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Ohio Statutes, Title 17

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Ohio/Statutes

← All Ohio coverage

Title 17, Title 17. Corporations-Partnerships

41 chapters · 1,271 sections in this title.

All chapters in Title 171,271 Ch 1701, Chapter 1701 | General Corporation Law118 Ch 1706, Chapter 1706 | Ohio Revised Limited …92 Ch 1751, Chapter 1751 | Health Insuring Corpo…83 Ch 1707, Chapter 1707 | Securities77 Ch 1733, Chapter 1733 | Credit Unions77 Ch 1782, Chapter 1782 | Limited Partnerships76 Ch 1776, Chapter 1776 | Ohio Uniform Partners…73 Ch 1702, Chapter 1702 | Nonprofit Corporation Law67 Ch 1745, Chapter 1745 | Uniform Unincorporate…54 Ch 1729, Chapter 1729 | Ohio Cooperative Law53 Ch 1715, Chapter 1715 | Religious And Benevol…52 Ch 1713, Chapter 1713 | Educational Corporations50 Ch 1711, Chapter 1711 | Agricultural Societie…40 Ch 1703, Chapter 1703 | Foreign Corporations30

92 sections·Filtered byTitle 17✕Ch 1706✕

Ohio Rev. Code Ann. § 1706.511 Foreign limited liability company registration
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(A) In order for a foreign limited liability company or any one or more of its series to transact business in this state, the foreign limited liability company shall register with the secretary of state. Neither a foreign limited liability company nor any one or more of its serie…
Ohio Rev. Code Ann. § 1706.512 Actions not constituting transacting business in Ohio
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(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 action…
Ohio Rev. Code Ann. § 1706.513 Complying name for registration
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(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 wit…
Ohio Rev. Code Ann. § 1706.514 Cancellation of registration with Secretary of State
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(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 f…

Ohio Rev. Code Ann. § 1706.515 Collection of debts without registration prohibited

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(A) No foreign limited liability company, or a series thereof, transacting business in this state, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts unless an effective registration as a limited liabil…

Ohio Rev. Code Ann. § 1706.61 Right of derivative action

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(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 lim…

Ohio Rev. Code Ann. § 1706.611 Member standing for derivative action

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(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…

Ohio Rev. Code Ann. § 1706.612 Written demand requirement

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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 e…

Ohio Rev. Code Ann. § 1706.613 Stay of derivative action

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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 t…

Ohio Rev. Code Ann. § 1706.614 Dismissal of derivative action

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(A)(1) A derivative action in the right of a limited liability company shall be dismissed by the court on motion by the limited liability company if one of the groups specified in division (A)(2) of this section has determined in good faith, after conducting a reasonable inquiry …

Ohio Rev. Code Ann. § 1706.615 Discontinuance or settlement

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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 wi…

Ohio Rev. Code Ann. § 1706.616 Payment of expenses

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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 ac…

Ohio Rev. Code Ann. § 1706.617 Jurisdiction of derivative action proceedings

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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 cove…

Ohio Rev. Code Ann. § 1706.62 Member suit against other members

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(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 …

Ohio Rev. Code Ann. § 1706.71 Merger authority, conditions, and conversion of ownership interests

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(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 aut…

Ohio Rev. Code Ann. § 1706.711 Merger approval, amendment, or abandonment

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(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 s…

Ohio Rev. Code Ann. § 1706.712 Merger certificate and effective date

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(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 c…

Ohio Rev. Code Ann. § 1706.713 Merger effect

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(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, …

Ohio Rev. Code Ann. § 1706.72 Conversion to or from LLC form

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(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 …

Ohio Rev. Code Ann. § 1706.721 Conversion approval, amendment, or abandonment

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(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 …

Ohio Rev. Code Ann. § 1706.722 Conversion certificate and effective date

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(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 …

Ohio Rev. Code Ann. § 1706.723 Conversion effect

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(A) When a conversion takes effect, all of the following apply: (1) All property owned by the converting entity, or series thereof, remains vested in the converted entity. (2) All debts, obligations, or other liabilities of the converting entity, or series thereof, continue as de…

Ohio Rev. Code Ann. § 1706.73 Merger or conversion consent if personal liability will attach

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(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, unles…

Ohio Rev. Code Ann. § 1706.74 Merger or conversion under other law

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Sections 1706.71 to 1706.74 of the Revised Code do not preclude an entity from being merged or converted under law other than this chapter.

Ohio Rev. Code Ann. § 1706.76 Separate asset series-designation by operating agreement

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(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 th…

Ohio Rev. Code Ann. § 1706.761 Separate asset series-limited liability statement

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(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 e…

Ohio Rev. Code Ann. § 1706.7610 Separate asset series-responsibility to wind up activities after dissolution

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(A) Subject to division (C) of section 1706.769 of the Revised Code, after dissolution of a series, the remaining members associated with the series, if any, and if none, a person appointed by all holders of the membership interest last assigned by the last person to have been a …

Ohio Rev. Code Ann. § 1706.7611 Separate asset series-disposition of claims after dissolution

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(A) A dissolved series may dispose of any known claims against it by following the procedures described in division (B) of this section, at any time after the effective date of the dissolution of the series. (B) A dissolved series may give notice of the dissolution in a record to…

Ohio Rev. Code Ann. § 1706.7612 Separate asset series-notice of dissolution and limitation of claims

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(A) A dissolved series may publish notice of its dissolution and request that persons with claims against the dissolved series present them in accordance with the notice. (B) The notice authorized by division (A) of this section shall meet all of the following criteria: (1) It sh…

Ohio Rev. Code Ann. § 1706.7613 Separate asset series-distribution of funds upon wind up

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(A) Upon the winding up of a series, payment or adequate provision for payment shall be made to creditors of the series, including, to the extent permitted by law, members who are associated with the series and who are also creditors of the series, in satisfaction of liabilities …

Ohio Rev. Code Ann. § 1706.762 Separate asset series-how assets held

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(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 reasona…

Ohio Rev. Code Ann. § 1706.763 Separate asset series-limited liability statement effective

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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…

Ohio Rev. Code Ann. § 1706.764 Separate asset series-wrongful dissociation from series

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(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 p…

Ohio Rev. Code Ann. § 1706.765 Separate asset series-circumstances causing dissociation from series

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A person is dissociated as a member associated with a series when any of the following occurs: (A) An event stated in the operating agreement as causing the person's dissociation from the series occurs. (B) The person is dissociated as a member of the limited liability company pu…

Ohio Rev. Code Ann. § 1706.766 Separate asset series-effect of dissociation

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(A) A person who has dissociated as a member associated with a series shall have no right to participate in the activities and affairs of that series and is entitled only to receive the distributions to which that member would have been entitled if the member had not dissociated …

Ohio Rev. Code Ann. § 1706.767 Separate asset series-effect of series dissolution

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A series may be dissolved and its activities and affairs may be wound up without causing the dissolution of the limited liability company. The dissolution and winding up of a series does not abate, suspend, or otherwise affect the limitation on liabilities of the series provided …

Ohio Rev. Code Ann. § 1706.768 Separate asset series-events causing series dissolution

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A series is dissolved and its activities and affairs shall be wound up upon the first to occur of the following: (A) The dissolution of the limited liability company under section 1706.47 of the Revised Code; (B) An event or circumstance that the operating agreement states causes…

Ohio Rev. Code Ann. § 1706.769 Separate asset series-activities and proceedings after dissolution

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(A) A dissolved series continues its existence as a series but shall not carry on any activities except as is appropriate to wind up and liquidate its activities and affairs. Appropriate activities include all of the following: (1) Collecting the assets of the series; (2) Disposi…

Ohio Rev. Code Ann. § 1706.81 Effect on federal law

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This chapter modifies, limits, and supersedes the federal "Electronic Signatures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., but does not modify, limit, or supersede 15 U.S.C. 7001(c) or authorize electronic delivery of any of the notices described in 15 U.S.C. …

Ohio Rev. Code Ann. § 1706.82 LLC may act outside the state

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A limited liability company formed and existing under this chapter may conduct its activities and affairs, carry on its operations, and have and exercise the powers granted by this chapter in any state, foreign country, or other jurisdiction.

Ohio Rev. Code Ann. § 1706.83 Chapter applies to all LLCs on and after February 11, 2022

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On and after February 11, 2022, this chapter shall govern all limited liability companies, including every foreign limited liability company that files an application for registration as a foreign limited liability company on or after February 11, 2022, every foreign limited liab…

Ohio Rev. Code Ann. § 1706.84 Application of chapter amendments

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Unless expressly stated to the contrary in this chapter, all amendments of this chapter shall apply to limited liability companies and members and agents whether or not existing as such at the time of the enactment of any such amendment.