Ohio Revised Code Search

...(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...

...6.472 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 delivered to the secretary of state. (B) Any record to be filed under this chapter ma...

...(A) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved by that failure to sign may petition the appropriate court to order any of the following: (1) The person to sign the record; (2) The person to deliver the record to the secretary of state for filing; (3) The secretary of state to...

...inted, and the secretary of state may impose reasonable requirements upon the dimensions, legibility, quality, and color of the paper and typewriting or printing and upon the format and other attributes of any record that is delivered electronically. The secretary of state shall, at the earliest practicable time, allow for the delivery of a record for filing to be accomplished electronically, without the necessity fo...

...(A) A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a certificate of correction to correct a record previously delivered by the limited liability company or foreign limited liability company to the secretary of state and filed by the secretary of state if at the time of filing the record contained incorrect or inaccurate information or was defectively ...

...(A) A person who signs a record authorized or required to be filed under this chapter thereby affirms under penalty for falsification as described in section 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 informatio...

...(A) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of full force and effect for a limited liability company if the records filed in the office of the secretary of state show that the limited liability company has been formed under the laws of this state. A certificate of full force and effect shall state all of the following: (1) The limited liabilit...

...No person shall have the power to bind the limited liability company, or a series thereof, except: (A) To 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 170...

...pecific person, or, with respect to any position that exists in or with respect to the limited liability company or series thereof, of all persons holding 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, del...

...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.

...cise of the limited liability company's powers or the management of its activities is not a factor to consider in, or a ground for, imposing liability on the members for the debts, obligations, or liability of the limited liability company.

...ember of the limited liability company upon the occurrence of either of the following: (1) If the organizer was authorized by one or more persons intending to be members of the limited liability company to file the articles of organization on their behalf, the formation of the limited liability company; (2) If the organizer was not authorized by any other person intending to be members of the limited liability co...

...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.

...tribute money equal to the value of the portion of the contribution that has not been made. The election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company, or a series thereof, may have under the operating agreement or applicable law. (C)(1) The obligation of a member to make a contribution to a limited liability company ma...

...eceives a percentage of the asset in proportion to the member's share of contributions. (4) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. (B)(1) All members associated with a series shall share equally in any distributions made by the series before its...

...d without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. (E) This chapter does not entitle a member to remuneration for services performed for a limited liability company.

...iation of a limited liability company opportunity; (2) To refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company business as or on behalf of a party having an interest adverse to the limited liability company. (D) A member's duty of care to the limited liability company and the other members in the conduct and winding up of the limited liability compa...

...iation of a limited liability company opportunity; (2) To refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company business as or on behalf of a party having an interest adverse to the limited liability company. (C) A manager's duty of care to the limited liability company in the conduct and winding up of the limited liability company activities is limi...

...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...

...lly 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 competence, including information, opinions, reports, or statements as...

... 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; ...

...member shall be entitled to pay to or deposit with the clerk of the court so issuing the charging order any distribution or distributions to which the judgment debtor would otherwise be entitled in respect of the charged membership interest, and the payment or deposit shall discharge the limited liability company and the judgment debtor from liability for the amount so paid or deposited and any interest that might ac...