Ohio Code 1706.611 – Member standing for derivative action
(A) A member may commence or maintain a derivative action in the right of the limited liability company only if the member meets both of the following conditions:
Terms Used In Ohio Code 1706.611
- Assignment: means a transfer, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. See Ohio Code 1706.01
- Member: means a person that has been admitted as a member of a limited liability company under section 1706. See Ohio Code 1706.01
- Membership interest: means a member's right to receive distributions from a limited liability company or series thereof. 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
(1) The member fairly and adequately represents the interests of the limited liability company in enforcing the right of the limited liability company.
(2) The member either:
(a) Was a member of the limited liability company at the time of the act or omission of which the member complains;
(b) Acquired a membership interest through assignment by operation of law from a person who was a member at the time of the act or omission of which the member complains.
(B) A member associated with a series of a limited liability company may commence or maintain a derivative action in the right of the series only if the member meets both of the following conditions:
(1) The member fairly and adequately represents the interests of the series in enforcing the right of the series.
(2) The member either:
(a) Was associated with the series at the time of the act or omission of which the member complains;
(b) Acquired a membership interest through assignment by operation of law from a person who was a member associated with the series at the time of the act or omission of which the member complains.