Ohio Revised Code Search

... 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 ...

...greement; (2) As the result of a transaction effective under sections 1706.71 to 1706.74 of the Revised Code; (3) With the consent of all the members or in the case of a limited liability company having only one member, the consent of the member; (4) If, within ninety consecutive days after the occurrence of the dissociation of the last remaining member, both of the following occur: (a) All holders of the mem...

...A contribution of a member to a limited liability company, or a series thereof, may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

...(A) A promise by a member to make a contribution to a limited liability company, or a series thereof, is not enforceable unless set forth in a writing signed by the member. (B) A member's obligation to make a contribution to a limited liability company, or a series thereof, is not excused by the member's death, disability, or other inability to perform personally. If a member does not make a contribution required b...

...is a decision in the ordinary course of activities of the limited liability company. A member's dissociation does not entitle the dissociated member to a distribution. (3) A member does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in division (C) of section 1706.475 of the Revised Code, a limited liability company m...

...(A)(1) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members. (2) The activities and affairs of a series shall be under the direction, and subject to the oversight, of the members associated with the series. (3) Division (A)(1) of this section shall not apply to the activities and affairs of a series. (B)(1) Except as provided in d...

...ore managers to supervise or manage the activities or affairs of the limited liability company, the only obligation a member owes, in the member's capacity as a member, to the limited liability company and the other members is to discharge the member's duties and obligations under this chapter and the operating agreement in accordance with division (E) of this section. Divisions (C) and (D) of this section shall not ...

...ing up of the limited liability company activities is limited to acting in good faith, in a manner the manager reasonably believes to be in or not opposed to the best interests of the limited liability company. (D) For purposes of division (C) of this section, both of the following apply: (1) A manager of a limited liability company shall not be determined to have violated the manager's duties under division (C) ...

...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.

...atter within the ordinary course of its activities, may do either of the following: (1) Impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; (2) Keep confidential from the members and any other persons, for such period of time as ...

...nd amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations; (C) Any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.

...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.

...ate in the management or conduct of the activities of the limited liability company, or a series thereof; (b) Have access to records or other information concerning the activities of the limited liability company, or a series thereof. (B) An assignee has the right to receive, in accordance with the assignment, distributions to which the assignor would otherwise be entitled. (C) A membership interest may be evid...

...ted liability company. Court orders for actions or requests for accounts and inquiries that the judgment debtor might have made to the limited liability company are not available to a judgment creditor attempting to satisfy the judgment out of the judgment debtor's membership interest and may not be ordered by a court.

...(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)...

...arry on the limited liability company's activities with the person as a member. (2) The person is an entity and, within ninety days after the limited liability company notifies the person that it will be expelled as a member because the person has filed a statement of dissolution or the equivalent, or its right to transact business has been suspended by its jurisdiction of formation, the statement of dissolution or...

...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 the Revised Code continue only with regard to matters arising...

...roperty rights and credits and all contract and other rights, of the company existing at the time its articles or registration were canceled shall be fully vested in the company as if its articles or registration had not been canceled, and the company shall again be entitled to exercise the rights and privileges authorized by its articles. The name of a company whose articles have been canceled shall be reserved for ...

...he secretary of state to take, whatever action the court considers appropriate. (C) The appropriate court's order or decision may be appealed as in any other civil proceeding.

...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 pursuant to sec...

...bility 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) Discharging or making provisions for discharging its liabilities; (4) Distributing its rem...

...(A) In an action for assault or battery brought against a mental health professional that asserts as a claim that, while the plaintiff was a mental health client or patient of the mental health professional, the mental health professional engaged in sexual conduct with, had sexual contact with, or caused one or more other persons to have sexual contact with the plaintiff, the consent of the plaintiff to the sexual co...

...nating address" means the string of characters used to specify the source of any electronic mail message. (7) "Person" has the same meaning as in section 1.59 of the Revised Code, but when a person is not an individual, the person responsible for transmitting or causing to be transmitted an electronic mail advertisement is the particular division of the partnership, corporation, or other business entity actuall...

...The attorney general may bring a civil action in the Franklin county court of common pleas on behalf of the department of medicaid, and the prosecuting attorney of the county in which a violation of division (B) of section 2913.401 of the Revised Code occurs may bring a civil action in the court of common pleas of that county on behalf of the county department of job and family services, against a person who vi...

...e has and may commence a civil cause of action against the offender for any of the following, in addition to reasonable attorney's fees and the costs of bringing the civil action: (1) An injunction or a temporary restraining order prohibiting further dissemination of the image that is the subject of the violation; (2) Compensatory and punitive damages for harm resulting from the violation. (B) The victim shall ...

... facility may elect to commence a civil action under division (A) of section 2307.60 or section 2307.61 of the Revised Code or under this section against any person who willfully causes damage to the critical infrastructure facility. The plaintiff may recover compensatory damages equal to the replacement value of the property that was damaged. The plaintiff also may recover reasonable attorney's fees, court costs, an...

...to person or property as a result of an act committed in violation of section 2909.05, 2927.11, or 2927.12 of the Revised Code has a civil action against the offender and may recover in that action full compensatory damages, including, but not limited to, damages for emotional distress, and may recover punitive or exemplary damages, court costs, other reasonable expenses incurred in maintaining that action, and the r...

... rules of the director of environmental protection pursuant to division (A) of section 3734.12 of the Revised Code, hazardous substances as defined in section 3716.01 of the Revised Code, and hazardous substances, pollutants, and contaminants as defined in or by regulations adopted pursuant to the "Comprehensive Environmental Response, Compensation, and Liability Act of 1980," 94 Stat. 2767, 42 U.S.C. 9601, as amende...

...(A) Subject to divisions (B)(1), (2), and (3) of this section, sections 2315.32 to 2315.36 of the Revised Code apply to a product liability claim that is asserted pursuant to sections 2307.71 to 2307.80 of the Revised Code. (B)(1) Express or implied assumption of the risk may be asserted as an affirmative defense to a product liability claim under sections 2307.71 to 2307.80 of the Revised Code, except that express ...

... on a claim that is asserted in a civil action, other than a product liability claim, is not subject to sections 2307.71 to 2307.79 of the Revised Code, but may occur under the common law of this state or other applicable sections of the Revised Code. (D)(1) Sections 2307.71 to 2307.80 of the Revised Code do not supersede, modify, or otherwise affect any statute, regulation, or rule of this state or of the United St...

...(A) A manufacturer is subject to liability for compensatory damages based on a product liability claim only if the claimant establishes, by a preponderance of the evidence, all of the following: (1) Subject to division (B) of this section, the manufacturer's product in question was defective in manufacture or construction as described in section 2307.74 of the Revised Code, was defective in design or formula...

...A product is defective in manufacture or construction if, when it left the control of its manufacturer, it deviated in a material way from the design specifications, formula, or performance standards of the manufacturer, or from otherwise identical units manufactured to the same design specifications, formula, or performance standards. A product may be defective in manufacture or construction as described in this sec...

...he time it left the control of its manufacturer, the foreseeable risks associated with its design or formulation as determined pursuant to division (B) of this section exceeded the benefits associated with that design or formulation as determined pursuant to division (C) of this section. (B) The foreseeable risks associated with the design or formulation of a product shall be determined by considering factors...

...f, when it left the control of its manufacturer, both of the following applied: (a) The manufacturer knew or, in the exercise of reasonable care, should have known about a risk that is associated with the product and that allegedly caused harm for which the claimant seeks to recover compensatory damages; (b) The manufacturer failed to provide the warning or instruction that a manufacturer exercising reasonable care...

...m, when it left the control of its manufacturer, to a representation made by that manufacturer. A product may be defective because it did not conform to a representation even though its manufacturer did not act fraudulently, recklessly, or negligently in making the representation.

...to it even though the supplier did not act fraudulently, recklessly, or negligently in making the representation. (B) A supplier of a product is subject to liability for compensatory damages based on a product liability claim under sections 2307.71 to 2307.77 of the Revised Code, as if it were the manufacturer of that product, if the manufacturer of that product is or would be subject to liability for compensa...

...mpensatory damages for harm from a manufacturer in accordance with section 2307.73 of the Revised Code or from a supplier in accordance with division (B) of section 2307.78 of the Revised Code, the claimant may recover from the manufacturer or supplier in question, in that action, compensatory damages for any economic loss that proximately resulted from the defective aspect of the product in question. (B) If a claim...

...ges shall not be awarded against a manufacturer or supplier in question in connection with a product liability claim unless the claimant establishes, by clear and convincing evidence, that harm for which the claimant is entitled to recover compensatory damages in accordance with section 2307.73 or 2307.78 of the Revised Code was the result of misconduct of the manufacturer or supplier in question that manifested a f...

...the intent of the general assembly in enacting section 2307.81 of the Revised Code to benefit all the citizens of this state and protect the vitality of the agricultural and aquacultural economy by providing a cause of action for producers of perishable agricultural and aquacultural food products to recover damages for the disparagement of such food products. (B) As used in this section: (1) "Disparagement" means t...

...ction 37.51(b), as amended. (H) "Civil action" means all suits or claims of a civil nature in a state or federal court, whether cognizable as cases at law or in equity or admiralty. "Civil action" does not include any of the following: (1) A civil action relating to any workers' compensation law; (2) A civil action alleging any claim or demand made against a trust established pursuant to 11 U.S.C. section 524(g); ...

...o silica is a substantial contributing factor, shall be an essential element of a silicosis claim in any tort action. (B) No person shall bring or maintain a tort action alleging a silicosis claim based on a nonmalignant condition in the absence of a prima-facie showing, in the manner described in division (A) of section 2307.87 of the Revised Code, that the exposed person has a physical impairment, that the physica...

...xed dust is a substantial contributing factor, shall be an essential element of a mixed dust disease claim in any tort action. (B) No person shall bring or maintain a tort action alleging a mixed dust disease claim based on a nonmalignant condition in the absence of a prima-facie showing, in the manner described in division (A) of section 2307.87 of the Revised Code, that the exposed person has a physical impairment...

...(A) The plaintiff in any tort action who alleges a silicosis claim or a mixed dust disease claim shall file, within thirty days after filing the complaint or other initial pleading, a written report and supporting test results constituting prima-facie evidence of the exposed person's physical impairment that meets the minimum requirements specified in division (B), (C), or (D) of section 2307.85 or division (B), (C),...

...ition that is filed before the cause of action pursuant to this division arises is preserved for purposes of the period of limitations. (B) A silicosis claim or a mixed dust disease claim that arises out of a nonmalignant condition shall be a distinct cause of action from a silicosis claim or a mixed dust disease claim, as the case may be, relating to the same exposed person that arises out of silica-related cancer ...

...The following apply to all tort actions for silicosis or mixed dust disease claims brought against a premises owner to recover damages or other relief for exposure to silica or mixed dust on the premises owner's property: (A) A premises owner is not liable for any injury to any individual resulting from silica or mixed dust exposure unless that individual's alleged exposure occurred while the individual was a...

...(A) Nothing in sections 2307.84 to 2307.90 of the Revised Code is intended to do, and nothing in any of those sections is interpreted to do, either of the following: (1) Affect the rights of any party in bankruptcy proceedings; (2) Affect the ability of any person who is able to make a showing that the person satisfies the claim criteria for compensable claims or demands under a trust established pursuant to a plan...