reglab/housing_qa huggingface dataset:
Ohio Rev Code § 1706.175 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.175 | Certificate of Full Force and Effect; Foreign Limited Liability Company Certificate of Registration.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of full force and effect for a limited liability company if the records filed in the office of the secretary of state show that the limited liability company has been formed under the laws of this state. A certificate of full force and effect shall state all of the following: (1) The limited liability company's name; (2) The limited liability company's date of formation; (3) That the limited liability company is in full force and effect on the records of the secretary of state. (B) The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of registration for a foreign limited liability company if the records filed in the office of the secretary of state show that the secretary of state has filed a certificate of registration for the foreign limited liability company, has not canceled the certificate of registration for the foreign limited liability company, and has not filed a statement of cancellation of the certificate of registration for the foreign limited liability company. A certificate of registration shall state both of the following: (1) The foreign limited liability company's name; (2) That the foreign limited liability company is authorized to transact business in this state. (C) Subject to any qualification stated in the certificate, a certificate of existence or certificate of registration issued by the secretary of state is, for a period of thirty days after the date of such certificate, conclusive evidence that the limited liability company is in existence or the foreign limited liability company is authorized to transact business in this state.
Ohio Rev Code § 1706.18 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.18 | Binding of Limited Liability Company.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|No person shall have the power to bind the limited liability company, or a series thereof, except: (A) To the extent the person is authorized to act as the agent of the limited liability company or a series thereof under or pursuant to the operating agreement; (B) To the extent the person is authorized to act as the agent of the limited liability company or a series thereof pursuant to division (A) of section 1706.30 of the Revised Code; (C) To the extent provided in section 1706.19 of the Revised Code; (D) To the extent provided by law other than this chapter.
Ohio Rev Code § 1706.19 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.19 | Statement of Authority, Amendments and Cancellation, Certificate of Dissolution.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A limited liability company, on behalf of itself or a series thereof, may deliver to the secretary of state for filing on a form prescribed by the secretary of state a statement of authority. Such a statement: (1) Shall include the name and registration number of the limited liability company; (2) May state the authority of a specific person, or, with respect to any position that exists in or with respect to the limited liability company or series thereof, of all persons holding the position, to enter into transactions on behalf of the limited liability company or series thereof. (B) To amend or cancel a statement of authority filed by the secretary of state, a limited liability company shall, on behalf of itself or a series thereof, deliver to the secretary of state for filing an amendment or cancellation on a form prescribed by the secretary of state stating all of the following: (1) The name and registration number of the limited liability company; (2) The date of filing of the statement of authority to which the amendment or cancellation statement pertains; (3) The contents of the amendment or a declaration that the statement to which it pertains is canceled. (C) An effective statement of authority is conclusive in favor of a person that gives value in reliance on the statement, except to the extent that when the person gives value the person has knowledge to the contrary. (D) Upon filing, a certificate of dissolution filed pursuant to division (B)(1) of section 1706.471 of the Revised Code operates as a cancellation, under division (B) of this section, of each statement of authority. (E) After a certificate of dissolution becomes effective, a limited liability company may, on behalf of itself or a series thereof, deliver to the secretary of state for filing a statement of authority that is designated as a post-dissolution or post-cancellation statement of authority. (F) Upon filing, a statement of denial filed pursuant to section 1706.20 of the Revised Code operates as an amendment, under division (B) of this section, of the statement of authority to which the statement of denial pertains.
Ohio Rev Code § 1706.20 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.20 | Statement of Denial.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A person named in a filed statement of authority may deliver to the secretary of state for filing on a form prescribed by the secretary of state a statement of denial that does both of the following: (A) States the name and registration number of the limited liability company and the date of filing of the statement of authority to which the statement of denial pertains; (B) Denies the person's authority.
Ohio Rev Code § 1706.26 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.26 | Liabilities of Limited Liability Company Members.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A person who is a member of a limited liability company is not liable, solely by reason of being a member, for a debt, obligation, or liability of the limited liability company or a series thereof, whether arising in contract, tort, or otherwise; or for the acts or omissions of any other member, agent, or employee of the limited liability company or a series thereof. The failure of a limited liability company or any of its members to observe any formalities relating to the exercise of the limited liability company's powers or the management of its activities is not a factor to consider in, or a ground for, imposing liability on the members for the debts, obligations, or liability of the limited liability company.
Ohio Rev Code § 1706.27 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.27 | Admission as a Member of a Limited Liability Company.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the occurrence of either of the following: (1) If the organizer was authorized by one or more persons intending to be members of the limited liability company to file the articles of organization on their behalf, the formation of the limited liability company; (2) If the organizer was not authorized by any other person intending to be members of the limited liability company, each organizer shall have the authority of a member of the limited liability company upon the formation of the limited liability company until the admission of the initial member of the limited liability company. (B) After formation of a limited liability company, a person may be admitted as a member of the limited liability company in any of the following manners: (1) As provided in the operating agreement; (2) As the result of a transaction effective under sections 1706.71 to 1706.74 of the Revised Code; (3) With the consent of all the members or in the case of a limited liability company having only one member, the consent of the member; (4) If, within ninety consecutive days after the occurrence of the dissociation of the last remaining member, both of the following occur: (a) All holders of the membership interest last assigned by the last person to have been a member consent to the designation of a person to be admitted as a member; (b) The designated person consents to be admitted as a member effective as of the date the last person to have been a member ceased to be a member. (C) A person may be admitted as a member without acquiring a membership interest and without making or being obligated to make a contribution to the limited liability company. A person may be admitted as the sole member without acquiring a membership interest and without making or being obligated to make a contribution to the limited liability company.
Ohio Rev Code § 1706.28 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.28 | Contributions of Members of a Limited Liability Company.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A contribution of a member to a limited liability company, or a series thereof, may consist of cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.
Ohio Rev Code § 1706.281 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.281 | Obligation to Make a Contribution.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) A promise by a member to make a contribution to a limited liability company, or a series thereof, is not enforceable unless set forth in a writing signed by the member. (B) A member's obligation to make a contribution to a limited liability company, or a series thereof, is not excused by the member's death, disability, or other inability to perform personally. If a member does not make a contribution required by an enforceable promise, the member or the member's estate is obligated, at the election of the limited liability company, or a series thereof, to contribute money equal to the value of the portion of the contribution that has not been made. The election shall be in addition to, and not in lieu of, any other rights, including the right to specific performance, that the limited liability company, or a series thereof, may have under the operating agreement or applicable law. (C)(1) The obligation of a member to make a contribution to a limited liability company may be compromised only by consent of all the members. A conditional obligation of a member to make a contribution to a limited liability company may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include contributions payable upon a discretionary call of a limited liability company before the time the call occurs. (2) The obligation of a member associated with a series to make a contribution to the series may be compromised only by consent of all the members associated with that series. A conditional obligation of a member to make a contribution to a series may not be enforced unless the conditions of the obligation have been satisfied or waived as to or by that member. Conditional obligations include contributions payable upon a discretionary call of that series before the time the call occurs. (3) Division (C)(1) of this section shall not apply to a member's obligation to make a contribution to a series of a limited liability company.
Ohio Rev Code § 1706.29 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.29 | Distributions of Limited Liability Company.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A)(1) All members shall share equally in any distributions made by a limited liability company before its dissolution and winding up. (2) A member has a right to a distribution before the dissolution and winding up of a limited liability company as provided in the operating agreement. A decision to make a distribution before the dissolution and winding up of the limited liability company is a decision in the ordinary course of activities of the limited liability company. A member's dissociation does not entitle the dissociated member to a distribution. (3) A member does not have a right to demand and receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in division (C) of section 1706.475 of the Revised Code, a limited liability company may distribute an asset in kind if each member receives a percentage of the asset in proportion to the member's share of contributions. (4) If a member becomes entitled to receive a distribution, the member has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. (B)(1) All members associated with a series shall share equally in any distributions made by the series before its dissolution and winding up. (2) A member associated with a series has a right to a distribution before the dissolution and winding up of the series as provided in the operating agreement. A decision of the series to make a distribution before the dissolution and winding up of the series is a decision in the ordinary course of activities of the series. A member's dissociation from a series with which the member is associated does not entitle the dissociated member to a distribution from the series.  (3) A member associated with a series does not have a right to demand and receive a distribution from the series in any form other than money. Except as otherwise provided in division (C) of section 1706.7613 of the Revised Code, a series may distribute an asset in kind if each member associated with the series receives a percentage of the asset in proportion to the member's share of distributions from the series. (4) If a member associated with a series becomes entitled to receive a distribution from the series, the member has the status of, and is entitled to all remedies available to, a creditor of the series with respect to the distribution. (C) Division (A) of this section does not apply to a distribution made by a series.
Ohio Rev Code § 1706.30 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.30 | Direction and Oversight of a Limited Liability Company.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A)(1) The activities and affairs of the limited liability company shall be under the direction, and subject to the oversight, of its members. (2) The activities and affairs of a series shall be under the direction, and subject to the oversight, of the members associated with the series. (3) Division (A)(1) of this section shall not apply to the activities and affairs of a series. (B)(1) Except as provided in division (C) of this section, a matter in the ordinary course of activities of the limited liability company may be decided by a majority of the members. (2) Except as provided in division (C) of this section, a matter in the ordinary course of activities of a series may be decided by a majority of the members associated with the series. (3) Division (B)(1) of this section shall not apply to matters of a series. (C)(1) The consent of all members is required to do any of the following: (a) Amend the operating agreement; (b) File a petition of the limited liability company for relief under Title 11 of the United States Code, or a successor statute of general application, or a comparable federal, state, or foreign law governing insolvency; (c) Undertake any act outside the ordinary course of the limited liability company's activities; (d) Undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all members. (2) The consent of all members associated with a series is required to do either of the following: (a) Undertake any act outside the ordinary course of the series' activities; (b) Undertake, authorize, or approve any other act or matter for which this chapter requires the consent of all the members associated with a series. (D) Any matter requiring the consent of members may be decided without a meeting, and a member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent. (E) This chapter does not entitle a member to remuneration for services performed for a limited liability company.
Ohio Rev Code § 1706.32 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.32 | Indemnification, Advancement, Reimbursement, and Insurance.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person.
Ohio Rev Code § 1706.33 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.33 | Right of Members and Dissociated Members to Records.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|(A) Upon reasonable notice provided to the limited liability company, a member may inspect and copy during regular business hours, at a reasonable location specified by the limited liability company, any record maintained by the limited liability company, to the extent the information is material to the member's rights and duties under the operating agreement or this chapter. (B) A limited liability company may charge a person that makes a demand under this section the reasonable costs of labor and materials for copying. (C) A member or dissociated member may exercise rights under this section through an agent or, in the case of an individual under legal disability, a legal representative. Any restriction or condition imposed by the operating agreement or under division (E) of this section applies both to the agent or legal representative and the member or dissociated member. (D) The rights under this section do not extend to an assignee who is not admitted as a member. (E) In addition to any restriction or condition stated in its operating agreement, a limited liability company, as a matter within the ordinary course of its activities, may do either of the following: (1) Impose reasonable restrictions and conditions on access to and use of information to be furnished under this section, including designating information confidential and imposing nondisclosure and safeguarding obligations on the recipient; (2) Keep confidential from the members and any other persons, for such period of time as the limited liability company deems reasonable, any information that the limited liability company reasonably believes to be in the nature of trade secrets or other information the disclosure of which the limited liability company in good faith believes is not in the best interest of the limited liability company or could damage the limited liability company or its activities, or that the limited liability company is required by law or by agreement with a third party to keep confidential.
Ohio Rev Code § 1706.331 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.331 | Reliance on Reports and Information.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|Each member and agent of a limited liability company shall be fully protected in relying in good faith upon the records of the limited liability company and upon information, opinions, reports, or statements presented by another member or agent of the limited liability company, or by any other person as to matters the member or the agent reasonably believes are within that other person's professional or expert competence, including information, opinions, reports, or statements as to any of the following: (A) The value and amount of the assets, liabilities, profits, or losses of the limited liability company, or a series thereof; (B) The value and amount of assets or reserves or contracts, agreements, or other undertakings that would be sufficient to pay claims and obligations of the limited liability company, or series thereof, or to make reasonable provision to pay those claims and obligations; (C) Any other facts pertinent to the existence and amount of assets from which distributions to members or creditors might properly be paid.
Ohio Rev Code § 1706.332 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.332 | Power of Personal Representative of Deceased Member.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|If a member dies, the deceased member's personal representative or other legal representative may, for purposes of settling the estate, exercise the rights of a current member under section 1706.33 of the Revised Code.
Ohio Rev Code § 1706.34 (2021)
2021 Ohio Revised Code|Title 17 | Corporations-Partnerships|Chapter 1706 | Ohio Revised Limited Liability Company Act|Section 1706.34 | Member's Membership Interest Is Personal Property and Assignable.

Effective: April 12, 2021|Latest Legislation:  Senate Bill 276 - 133rd General Assembly|The only interest of a member that is assignable is the member's membership interest. A membership interest is personal property.