Ohio Revised Code Search

...When any tract of land extends from one zone into the other the co-ordinate zones established by section 157.01 of the Revised Code, the positions of all points on its boundaries may be referenced to either of the two zones.

...Extension of co-ordinate control by qualified surveyors for local co-ordinate control densification shall be executed in conformity with standards of accuracy and specifications for first or second-order geodetic surveys as prepared and published by the federal geodetic control committee of the United States department of commerce pursuant to section 157.07 of the Revised Code. Control monumentation for analysis of l...

...Distances, bearings, and areas computed indirectly from co-ordinates shall be considered acceptable measurement evidence for land and other surveys if such co-ordinates have been determined in accordance with sections 157.04, 157.07, and 157.08 of the Revised Code.

...As used in this chapter: (A) "Articles of organization" means the articles of organization described in section 1706.16 of the Revised Code, and those articles of organization as amended or restated. (B) "Assignment" means a transfer, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. (C) "Constituent limited liability company" means a constit...

...(A) A person knows a fact when either of the following is met: (1) The person has actual knowledge of the fact. (2) The person is deemed to know the fact under law other than this chapter. (B) A person has notice of a fact when any of the following is met: (1) The person knows of the fact. (2) The person receives notification of the fact. (3) The person has reason to know the fact from all the facts known...

...(A) A limited 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.

...(A) A limited liability company may carry on any lawful activity, whether or not for profit. (B) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter or by 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 bu...

...(A) This chapter shall be construed to give maximum effect to the principles 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....

...The law of this state governs all of the following: (A) The organization and internal affairs of a limited liability company; (B) The liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company; (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...

...(A) The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C.," "LLC," "limited," "ltd.," or "ltd". (B) Except as provided in this section and in sections 1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office the articles of organization of a limited liab...

...(A) Except as otherwise provided in divisions (B) and (C) of this section, both of the following apply: (1) An operating agreement governs relations among the members as members and between the members and the limited liability company. (2) To the extent that an operating agreement does not otherwise provide for a matter described in division (A)(1) of this section, this chapter governs the matter. (B)(1) To th...

...(A) A limited 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...

...(A) An operating agreement may be amended upon the consent of 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 ...

...(A) Each limited liability company and foreign limited liability company that has an effective registration as a foreign limited liability company under section 1706.511 of the Revised Code shall maintain continuously in this state an agent for service of process on the company. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, no...

...(A) In order to form a limited liability company, one or more persons shall execute articles of organization and deliver the articles to the secretary of state for filing. The articles of organization shall set forth all of the following: (1) The name of the limited liability company; (2) The name and street address of the limited liability company's statutory agent and a written acceptance of the appointment tha...

...(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...

...(A) A record delivered to the secretary of state for filing pursuant to this chapter shall be signed as provided by this section. (1) A limited liability company's initial articles of organization shall be signed by at least one person. (2) A record signed on behalf of a limited liability company shall be signed by a person authorized by the limited liability company. (3) A record filed on behalf of a dissolved...

...(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...

...(A) Each record authorized or required to be delivered to the secretary of state for filing under this chapter shall meet all of the following requirements: (1) The record shall contain all information required by the law of this state to be contained in the record but, unless otherwise provided by law, shall not be required to contain other information. (2) The record shall be on or in a medium and in such form ...

...(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...

...(A) A limited liability company, on behalf of itself or a series thereof, may deliver to the secretary of state for filing on a form prescribed 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 ...

...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.