reglab/housing_qa huggingface dataset:
Ohio Rev Code § 1706.341 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.341 | Assignment of Limited Liability Company Interest.

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 to cease to be associated with a series of the limited liability company. (3) Does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof; (4) Subject to section 1706.332 of the Revised Code, does not entitle the assignee to do either of the following: (a) Participate in the management or conduct of the activities of the limited liability company, or a series thereof; (b) Have access to records or other information concerning the activities of the limited liability company, or a series thereof. (B) An assignee has the right to receive, in accordance with the assignment, distributions to which the assignor would otherwise be entitled. (C) A membership interest may be evidenced by a certificate of membership interest issued by the limited liability company, or a series thereof. An operating agreement may provide for the assignment of the membership interest represented by the certificate and make other provisions with respect to the certificate. (D) A limited liability company, or a series thereof, shall not issue a certificate of membership interest in bearer form. (E) A limited liability company, or a series thereof, need not give effect to an assignee's rights under this section until the limited liability company, or a series thereof, has notice of the assignment. (F) Except as otherwise provided in division (J) of section 1706.411 of the Revised Code, when a member assigns a membership interest, the assignor retains the rights of a member other than the right to distributions assigned and retains all duties and obligations of a member. (G) When a member assigns a membership interest to a person that is admitted as a member with respect to the assigned interest, the assignee is only liable for the member's obligations under section 1706.281 of the Revised Code to the extent that the obligations are known to the assignee when the assignee voluntarily accepts admission as a member.
Ohio Rev Code § 1706.41 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.41 | Wrongful Dissociation.

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 operating agreement. (2) The person is expelled as a member by a determination of a tribunal under division (D) of section 1706.411 of the Revised Code. (3) The person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors. (C) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 1706.61 of the Revised Code, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member to the limited liability company or the other members.
Ohio Rev Code § 1706.412 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.412 | Effect of Dissociation.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A person who has dissociated as a member shall have no right to participate as a member in the activities and affairs of the limited liability company and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated. (B) Upon a person's dissociation, the member's duty of loyalty and duty of care under divisions (C) and (D) of section 1706.31 of the Revised Code continue only with regard to matters arising and events occurring before the member's dissociation, unless the member participates in winding up the limited liability company's business pursuant to section 1706.472 of the Revised Code. (C) A person's dissociation as a member does not of itself discharge the person from any debt, obligation, or liability to a limited liability company or the other members that the person incurred while a member.
Ohio Rev Code § 1706.461 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.461 | Appeals.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A)(1) A limited liability company or foreign limited liability company may appeal a cancellation under division (L) of section 1706.09 of the Revised Code within thirty days after the effective date of the cancellation. The appeal shall be made to one of the following: (a) The court of common pleas of the county in which the street address of the limited liability company or foreign limited liability company's principal office is located; (b) If the limited liability company or foreign limited liability company has no principal office in this state, to the court of common pleas of the county in which the street address of its statutory agent is located; (c) If the limited liability company or foreign limited liability company has no statutory agent, to the Franklin county court of common pleas.  (2) The limited liability company or foreign limited liability company shall commence its appeal by petitioning the appropriate court to set aside the cancellation or to determine that the limited liability company or foreign limited liability company has cured the grounds for cancellation and attaching to the petition copies of those records of the secretary of state as may be relevant. (B) The appropriate court may take, or may summarily order the secretary of state to take, whatever action the court considers appropriate. (C) The appropriate court's order or decision may be appealed as in any other civil proceeding.
Ohio Rev Code § 1706.47 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.47 | Dissolution.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A limited liability company is dissolved, and its activities shall be wound up, upon the occurrence of any of the following: (A) An event or circumstance that the operating agreement states causes dissolution; (B) The consent of all the members; (C) A limited liability company with canceled articles has failed to cure the grounds for cancellation for three years or more and any member or person authorized pursuant to section 1706.18 of the Revised Code consents to the dissolution; (D) The passage of ninety consecutive days after the occurrence of the dissociation of the last remaining member; provided that upon dissociation of the last remaining member pursuant to division (E) of section 1706.411 of the Revised Code, the limited liability company shall not be dissolved if either of the following applies: (1) The operating agreement provides for the admission of a substitute member effective prior to the passage of such time period; (2) A substitute member has been admitted, as evidenced by a written record, prior to the passage of such time period, which admission is to be effective as of the date of such dissociation. (E) On application by a member, the entry by the appropriate court of an order dissolving the limited liability company on the grounds that it is not reasonably practicable to carry on the limited liability company's activities in conformity with the operating agreement.
Ohio Rev Code § 1706.471 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.471 | Effect of Dissolution.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A dissolved limited liability company continues its existence as a limited liability company but may not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs. Appropriate activities include all of the following: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to persons owning membership interests; (3) Discharging or making provisions for discharging its liabilities; (4) Distributing its remaining property in accordance with section 1706.475 of the Revised Code; (5) Doing every other act necessary to wind up and liquidate its activities and affairs. (B) In winding up its activities, a limited liability company may do any of the following: (1) Deliver to the secretary of state for filing, on a form prescribed by the secretary of state, a certificate of dissolution setting forth all of the following: (a) The name and registration number of the limited liability company; (b) That the limited liability company has dissolved; (c) The effective date of the certificate of dissolution if it is not to be effective upon the filing. Such an effective date shall be a date certain and shall not be a date prior to the date of filing. (d) A copy of the notice it will publish pursuant to division (A) of section 1706.474 of the Revised Code. (e) Any other information the limited liability company considers proper. (2) Preserve the limited liability company's activities and property as a going concern for a reasonable time; (3) Prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (4) Make an assignment of the limited liability company's property; (5) Resolve disputes by mediation or arbitration; (6) Merge or convert in accordance with sections 1706.71 to 1706.74 of the Revised Code. (C) A limited liability company's dissolution, in itself: (1) Is not an assignment of the limited liability company's property; (2) Does not prevent the commencement of a proceeding by or against the limited liability company in its limited liability company name; (3) Does not abate or suspend a proceeding pending by or against the limited liability company on the effective date of dissolution; (4) Does not terminate the authority of its statutory agent; (5) Does not abate, suspend, or otherwise alter the application of section 1706.26 of the Revised Code.
Ohio Rev Code § 1706.472 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.472 | Winding Up of Limited Liability Company Activities.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) Subject to division (C)(5) of section 1706.471 of the Revised Code, after dissolution, the remaining members, if any, and if none, a person appointed by all holders of the membership interest last assigned by the last person to have been a member, may wind up the limited liability company's activities. (B) The appropriate tribunal may order supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company's activities as follows: (1) On application of a member, if the applicant establishes good cause; (2) On application of an assignee, if both of the following apply: (a) The limited liability company does not have any members; (b) Within a reasonable time following the dissolution, a person has not been appointed pursuant to division (A) of this section. (3) In connection with a proceeding under division (E) of section 1706.47 of the Revised Code.
Ohio Rev Code § 1706.473 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.473 | Claims Against Dissolved Limited Liability Company.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A dissolved limited liability company may dispose of any known claims against it by following the procedures described in division (B) of this section at any time after the effective date of the dissolution of the limited liability company. (B) A dissolved limited liability company may give notice of its dissolution in a record to the holder of any known claim. The notice shall do all of the following: (1) Identify the dissolved limited liability company; (2) Describe the information required to be included in a claim; (3) Provide a mailing address to which the claim is to be sent; (4) State the deadline, by which the dissolved limited liability company must receive the claim. The deadline shall not be sooner than ninety days from the effective date of the notice. (5) State that if not sooner barred, the claim will be barred if not received by the deadline. (C) Unless sooner barred by any other statute limiting actions, a claim against a dissolved limited liability company is barred in either of the following circumstances: (1) A claimant who was given notice under division (B) of this section does not deliver the claim to the dissolved limited liability company by the deadline. (2) A claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within ninety days from the effective date of the rejected notice. (D) For purposes of this section, "claim" includes an unliquidated claim, but does not include either of the following: (1) A contingent liability that has not matured so that there is no immediate right to bring suit; (2) A claim based on an event occurring after the effective date of dissolution. (E) Nothing in this section shall be construed to extend any otherwise applicable statute or period of limitations.
Ohio Rev Code § 1706.475 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.475 | Winding Up Payment to Creditors and Distribution of Surplus.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) Upon the winding up of a limited liability company, payment or adequate provision for payment, shall be made to creditors, including members who are creditors, in satisfaction of liabilities of the limited liability company. (B) After a limited liability company complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to each person owning a membership interest that reflects contributions made on account of the membership interest and not previously returned, an amount equal to the value of the person's unreturned contributions; (2) Then to each person owning a membership interest in the proportions in which the owners of membership interests share in distributions before dissolution. (C) If the limited liability company does not have sufficient surplus to comply with division (B)(1) of this section, any surplus shall be distributed among the owners of membership interests in proportion to the value of their respective unreturned contributions.
Ohio Rev Code § 1706.51 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.51 | Foreign Limited Liability Company Governing Law.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following: (1) The organization and internal affairs of the foreign limited liability company; (2) The liability of a member as a member for the debts, obligations, or other liabilities of the foreign limited liability company or a series thereof; (3) The authority of the members and agents of a foreign limited liability company or a series thereof; (4) The liability of the following for the obligations of another series or the foreign limited liability company: (a) The assets of the foreign limited liability company; (b) The assets of a series thereof. (B) A foreign limited liability company's application for registration as a foreign limited liability company may not be denied by reason of any difference between the laws of the jurisdiction under which the limited liability company is formed and the laws of this state. (C) A foreign limited liability company, including a foreign limited liability company that has filed a registration as a foreign limited liability company, may not engage in any activities in this state that a limited liability company is forbidden to engage in by the laws of this state. (D) A foreign limited liability company that has filed a registration as a foreign limited liability company shall in this state: (1) Have the same but no greater rights than a limited liability company; (2) Have the same but no greater privileges than a limited liability company; (3) Except as otherwise provided by this chapter, be subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a limited liability company.
Ohio Rev Code § 1706.512 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.512 | Actions Not Constituting Transacting Business in Ohio.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A foreign limited liability company shall not be considered to be transacting business in this state within the meaning of sections 1706.51 to 1706.515 of the Revised Code by reason of its or any one or more of its series' carrying on in this state any of the following actions: (1) Maintaining, defending, or settling in its own behalf any proceeding or dispute; (2) Holding meetings or carrying on any other activities concerning its internal affairs; (3) Maintaining accounts in financial institutions; (4) Maintaining offices or agencies for the assignment, exchange, and registration of the foreign limited liability company's or its series' own securities or interests or maintaining trustees or depositories with respect to those securities or interests; (5) Selling through independent contractors; (6) Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) Creating, as borrower or lender, or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing those debts, and holding, protecting, and maintaining property so acquired; (9) Owning real or personal property; (10) Conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; (11) Transacting business in interstate commerce. (B) A foreign limited liability company shall not be considered to be transacting business in this state solely because it or any one or more of its series: (1) Owns a controlling interest in an entity that is transacting business in this state; (2) Is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state; (3) Is a member of a limited liability company or foreign limited liability company that is transacting business in this state. (C) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company, or a series thereof, to service of process, taxation, or regulation under laws of this state other than this chapter. (D) Nothing in this section shall limit or affect the right to subject a foreign limited liability company, or a series thereof, to the jurisdiction of the courts of this state or to serve upon any foreign limited liability company, or series thereof, any process, notice, or demand required or permitted by law to be served upon a foreign limited liability company, or series thereof, pursuant to any other provision of law or pursuant to the applicable rules of civil procedure.
Ohio Rev Code § 1706.513 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.513 | Complying Name for Registration.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A foreign limited liability company whose name does not comply with section 1706.07 of the Revised Code may not file a registration as a foreign limited liability company until it adopts, for the purpose of transacting business in this state, an assumed name that complies with section 1706.07 of the Revised Code. A foreign limited liability company that adopts an assumed name under this division and then files a registration as a foreign limited liability company under that assumed name need not file a name registration when transacting business under that assumed name. After filing the registration as a foreign limited liability company under an assumed name, a foreign limited liability company shall transact business in this state under the assumed name unless the foreign limited liability company has filed a name registration under another name and is authorized to transact business in this state under such name.  (B) If a foreign limited liability company to which a registration as a foreign limited liability company has been filed changes its name to one that does not comply with section 1706.07 of the Revised Code, it may not thereafter transact business in this state until it complies with division (A) of this section by filing a certificate of correction.