Publisher's Synopsis
A book was revised on January 12, 2020.Table of ContentsChapter 1705: LIMITED LIABILITY COMPANIES81705.01 Limited liability company definitions.81705.02 Purposes of company - assistance in national defense.111705.03 Authority of limited liability company.111705.031 Applicability of sections 1705.01 to 1705.52 and section 1705.61.151705.04 Articles of organization.151705.05 Name - transfer - reservation.201705.06 Statutory agent.231705.07 Acceptance of articles of organization and other certificates - filing not constructive notice of contents.281705.08 Filing of certificate of amendment of articles.291705.081 Effect of operating agreement.311705.09 Contributions.341705.10 Allocating profits and losses.351705.11 Distributions to members.351705.12 Rights of withdrawing member.361705.13 Distribution in kind.361705.14 Person becomes member of company - admission of additional members.371705.15 Person ceases to be member of company.381705.16 Withdrawal of member from company.401705.161 Withdrawal of member.421705.17 Membership interest is personal property.421705.18 Assignment of membership interest.431705.19 Rights of judgment creditor.441705.20 Assignee may become member.451705.21 Legal representative of member.461705.22 Right of member to information.461705.23 Liability for return of unauthorized distribution or payment.491705.24 Vesting of management authority.501705.25 Authority of managers.501705.26 Right to vote on per capita or other basis.521705.27 Adoption of bylaws.521705.28 Principal office shall keep certain records.531705.281 Members duties to LLC and other members.551705.282 Duties of member manager.571705.29 Managers - powers and duties.571705.291 Officers.591705.292 Fiduciary duties of officers.601705.30 Relying on information.621705.31 Contracts involving members, managers, or officers.631705.32 Indemnifying manager, officer, employee, or agent.651705.33 Usury laws not applicable.701705.34 Holding and conveyance of property.711705.35 Execution of instruments and documents.711705.36 Merger or consolidation into domestic limited liability company.721705.361 Conversion of another entity into domestic limited liability company.791705.37 Merger or consolidation into entity other than domestic limited liability company.811705.371 Conversion of domestic limited liability company into another entity.861705.38 Certificate of merger or consolidation.911705.381 Filing of certificate of conversion - effective date.961705.39 Conditions following merger or consolidation.991705.391 Legal effect of conversion - action to set aside.1031705.40 Dissenting members entitled to relief.1061705.41 Dissenting members - compliance with section - fair cash value of membership interest.1071705.42 Complaint for relief - payment of fair cash value.1131705.43 Dissolution of company.1161705.44 Winding up of affairs.1181705.45 Authority of persons winding up.1181705.46 Distributing assets - paying claims and obligations.1201705.47 Dissolution by tribunal.1211705.48 Personal liability.1221705.49 Member commencing action on behalf of company.1241705.50 Plaintiff's status as member.1241705.51 Complaint in derivative action.1251705.52 Dividing proceeds.1251705.53 Laws governing foreign limited liability company.1251705.54 Application for registration.1271705.55 Certificate of correction of registration application.1291705.56 Name.1301705.57 Cancellation of registration.1311705.58 Transacting business in Ohio without registration.1311705.61 Persons performing services to company or members.132
