(A) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following:

Terms Used In Ohio Code 1706.51

  • Another: when used to designate the owner of property which is the subject of an offense, includes not only natural persons but also every other owner of property. See Ohio Code 1.02
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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

  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Member: means a person that has been admitted as a member of a limited liability company under section 1706. 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 organization and internal affairs of the foreign limited liability company;

(2) The liability of a member as a member for the debts, obligations, or other liabilities of the foreign limited liability company or a series thereof;

(3) The authority of the members and agents of a foreign limited liability company or a series thereof;

(4) The liability of the following for the obligations of another series or the foreign limited liability company:

(a) The assets of the foreign limited liability company;

(b) The assets of a series thereof.

(B) A foreign limited liability company’s application for registration as a foreign limited liability company may not be denied by reason of any difference between the laws of the jurisdiction under which the limited liability company is formed and the laws of this state.

(C) A foreign limited liability company, including a foreign limited liability company that has filed a registration as a foreign limited liability company, may not engage in any activities in this state that a limited liability company is forbidden to engage in by the laws of this state.

(D) A foreign limited liability company that has filed a registration as a foreign limited liability company shall in this state:

(1) Have the same but no greater rights than a limited liability company;

(2) Have the same but no greater privileges than a limited liability company;

(3) Except as otherwise provided by this chapter, be subject to the same duties, restrictions, penalties, and liabilities now or later imposed on a limited liability company.