(A) Before transacting business in this state, a foreign limited liability company shall register with the secretary of state. The company shall register by submitting to the secretary of state an application for registration as a foreign limited liability company. The application shall be on a form that is prescribed by the secretary of state, be signed by an authorized representative of the company, and set forth all of the following:
(1) The name of the company and, if different, the name under which it is registered or organized in the state of its organization;
(2) The state in which it was organized and the date of its formation;
(3) The name and address of an agent for service of any process, notice, or demand on the company. The agent shall be one of the following:
(a) A natural person who is a resident of this state ;
(b) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state.
(4) A statement that the secretary of state is appointed the agent of the company for service of any process, notice, or demand on the company if an agent is not appointed as described in division (A)(3) of this section or if an agent is appointed pursuant to that division but the authority of that agent has been revoked or the agent cannot be found or served after the exercise of reasonable diligence;
(5) An address to which interested persons may direct requests for copies of the articles of organization, operating agreement, bylaws, or other charter documents of the company.
(B) Upon receipt of an application for registration as a foreign limited liability company and the filing fee required by law, the secretary of state shall accept the application for filing and shall make a copy of the application for the secretary of state's records by microfilm or by any authorized photostatic or digitized process. Evidence of the filing shall be returned to the company or its representative.
(C) Upon being filed in accordance with division (B) of this section, an application for registration as a foreign limited liability company shall be deemed to be the certificate of registration of the applicant as a foreign limited liability company authorized to transact business in this state.
Amended by 130th General Assembly File No. 62, SB 98, ยง1, eff. 2/18/2014.
Effective Date: 07-29-1998
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