reglab/housing_qa huggingface dataset:
Ohio Rev Code § 1704.04 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1704 | Transactions Involving Interested Shareholders|Section 1704.04 | Determining Fair Market Value of Shares on Date in Question.

Effective: April 11, 1990|Latest Legislation:  Senate Bill 321 - 118th General Assembly|(A) For purposes of this chapter, the fair market value on the date in question of shares shall be determined as follows:(1) If that class or series of shares is listed on a United States securities exchange registered under the Exchange Act, the fair market value shall be the simple arithmetic average closing sale price during the thirty calendar days immediately before the date in question of a share of that class or series on the principal such exchange on which that class or series is listed;(2) If that class or series of shares is not listed on an exchange described in division (A)(1) of this section, the fair market value shall be the simple arithmetic average closing bid quotation during the thirty calendar days immediately before the date in question for a share of that class or series on the national association of securities dealers automated quotation system or any similar system then in use;(3) If no quotations described in division (A)(1) or (2) of this section are available, the fair market value shall be determined in good faith by the 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.
Ohio Rev Code § 1704.06 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1704 | Transactions Involving Interested Shareholders|Section 1704.06 | Contents of Articles of Incorporation.

Effective: April 11, 1990|Latest Legislation:  Senate Bill 321 - 118th General Assembly|(A) If the original 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 corporation, whether or not it is an issuing public corporation, regulations of the corporation may be adopted or amended, in compliance with the provisions of section 1701.11 of the Revised Code, to include both a statement that the provisions of this chapter apply to the corporation, whether or not it is or continues to be an issuing public corporation, in a transaction that would be a Chapter 1704. transaction for a corporation that is an issuing public corporation, and reasonable sanctions for failure to comply with the provisions of this chapter.
Ohio Rev Code § 1704.07 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1704 | Transactions Involving Interested Shareholders|Section 1704.07 | Other Applicable Laws.

Effective: April 11, 1990|Latest Legislation:  Senate Bill 321 - 118th General Assembly|(A) The requirements of this chapter are in addition to the requirements of other applicable law, including the provisions of Chapters 1701. and 1707. of the Revised Code.(B) Except to the extent specifically provided to the contrary by this chapter, nothing in this chapter shall limit or affect the application of any provision of Chapter 1701. or 1707. of the Revised Code that is not inconsistent with, in conflict with, or contrary to the provisions of this chapter.(C) Except as otherwise provided in this chapter, nothing in this chapter shall be construed to affect or impair any right, remedy, obligation, duty, power, or authority of any interested 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 chapter, and the parts and applications of this chapter shall be severable.
Ohio Rev Code § 1706.02 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.02 | The Revised Limited Liability Company Act.

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."
Ohio Rev Code § 1706.03 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.03 | Knowledge and Notification of Facts.

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 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 to the person at the time. (4) The person is deemed to have notice of the fact under division (D) of this section. (C) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. (D) A person is deemed to have notice of the following: (1) The matters included in a limited liability company's articles of organization under divisions (A)(1) to (3) of section 1706.16 of the Revised Code, upon the filing of the articles; (2) A limited liability company's dissolution, ninety days after a certificate of dissolution under section 1706.471 of the Revised Code becomes effective; (3) A limited liability company's merger or conversion, ninety days after a certificate of merger under section 1706.712 of the Revised Code or certificate of conversion under section 1706.722 of the Revised Code becomes effective. (E) A member's knowledge, notice, or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice, or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member.
Ohio Rev Code § 1706.04 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.04 | Separate Legal Entity.

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.
Ohio Rev Code § 1706.05 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.05 | Scope of Authority of Limited Liability Company.

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 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 business, purposes, or activities of the limited liability company. (C) Without limiting the general powers enumerated in division (B) of this section, a limited liability company shall have the power and authority to make contracts of guaranty and suretyship and enter into interest rate, basis, currency, hedge, or other swap agreements, or cap, floor, put, call, option, exchange, or collar agreements, derivative agreements, or other agreements similar to any of the foregoing. (D) A series established under this chapter has the power and capacity, in the series' own name, to do all of the following: (1) Sue and be sued; (2) Contract; (3) Hold and convey title to assets of the series, including real property, personal property, and intangible property; (4) Grant liens and security interests in assets of the series.
Ohio Rev Code § 1706.06 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.06 | Interpretation and Application of Revised Limited Liability Company Act.

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) Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (D) Sections 1309.406 and 1309.408 of the Revised Code do not apply to any interest in a limited liability company, including all rights, powers, and interests arising under an operating agreement or this chapter. This division prevails over those sections, and is expressly intended to permit the enforcement of the provisions of an operating agreement that would otherwise be ineffective under those sections. (E) This chapter applies to all limited liability companies equally regardless of whether the limited liability company has one or more members or whether it is formed by a filing under section 1706.16 of the Revised Code or by merger, consolidation, conversion, or otherwise.
Ohio Rev Code § 1706.061 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.061 | Authority of State Law Over Limited Liability Companies.

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; (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 the obligations of the limited liability company or another series thereof.
Ohio Rev Code § 1706.081 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.081 | Enforcement of Operating Agreements.

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 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 to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement will become its operating agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the operating agreement.  (D) The operating agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the operating agreement.
Ohio Rev Code § 1706.082 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.082 | Operating Agreement Amendment, Provision of Rights, Obligations.

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 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 as otherwise permitted by law; except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended. (B) An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth in the operating agreement. (C) The obligations of a limited liability company and its members to a person in the person's capacity as an assignee or dissociated member are governed by the operating agreement. An assignee and dissociated member are bound by the operating agreement.
Ohio Rev Code § 1706.16 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.16 | Articles of Organization.

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 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 that is signed by the agent; (3) If applicable, a statement as provided in division (B)(3) of section 1706.761 of the Revised Code; (4) Any other matters the organizers or the members determine to include in the articles of organization. (B) A limited liability company is formed when the articles of organization are filed by the secretary of state or at any later date or time specified in the articles of organization. (C) The fact that articles of organization are on file in the office of the secretary of state is notice of the matters required to be included by divisions (A)(1) to (3) of this section, but is not notice of any other fact. (D) An operating agreement may be entered into before, at the time of, or after the filing of the articles of organization. Regardless of when the operating agreement is entered into, it may be made effective as of the filing of the articles of organization or any other time provided in the operating agreement.
Ohio Rev Code § 1706.161 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.161 | Amendments to Articles of Organization.

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 of state for filing, on a form prescribed by the secretary of state, a certificate of amendment containing both of the following 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 the heading or in an introductory paragraph the limited liability company's name and the date of the filing of its articles of organization. Any amendment or change effected in connection with the restatement of the articles of organization shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change. (E) The original articles of organization, as amended or supplemented, shall be superseded by the restated articles of organization. Thereafter, the articles of organization, including any further amendment or changes made thereby, shall be the articles of organization of the limited liability company, but the original effective date of formation shall remain unchanged.
Ohio Rev Code § 1706.17 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.17 | Filed Records of a Limited Liability Company to Be Signed.

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 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 limited liability company that has no members shall be signed by the person winding up the limited liability company's activities under division (A) of section 1706.472 of the Revised Code or a person appointed under division (B) of section 1706.472 of the Revised Code to wind up those activities. (4) A statement of denial by a person under section 1706.20 of the Revised Code shall be signed by that person. (5) Any other record shall be signed by the person on whose behalf the record is delivered to the secretary of state. (B) Any record to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the record need not be delivered to the secretary of state.
Ohio Rev Code § 1706.171 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.171 | Incomplete or Undelivered Records.

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 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 file the record unsigned. (B) If a petitioner under division (A) of this section is not the limited liability company or foreign limited liability company to whom the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under division (A) of this section may seek the remedies provided in that division in a separate action against the person required to sign the record or as a part of any other action concerning the limited liability company in which the person required to sign the record is made a party. (C) A record filed unsigned pursuant to this section is effective without being signed. (D) A court may award reasonable expenses, including reasonable attorney's fees, to the prevailing party, in whole or in part, with respect to any claim made under division (A) of this section.
Ohio Rev Code § 1706.173 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.173 | Certificates of Correction.

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 of state and filed by the secretary of state if at the time of filing the record contained incorrect or inaccurate information or was defectively signed. (B) A certificate of correction under division (A) of this section shall not state a delayed effective date and shall do all of the following: (1) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed; (2) Specify the inaccurate information or the defect in the signing; (3) Correct the incorrect or inaccurate information or defective signature. (C) When filed by the secretary of state, a certificate of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the correction.
Ohio Rev Code § 1706.174 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.174 | Incorrect or Inaccurate Records - Penalty.

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 material respects. (B) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains incorrect or inaccurate information, a person that suffers a loss by reasonable reliance on the information may recover damages for the loss from a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be incorrect or inaccurate at the time the record was signed.