Ohio Revised Code Chapter 1705 - Limited Liability Companies

• Section 1705.01 - Limited Liability Company Definitions.
  As used in this chapter: (A) "Business" means every trade, occupation, or profession. (B) "Contribution" means any cash, property, services rendered, promissory note, or...
• Section 1705.02 - Purposes Of Company - Assistance In National Defense.
  A limited liability company may be formed for any purpose or purposes for which individuals lawfully may associate themselves, including for any profit or...
• Section 1705.03 - Authority Of Limited Liability Company.
  (A) A limited liability company may sue and be sued. (B) Unless otherwise provided in its articles of organization, a limited liability company may...
• Section 1705.04 - Articles Of Organization.
  (A) One or more persons, without regard to residence, domicile, or state of organization, may form a limited liability company. The articles of organization...
• Section 1705.05 - Name - Transfer - Reservation.
  (A) The name of a limited liability company shall include the words, "limited liability company," without abbreviation or shall include one of the following...
• Section 1705.06 - Statutory Agent.
  (A) Each limited liability company shall maintain continuously in this state an agent for service of process on the company. The agent shall be...
• Section 1705.07 - Acceptance Of Articles Of Organization And Other Certificates - Filing Not Constructive Notice Of Contents.
  (A) If articles of organization or other certificates relating to a limited liability company are submitted to the secretary of state and the secretary...
• Section 1705.08 - Filing Of Certificate Of Amendment Of Articles.
  (A) The articles of organization of a limited liability company may be amended at any time and for any proper purpose by filing a...
• Section 1705.081 - Effect Of Operating Agreement.
  (A) Except as otherwise provided in division (B) of this section, an operating agreement governs relations among members and between members, any managers, and...
• Section 1705.09 - Contributions.
  (A) The contributions of a member may be made in cash, property, services rendered, a promissory note, or any other binding obligation to contribute...
• Section 1705.10 - Allocating Profits And Losses.
  The profits, losses, income, gains, deductions, credits, or similar items of a limited liability company shall be allocated among the members and classes of...
• Section 1705.11 - Distributions To Members.
  (A) A limited liability company from time to time may distribute cash or other property to its members. Unless otherwise provided in the operating...
• Section 1705.12 - Rights Of Withdrawing Member.
  Upon withdrawal, a member withdrawing from a limited liability company has the right to receive any distribution to which the member is entitled under...
• Section 1705.13 - Distribution In Kind.
  Except as provided in writing in the operating agreement and regardless of the nature of his contribution, a member has no right to demand...
• Section 1705.14 - Person Becomes Member Of Company - Admission Of Additional Members.
  (A) A person becomes a member at the time that a limited liability company is formed or at any later time that is specified...
• Section 1705.15 - Person Ceases To Be Member Of Company.
  Except as approved by the specific written consent of all members at the time, a person ceases to be a member of a limited...
• Section 1705.16 - Withdrawal Of Member From Company.
  (A) Except as provided in division (C) of this section, if the management of a limited liability company is reserved to its members, a...
• Section 1705.161 - Withdrawal Of Member.
  (A) Upon a member's withdrawal from a limited liability company, the member's right to participate in the management and conduct of the limited liability...
• Section 1705.17 - Membership Interest Is Personal Property.
  A membership interest in a limited liability company is personal property. Effective Date: 07-01-1994
• Section 1705.18 - Assignment Of Membership Interest.
  (A) Except as otherwise provided in the operating agreement, a membership interest in a limited liability company is assignable in whole or in part....
• Section 1705.19 - Rights Of Judgment Creditor.
  (A) If any judgment creditor of a member of a limited liability company applies to a court of common pleas to charge the membership...
• Section 1705.20 - Assignee May Become Member.
  (A) An assignee of a membership interest in a limited liability company may become a member if and to the extent that the assignor...
• Section 1705.21 - Legal Representative Of Member.
  (A) Except as otherwise provided in the operating agreement or articles of organization, if a member who is an individual dies or is adjudged...
• Section 1705.22 - Right Of Member To Information.
  (A) (1) Subject to any reasonable standards stated in the operating agreement or otherwise established by the members, each member has the right to...
• Section 1705.23 - Liability For Return Of Unauthorized Distribution Or Payment.
  A member who knowingly receives any distribution or payment made contrary to the articles of organization or the operating agreement of a limited liability...
• Section 1705.24 - Vesting Of Management Authority.
  Unless otherwise provided in writing in the operating agreement, the management of a limited liability company shall be vested in its members in proportion...
• Section 1705.25 - Authority Of Managers.
  (A) If the management of a limited liability company is reserved to its members, all of the following apply: (1) Every member is an...
• Section 1705.26 - Right To Vote On Per Capita Or Other Basis.
  The operating agreement of a limited liability company may grant to all or a specified group of its members the right to vote on...
• Section 1705.27 - Adoption Of Bylaws.
  The members of a limited liability company or, if and to the extent authorized by its members, the managers of a limited liability company...
• Section 1705.28 - Principal Office Shall Keep Certain Records.
  (A) The principal office of a limited liability company need not be in this state. The company shall keep at its principal office all...
• Section 1705.281 - Members Duties To Llc And Other Members.
  (A) The only fiduciary duties a member owes to a limited liability company and the other members are the duty of loyalty and the...
• Section 1705.282 - Duties Of Member Manager.
  (A) A manager of a limited liability company who was appointed in writing and has agreed in writing to serve as a manager and...
• Section 1705.29 - Managers - Powers And Duties.
  (A) If the operating agreement of a limited liability company provides for managers, then the business of the company shall be exercised by or...
• Section 1705.30 - Relying On Information.
  In performing his duties or exercising his authority, a member or manager of a limited liability company is entitled to rely on information, opinions,...
• Section 1705.31 - Contracts Involving Members, Managers, Or Officers.
  (A) Unless otherwise provided in the operating agreement, the following apply: (1) No contract, action, or transaction is void or voidable with respect to...
• Section 1705.32 - Indemnifying Manager, Officer, Employee, Or Agent.
  (A) A limited liability company may indemnify or agree to indemnify any person who was or is a party, or who is threatened to...
• Section 1705.33 - Usury Laws Not Applicable.
  No domestic or foreign limited liability company and no person acting on its behalf shall interpose the defense or make the claim of usury...
• Section 1705.34 - Holding And Conveyance Of Property.
  Real and personal property owned or purchased by a limited liability company shall be held and owned in the name of the company. Conveyance...
• Section 1705.35 - Execution Of Instruments And Documents.
  Instruments and documents providing for the acquisition, mortgage, or disposition of property of a limited liability company are valid and binding upon the company...
• Section 1705.36 - Merger Or Consolidation Into Domestic Limited Liability Company.
  (A) Pursuant to an agreement of merger, a domestic limited liability company and one or more additional domestic or foreign entities may be merged...
• Section 1705.361 - Conversion Of Another Entity Into Domestic Limited Liability Company.
  (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign...
• Section 1705.37 - Merger Or Consolidation Into Entity Other Than Domestic Limited Liability Company.
  (A) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic limited liability company and one or...
• Section 1705.371 - Conversion Of Domestic Limited Liability Company Into Another Entity.
  (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic limited liability...
• Section 1705.38 - Certificate Of Merger Or Consolidation.
  (A) Upon the adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1705.36 or 1705.37 of the Revised...
• Section 1705.381 - Filing Of Certificate Of Conversion - Effective Date.
  (A) Upon the adoption of a declaration of conversion pursuant to section 1705.361 or 1705.371 of the Revised Code, or at a later time...
• Section 1705.39 - Conditions Following Merger Or Consolidation.
  (A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity, other than the...
• Section 1705.391 - Legal Effect Of Conversion - Action To Set Aside.
  (A) Upon a conversion becoming effective, all of the following apply: (1) The converting entity is continued in the converted entity. (2) The converted...
• Section 1705.40 - Dissenting Members Entitled To Relief.
  Unless otherwise provided in writing in the operating agreement of a constituent domestic limited liability company, the following are entitled to relief as dissenting...
• Section 1705.41 - Dissenting Members - Compliance With Section - Fair Cash Value Of Membership Interest.
  (A) A member of a domestic limited liability company is entitled to relief as a dissenting member as described in section 1705.40 of the...
• Section 1705.42 - Complaint For Relief - Payment Of Fair Cash Value.
  (A) (1) When authorized by division (F) of section 1705.41 of the Revised Code, a dissenting member of a domestic limited liability company may...
• Section 1705.43 - Dissolution Of Company.
  (A) A limited liability company organized under this chapter shall be dissolved upon the occurrence of any of the following events: (1) The expiration...
• Section 1705.44 - Winding Up Of Affairs.
  Except as otherwise provided in the operating agreement, the members of a dissolved limited liability company who have not wrongfully dissolved the company, a...
• Section 1705.45 - Authority Of Persons Winding Up.
  (A) A dissolved limited liability company continues its existence until the winding up of its affairs is completed. In the name of and on...
• Section 1705.46 - Distributing Assets - Paying Claims And Obligations.
  (A) Upon the winding up of a limited liability company and the liquidation of its assets, the assets shall be distributed in the following...
• Section 1705.47 - Dissolution By Tribunal.
  On application by a member of a limited liability company, the tribunal may declare a limited liability company dissolved, and the limited liability company's...
• Section 1705.48 - Personal Liability.
  Except as otherwise provided by this chapter or any other provision of the Revised Code, including, but not limited to, sections 3734.908, 5739.33, 5743.57,...
• Section 1705.49 - Member Commencing Action On Behalf Of Company.
  A member of a limited liability company in which the management is not reserved to its members may commence an action on behalf of...
• Section 1705.50 - Plaintiff's Status As Member.
  In a derivative action commenced pursuant to section 1705.49 of the Revised Code, the plaintiff shall be a member at the time of bringing...
• Section 1705.51 - Complaint In Derivative Action.
  In a derivative action commenced pursuant to section 1705.49 of the Revised Code, the complaint shall set forth with particularity the effort of the...
• Section 1705.52 - Dividing Proceeds.
  If a derivative action commenced pursuant to section 1705.49 of the Revised Code is successful in whole or in part or if anything is...
• Section 1705.53 - Laws Governing Foreign Limited Liability Company.
  Subject to any contrary provisions of the Ohio Constitution, the laws of the state under which a foreign limited liability company is organized govern...
• Section 1705.54 - Application For Registration.
  (A) Before transacting business in this state, a foreign limited liability company shall register with the secretary of state. The company shall register by...
• Section 1705.55 - Certificate Of Correction Of Registration Application.
  (A) If any statement in an application for registration as a foreign limited liability company is materially false when made or if any facts...
• Section 1705.56 - Name.
  A foreign limited liability company may register with the secretary of state under any name that could be registered by a domestic limited liability...
• Section 1705.57 - Cancellation Of Registration.
  A foreign limited liability company may cancel its registration to transact business in this state by filing with the secretary of state a certificate...
• Section 1705.58 - Transacting Business In Ohio Without Registration.
  (A) A foreign limited liability company transacting business in this state may not maintain any action or proceeding in any court of this state...
• Section 1705.61 - Persons Performing Services To Company Or Members.
  (A) Absent an express agreement to the contrary, a person providing goods to or performing services for a limited liability company owes no duty...

Last modified: October 10, 2016