Ohio Revised Code Search

...only if an action on that claim is commenced before expiration of the period specified in division (B)(2) of section 1701.88 of the Revised Code.

... as the court considers proper, at any time may order and adjudge in respect of all of the following matters: (1) Any proceedings or actions under division (C) of section 1701.881 of the Revised Code; (2) The presentation and proof of all claims and demands against the corporation and of all rights, interests, or liens in or on any of its property including property described in division (F) of section 1701....

...rty to the receiver or the receiver's nominee. (B) Any officer, director, shareholder, or other person, whether a resident of the state or a non-resident and however interested, may be appointed as receiver. (C) Unless otherwise ordered, the receiver shall have all the authority vested in the directors and officers of the corporation, shall exercise such authority subject to such orders as are made by the co...

...authority and duties as the court from time to time may direct, to take such other proceedings as may be necessary to protect the property or the rights of the complainants or of the persons interested, and to carry on the business of the corporation until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court, by injunction or order, may stay the prosecution of ...

...the complaint of the holders of shares entitling them to exercise not less than one-fifth of the voting power of a corporation in the election of directors, the court of common pleas of the county in which the corporation maintains its principal office may order the appointment of a provisional director for that corporation if the articles or regulations of the corporation expressly provide for such an appoint...

...olders, or of the directors, or of any committee thereof, including any written consent, waiver, release, or agreement entered in the record of minutes, or the original or a copy of a statement that no specified proceeding was had or that no specified consent, waiver, release, or agreement exists, shall, when certified to be true by the secretary or an assistant secretary of a corporation, be received in the courts a...

... goods to or performing services for a domestic or foreign corporation owes no duty to, incurs no liability or obligation to, and is not in privity with the shareholders or creditors of the corporation by reason of providing goods to or performing services for the corporation. (B) Absent an express agreement to the contrary, a person providing goods to or performing services for a shareholder or group of shareholder...

...t a corporate name, limited liability company name, limited liability partnership name, limited partnership name, or trade name has been filed, the name of which is not distinguishable upon the record as provided in section 1701.05 of the Revised Code, the secretary of state shall require the applicant for reinstatement, as a condition prerequisite to such reinstatement, to amend its articles by changing its n...

...ll be brought after four years from the time of the act complained of. (D) Remedies under this section are not exclusive of other remedies at common law or under other statutes.

... with respect to mailing a copy of an amendment to, or copy of new, regulations; (3) Perform the obligation imposed on it by division (C) of section 1701.25 of the Revised Code; (4) Send to any shareholder making written request therefor, within the period provided for in division (C) of section 1701.38 of the Revised Code, a copy of any financial statement, written statement, or report, as applicable, referred t...

...ent at a meeting of the directors or a committee of the directors at which action on any matter is authorized or taken and who has not voted for or against the action shall be presumed to have voted for the action unless that director's written dissent from the action is filed, either during the meeting or within a reasonable time after the adjournment of the meeting, with the person acting as secretary of the meetin...

...s for any failure to seek, achieve, or comply with any beneficial purpose of the benefit corporation set forth in the articles of the corporation. (C) An action to require a benefit corporation to comply with a beneficial purpose set forth in its articles may be brought only by the benefit corporation or in a derivative action on behalf of the benefit corporation by any of the following: (1) A director of the cor...

... corporation after such articles have been canceled or after such corporation has been dissolved or after the period of existence of the corporation specified in its articles has expired, except such acts as are incident to the winding up of the affairs of such corporation, or are required to obtain reinstatement of the articles in accordance with section 1701.07, 1701.921, 1785.06, or 5733.22 of the Revised Code, or...

...or the organization, conduct, or government of designated classes of corporations shall govern to the exclusion of sections 1701.01 to 1701.98, inclusive, of the Revised Code, on the same subject, except where it clearly appears that a special provision is cumulative, in which case it and the provisions of said sections on the same subject shall apply. (C) A corporation created before September 1, 1851, which (1) ha...

...Whoever violates section 1701.97 of the Revised Code shall be fined not less than one hundred nor more than one thousand dollars.

...y cash, property, services rendered, promissory note, or other binding obligation to contribute cash or property or to perform services that a member contributes to a limited liability company in the capacity as a member. (C) "Conveyance" means every assignment, lease, mortgage, or encumbrance. (D) "Entity" means any of the following: (1) A corporation existing under the laws of this state or any other state...

.... (C) "Constituent limited liability company" means a constituent entity that is a limited liability company. (D) "Constituent entity" means an entity that is party to a merger. (E) "Contribution" means anything of value including cash, property, or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a person contributes to a limited li...

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

...ll the facts known to the person at the time. (4) The person is deemed to have notice of the fact under division (D) of this section. (C) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. (D) A person is deemed to have notice of the following: (1) The matters included in a limited liability com...

...d 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.

...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, or activities of the limited liability company. (C) Without limiting the general powers enumerated in division (B) of this section, a limited liability company shall have the power and authority to ...

...iples 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 interest in a ...

... (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 the obligations of the limited liability company or another series thereof.

...me to which the exclusive right, at the time in question, is registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code. (C) A limited liability company may apply to the secretary of state for authorization to use a name that is not distinguishable from the names identified in division (B) of of this section if there also is filed in the office of the secretary of state, on a f...

...ecified consequences; (b) That at the time or upon the happening of events specified in the operating agreement, a member or assignee may be subject to specified penalties or consequences. (5) A penalty or consequence that may be specified under division (B)(4) of this section may include any of the following: (a) Reducing or eliminating the defaulting member's or assignee's proportionate interest in a limited ...