Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly 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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly 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 […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly A person who is a member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the occurrence of either of the following: (1) If the organizer was authorized by one or more persons […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly A contribution of a member to a limited liability company, or a series thereof, may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A) A promise by a member to make a contribution to a limited liability company, or a series thereof, is not enforceable unless set forth in a writing signed by the member. (B) A member’s obligation to make a contribution to a […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A)(1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up. (2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A)(1) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members. (2) The activities and affairs of a series shall be under the direction, and subject to the oversight, of […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A) Unless either a written operating agreement for the limited liability company or a written agreement with a member establishes additional fiduciary duties, in the event that there have been designated one or more managers to supervise or manage the activities or […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A) Unless either a written operating agreement for the limited liability company or a written agreement with a manager establishes additional fiduciary duties or the duties of the manager have been modified, waived, or eliminated as contemplated by section 1706.08 of the […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A) Upon reasonable notice provided to the limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly Each member and agent of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly If a member dies, the deceased member’s personal representative or other legal representative may, for purposes of settling the estate, exercise the rights of a current member under section 1706.33 of the Revised Code.
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly The only interest of a member that is assignable is the member’s membership interest. A membership interest is personal property.
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A) An assignment, in whole or in part, of a membership interest: (1) Is permissible; (2)(a) Does not by itself cause a member to cease to be a member of the limited liability company; (b) Does not by itself cause a member […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A) On application to a court of competent jurisdiction by any judgment creditor of a member or assignee, the court may charge the membership interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly (A) A person shall not voluntarily dissociate from a limited liability company. (B) A person’s dissociation from a limited liability company is wrongful only if one of the following applies: (1) The dissociation is in breach of an express provision of the […]
Effective: April 12, 2021 Latest Legislation: Senate Bill 276 – 133rd General Assembly A person is dissociated as a member from a limited liability company in any of the following circumstances: (A) An event stated in the operating agreement as causing the person’s dissociation occurs. (B) The person is expelled as a member pursuant to […]
