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Section 1705.28 | [Repealed Effective 2/11/2022 - See R.C. 1706.83] Principal office shall keep certain records.


(A) The principal office of a limited liability company need not be in this state. The company shall keep at its principal office all of the following:

(1) A current list of the full names, in alphabetical order, and last known business or residence address of each member;

(2) A copy of the articles of organization, all amendments to the articles, and executed copies of any powers of attorney pursuant to which the articles or the amendments have been executed;

(3) A copy of any written operating agreement, all amendments to that operating agreement, and executed copies of any written powers of attorney pursuant to which the operating agreement and the amendments have been executed;

(4) Copies of any federal, state, and local income tax returns and reports of the company for the three most recent years;

(5) Copies of any financial statements of the company for the three most recent years;

(6) Unless contained in a written operating agreement, a writing setting forth all of the following:

(a) The amount of cash, and a description and statement of the agreed value of any other property or services, that each member has contributed and has agreed to contribute in the future;

(b) Each time at which and each event on the occurrence of which any additional contribution agreed to be made by each member is to be made;

(c) Any right of the company to make to a member, or of a member to receive, any distribution that includes a return of all or any part of his contribution;

(d) Each event upon the occurrence of which the company is to be dissolved and its affairs wound up.

(B) The records required to be kept pursuant to division (A) of this section are subject to section 1705.22 of the Revised Code.

Last updated August 30, 2021 at 12:17 PM

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