Ohio Code 1706.171 – Incomplete or undelivered records
(A) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing under this chapter does not do so, any other person that is aggrieved by that failure to sign may petition the appropriate court to order any of the following:
Terms Used In Ohio Code 1706.171
- Foreign limited liability company: means an entity that is all of the following:
(1) An unincorporated association;
(2) Organized under the laws of a state other than this state or under the laws of a foreign country;
(3) Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity;
(4) Not required to be registered, qualified, or organized under any statute of this state other than this chapter. See Ohio Code 1706.01
- Person: means an individual, entity, trust, estate, government, custodian, nominee, trustee, personal representative, fiduciary, or any other individual, entity, or series thereof in its own or any representative capacity, in each case, whether foreign or domestic. See Ohio Code 1706.01
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in written or paper form through an automated process. See Ohio Code 1706.01
- Sign: means , with the present intent to authenticate or adopt a record, either of the following:
(1) To execute or adopt a tangible symbol;
(2) To attach to or logically associate with the record an electronic symbol, sound, or process. See Ohio Code 1706.01
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Ohio Code 1706.01
(1) The person to sign the record;
(2) The person to deliver the record to the secretary of state for filing;
(3) The secretary of state to file the record unsigned.
(B) If a petitioner under division (A) of this section is not the limited liability company or foreign limited liability company to whom the record pertains, the petitioner shall make the limited liability company or foreign limited liability company a party to the action. A person aggrieved under division (A) of this section may seek the remedies provided in that division in a separate action against the person required to sign the record or as a part of any other action concerning the limited liability company in which the person required to sign the record is made a party.
(C) A record filed unsigned pursuant to this section is effective without being signed.
(D) A court may award reasonable expenses, including reasonable attorney’s fees, to the prevailing party, in whole or in part, with respect to any claim made under division (A) of this section.