Ohio Revised Code Search

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

...bligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be 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 l...

...(A) Assets of a series may be held directly or indirectly, including in the 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 percentag...

...The statement of limitation on liabilities of a series required by division (B)(3) of section 1706.761 of the Revised Code is sufficient regardless of whether either 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 s...

...(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 ...

... It is unlawful to carry on the series' activities with the person as a member associated with that series. (2) The person is an entity and, within ninety days after the series notifies the person that it will be expelled as a member associated with that series because the person has filed a certificate of dissolution or the equivalent, or its right to transact business has been suspended by its jurisdiction of for...

...all have no right to participate in the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series. (B) A person's dissociation as a member associated with a series does not of itself discharge the person from any debt, obligation, or liability to that series, the limited liability company, ...

...A series may be dissolved and its activities and affairs may be wound up 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.

...A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the 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 t...

... 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 series; (3) Discharging or making provisions for ...

...ith the series, may wind up the series' activities. (B) The appropriate tribunal may order supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series' activities for any of the following reasons: (1) On application of a member associated with the series, if the applicant establishes good cause; (2) On application of an assignee associated with a series, if b...

...er barred by any other statute limiting actions, a claim against a dissolved series is barred in either of the following circumstances: (1) If a claimant who was given notice under division (B) of this section does not deliver the claim to the dissolved series by the deadline; (2) If a claimant whose claim was rejected by the dissolved series does not commence a proceeding to enforce the claim within ninety days ...

...er 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 series within two years after the publication date of the notice: (1) A claimant who was not given notice under division (B) of section 1706.7611 of the Revised Code; (2) A claimant whose claim was timely sent to the dissolved...

... 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 each person owning a membership interest associated with the series that reflects contributions made on account of that membership interest and not previously returned, an amount equal to the value of the person's unr...

...natures 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).

...ting under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.

...On and after February 11, 2022, this chapter shall govern all limited liability companies, including every foreign limited liability company that files an application for registration as a foreign limited liability company on or after February 11, 2022, every foreign limited liability company that registers a name in this state on or after February 11, 2022, every foreign limited liability company that has registered...

...t existing as such at the time of the enactment of any such amendment.

...s, and a transfer agent or other person acting for or as an issuer of securities. (I) "Security" has the same meaning as in division (B) of section 1707.01 of the Revised Code and includes, but is not limited to, a certificated security, an uncertificated security, and a security account. (J) "Security account" means either of the following: (1) A reinvestment account associated with a security; a securities accou...

...Only individuals whose registration of a security shows sole ownership by one individual or multiple ownership by two or more individuals with a right of survivorship, rather than ownership as tenants in common, may obtain registration in beneficiary form. Multiple owners of a security registered in beneficiary form hold as joint tenants with a right of survivorship and not as tenants in common.

...alid and authorized as a matter of contract law.

...A security, whether evidenced by a certificate or account, is registered in beneficiary form when the registration includes a designation of a beneficiary to take the ownership of the security at the time of the death of the owner or the deaths of all multiple owners.

...Registration in beneficiary form may be shown by the words "transfer-on-death" or the abbreviation "TOD," after the name of the registered owner and before the name of a beneficiary.

...The designation of a transfer-on-death beneficiary on a registration in beneficiary form has no effect on ownership until the death of the owner of a security. A registration in beneficiary form of a security may be canceled or changed at any time by the sole owner or all of the then surviving owners of the security, without the consent of the beneficiary.

...Subject to the limitations of section 5731.39 of the Revised Code, on the death of a sole owner or the last to die of all multiple owners, ownership of a security registered in beneficiary form shall pass to the beneficiary or beneficiaries who survived all owners. On proof of death of all owners and compliance with any applicable requirements of the registering entity, but subject to the limitations of section 5731....