Ohio Revised Code Search

...(A) Unless either a written operating agreement for the limited liability company or a written agreement with a manager establishes additional fiduciary duties or the duties of the manager have been modified, waived, or eliminated as contemplated by section 1706.08 of the Revised Code, the only fiduciary duties of a manager to the limited liability company or its members are the duty of loyalty and the duty of care s...

...A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person.

...(A) Upon reasonable notice provided to the limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (B) A limited liability company may cha...

...Each member and agent of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited liability company, or by any other person as to matters the member or the agent reasonably believes are within that other person's professional or expert compet...

...If a member dies, the deceased member's personal representative or other legal representative may, for purposes of settling the estate, exercise the rights of a current member under section 1706.33 of the Revised Code.

...The only interest of a member that is assignable is the member's membership interest. A membership interest is personal property.

...(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) The court 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 li...

...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,...

...(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...

...ation with the appropriate court in the county in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county in which the dissolved limited liability company's statutory agent is or was last located, for a determination of the amount and form of security to be provided for payment of the following claims: (1) Claims that are contingent; (2) Claims t...

...(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...

...payroll administrator, except that in a county-operated municipal court they shall receive the compensation out of the treasury of the county in which the court is located that the board of county commissioners prescribes. Probation officers have all the powers of regular police officers and shall perform any duties that are designated by the judge or judges of the court. Assignment commissioners shall assign cases f...

... environmental division of the Franklin county municipal court, the judges of the court shall appoint a chief environmental specialist, may appoint one or more environmental specialists and environmental division referees, and may appoint any employee or officer whom the judges can appoint pursuant to section 1901.32 or division (A) of section 1901.33 of the Revised Code. In lieu of, or in addition to, appointing env...

...the municipal court. (B) The Auglaize county, Brown county, Clermont county, Columbiana county, Hocking county, Holmes county, Jackson county, Morrow county, Ottawa county, Paulding county, Perry county, Portage county, and Putnam county prosecuting attorneys shall prosecute in municipal court all violations of state law arising in their respective counties. The Carroll county, Crawford county, Hamilton county, Mad...

...The records of a municipal court may be proved by a transcript certified by the clerk of the municipal court under its official seal, which seal shall consist of the coat of arms of the state within a circle one and one-fourth inches in diameter, and shall be surrounded by the name of the municipal court.

...fficers. The legislative authority of a county-operated municipal court may pay rent for the accommodations. The legislative authority shall provide for the use of the court suitable accommodations for a law library, complete sets of reports of the supreme and inferior courts, and such other law books and publications as are considered necessary by the presiding judge, and shall provide for each courtroom a copy of ...

...th the city treasurer, except that in a county-operated municipal court, they shall be filed with the treasurer of the county in which the court is located. Whenever a surety bond is given, the premium on the bond shall be paid out of the city treasury, except that in a county-operated municipal court, the premium on the bond shall be paid out of the treasury of the county in which the court is located.

...The legislative authority may procure insurance covering the judges of the municipal court and the employees of the municipal court, including but not limited to any deputy clerks, the bailiff of the municipal court and any deputy bailiffs, the assignment commissioner, and probation department personnel, in one or more policies, against liability arising from the duties of their office or employment, including liabil...

...employees of a municipal corporation or county. (C) The liability coverage provided under division (B) of this section shall be in an amount and subject to terms and conditions that are necessary to protect the clerk of the municipal court against liability arising from the duties of his office or employment and that are consistent with the method or arrangement used for the provision of the coverage. (D) The costs...

...(A) Notwithstanding sections 149.381 and 149.39 of the Revised Code and subject to division (E) of this section, each municipal court, by rule, may order the destruction or other disposition of the files of cases that have been finally disposed of by the court for at least five years as follows: (1) If a case has been finally disposed of for at least five years, but less than fifteen years prior to the adoptio...

...(A) If a sheriff or chief of police has not taken, or caused to be taken, a person's or child's fingerprints in accordance with division (A)(1) of section 109.60 of the Revised Code with respect to a crime or act set forth in that division by the time of the arraignment or first appearance of the person or child with respect to that crime or act, the municipal court shall order the person or child to appear bef...

...(A)(1) Notwithstanding any other provision of the Revised Code, if at the time of sentencing or at any time after sentencing a municipal court finds that a person who is found guilty of an offense is unable to pay costs, the court may order the offender to perform community service in lieu of costs. (2) Notwithstanding any other provision of the Revised Code, if at the time of sentencing or at any time after sente...

...(A) In Georgetown in Brown county, in Mount Gilead in Morrow county, in any municipal corporation located entirely on an island in Lake Erie, and in all other municipal corporations having a population of more than two hundred, other than Batavia in Clermont county, not being the site of a municipal court nor a place where a judge of the Auglaize county, Crawford county, Jackson county, Miami county, Montgomery count...

...located is within the jurisdiction of a county court.

...(A) The supreme court may adopt rules prescribing educational standards for mayors of municipal corporations who conduct a mayor's court and who wish to exercise the jurisdiction granted by section 1905.01 of the Revised Code over a prosecution or criminal cause involving a violation of section 4511.19 of the Revised Code or a municipal OVI ordinance as defined in section 4511.181 of the Revised Code. Any educational...

...(A) The supreme court may adopt rules prescribing educational standards and procedural and operational standards for mayors of municipal corporations who conduct a mayor's court and who wish to exercise the jurisdiction granted by section 1905.01 of the Revised Code over a prosecution or criminal cause other than a prosecution or cause within the scope of the standards described in section 1905.03 of the Revised Code...

...ansfer the case to the municipal court, county court, or court of common pleas with jurisdiction over the alleged violation and shall require the person to enter into a recognizance to appear before that court. If a person who is charged with a violation of a law or an ordinance is brought before a mayor's court and the violation charged is within the jurisdiction of the court, as set forth in section 1905.01 of the...

...(A) The mayor of a municipal corporation who conducts a mayor's court shall register annually with the supreme court as provided in this division. The mayor shall file the registration on a form prescribed by the supreme court and not later than the fifteenth day of January in any year in which the mayor conducts a mayor's court or at least fifteen days before the mayor first conducts a mayor's court in a particular ...

...Neither the clerk of a mayor's court, nor his deputy, nor a mayor's court magistrate, shall be concerned as counsel or agent in the prosecution or defense of any case before the mayor's court.

...(A) A mayor of a municipal corporation that has a mayor's court may appoint a person as mayor's court magistrate to hear and determine prosecutions and criminal causes in the mayor's court that are within the jurisdiction of the mayor's court, as set forth in section 1905.01 of the Revised Code. No person shall be appointed as a mayor's court magistrate unless the person has been admitted to the practice of law in th...

...its and process is coextensive with the county in criminal cases and in cases of violations of ordinances of the municipal corporation. In serving such writs and process and taxing costs on them, the chief of police, other police officer, or marshal shall be governed by the laws pertaining to constables. The fees of the mayor are the same as those allowed in the municipal or county court within whose jurisdiction the...

...When two villages adjoin each other on opposite sides of the line of any railroad, the boundary line between such villages, except where otherwise established by law is along the middle of the right of way of such railroad.

...(A) The mayor of a municipal corporation has, within the corporate limits, all the powers conferred upon sheriffs to suppress disorder and keep the peace. (B) The mayor of a municipal corporation shall award and issue all writs and process that are necessary to enforce the administration of justice throughout the municipal corporation. The mayor shall subscribe his name and affix his official seal to all writs, pro...

...The mayor of a municipal corporation that has a mayor's court, and a mayor's court magistrate, are entitled to suspend, and shall suspend, in accordance with sections 4510.02, 4510.07, and 4511.19 of the Revised Code, the driver's or commercial driver's license or permit or nonresident operating privilege of any person who is convicted of or pleads guilty to a violation of division (A) of section 4511.19 of the Revi...

...(A)(1) Notwithstanding any other provision of the Revised Code, if at the time of sentencing or at any time after sentencing a mayor's court finds that a person who is found guilty of an offense is unable to pay costs, the court may order the offender to perform community service in lieu of costs. (2) Notwithstanding any other provision of the Revised Code, if at the time of sentencing or at any time after sentenc...

...The mayor of a municipal corporation and a mayor's court magistrate shall keep a docket. Neither the mayor of a municipal corporation nor a mayor's court magistrate shall retain or receive for his own use any of the fines, forfeitures, fees, or costs he collects. A mayor's court magistrate shall account for all such fines, forfeitures, fees, and costs he collects and transfer them to the mayor. The mayor shall accoun...