515 of the Revised Code by reason of its or any one or more of its series' carrying on in this state any of the following actions: (1) Maintaining, defending, or settling in its own behalf any proceeding or dispute; (2) Holding meetings or carrying on any other ac...

...(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...

...(A) A member may commence or maintain 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 serie...

...(A) A member may commence or maintain 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 ...

...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...

...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)(1) 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 co...

...A derivative action may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially 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.