Ohio Revised Limited Liability Company Act | MidpageOhio Revised Limited Liability Company Act
1706.01Limited liability company definitions1706.02The Revised Limited Liability Company Act1706.03Knowledge and notification of facts1706.04Separate legal entity1706.05Scope of authority of limited liability company1706.06Interpretation and application of Revised Limited Liability Company Act1706.061Authority of state law over limited liability companies1706.07Naming of limited liability company1706.08Limited liability company operating agreements1706.081Enforcement of operating agreements1706.082Operating agreement amendment, provision of rights, obligations1706.09Legal agents of limited liability companies1706.16Articles of organization1706.161Amendments to articles of organization1706.17Filed records of a limited liability company to be signed1706.171Incomplete or undelivered records1706.172Records requirements1706.173Certificates of correction1706.174Incorrect or inaccurate records - penalty1706.175Certificate of full force and effect; foreign limited liability company certificate of registration1706.18Binding of limited liability company1706.19Statement of authority, amendments and cancellation, certificate of dissolution1706.20Statement of denial1706.26Liabilities of limited liability company members1706.27Admission as a member of a limited liability company1706.28Contributions of members of a limited liability company1706.281Obligation to make a contribution1706.29Distributions of limited liability company1706.30Direction and oversight of a limited liability company1706.31Duties of a member to a limited liability company and other members1706.311Duties of a manager to a limited liability company and its members1706.32Indemnification, advancement, reimbursement, and insurance1706.33Right of members and dissociated members to records1706.331Reliance on reports and information1706.332Power of personal representative of deceased member1706.34Member's membership interest is personal property and assignable1706.341Assignment of limited liability company interest1706.342Charging order relating to judgments1706.41Wrongful dissociation1706.411Circumstances causing dissociation1706.412Effect of dissociation1706.46Cancellation and reinstatement1706.461Appeals1706.47Dissolution1706.471Effect of dissolution1706.472Winding up of limited liability company activities1706.473Claims against dissolved limited liability company1706.474Publication of dissolution1706.475Winding up payment to creditors and distribution of surplus1706.51Foreign limited liability company governing law1706.511Foreign limited liability company registration1706.512Actions not constituting transacting business in Ohio1706.513Complying name for registration1706.514Cancellation of registration with Secretary of State1706.515Collection of debts without registration prohibited1706.61Right of derivative action1706.611Member standing for derivative action1706.612Written demand requirement1706.613Stay of derivative action1706.614Dismissal of derivative action1706.615Discontinuance or settlement1706.616Payment of expenses1706.617Jurisdiction of derivative action proceedings1706.62Member suit against other members1706.71Merger authority, conditions, and conversion of ownership interests1706.711Merger approval, amendment, or abandonment1706.712Merger certificate and effective date1706.713Merger effect1706.72Conversion to or from LLC form1706.721Conversion approval, amendment, or abandonment1706.722Conversion certificate and effective date1706.723Conversion effect1706.73Merger or conversion consent if personal liability will attach1706.74Merger or conversion under other law1706.76Separate asset series-designation by operating agreement1706.761Separate asset series-limited liability statement1706.762Separate asset series-how assets held1706.763Separate asset series-limited liability statement effective1706.764Separate asset series-wrongful dissociation from series1706.765Separate asset series-circumstances causing dissociation from series1706.766Separate asset series-effect of dissociation1706.767Separate asset series-effect of series dissolution1706.768Separate asset series-events causing series dissolution1706.769Separate asset series-activities and proceedings after dissolution1706.7610Separate asset series-responsibility to wind up activities after dissolution1706.7611Separate asset series-disposition of claims after dissolution1706.7612Separate asset series-notice of dissolution and limitation of claims1706.7613Separate asset series-distribution of funds upon wind up1706.81Effect on federal law1706.82LLC may act outside the state1706.83Chapter applies to all LLCs on and after February 11, 20221706.84Application of chapter amendments