reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.