Ohio Revised Code Search

...d 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 be the i...

...all the members of a limited liability company or in such other manner authorized by the operating agreement. If an operating agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party 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...

...has been sent to the company within the time and in the manner specified in this division. The authority of the resigning agent terminates thirty days after the filing of the notice with the secretary of state. (G) A limited liability company or foreign limited liability company may revoke the appointment of its agent described in division (A) of this section by filing with the secretary of state, on a form prescri...

...retary of state or at any later date or time specified in the 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 artic...

...s 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 registration number of the limited liability company; (2) The changes the amendment makes to the articles of organization as most recently amended or restated. (D) Restated arti...

...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 may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the reco...

.... (D) A court may award reasonable expenses, including reasonable attorney's fees, to the prevailing party, in whole or in part, with respect to any claim made under division (A) of this section.

...tate 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 shall not b...

...rmation or defective signature. (C) When filed by the secretary of state, a certificate 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.

...on to be incorrect or inaccurate at the time the record was signed.

...rce 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 liability company's name; (2) The limited liability company's date of formation; (3) That the limited liability company is in full ...

...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 1706.30 of the Revised Code; (C) To the extent provided in section 1706.19 o...

...ribed by the secretary of state a statement of authority. Such a statement: (1) Shall include the name and registration number of the limited liability company; (2) May state the authority of a specific 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 ...

...ration 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.

...cts 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 ground for, imposing liability on the members for the debts, obligations, or ...

...imited 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 company, each or...

...ay consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.

... a limited liability company before the time the call occurs. (2) The obligation of a member associated with a series to make a contribution to the series may be compromised only by consent of all the members associated with that series. A conditional obligation of a member to make a contribution to a series may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that m...

...pany as provided in the operating agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company 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 com...

...o matters of a series. (C)(1) The consent of all members is required to do any of the following: (a) Amend the operating agreement; (b) File a petition of the limited liability company for relief under Title 11 of the United States Code, or a successor statute of general application, or a comparable federal, state, or foreign law governing insolvency; (c) Undertake any act outside the ordinary course of the l...

...ng agreement for the limited liability company or a written agreement with a member establishes additional fiduciary duties, in the event that there have been designated one or more 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 th...

...if, and only to the extent that, at the time of a manager's act or omission that is the subject of complaint, either of the following is true: (1) The articles or the operating agreement of the limited liability company state by specific reference to division (E) of this section that the provisions of this division do not apply to the limited liability company. (2) A written agreement between the manager and the ...

... 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.

...d any other persons, for such period of time as the limited liability company deems reasonable, any information that the limited liability company reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited liability company in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its acti...

...ember and agent of a limited liability company shall be fully 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, ...