reglab/housing_qa huggingface dataset:
Ohio Rev Code § 1706.73 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.73 | Merger or Conversion Consent if Personal Liability Will Attach.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) If a member of a constituent or converting limited liability company will have personal liability with respect to a surviving or converted entity, approval or amendment of a plan of merger or a declaration of conversion are ineffective without the consent of the member, unless both of the following conditions are met: (1) The limited liability company's operating agreement provides for approval of a merger or conversion with the consent of fewer than all the members. (2) The member has consented to the provision of the operating agreement described in division (A)(1) of this section. (B) A member does not give the consent required by division (A) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
Ohio Rev Code § 1706.74 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.74 | Merger or Conversion Under Other Law.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|Sections 1706.71 to 1706.74 of the Revised Code do not preclude an entity from being merged or converted under law other than this chapter.
Ohio Rev Code § 1706.76 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.76 | Separate Asset Series-Designation by Operating Agreement.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) An operating agreement may establish or provide for the establishment of one or more designated series of assets that has both of the following: (1) Either or both of the following: (a) Separate rights, powers, or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations; (b) A separate purpose or investment objective. (2) At least one member associated with each series. (B) A series established in accordance with division (A) of this section may carry on any activity, whether or not for profit.
Ohio Rev Code § 1706.761 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.761 | Separate Asset Series-Limited Liability Statement.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) Subject to division (B) of this section, both of the following apply: (1) The debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a series shall be enforceable against the assets of that series only, and shall not be enforceable against the assets of the limited liability company generally or any other series thereof. (2) None of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the limited liability company generally or any other series thereof shall be enforceable against the assets of a series. (B) Division (A) of this section applies only if all of the following conditions are met: (1) The records maintained for that series account for the assets of that series separately from the other assets of the company or any other series. (2) The operating agreement contains a statement to the effect of the limitations provided in division (A) of this section. (3) The limited liability company's articles of organization contains a statement that the limited liability company may have one or more series of assets subject to the limitations provided in division (A) of this section.
Ohio Rev Code § 1706.762 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.762 | Separate Asset Series-How Assets Held.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) Assets of a series may be held directly or indirectly, including in the name of the series, in the name of the limited liability company, through a nominee, or otherwise. (B) If the records of a series are maintained in a manner so that the assets of the series can be reasonably identified by specific listing, category, type, quantity, or computational or allocational formula or procedure, including a percentage or share of any assets, or by any other method in which the identity of the assets can be objectively determined, the records are considered to satisfy the requirement of division (B)(1) of section 1706.761 of the Revised Code.
Ohio Rev Code § 1706.763 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.763 | Separate Asset Series-Limited Liability Statement Effective.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|The statement of limitation on liabilities of a series required by division (B)(3) of section 1706.761 of the Revised Code is sufficient regardless of whether either of the following applies: (A) The limited liability company has established any series under this chapter when the statement of limitations is contained in the articles of organization; (B) The statement of limitations makes reference to a specific series of the limited liability company.
Ohio Rev Code § 1706.764 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.764 | Separate Asset Series-Wrongful Dissociation From Series.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A person shall not voluntarily dissociate as a member associated with a series. (B) A person's dissociation from a series is wrongful only if one of the following applies: (1) The person's dissociation is in breach of an express provision of the operating agreement. (2) The person is expelled as a member associated with the series by determination of a tribunal under division (E) of section 1706.765 of the Revised Code. (3) The person is dissociated as a member associated with a series 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 associated with a series is liable to the series and, subject to section 1706.61 of the Revised Code, to the other members associated with that series for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member associated with a series to the series or the other members associated with that series.
Ohio Rev Code § 1706.766 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.766 | Separate Asset Series-Effect of Dissociation.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A person who has dissociated as a member associated with a series shall have no right to participate in the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated from that series. (B) A person's dissociation as a member associated with a series does not of itself discharge the person from any debt, obligation, or liability to that series, the limited liability company, or the other members that the person incurred while a member associated with that series. (C) A member's dissociation from a series does not, in itself, cause the member to dissociate from any other series or require the winding up of the series. (D) A member's dissociation from a series does not, in itself, cause the member to dissociate from the limited liability company.
Ohio Rev Code § 1706.767 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.767 | Separate Asset Series-Effect of Series Dissolution.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided by section 1706.761 of the Revised Code.
Ohio Rev Code § 1706.768 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.768 | Separate Asset Series-Events Causing Series Dissolution.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following: (A) The dissolution of the limited liability company under section 1706.47 of the Revised Code; (B) An event or circumstance that the operating agreement states causes dissolution of the series; (C) The consent of all of the members associated with the series; (D) The passage of ninety days after the occurrence of the dissociation of the last remaining member associated with the series; (E) On application by a member associated with the series, the entry by the appropriate court of an order dissolving the series on the grounds that it is not reasonably practicable to carry on the series' activities in conformity with the operating agreement.
Ohio Rev Code § 1706.769 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.769 | Separate Asset Series-Activities and Proceedings After Dissolution.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A dissolved series continues its existence as a series but shall 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 the assets of the series; (2) Disposing of the properties of the series that will not be distributed in kind to persons owning membership interests associated with the series; (3) Discharging or making provisions for discharging the liabilities of the series; (4) Distributing the remaining property of the series in accordance with section 1706.7613 of the Revised Code; (5) Doing any other act necessary to wind up and liquidate the series' activities and affairs. (B) In winding up a series' activities, a series may do any of the following: (1) Preserve the series' activities and property as a going concern for a reasonable time; (2) Prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (3) Make an assignment of the series' property; (4) Resolve disputes by mediation or arbitration. (C) A series' dissolution, in itself: (1) Is not an assignment of the series' property; (2) Does not prevent the commencement of a proceeding by or against the series in the series' name; (3) Does not abate or suspend a proceeding pending by or against the series on the effective date of dissolution; (4) Does not abate, suspend, or otherwise alter the application of section 1706.7613 of the Revised Code.
Ohio Rev Code § 1706.7610 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.7610 | Separate Asset Series-Responsibility to Wind Up Activities After Dissolution.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) Subject to division (C) of section 1706.769 of the Revised Code, after dissolution of a series, the remaining members associated with the series, 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 associated with the series, may wind up the series' activities. (B) The appropriate tribunal may order supervision of the winding up of a dissolved series, including the appointment of a person to wind up the series' activities for any of the following reasons: (1) On application of a member associated with the series, if the applicant establishes good cause; (2) On application of an assignee associated with a series, if both of the following apply: (a) There are no members associated with the series. (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 1706.768 of the Revised Code.
Ohio Rev Code § 1706.7611 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.7611 | Separate Asset Series-Disposition of Claims After Dissolution.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A dissolved series 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 series. (B) A dissolved series may give notice of the dissolution in a record to the holder of any known claim. The notice shall do all of the following: (1) Identify the limited liability company and the dissolved series; (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 series must receive the claim. The deadline shall not be sooner than one hundred twenty 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 series is barred in either of the following circumstances: (1) If a claimant who was given notice under division (B) of this section does not deliver the claim to the dissolved series by the deadline; (2) If a claimant whose claim was rejected by the dissolved series 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 a contingent liability that has not matured so that there is no immediate right to bring suit or 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 of limitations.
Ohio Rev Code § 1706.7613 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.7613 | Separate Asset Series-Distribution of Funds Upon Wind Up.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) Upon the winding up of a series, payment or adequate provision for payment shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities of the series. (B) After a series complies with division (A) of this section, any surplus shall be distributed as follows: (1) First, to each person owning a membership interest associated with the series that reflects contributions made on account of that 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 associated with the series in the proportions in which the owners of membership interests associated with the series share in distributions prior to dissolution of the series. (C) If the series 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 associated with the series in proportion to the value of their respective unreturned contributions.
Ohio Rev Code § 1706.81 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.81 | Effect on Federal Law.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|This chapter modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. 7003(b).
Ohio Rev Code § 1706.82 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.82 | Llc May Act Outside the State.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.
Ohio Rev Code § 1706.83 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.83 | Chapter Applies to All Llcs on and After February 11, 2022.

Effective: September 30, 2021|Latest Legislation:  House Bill 110 - 134th General Assembly|On and after February 11, 2022, this chapter shall govern all limited liability companies, including every foreign limited liability company that files an application for registration as a foreign limited liability company on or after February 11, 2022, every foreign limited liability company that registers a name in this state on or after February 11, 2022, every foreign limited liability company that has registered a name in this state prior to February 11, 2022, and every foreign limited liability company that has filed an application for registration as a foreign limited liability company prior to February 11, 2022, pursuant to Chapter 1705. of the Revised Code. Last updated September 9, 2021 at 11:46 AM
Ohio Rev Code § 1706.84 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.84 | Application of Chapter Amendments.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited liability companies and members and agents whether or not existing as such at the time of the enactment of any such amendment.
Ohio Rev Code § 1707.04 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1707 | Securities|Section 1707.04 | Issuance of Securities in Reorganizations.

Effective: March 31, 2021|Latest Legislation:  House Bill 312 - 133rd General Assembly|(A) The division of securities may consider and conduct hearings upon any plan of reorganization, recapitalization, or refinancing of a corporation organized under the laws of this state, or having its principal place of business within this state, when such plan is proposed by such corporation or by any of its shareholders or creditors and contains a proposal to issue securities in exchange for one or more bona fide outstanding securities, claims, or property interests, or partly in such exchange or partly for cash. The division may also approve the terms of such issuance and exchange and the fairness of such terms, after a hearing upon such fairness at which all persons to whom it is proposed to issue securities in such exchange have the right to appear, if application for such a hearing is made by such corporation, by the holders of a majority in amount of its debts, or by the holders of a majority in amount of any outstanding class of securities issued by it. Notice in person or by mail of the time and place of such hearing shall be given to all persons to whom it is proposed to issue such securities, and evidence satisfactory to the division that such notice has been given shall be filed with the division. Securities issued in accordance with a plan so approved by the division are exempt from sections 1707.01 to 1707.50 of the Revised Code, relating to registration or qualification of securities or the registration of transactions therein. (B) "Reorganization," "recapitalization," and "refinancing," as used in this section, include the following: (1) A readjustment by modification of the terms of securities by agreement; (2) A readjustment by the exchange of securities by the issuer for others of its securities; (3) The exchange of securities by the issuer for securities of another issuer; (4) The acquisition of assets of a person, directly or indirectly, partly or wholly in consideration for securities distributed or to be distributed as part of the same transaction, directly or indirectly, to holders of securities issued by such person or secured by assets of such person; (5) A merger or consolidation. (C) Upon filing an application with the division under this section, the applicant shall pay to the division a filing fee of one hundred dollars and shall deposit with the division such sum, not in excess of one thousand dollars, as the division requires for the purpose of defraying the costs of the hearing provided for in this section and of any investigation which the division may make in connection herewith.
Ohio Rev Code § 1707.042 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1707 | Securities|Section 1707.042 | Prohibited Acts Relating to Control Bids.

Effective: March 31, 2021|Latest Legislation:  House Bill 312 - 133rd General Assembly|(A) No person who makes or opposes a control bid to offerees in this state shall knowingly do any of the following: (1) Make any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; (2) Engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such offeree; (3) Engage in any manipulative act or practice. (B) Any person who makes or opposes a control bid to offerees in this state, or who realizes any profit which inures to and is recoverable by a corporation, formed in this state, pursuant to section 1707.043 of the Revised Code, is conclusively presumed to have designated the secretary of state as its agent for the service of process in any action or proceeding under this chapter. Upon receipt of any such process, together with an affidavit showing the last known address of the person who made or opposed the control bid or who realized such profit, the secretary of state shall forthwith give notice by telegraph of the fact of the service of process and forward a copy of such process to such address by certified mail, return receipt requested. This section does not affect any right to serve process in any other manner permitted by law. (C) Any person who makes or opposes a control bid is subject to the liabilities and penalties applicable to a seller, and an offeree is entitled to the remedies applicable to a purchaser, as set forth in sections 1707.41 to 1707.50 of the Revised Code. (D) In case any provision or application of any provision of this section is for any reason held to be illegal or invalid, such illegality or invalidity shall not affect any legal and valid provision or application of this section.