reglab/housing_qa huggingface dataset:
Ohio Rev Code § 1706.514 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.514 | Cancellation of Registration With Secretary of State.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A foreign limited liability company that has a registration as a foreign limited liability company in the records of the secretary of state may cancel its registration as a limited liability company by delivering for filing a certificate of cancellation of registration of a foreign limited liability company to the secretary of state. (B) A certificate of cancellation of registration of a foreign limited liability company shall set forth all of the following: (1) The name and registration number of the foreign limited liability company, any assumed name adopted for use in this state, and the name of the jurisdiction under whose law it is organized; (2) The name and street address of the statutory agent, or if a statutory agent is no longer to be maintained, a statement that the foreign limited liability company will not maintain a statutory agent, and the street address to which service of process may be mailed pursuant to section 1706.09 of the Revised Code; (3) That the foreign limited liability company, and all series thereof, will no longer transact business in this state and that it relinquishes its authority to transact business in this state; (4) That the foreign limited liability company is canceling its registration as a foreign limited liability company; (5) That any statement of assumed name it has on file in the records of the secretary of state and any assumed name with respect to the foreign limited liability company, are withdrawn upon the effective date of the cancellation of registration of a foreign limited liability company. (C) The cancellation of registration of a foreign limited liability company shall be effective upon filing by the secretary of state, whereupon the registration as a foreign limited liability company shall be canceled and the foreign limited liability company, and all series thereof, shall be without authority to transact business in this state. (D) Cancellation of a registration as a foreign limited liability company shall not terminate the authority of any statutory agent appointed by the foreign limited liability company.
Ohio Rev Code § 1706.61 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.61 | Right of Derivative Action.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A member may commence or maintain a derivative action in the right of a limited liability company to recover a judgment in favor of the limited liability company by complying with sections 1706.61 to 1706.617 of the Revised Code. (B) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series to recover a judgment in favor of the series by complying with sections 1706.61 to 1706.617 of the Revised Code.
Ohio Rev Code § 1706.611 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.611 | Member Standing for Derivative Action.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A member may commence or maintain a derivative action in the right of the limited liability company only if the member meets both of the following conditions: (1) The member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company. (2) The member either: (a) Was a member of the limited liability company at the time of the act or omission of which the member complains; (b) Acquired a membership interest through assignment by operation of law from a person who was a member at the time of the act or omission of which the member complains. (B) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series only if the member meets both of the following conditions: (1) The member fairly and adequately represents the interests of the series in enforcing the right of the series. (2) The member either: (a) Was associated with the series at the time of the act or omission of which the member complains; (b) Acquired a membership interest through assignment by operation of law from a person who was a member associated with the series at the time of the act or omission of which the member complains.
Ohio Rev Code § 1706.612 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.612 | Written Demand Requirement.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A member may not commence a derivative action in the right of the limited liability company, or a series thereof, until both of the following occur: (A) A written demand has been made upon the limited liability company or the series to take suitable action. (B) Ninety days have expired from the date the demand was made unless either of the following applies: (1) The member has earlier been notified that the demand has been rejected by the limited liability company or the series; (2) Irreparable injury to the limited liability company or the series would result by waiting for the expiration of the ninety-day period.
Ohio Rev Code § 1706.613 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.613 | Stay of Derivative Action.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|For the purpose of allowing the limited liability company or the series thereof time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to sections 1706.61 to 1706.617 of the Revised Code, the court may stay any derivative action for the period the court deems appropriate.
Ohio Rev Code § 1706.615 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.615 | Discontinuance or Settlement.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A derivative action may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of members of the limited liability company, or the interests of members associated with a series of the limited liability company, the court shall direct that notice be given to the members affected.
Ohio Rev Code § 1706.616 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.616 | Payment of Expenses.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|On termination of the derivative action the court may do any of the following: (A) Order the limited liability company to pay the plaintiff's reasonable expenses, including attorney fees, incurred by the plaintiff in the derivative action if the court finds that the derivative action has resulted in a substantial benefit to the limited liability company; (B) Order a series to pay the plaintiff's reasonable expenses, including attorney fees, incurred by the plaintiff in the derivative action if the court finds that the derivative action has resulted in a substantial benefit to the series; (C) Order the plaintiff to pay any defendant's reasonable expenses, including attorney fees, incurred by the defendant in defending the derivative action if it finds that the derivative action was commenced or maintained without reasonable cause or for an improper purpose; (D) Order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion, or other paper, if it finds both of the following: (1) That the pleading, motion, or other paper was not well grounded in fact, after reasonable inquiry, or not warranted by existing law or a good faith argument for the extension, modification, or reversal of existing law. (2) That the pleading, motion, or other paper was interposed for an improper purpose, such as to harass or cause unnecessary delay or needless increase in the cost of litigation.
Ohio Rev Code § 1706.617 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.617 | Jurisdiction of Derivative Action Proceedings.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|In any derivative action in the right of a foreign limited liability company, or a series thereof, the right of a person to commence or maintain a derivative action in the right of a foreign limited liability company, or a series thereof, and any matters raised in the action covered by sections 1706.61 to 1706.616 of the Revised Code shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in the action covered by sections 1706.613, 1706.615, and 1706.616 of the Revised Code shall be governed by the law of this state.
Ohio Rev Code § 1706.62 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.62 | Member Suit Against Other Members.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) Subject to division (B) of this section, a member may maintain a direct action against another member or members or the limited liability company, or a series thereof, to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship. (B) A member maintaining a direct action under division (A) of this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company, or series thereof. (C)(1) A member may maintain a direct action to enforce a right of a limited liability company if all members at the time of suit are parties to the action. (2) A member associated with a series may maintain a direct action to enforce a right of the series if all members associated with the series at the time of suit are parties to the action.
Ohio Rev Code § 1706.71 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.71 | Merger Authority, Conditions, and Conversion of Ownership Interests.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A limited liability company may merge with one or more other constituent entities pursuant to sections 1706.71 to 1706.713 of the Revised Code and to an agreement of merger if all of the following conditions are met: (1) The governing statute of each of the other entities authorizes the merger. (2) The merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes. (3) Each of the other entities complies with its governing statute in effecting the merger. (B) An agreement of merger shall be in a record and shall include all of the following: (1) The name and form of each constituent entity; (2) The name and form of the surviving entity and, if the surviving entity is to be created pursuant to the merger, a statement to that effect; (3) The terms and conditions of the merger, including the manner and basis for converting the interests in each constituent entity into any combination of money, interests in the surviving entity, and other consideration as permitted under division (C) of this section; (4) If the surviving entity is to be created pursuant to the merger, the surviving entity's organizational documents that are proposed to be in a record; (5) If the surviving entity is not to be created pursuant to the merger, any amendments to be made by the merger to the surviving entity's organizational documents that are, or are proposed to be, in a record. (C) In connection with a merger, rights or securities of or interests in the constituent entity may be any of the following: (1) Exchanged for or converted into cash, property, or rights or securities of or interests in the surviving entity; (2) In addition to or in lieu of division (C)(1) of this section, exchanged for or converted into cash, property, or rights or securities of or interests in another entity; (3) Canceled.
Ohio Rev Code § 1706.711 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.711 | Merger Approval, Amendment, or Abandonment.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) To be effective, an agreement of merger shall be consented to by all the members of a constituent limited liability company. (B) After the agreement of merger is approved, and at any time before a certificate of merger is delivered to the secretary of state for filing under section 1706.712 of the Revised Code, a constituent limited liability company may amend the agreement or abandon the merger: (1) As provided in the agreement; or (2) Except as otherwise prohibited in the agreement, with the same consent as was required to approve the agreement.
Ohio Rev Code § 1706.712 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.712 | Merger Certificate and Effective Date.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) After each constituent entity has approved the agreement of merger, a certificate of merger shall be signed on behalf of both of the following: (1) Each constituent limited liability company, as provided in division (A) of section 1706.17 of the Revised Code; (2) Each other constituent entity, as provided in its governing statute. (B) A certificate of merger under this section shall include all of the following: (1) The name and form of each constituent entity, the jurisdiction of its governing statute, and its registration number, if any, as it appears on the records of the secretary of state; (2) The name and form of the surviving entity, the jurisdiction of its governing statute, and, if the surviving entity is created pursuant to the merger, a statement to that effect; (3) The date the merger is effective under the governing statute of the surviving entity; (4) If the surviving entity is to be created pursuant to the merger: (a) If it will be a limited liability company, the limited liability company's articles of organization; (b) If it will be an entity other than a limited liability company, any organizational document that creates the entity that is required to be in a public record. (5) If the surviving entity exists before the merger, any amendments provided for in the agreement of merger for the organizational document that created the entity that are in a public record; (6) A statement as to each constituent entity that the merger was approved as required by the entity's governing statute; (7) If the surviving entity is a foreign entity not authorized to transact business in this state, the street address of its statutory agent; (8) Any additional information required by the governing statute of any constituent entity. (C) Each constituent limited liability company shall deliver the certificate of merger for filing in the office of the secretary of state. (D) A merger becomes effective under sections 1706.71 to 1706.74 of the Revised Code as follows: (1) If the surviving entity is a limited liability company, upon the later of the following: (a) Compliance with division (C) of this section; (b) As specified in the certificate of merger. (2) If the surviving entity is not a limited liability company, as provided by the governing statute of the surviving entity.
Ohio Rev Code § 1706.713 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.713 | Merger Effect.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) When a merger becomes effective, all of the following apply: (1) The surviving entity continues or comes into existence. (2) Each constituent entity that merges into the surviving entity ceases to exist as a separate entity. (3) All property owned by each constituent entity, or series thereof, that ceases to exist vests in the surviving entity without reservation or impairment. (4) All debts, obligations, or other liabilities of each constituent entity, or series thereof, that ceases to exist continue as debts, obligations, or other liabilities of the surviving entity. (5) An action or proceeding pending by or against any constituent entity, or series thereof, that ceases to exist continues as if the merger had not occurred. (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent entity, or series thereof, that ceases to exist vest in the surviving entity. (7) Except as otherwise provided in the agreement of merger, the terms and conditions of the agreement of merger take effect. (8) Except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 1706.47 to 1706.475 of the Revised Code and does not dissolve a series for purposes of sections 1706.76 to 1706.7613 of the Revised Code. (9) If the surviving entity is created pursuant to the merger: (a) If it is a limited liability company, the articles of organization become effective; (b) If it is an entity other than a limited liability company, the organizational document that creates the entity becomes effective. (10) If the surviving entity existed before the merger, any amendments provided for in the certificate of merger for the organizational document that created the entity become effective. (B) A surviving entity that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent entity, if before the merger the constituent entity was subject to suit in this state on the debt, obligation, or other liability. Service of process on a surviving entity that is a foreign entity and not authorized to transact business in this state for the purposes of enforcing a debt, obligation, or other liability may be made in the same manner and has the same consequences as provided in section 1706.09 of the Revised Code as if the surviving entity was a foreign limited liability company.
Ohio Rev Code § 1706.72 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.72 | Conversion to or From Llc Form.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) An entity other than a limited liability company may convert to a limited liability company, and a limited liability company may convert to an entity other than a limited liability company pursuant to sections 1706.72 to 1706.723 of the Revised Code and a written declaration of conversion if all of the following apply: (1) The governing statute of the entity that is not a limited liability company authorizes the conversion; (2) The law of the jurisdiction governing the converting entity and the converted entity does not prohibit the conversion; (3) The converting entity and the converted entity comply with their respective governing statutes and organizational documents in effecting the conversion. (B) A written declaration of conversion shall be in a record and include all of the following: (1) The name and form of the converting entity before conversion; (2) The name and form of the converted entity after conversion; (3) The terms and conditions of the conversion, including the manner and basis for converting interests in the converting entity into any combination of money, interests in the converted entity, and other consideration allowed under division (C) of this section. (4) The organizational documents of the converted entity that are, or are proposed to be, in a record. (C) In connection with a conversion, rights or securities of or interests in the converting entity may be any of the following: (1) Exchanged for or converted into cash, property, or rights or securities of or interests in the converted entity; (2) In addition to or in lieu of division (C)(1) of this section, exchanged for or converted into cash, property, or rights or securities of or interests in another entity; (3) Canceled.
Ohio Rev Code § 1706.721 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.721 | Conversion Approval, Amendment, or Abandonment.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A declaration of conversion must be consented to by all the members of a converting limited liability company. (B) After a conversion is approved, and at any time before the certificate of conversion is delivered to the secretary of state for filing under section 1706.722 of the Revised Code, a converting limited liability company may amend the declaration or abandon the conversion: (1) As provided in the declaration; or (2) Except as otherwise prohibited in the declaration, by the same consent as was required to approve the declaration.
Ohio Rev Code § 1706.722 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.722 | Conversion Certificate and Effective Date.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) After a declaration of conversion is approved, both of the following apply: (1) A converting limited liability company shall deliver to the secretary of state for filing a certificate of conversion. The certificate of conversion shall be signed as provided in division (A) of section 1706.17 of the Revised Code and shall include all of the following: (a) A statement that the converting limited liability company has been converted into the converted entity; (b) The name and form of the converted entity and the jurisdiction of its governing statute; (c) The date the conversion is effective under the governing statute of the converted entity; (d) A statement that the conversion was approved as required by this chapter; (e) A statement that the conversion was approved as required by the governing statute of the converted entity; (f) If the converted entity is a foreign entity not authorized to transact business in this state, the street address of its statutory agent for the purposes of division (B) of section 1706.723 of the Revised Code. (2) If the converted entity is a limited liability company, the converting entity shall deliver to the secretary of state for filing articles of organization which shall include, in addition to the information required by division (A) of section 1706.16 of the Revised Code, all of the following: (a) A statement that the converted entity was converted from the converting entity; (b) The name and form of the converting entity and the jurisdiction of the converting entity's governing statute; (c) A statement that the conversion was approved as required by the governing statute of the converting entity. (B) A conversion shall become effective as follows: (1) If the converted entity is a limited liability company, when the articles of organization take effect; (2) If the converted entity is not a limited liability company, as provided by the governing statute of the converted entity.