Ohio Revised Code Search

...ontext otherwise requires: (A) "Corporation," "domestic corporation," "foreign corporation," "state," "articles," "shareholder," "person," "principal office," "express terms," "treasury shares," "parent corporation," "parent," "subsidiary corporation," "subsidiary," "combination," "transferee corporation," "majority share acquisition," "acquiring corporation," "voting shares" when used in connection with a c...

...An issuing public corporation shall not engage in a Chapter 1704. transaction for three years after an interested shareholder's share acquisition date unless either of the following applies: (A) Prior to the interested shareholder's share acquisition date, the directors of the issuing public corporation have approved, for the purposes of this chapter, the Chapter 1704. transaction or the purchase of shares by the in...

...e Revised Code, the issuing public corporation may engage in a Chapter 1704. transaction, provided that if the Chapter 1704. transaction is of a type described in section 1701.76, 1701.78, 1701.79, 1701.80, 1701.801, 1701.802, or 1701.86 of the Revised Code, there is compliance with the provisions of that section, and provided that at least one of the following is satisfied: (1) Any of the provisions of section 1704...

...he directors of the issuing public corporation. (B) For purposes of this chapter, the fair market value on the date in question of property other than cash or shares shall be determined in good faith by the directors of the issuing public corporation.

...uisition date, the issuing public corporation, other than a bank as defined in section 1101.01 of the Revised Code, did not have a class of voting shares registered or traded on a national securities exchange or registered under section 12(g) of the Exchange Act or was not required to file periodic reports and information pursuant to section 15(d) of the Exchange Act. (B)(1) A Chapter 1704. transaction if the ...

...inal articles of an issuing public corporation state, or if the articles of an issuing public corporation have been amended to state, by specific reference to this chapter, that this chapter does not apply to the corporation, the corporation may amend its articles, in compliance with the provisions of section 1701.70, 1701.71, or 1701.72 of the Revised Code, to eliminate or modify that statement. (B) For any corpora...

...ed shareholder, any issuing public corporation, the directors of any interested shareholder or any issuing public corporation, or any other person under the laws of this or any other state or of the United States. (D) If any application of any provision of this chapter is for any reason held to be illegal or invalid, the illegality or invalidity shall not affect any legal and valid provision or application of this c...

...means any of the following: (1) A corporation existing under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United States, or any other state: (a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for profit organization, including a general or limited par...

...t, encumbrance, gift, or transfer by operation of law. (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 perfor...

...This chapter may be cited as the "Ohio Revised Limited Liability Company Act."

...(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...

...mited 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...

...pany under this chapter; (2) Any corporation, whether the name is of a domestic corporation or of a foreign corporation holding a license as a foreign corporation under the laws of this state pursuant to Chapter 1701., 1702., or 1703. of the Revised Code; (3) Any limited liability partnership, whether the name is of a domestic limited liability partnership or a foreign limited liability partnership registered pur...

...(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 ...

...ity 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, nonprofit corporation, limited liability company, partnership, ...

...(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...

...g 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 articles of organization shall be delivered to the secretary of state for filing in the same manner as an amendment. Restated articles of organization shall be designated as such in the heading and state in th...

...(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 ...