reglab/statecodes huggingface dataset:
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1704 | Transactions Involving Interested Shareholders › Section 1704.04 | Determining Fair Market Value of Shares on Date in Question.

Effective:
April 11, 1990
Latest Legislation:
Senate Bill 321 - 118th General Assembly
(A) For purposes of this chapter, the fair market value on the date in question of shares shall be determined as follows:
(1) If that class or series of shares is listed on a United States securities exchange registered under the Exchange Act, the fair market value shall be the simple arithmetic average closing sale price during the thirty calendar days immediately before the date in question of a share of that class or series on the principal such exchange on which that class or series is listed;
(2) If that class or series of shares is not listed on an exchange described in division (A)(1) of this section, the fair market value shall be the simple arithmetic average closing bid quotation during the thirty calendar days immediately before the date in question for a share of that class or series on the national association of securities dealers automated quotation system or any similar system then in use;
(3) If no quotations described in division (A)(1) or (2) of this section are available, the fair market value shall be determined in good faith by the directors of the issuing public corporation.
(B) For purposes of this chapter, the fair market value on the date in question of property other than cash or shares shall be determined in good faith by the directors of the issuing public corporation.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1704 | Transactions Involving Interested Shareholders › Section 1704.06 | Contents of Articles of Incorporation.

Effective:
April 11, 1990
Latest Legislation:
Senate Bill 321 - 118th General Assembly
(A) If the original articles of an issuing public corporation state, or if the articles of an issuing public corporation have been amended to state, by specific reference to this chapter, that this chapter does not apply to the corporation, the corporation may amend its articles, in compliance with the provisions of section 1701.70, 1701.71, or 1701.72 of the Revised Code, to eliminate or modify that statement.
(B) For any corporation, whether or not it is an issuing public corporation, regulations of the corporation may be adopted or amended, in compliance with the provisions of section 1701.11 of the Revised Code, to include both a statement that the provisions of this chapter apply to the corporation, whether or not it is or continues to be an issuing public corporation, in a transaction that would be a Chapter 1704. transaction for a corporation that is an issuing public corporation, and reasonable sanctions for failure to comply with the provisions of this chapter.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1704 | Transactions Involving Interested Shareholders › Section 1704.07 | Other Applicable Laws.

Effective:
April 11, 1990
Latest Legislation:
Senate Bill 321 - 118th General Assembly
(A) The requirements of this chapter are in addition to the requirements of other applicable law, including the provisions of Chapters 1701. and 1707. of the Revised Code.
(B) Except to the extent specifically provided to the contrary by this chapter, nothing in this chapter shall limit or affect the application of any provision of Chapter 1701. or 1707. of the Revised Code that is not inconsistent with, in conflict with, or contrary to the provisions of this chapter.
(C) Except as otherwise provided in this chapter, nothing in this chapter shall be construed to affect or impair any right, remedy, obligation, duty, power, or authority of any interested shareholder, any issuing public corporation, the directors of any interested shareholder or any issuing public corporation, or any other person under the laws of this or any other state or of the United States.
(D) If any application of any provision of this chapter is for any reason held to be illegal or invalid, the illegality or invalidity shall not affect any legal and valid provision or application of this chapter, and the parts and applications of this chapter shall be severable.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.03 | Knowledge and Notification of Facts.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A person knows a fact when either of the following is met:
(1) The person has actual knowledge of the fact.
(2) The person is deemed to know the fact under law other than this chapter.
(B) A person has notice of a fact when any of the following is met:
(1) The person knows of the fact.
(2) The person receives notification of the fact.
(3) The person has reason to know the fact from all the facts known to the person at the time.
(4) The person is deemed to have notice of the fact under division (D) of this section.
(C) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(D) A person is deemed to have notice of the following:
(1) The matters included in a limited liability company's articles of organization under divisions (A)(1) to (3) of section 1706.16 of the Revised Code, upon the filing of the articles;
(2) A limited liability company's dissolution, ninety days after a certificate of dissolution under section 1706.471 of the Revised Code becomes effective;
(3) A limited liability company's merger or conversion, ninety days after a certificate of merger under section 1706.712 of the Revised Code or certificate of conversion under section 1706.722 of the Revised Code becomes effective.
(E) A member's knowledge, notice, or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice, or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.04 | Separate Legal Entity.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A limited liability company is a separate legal entity. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter.
(B) A limited liability company has perpetual duration.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.05 | Scope of Authority of Limited Liability Company.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A limited liability company may carry on any lawful activity, whether or not for profit.
(B) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its operating agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the business, purposes, or activities of the limited liability company.
(C) Without limiting the general powers enumerated in division (B) of this section, a limited liability company shall have the power and authority to make contracts of guaranty and suretyship and enter into interest rate, basis, currency, hedge, or other swap agreements, or cap, floor, put, call, option, exchange, or collar agreements, derivative agreements, or other agreements similar to any of the foregoing.
(D) A series established under this chapter has the power and capacity, in the series' own name, to do all of the following:
(1) Sue and be sued;
(2) Contract;
(3) Hold and convey title to assets of the series, including real property, personal property, and intangible property;
(4) Grant liens and security interests in assets of the series.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.06 | Interpretation and Application of Revised Limited Liability Company Act.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) This chapter shall be construed to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements.
(B) Unless displaced by particular provisions of this chapter, principles of law and equity supplement this chapter.
(C) Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
(D) Sections 1309.406 and 1309.408 of the Revised Code do not apply to any interest in a limited liability company, including all rights, powers, and interests arising under an operating agreement or this chapter. This division prevails over those sections, and is expressly intended to permit the enforcement of the provisions of an operating agreement that would otherwise be ineffective under those sections.
(E) This chapter applies to all limited liability companies equally regardless of whether the limited liability company has one or more members or whether it is formed by a filing under section 1706.16 of the Revised Code or by merger, consolidation, conversion, or otherwise.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.061 | Authority of State Law Over Limited Liability Companies.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
The law of this state governs all of the following:
(A) The organization and internal affairs of a limited liability company;
(B) The liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company;
(C) The authority of the members and agents of a limited liability company;
(D) The availability of the assets of a limited liability company or series thereof for the obligations of the limited liability company or another series thereof.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.081 | Enforcement of Operating Agreements.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A limited liability company is bound by and may enforce its operating agreement, whether or not the limited liability company has itself manifested assent to its operating agreement.
(B) A person that is admitted as a member of a limited liability company becomes a party to and assents to the operating agreement subject to division (A) of section 1706.281 of the Revised Code.
(C) Two or more persons intending to be the initial members of a limited liability company may make an agreement providing that upon the formation of the limited liability company the agreement will become its operating agreement. One person intending to be the initial member of a limited liability company may assent to terms providing that upon the formation of the limited liability company the terms will become the operating agreement.
(D) The operating agreement of a limited liability company having only one member shall not be unenforceable by reason of there being only one person who is a party to the operating agreement.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.082 | Operating Agreement Amendment, Provision of Rights, Obligations.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) An operating agreement may be amended upon the consent of all the members of a limited liability company or in such other manner authorized by the operating agreement. If an operating agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or as otherwise permitted by law; except that the approval of any person may be waived by that person and any conditions may be waived by all persons for whose benefit those conditions were intended.
(B) An operating agreement may provide rights to any person, including a person who is not a party to the operating agreement, to the extent set forth in the operating agreement.
(C) The obligations of a limited liability company and its members to a person in the person's capacity as an assignee or dissociated member are governed by the operating agreement. An assignee and dissociated member are bound by the operating agreement.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.16 | Articles of Organization.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) In order to form a limited liability company, one or more persons shall execute articles of organization and deliver the articles to the secretary of state for filing. The articles of organization shall set forth all of the following:
(1) The name of the limited liability company;
(2) The name and street address of the limited liability company's statutory agent and a written acceptance of the appointment that is signed by the agent;
(3) If applicable, a statement as provided in division (B)(3) of section 1706.761 of the Revised Code;
(4) Any other matters the organizers or the members determine to include in the articles of organization.
(B) A limited liability company is formed when the articles of organization are filed by the secretary of state or at any later date or time specified in the articles of organization.
(C) The fact that articles of organization are on file in the office of the secretary of state is notice of the matters required to be included by divisions (A)(1) to (3) of this section, but is not notice of any other fact.
(D) An operating agreement may be entered into before, at the time of, or after the filing of the articles of organization. Regardless of when the operating agreement is entered into, it may be made effective as of the filing of the articles of organization or any other time provided in the operating agreement.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.161 | Amendments to Articles of Organization.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) The articles of organization may be amended at any time.
(B) The articles of organization may be restated with or without amendment at any time.
(C) To amend its articles of organization, a limited liability company shall deliver to the secretary of state for filing, on a form prescribed by the secretary of state, a certificate of amendment containing both of the following information:
(1) The name and registration number of the limited liability company;
(2) The changes the amendment makes to the articles of organization as most recently amended or restated.
(D) Restated articles of organization shall be delivered to the secretary of state for filing in the same manner as an amendment. Restated articles of organization shall be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's name and the date of the filing of its articles of organization. Any amendment or change effected in connection with the restatement of the articles of organization shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change.
(E) The original articles of organization, as amended or supplemented, shall be superseded by the restated articles of organization. Thereafter, the articles of organization, including any further amendment or changes made thereby, shall be the articles of organization of the limited liability company, but the original effective date of formation shall remain unchanged.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.17 | Filed Records of a Limited Liability Company to Be Signed.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A record delivered to the secretary of state for filing pursuant to this chapter shall be signed as provided by this section.
(1) A limited liability company's initial articles of organization shall be signed by at least one person.
(2) A record signed on behalf of a limited liability company shall be signed by a person authorized by the limited liability company.
(3) A record filed on behalf of a dissolved limited liability company that has no members shall be signed by the person winding up the limited liability company's activities under division (A) of section 1706.472 of the Revised Code or a person appointed under division (B) of section 1706.472 of the Revised Code to wind up those activities.
(4) A statement of denial by a person under section 1706.20 of the Revised Code shall be signed by that person.
(5) Any other record shall be signed by the person on whose behalf the record is delivered to the secretary of state.
(B) Any record to be filed under this chapter may be signed by an agent, including an attorney-in-fact. Powers of attorney relating to the signing of the record need not be delivered to the secretary of state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.171 | Incomplete or Undelivered Records.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved by that failure to sign may petition the appropriate court to order any of the following:
(1) The person to sign the record;
(2) The person to deliver the record to the secretary of state for filing;
(3) The secretary of state to file the record unsigned.
(B) If a petitioner under division (A) of this section is not the limited liability company or foreign limited liability company to whom the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under division (A) of this section may seek the remedies provided in that division in a separate action against the person required to sign the record or as a part of any other action concerning the limited liability company in which the person required to sign the record is made a party.
(C) A record filed unsigned pursuant to this section is effective without being signed.
(D) A court may award reasonable expenses, including reasonable attorney's fees, to the prevailing party, in whole or in part, with respect to any claim made under division (A) of this section.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.173 | Certificates of Correction.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A limited liability company or foreign limited liability company may deliver to the secretary of state for filing a certificate of correction to correct a record previously delivered by the limited liability company or foreign limited liability company to the secretary of state and filed by the secretary of state if at the time of filing the record contained incorrect or inaccurate information or was defectively signed.
(B) A certificate of correction under division (A) of this section shall not state a delayed effective date and shall do all of the following:
(1) Describe the record to be corrected, including its filing date, or attach a copy of the record as filed;
(2) Specify the inaccurate information or the defect in the signing;
(3) Correct the incorrect or inaccurate information or defective signature.
(C) When filed by the secretary of state, a certificate of correction is effective retroactively as of the effective date of the record the statement corrects, but the statement is effective when filed as to persons that previously relied on the uncorrected record and would be adversely affected by the correction.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.174 | Incorrect or Inaccurate Records - Penalty.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A person who signs a record authorized or required to be filed under this chapter thereby affirms under penalty for falsification as described in section 2921.13 of the Revised Code that the facts stated in the record are true in all material respects.
(B) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains incorrect or inaccurate information, a person that suffers a loss by reasonable reliance on the information may recover damages for the loss from a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be incorrect or inaccurate at the time the record was signed.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.341 | Assignment of Limited Liability Company Interest.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) An assignment, in whole or in part, of a membership interest:
(1) Is permissible;
(2)(a) Does not by itself cause a member to cease to be a member of the limited liability company;
(b) Does not by itself cause a member to cease to be associated with a series of the limited liability company.
(3) Does not by itself cause a dissolution and winding up of the limited liability company, or a series thereof;
(4) Subject to section 1706.332 of the Revised Code, does not entitle the assignee to do either of the following:
(a) Participate in the management or conduct of the activities of the limited liability company, or a series thereof;
(b) Have access to records or other information concerning the activities of the limited liability company, or a series thereof.
(B) An assignee has the right to receive, in accordance with the assignment, distributions to which the assignor would otherwise be entitled.
(C) A membership interest may be evidenced by a certificate of membership interest issued by the limited liability company, or a series thereof. An operating agreement may provide for the assignment of the membership interest represented by the certificate and make other provisions with respect to the certificate.
(D) A limited liability company, or a series thereof, shall not issue a certificate of membership interest in bearer form.
(E) A limited liability company, or a series thereof, need not give effect to an assignee's rights under this section until the limited liability company, or a series thereof, has notice of the assignment.
(F) Except as otherwise provided in division (J) of section 1706.411 of the Revised Code, when a member assigns a membership interest, the assignor retains the rights of a member other than the right to distributions assigned and retains all duties and obligations of a member.
(G) When a member assigns a membership interest to a person that is admitted as a member with respect to the assigned interest, the assignee is only liable for the member's obligations under section 1706.281 of the Revised Code to the extent that the obligations are known to the assignee when the assignee voluntarily accepts admission as a member.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.41 | Wrongful Dissociation.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) A person shall not voluntarily dissociate from a limited liability company.
(B) A person's dissociation from a limited liability company is wrongful only if one of the following applies:
(1) The dissociation is in breach of an express provision of the operating agreement.
(2) The person is expelled as a member by a determination of a tribunal under division (D) of section 1706.411 of the Revised Code.
(3) The person is dissociated by becoming a debtor in bankruptcy or making a general assignment for the benefit of creditors.
(C) A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 1706.61 of the Revised Code, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or liability of the member to the limited liability company or the other members.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1706 | Ohio Revised Limited Liability Company Act › Section 1706.412 | Effect of Dissociation.

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