Ohio Revised Code Search

...(A) The requirements of this chapter are in addition to the requirements of other applicable law, including the provisions of Chapters 1701. and 1707. of the Revised Code. (B) Except to the extent specifically provided to the contrary by this chapter, nothing in this chapter shall limit or affect the application of any provision of Chapter 1701. or 1707. of the Revised Code that is not inconsistent with, in conflict...

... authority to manage all or part of the activities or affairs of the limited liability company on behalf of the limited liability company, which person has agreed to serve in such capacity, whether such person is designated as a manager, director, officer, or otherwise. (P) "Member" means a person that has been admitted as a member of a limited liability company under section 1706.27 of the Revised Code and that ha...

..."Ohio Revised Limited Liability Company Act."

...(A) A person knows a fact when either of the following is met: (1) The person has actual knowledge of the fact. (2) The person is deemed to know the fact under law other than this chapter. (B) A person has notice of a fact when any of the following is met: (1) The person knows of the fact. (2) The person receives notification of the fact. (3) The person has reason to know the fact from all the facts known...

...(A) A limited liability company is a separate legal entity. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. (B) A limited liability company has perpetual duration.

...ability company may carry on any lawful activity, whether or not for profit. (B) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its operating agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes...

...ct to the principles of freedom of contract and to the enforceability of operating agreements. (B) Unless displaced by particular provisions of this chapter, principles of law and equity supplement this chapter. (C) Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (D) Sections 1309.406 and 1309.408 of the Revised Code do not apply to any...

...The law of this state governs all of the following: (A) The organization and internal affairs of a limited liability company; (B) The liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company; (C) The authority of the members and agents of a limited liability company; (D) The availability of the assets of a limited liability company or series thereof for...

...(A) The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C.," "LLC," "limited," "ltd.," or "ltd". (B) Except as provided in this section and in sections 1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office the articles of organization of a limited liab...

... and all liabilities for breach of contract and breach of duties, including breach of fiduciary duties, of a member, manager, or other person to a limited liability company or to another member or to another person that is a party to or is otherwise bound by an operating agreement. However, an operating agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of th...

...(A) A limited liability company is bound by and may enforce its operating agreement, whether or not the limited liability company has itself manifested assent to its operating agreement. (B) A person that is admitted as a member of a limited liability company becomes a party to and assents to the operating agreement subject to division (A) of section 1706.281 of the Revised Code. (C) Two or more persons intending...

...to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law; except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended. (B) An operating agreement may provide rights to any person, including a person who is not a party to the operating ag...

...r an entity of the agent's type to transact business or exercise privileges in this state. (B)(1) The secretary of state shall not accept original articles of organization of a limited liability company or an original registration of a foreign limited liability company for filing unless both of the following accompany the articles or registration: (a) A written appointment of an agent as described in division (A)...

...he articles of organization. (C) The fact that articles of organization are on file in the office of the secretary of state is notice of the matters required to be included by divisions (A)(1) to (3) of this section, but is not notice of any other fact. (D) An operating agreement may be entered into before, at the time of, or after the filing of the articles of organization. Regardless of when the operating agree...

...(A) The articles of organization may be amended at any time. (B) The articles of organization may be restated with or without amendment at any time. (C) To amend its articles of organization, a limited liability company shall deliver to the secretary of state for filing, on a form prescribed by the secretary of state, a certificate of amendment containing both of the following information: (1) The name and regi...

...ding up the limited liability company's activities under division (A) of section 1706.472 of the Revised Code or a person appointed under division (B) of section 1706.472 of the Revised Code to wind up those activities. (4) A statement of denial by a person under section 1706.20 of the Revised Code shall be signed by that person. (5) Any other record shall be signed by the person on whose behalf the record is del...

...imited liability company a party to the action. A person aggrieved under division (A) of this section may seek the remedies provided in that division in a separate action against the person required to sign the record or as a part of any other action concerning the limited liability company in which the person required to sign the record is made a party. (C) A record filed unsigned pursuant to this section is effec...

...etary of state shall, at the earliest practicable time, allow for the delivery of a record for filing to be accomplished electronically, without the necessity for the delivery of a physical original record or the image thereof, if all required information is delivered and is readily retrievable from the data delivered. If the delivery of a record for filing is required to be accomplished electronically, that record s...

...ificate of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the correction.

...n 2921.13 of the Revised Code that the facts stated in the record are true in all material respects. (B) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains incorrect or inaccurate information, a person that suffers a loss by reasonable reliance on the information may recover damages for the loss from a person that signed the record, or caused a...

...liability company is authorized to transact business in this state. (C) Subject to any qualification stated in the certificate, a certificate of existence or certificate of registration issued by the secretary of state is, for a period of thirty days after the date of such certificate, conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to tr...

... the extent the person is authorized to act as the agent of the limited liability company or a series thereof under or pursuant to the operating agreement; (B) To the extent the person is authorized to act as the agent of the limited liability company or a series thereof pursuant to division (A) of section 1706.30 of the Revised Code; (C) To the extent provided in section 1706.19 of the Revised Code; (D) To the...

...olding the position, to enter into transactions on behalf of the limited liability company or series thereof. (B) To amend or cancel a statement of authority filed by the secretary of state, a limited liability company shall, on behalf of itself or a series thereof, deliver to the secretary of state for filing an amendment or cancellation on a form prescribed by the secretary of state stating all of the following: ...

...A person named in a filed statement of authority may deliver to the secretary of state for filing on a form prescribed by the secretary of state a statement of denial that does both of the following: (A) States the name and registration number of the limited liability company and the date of filing of the statement of authority to which the statement of denial pertains; (B) Denies the person's authority.

...series thereof, whether arising in contract, tort, or otherwise; or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof. The failure of a limited liability company or any of its members to observe any formalities relating to the exercise of the limited liability company's powers or the management of its activities is not a factor to consider in, or a ...