Ohio Revised Code Search

...s, 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.

...o 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; (4) Subject to section 1706.332 of the Revised Code, does not entitle the assignee to do either of the following: (a) Participate in the ma...

...(A) On application to a court of competent jurisdiction by any judgment creditor of a member or assignee, the court may charge the membership interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after the limited liability company has been served with the charging order, the judgment creditor has only the right to receive any distribution o...

...xpress 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) The person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors. (C) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to...

...the following circumstances: (A) An event stated in the operating agreement as causing the person's dissociation occurs. (B) The person is expelled as a member pursuant to the operating agreement. (C) The person is expelled as a member by the unanimous consent of the other members if any of the following apply: (1) It is unlawful to carry on the limited liability company's activities with the person as a memb...

...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 and events occurring before the member's dissociation, unless ...

... 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 a period of one year after the date of cancellation. ...

...h the street address of its statutory agent is located; (c) If the limited liability company or foreign limited liability company has no statutory agent, to the Franklin county court of common pleas. (2) The limited liability company or foreign limited liability company shall commence its appeal by petitioning the appropriate court to set aside the cancellation or to determine that the limited liability company ...

... effective prior to the passage of such time period; (2) A substitute member has been admitted, as evidenced by a written record, prior to the passage of such time period, which admission is to be effective as of the date of such dissociation. (E) On application by a member, the entry by the appropriate court of an order dissolving the limited liability company on the grounds that it is not reasonably practicable...

...rty as a going concern for a reasonable time; (3) Prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (4) Make an assignment of the limited liability company's property; (5) Resolve disputes by mediation or arbitration; (6) Merge or convert in accordance with sections 1706.71 to 1706.74 of the Revised Code. (C) A limited liability company's dissolution, in itself:...

... any members; (b) Within a reasonable time following the dissolution, a person has not been appointed pursuant to division (A) of this section. (3) In connection with a proceeding under division (E) of section 1706.47 of the Revised Code.

... shall do all of the following: (1) Identify the dissolved limited liability company; (2) Describe the information required to be included in a claim; (3) Provide a mailing address to which the claim is to be sent; (4) State the deadline, by which the dissolved limited liability company must receive the claim. The deadline shall not be sooner than ninety days from the effective date of the notice. (5) State...

... Code; (2) A claimant whose claim was timely sent to the dissolved limited liability company but not acted on by the dissolved limited liability company; (3) A claimant whose claim is contingent at the effective date of the dissolution of the limited liability company, or is based on an event occurring after the effective date of the dissolution of the limited liability company. (D) A claim that is not barred u...

... up of a limited liability company, payment or adequate provision for payment, shall be made to creditors, including members who are creditors, in satisfaction of liabilities of the limited liability company. (B) After a limited liability company complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to each person owning a membership interest that reflects contributio...

... (3) The authority of the members and agents of a foreign limited liability company or a series thereof; (4) The liability of the following for the obligations of another series or the foreign limited liability company: (a) The assets of the foreign limited liability company; (b) The assets of a series thereof. (B) A foreign limited liability company's application for registration as a foreign limited liabili...

...this state until the registration has been approved by the secretary of state and the foreign limited liability company or series is otherwise in compliance with sections 1706.51 to 1706.515 of the Revised Code. (B) The registration as a foreign limited liability company shall state all of the following: (1) The name of the foreign limited liability company and, if the name does not comply with section 1706.07 of...

...ollowing actions: (1) Maintaining, defending, or settling in its own behalf any proceeding or dispute; (2) Holding meetings or carrying on any other activities concerning its internal affairs; (3) Maintaining accounts in financial institutions; (4) Maintaining offices or agencies for the assignment, exchange, and registration of the foreign limited liability company's or its series' own securities or interest...

... assumed name under this division and then files a registration as a foreign limited liability company under that assumed name need not file a name registration when transacting business under that assumed name. After filing the registration as a foreign limited liability company under an assumed name, a foreign limited liability company shall transact business in this state under the assumed name unless the foreign ...

...e and street address of the statutory agent, or if a statutory agent is no longer to be maintained, a statement that the foreign limited liability company will not maintain a statutory agent, and the street address to which service of process may be mailed pursuant to section 1706.09 of the Revised Code; (3) That the foreign limited liability company, and all series thereof, will no longer transact business in this...

...escribed by the secretary of state from time to time. No registration as a foreign limited liability company shall be filed until payment of the amounts due under this division is made. (D) The amounts due to this state under division (C) of this section may be recovered in an action brought by the attorney general. Upon a finding by the court that a foreign limited liability company, or series thereof, has condu...

...(A) A member may commence or maintain a derivative action in the right of a limited liability company to recover a judgment in favor of the limited liability company by complying with sections 1706.61 to 1706.617 of the Revised Code. (B) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series to recover a judgment in favor of the serie...

...of the limited liability company at the time of the act or omission of which the member complains; (b) Acquired a membership interest through assignment by operation of law from a person who was a member at the time of the act or omission of which the member complains. (B) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series only ...

...A member may not commence a derivative action in the right of the limited liability company, or a series thereof, until both of the following occur: (A) A written demand has been made upon the limited liability company or the series to take suitable action. (B) Ninety days have expired from the date the demand was made unless either of the following applies: (1) The member has earlier been notified that the dem...

...ons made in the demand or complaint commenced pursuant to sections 1706.61 to 1706.617 of the Revised Code, the court may stay any derivative action for the period the court deems appropriate.