Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly 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, […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly This chapter may be cited as the “Ohio Revised Limited Liability Company Act.”
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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.
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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) […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly 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; […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
