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Ohio Statutes, Title 17

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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

1,271 sections·Filtered byTitle 17✕

Ohio Rev. Code Ann. § 1706.29 Distributions of limited liability company
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(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 agre…
Ohio Rev. Code Ann. § 1706.30 Direction and oversight of a limited liability company
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(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…
Ohio Rev. Code Ann. § 1706.31 Duties of a member to a limited liability company and other members
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(A) Unless either a written operating agreement for the limited liability company or a written agreement with a member establishes additional fiduciary duties, in the event that there have been designated one or more managers to supervise or manage the activities or affairs of th…
Ohio Rev. Code Ann. § 1706.311 Duties of a manager to a limited liability company and its members
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Showing 251–300 of 1,271

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(A) Unless either a written operating agreement for the limited liability company or a written agreement with a manager establishes additional fiduciary duties or the duties of the manager have been modified, waived, or eliminated as contemplated by section 1706.08 of the Revised…

Ohio Rev. Code Ann. § 1706.32 Indemnification, advancement, reimbursement, and insurance

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A limited liability company, or a series thereof, may indemnify and hold harmless a member or other person, pay in advance or reimburse expenses incurred by a member or other person, and purchase and maintain insurance on behalf of a member or other person.

Ohio Rev. Code Ann. § 1706.33 Right of members and dissociated members to records

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(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 inform…

Ohio Rev. Code Ann. § 1706.331 Reliance on reports and information

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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, o…

Ohio Rev. Code Ann. § 1706.332 Power of personal representative of deceased member

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If a member dies, the deceased member's personal representative or other legal representative may, for purposes of settling the estate, exercise the rights of a current member under section 1706.33 of the Revised Code.

Ohio Rev. Code Ann. § 1706.34 Member's membership interest is personal property and assignable

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The only interest of a member that is assignable is the member's membership interest. A membership interest is personal property.

Ohio Rev. Code Ann. § 1706.341 Assignment of limited liability company interest

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(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 li…

Ohio Rev. Code Ann. § 1706.342 Charging order relating to judgments

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(A) On application to a court of competent jurisdiction by any judgment creditor of a member or assignee, the court may charge the membership interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged and after t…

Ohio Rev. Code Ann. § 1706.41 Wrongful dissociation

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(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)…

Ohio Rev. Code Ann. § 1706.411 Circumstances causing dissociation

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A person is dissociated as a member from a limited liability company in any of the following circumstances: (A) An event stated in the operating agreement as causing the person's dissociation occurs. (B) The person is expelled as a member pursuant to the operating agreement. (C) …

Ohio Rev. Code Ann. § 1706.412 Effect of dissociation

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(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 dissoci…

Ohio Rev. Code Ann. § 1706.46 Cancellation and reinstatement

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(A) Except as otherwise provided in this division, upon reinstatement of a limited liability company's articles or a foreign limited liability company's registration in accordance with section 1706.09 of the Revised Code, the rights and privileges, including all real or personal …

Ohio Rev. Code Ann. § 1706.461 Appeals

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(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 c…

Ohio Rev. Code Ann. § 1706.47 Dissolution

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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 wi…

Ohio Rev. Code Ann. § 1706.471 Effect of dissolution

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(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 i…

Ohio Rev. Code Ann. § 1706.472 Winding up of limited liability company activities

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(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 liab…

Ohio Rev. Code Ann. § 1706.473 Claims against dissolved limited liability company

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(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 c…

Ohio Rev. Code Ann. § 1706.474 Publication of dissolution

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(A) A dissolved limited liability company may publish notice of its dissolution and request that persons with claims against the dissolved limited liability company present them in accordance with the notice. (B) The notice described in division (A) of this section shall meet all…

Ohio Rev. Code Ann. § 1706.475 Winding up payment to creditors and distribution of surplus

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(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…

Ohio Rev. Code Ann. § 1706.51 Foreign limited liability company governing law

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(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, obli…

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 …