Ohio Revised Code Search

...(A) An operating agreement may establish or provide for the establishment of one or more designated series of assets that has both of the following: (1) Either or both of the following: (a) Separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; (b) A separate purpose or investm...

...(A) Subject to division (B) of this section, both of the following apply: (1) The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof. (2) None of the debts, liabilities...

...(A) Assets of a series may be held directly or indirectly, including in the name of the series, in the name of the limited liability company, through a nominee, or otherwise. (B) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentag...

...The statement of limitation on liabilities of a series required by division (B)(3) of section 1706.761 of the Revised Code is sufficient regardless of whether either of the following applies: (A) The limited liability company has established any series under this chapter when the statement of limitations is contained in the articles of organization; (B) The statement of limitations makes reference to a specific s...

...(A) A person shall not voluntarily dissociate as a member associated with a series. (B) A person's dissociation from a series is wrongful only if one of the following applies: (1) The person's dissociation is in breach of an express provision of the operating agreement. (2) The person is expelled as a member associated with the series by determination of a tribunal under division (E) of section 1706.765 of the ...

...A person is dissociated as a member associated with a series when any of the following occurs: (A) An event stated in the operating agreement as causing the person's dissociation from the series occurs. (B) The person is dissociated as a member of the limited liability company pursuant to section 1706.411 of the Revised Code. (C) The person is expelled as a member associated with that series pursuant to the ope...

...(A) A person who has dissociated as a member associated with a series shall have no right to participate in the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series. (B) A person's dissociation as a member associated with a series does not of itself discharge the person from any debt, ...

...A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by section 1706.761 of the Revised Code.

...A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following: (A) The dissolution of the limited liability company under section 1706.47 of the Revised Code; (B) An event or circumstance that the operating agreement states causes dissolution of the series; (C) The consent of all of the members associated with the series; (D) The passage of ninety days after t...

...(A) A dissolved series continues its existence as a series but shall not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs. Appropriate activities include all of the following: (1) Collecting the assets of the series; (2) Disposing of the properties of the series that will not be distributed in kind to persons owning membership interests associated with the serie...

...(A) Subject to division (C) of section 1706.769 of the Revised Code, after dissolution of a series, the remaining members associated with the series, if any, and if none, a person appointed by all holders of the membership interest last assigned by the last person to have been a member associated with the series, may wind up the series' activities. (B) The appropriate tribunal may order supervision of the winding u...

...(A) A dissolved series may dispose of any known claims against it by following the procedures described in division (B) of this section, at any time after the effective date of the dissolution of the series. (B) A dissolved series may give notice of the dissolution in a record to the holder of any known claim. The notice shall do all of the following: (1) Identify the limited liability company and the dissolved s...

...(A) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (B) The notice authorized by division (A) of this section shall meet all of the following criteria: (1) It shall be posted prominently on the principal web site then maintained by the limited liability company, if any, and provided to the secret...

...(A) Upon the winding up of a series, payment or adequate provision for payment shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series. (B) After a series complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to...

...This chapter modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).

...A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.

...On and after February 11, 2022, this chapter shall govern all limited liability companies, including every foreign limited liability company that files an application for registration as a foreign limited liability company on or after February 11, 2022, every foreign limited liability company that registers a name in this state on or after February 11, 2022, every foreign limited liability company that has registered...

...Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited liability companies and members and agents whether or not existing as such at the time of the enactment of any such amendment.

...Each association incorporated under this chapter shall have the following powers: (A) It may make contracts, incur liabilities, and borrow money; issue capital stock and other equity interests and issue certificates therefor; acquire property; and dispose of, mortgage, pledge, lease, or otherwise use in any manner, any of its property, or any interest in its property, wherever situated. (B) It may invest its funds,...

...(A)(1) Subject to divisions (A)(2) and (3) of this section, an association may indemnify or agree to indemnify any person that was or is a party, or is threatened to be made a party, to any threatened, pending, or completed civil, criminal, administrative, or investigative action, suit, or proceeding, other than an action or suit by or in the right of the association, because the person is or was a director, officer,...

...(A) The name of any association organized under this chapter shall include the word or abbreviation "cooperative," "coop," "co-operative," "co-op," "association," "assn.," "company," "co.," "incorporated," "inc.," "corporation," or "corp." (B) No corporation or other person organized or applying to do business in this state shall use the word or abbreviation "cooperative," "coop," "co-operative," or "co-op" as a par...

...(A) Two or more individuals may form an association under this chapter. (B)(1) Every association shall have and maintain a statutory agent upon whom any process, notice, or demand against the association may be served. The agent shall be one of the following: (a) A natural person who is a resident of this state; (b) A domestic or foreign corporation, nonprofit corporation, limited liability company, partners...

...(A) The articles of incorporation of an association shall set forth all of the following: (1) The name of the association; (2) The association's purposes, as permitted by this chapter. It is sufficient to state in the articles that the association may engage in any activity within the purposes for which associations may be organized under this chapter. (3) The county and municipal corporation or township where the...

...(A) The articles of incorporation of an association may be altered or amended at any regular meeting of the association or at any special meeting called for that purpose, provided that the text of the proposed change, or a general description of the change, is contained in the notice of the meeting. An amendment shall first be approved by two thirds of the directors and shall then be adopted by an affirmative vote of...

...(A)(1) Unless the board provides that division (A)(3) of this section applies to an amendment to the articles of incorporation, a holder of stock other than membership stock or patronage stock who is affected by a proposed amendment to the articles shall be entitled to cast one vote on the amendment regardless of the par or stated value of the stock, the number of shares, or the number of affected classes of stock he...