§ 1706.01 Limited liability company definitions
§ 1706.02 The Revised Limited Liability Company Act
§ 1706.03 Knowledge and notification of facts
§ 1706.04 Separate legal entity
§ 1706.05 Scope of authority of limited liability company
§ 1706.06 Interpretation and application of Revised Limited Liability Company Act
§ 1706.061 Authority of state law over limited liability companies
§ 1706.07 Naming of limited liability company
§ 1706.08 Limited liability company operating agreements
§ 1706.081 Enforcement of operating agreements
§ 1706.082 Operating agreement amendment, provision of rights, obligations
§ 1706.09 Legal agents of limited liability companies
§ 1706.16 Articles of organization
§ 1706.161 Amendments to articles of organization
§ 1706.17 Filed records of a limited liability company to be signed
§ 1706.171 Incomplete or undelivered records
§ 1706.172 Records requirements
§ 1706.173 Certificates of correction
§ 1706.174 Incorrect or inaccurate records – penalty
§ 1706.175 Certificate of full force and effect; foreign limited liability company certificate of registration
§ 1706.18 Binding of limited liability company
§ 1706.19 Statement of authority, amendments and cancellation, certificate of dissolution
§ 1706.20 Statement of denial
§ 1706.26 Liabilities of limited liability company members
§ 1706.27 Admission as a member of a limited liability company
§ 1706.28 Contributions of members of a limited liability company
§ 1706.281 Obligation to make a contribution
§ 1706.29 Distributions of limited liability company
§ 1706.30 Direction and oversight of a limited liability company
§ 1706.31 Duties of a member to a limited liablity company and other members
§ 1706.311 Duties of a manager to a limited liability company and its members
§ 1706.32 Indemnification, advancement, reimbursement, and insurance
§ 1706.33 Right of members and dissociated members to records
§ 1706.331 Reliance on reports and information
§ 1706.332 Power of personal representative of deceased member
§ 1706.34 Member’s membership interest is personal property and assignable
§ 1706.341 Assignment of limited liability company interest
§ 1706.342 Charging order relating to judgments
§ 1706.41 Wrongful dissociation
§ 1706.411 Circumstances causing dissociation
§ 1706.412 Effect of dissociation
§ 1706.46 Cancellation and reinstatement
§ 1706.461 Appeals
§ 1706.47 Dissolution
§ 1706.471 Effect of dissolution
§ 1706.472 Winding up of limited liability company activities
§ 1706.473 Claims against dissolved limited liability company
§ 1706.474 Publication of dissolution
§ 1706.475 Winding up payment to creditors and distribution of surplus
§ 1706.51 Foreign limited liability company governing law
§ 1706.511 Foreign limited liability company registration
§ 1706.512 Actions not constituting transacting business in Ohio
§ 1706.513 Complying name for registration
§ 1706.514 Cancellation of registration with Secretary of State
§ 1706.515 Collection of debts without registration prohibited
§ 1706.61 Right of derivative action
§ 1706.611 Member standing for derivative action
§ 1706.612 Written demand requirement
§ 1706.613 Stay of derivative action
§ 1706.614 Dismissal of derivative action
§ 1706.615 Discontinuance or settlement
§ 1706.616 Payment of expenses
§ 1706.617 Jurisdiction of derivative action proceedings
§ 1706.62 Member suit against other members
§ 1706.71 Merger authority, conditions, and conversion of ownership interests
§ 1706.711 Merger approval, amendment, or abandonment
§ 1706.712 Merger certificate and effective date
§ 1706.713 Merger effect
§ 1706.72 Conversion to or from LLC form
§ 1706.721 Conversion approval, amendment, or abandonment
§ 1706.722 Conversion certificate and effective date
§ 1706.723 Conversion effect
§ 1706.73 Merger or conversion consent if personal liability will attach
§ 1706.74 Merger or conversion under other law
§ 1706.76 Separate asset series-designation by operating agreement
§ 1706.761 Separate asset series-limited liability statement
§ 1706.762 Separate asset series-how assets held
§ 1706.763 Separate asset series-limited liability statement effective
§ 1706.764 Separate asset series-wrongful dissociation from series
§ 1706.765 Separate asset series-circumstances causing dissociation from series
§ 1706.766 Separate asset series-effect of dissociation
§ 1706.767 Separate asset series-effect of series dissolution
§ 1706.768 Separate asset series-events causing series dissolution
§ 1706.769 Separate asset series-activities and proceedings after dissolution
§ 1706.7610 v2 Separate asset series-responsibility to wind up activities after dissolution
§ 1706.7611 Separate asset series-disposition of claims after dissolution
§ 1706.7612 Separate asset series-notice of dissolution and limitation of claims
§ 1706.7613 Separate asset series-distribution of funds upon wind up
§ 1706.81 Effect on federal law
§ 1706.82 LLC may act outside the state
§ 1706.83 Chapter applies to all LLCs on and after February 11, 2022
§ 1706.84 Application of chapter amendments

Terms Used In Ohio Code > Chapter 1706 - Ohio Revised Limited Liability Company Act

  • Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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
  • anything of value: includes :

    (A) Money, bank bills or notes, United States treasury notes, and other bills, bonds, or notes issued by lawful authority and intended to pass and circulate as money;

    (B) Goods and chattels;

    (C) Promissory notes, bills of exchange, orders, drafts, warrants, checks, or bonds given for the payment of money;

    (D) Receipts given for the payment of money or other property;

    (E) Rights in action;

    (F) Things which savor of the realty and are, at the time they are taken, a part of the freehold, whether they are of the substance or produce thereof or affixed thereto, although there may be no interval between the severing and taking away;

    (G) Any interest in realty, including fee simple and partial interests, present and future, contingent or vested interests, beneficial interests, leasehold interests, and any other interest in realty;

    (H) Any promise of future employment;

    (I) Every other thing of value. See Ohio Code 1.03

  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Articles of organization: means the articles of organization described in section 1706. See Ohio Code 1706.01
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
  • Constituent entity: means an entity that is party to a merger. See Ohio Code 1706.01
  • Constituent limited liability company: means a constituent entity that is a limited liability company. See Ohio Code 1706.01
  • Contract: A legal written agreement that becomes binding when signed.
  • Contribution: means anything of value including cash, property, or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a person contributes to a limited liability company, or a series thereof, in the person's capacity as a member. See Ohio Code 1706.01
  • Converted entity: means the entity into which a converting entity converts pursuant to sections 1706. See Ohio Code 1706.01
  • Converting entity: means an entity that converts into a converted entity pursuant to sections 1706. See Ohio Code 1706.01
  • Converting limited liability company: means a converting entity that is a limited liability company. See Ohio Code 1706.01
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
  • Distribution: means a transfer of money or other property from a limited liability company, or a series thereof, to another person on account of a membership interest. See Ohio Code 1706.01
  • Entity: means a general partnership, limited partnership, limited liability partnership, limited liability company, association, corporation, professional corporation, professional association, nonprofit corporation, business trust, real estate investment trust, common law trust, statutory trust, cooperative association, or any similar organization that has a governing statute, in each case, whether foreign or domestic. See Ohio Code 1706.01
  • Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. Source: U.S. Courts
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Fiduciary: A trustee, executor, or administrator.
  • 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

  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Governing statute: means the law that governs an entity's internal affairs. See Ohio Code 1706.01
  • government: includes a country, state, county, or other political subdivision, agency, or instrumentality. See Ohio Code 1706.01
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
  • Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
  • Internet: means the international computer network of both federal and nonfederal interoperable packet switched data networks, including the graphical subnetwork known as the world wide web. See Ohio Code 1.59
  • 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.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Lien: A claim against real or personal property in satisfaction of a debt.
  • Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
  • Manager: means any person designated by the limited liability company or its members with the authority to manage all or part of the activities or affairs of the limited liability company on behalf of the limited liability company, which person has agreed to serve in such capacity, whether such person is designated as a manager, director, officer, or otherwise. 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
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Operating agreement: includes any amendments to the operating agreement. See Ohio Code 1706.01
  • Organizational documents: means any of the following:

    (1) For a general partnership or foreign general partnership, its partnership agreement;

    (2) For a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;

    (3) For a limited liability limited partnership or foreign limited liability limited partnership, its certificate of limited partnership and partnership agreement;

    (4) For a limited liability company or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;

    (5) For a business or statutory trust or foreign business or statutory trust, its trust instrument, or comparable records as provided in its governing statute;

    (6) For a for-profit corporation or foreign for-profit corporation, its articles of incorporation, regulations, and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute;

    (7) For a nonprofit corporation or foreign nonprofit corporation, its articles of incorporation, regulations, and other agreements that are authorized by its governing statute or comparable records as provided in its governing statute;

    (8) For a professional association, its articles of incorporation, regulations, and other agreements among its shareholders that are authorized by its governing statute, or comparable records as provided in its governing statute;

    (9) For any other entity, the basic records that create the entity, determine its internal governance, and determine the relations among the persons that own it, are members of it, or govern it. See Ohio Code 1706.01

  • Organizer: means a person executing the initial articles of organization filed by the secretary of state in accordance with section 1706. See Ohio Code 1706.01
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • 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
  • Personal property: All property that is not real property.
  • Plaintiff: The person who files the complaint in a civil lawsuit.
  • Principal office: means the location specified by a limited liability company, foreign limited liability company, or other entity as its principal office in the last filed record in which the limited liability company, foreign limited liability company, or other entity specified its principal office on the records of the secretary of state. See Ohio Code 1706.01
  • Property: means real and personal property. See Ohio Code 1.59
  • Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • 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
  • Service of process: The service of writs or summonses to the appropriate party.
  • Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
  • 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
  • Statute: A law passed by a legislature.
  • Statute of limitations: A law that sets the time within which parties must take action to enforce their rights.
  • Surviving entity: means an entity into which one or more other entities are merged, whether the entity pre-existed the merger or was created pursuant to the merger. See Ohio Code 1706.01
  • Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
  • Tribunal: means a court or, if provided in the operating agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal. See Ohio Code 1706.01
  • Trustee: A person or institution holding and administering property in trust.
  • United States: includes all the states. See Ohio Code 1.59