Effective: April 12, 2021
Latest Legislation: Senate Bill 276 - 133rd General Assembly
(A) A person knows a fact when either of the following is met:
(1) The person has actual knowledge of the fact.
(2) The person is deemed to know the fact under law other than this chapter.
(B) A person has notice of a fact when any of the following is met:
(1) The person knows of the fact.
(2) The person receives notification of the fact.
(3) The person has reason to know the fact from all the facts known to the person at the time.
(4) The person is deemed to have notice of the fact under division (D) of this section.
(C) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(D) A person is deemed to have notice of the following:
(1) The matters included in a limited liability company's articles of organization under divisions (A)(1) to (3) of section 1706.16 of the Revised Code, upon the filing of the articles;
(2) A limited liability company's dissolution, ninety days after a certificate of dissolution under section 1706.471 of the Revised Code becomes effective;
(3) A limited liability company's merger or conversion, ninety days after a certificate of merger under section 1706.712 of the Revised Code or certificate of conversion under section 1706.722 of the Revised Code becomes effective.
(E) A member's knowledge, notice, or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice, or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member.
Structure Ohio Revised Code
Title 17 | Corporations-Partnerships
Chapter 1706 | Ohio Revised Limited Liability Company Act
Section 1706.01 | Limited Liability Company Definitions.
Section 1706.02 | The Revised Limited Liability Company Act.
Section 1706.03 | Knowledge and Notification of Facts.
Section 1706.04 | Separate Legal Entity.
Section 1706.05 | Scope of Authority of Limited Liability Company.
Section 1706.06 | Interpretation and Application of Revised Limited Liability Company Act.
Section 1706.061 | Authority of State Law Over Limited Liability Companies.
Section 1706.07 | Naming of Limited Liability Company.
Section 1706.08 | Limited Liability Company Operating Agreements.
Section 1706.081 | Enforcement of Operating Agreements.
Section 1706.082 | Operating Agreement Amendment, Provision of Rights, Obligations.
Section 1706.09 | Legal Agents of Limited Liability Companies.
Section 1706.16 | Articles of Organization.
Section 1706.161 | Amendments to Articles of Organization.
Section 1706.17 | Filed Records of a Limited Liability Company to Be Signed.
Section 1706.171 | Incomplete or Undelivered Records.
Section 1706.172 | Records Requirements.
Section 1706.173 | Certificates of Correction.
Section 1706.174 | Incorrect or Inaccurate Records - Penalty.
Section 1706.18 | Binding of Limited Liability Company.
Section 1706.19 | Statement of Authority, Amendments and Cancellation, Certificate of Dissolution.
Section 1706.20 | Statement of Denial.
Section 1706.26 | Liabilities of Limited Liability Company Members.
Section 1706.27 | Admission as a Member of a Limited Liability Company.
Section 1706.28 | Contributions of Members of a Limited Liability Company.
Section 1706.281 | Obligation to Make a Contribution.
Section 1706.29 | Distributions of Limited Liability Company.
Section 1706.30 | Direction and Oversight of a Limited Liability Company.
Section 1706.31 | Duties of a Member to a Limited Liablity Company and Other Members.
Section 1706.311 | Duties of a Manager to a Limited Liability Company and Its Members.
Section 1706.32 | Indemnification, Advancement, Reimbursement, and Insurance.
Section 1706.33 | Right of Members and Dissociated Members to Records.
Section 1706.331 | Reliance on Reports and Information.
Section 1706.332 | Power of Personal Representative of Deceased Member.
Section 1706.34 | Member's Membership Interest Is Personal Property and Assignable.
Section 1706.341 | Assignment of Limited Liability Company Interest.
Section 1706.342 | Charging Order Relating to Judgments.
Section 1706.41 | Wrongful Dissociation.
Section 1706.411 | Circumstances Causing Dissociation.
Section 1706.412 | Effect of Dissociation.
Section 1706.46 | Cancellation and Reinstatement.
Section 1706.47 | Dissolution.
Section 1706.471 | Effect of Dissolution.
Section 1706.472 | Winding Up of Limited Liability Company Activities.
Section 1706.473 | Claims Against Dissolved Limited Liability Company.
Section 1706.474 | Publication of Dissolution.
Section 1706.475 | Winding Up Payment to Creditors and Distribution of Surplus.
Section 1706.51 | Foreign Limited Liability Company Governing Law.
Section 1706.511 | Foreign Limited Liability Company Registration.
Section 1706.512 | Actions Not Constituting Transacting Business in Ohio.
Section 1706.513 | Complying Name for Registration.
Section 1706.514 | Cancellation of Registration With Secretary of State.
Section 1706.515 | Collection of Debts Without Registration Prohibited.
Section 1706.61 | Right of Derivative Action.
Section 1706.611 | Member Standing for Derivative Action.
Section 1706.612 | Written Demand Requirement.
Section 1706.613 | Stay of Derivative Action.
Section 1706.614 | Dismissal of Derivative Action.
Section 1706.615 | Discontinuance or Settlement.
Section 1706.616 | Payment of Expenses.
Section 1706.617 | Jurisdiction of Derivative Action Proceedings.
Section 1706.62 | Member Suit Against Other Members.
Section 1706.71 | Merger Authority, Conditions, and Conversion of Ownership Interests.
Section 1706.711 | Merger Approval, Amendment, or Abandonment.
Section 1706.712 | Merger Certificate and Effective Date.
Section 1706.713 | Merger Effect.
Section 1706.72 | Conversion to or From Llc Form.
Section 1706.721 | Conversion Approval, Amendment, or Abandonment.
Section 1706.722 | Conversion Certificate and Effective Date.
Section 1706.723 | Conversion Effect.
Section 1706.73 | Merger or Conversion Consent if Personal Liability Will Attach.
Section 1706.74 | Merger or Conversion Under Other Law.
Section 1706.76 | Separate Asset Series-Designation by Operating Agreement.
Section 1706.761 | Separate Asset Series-Limited Liability Statement.
Section 1706.762 | Separate Asset Series-How Assets Held.
Section 1706.763 | Separate Asset Series-Limited Liability Statement Effective.
Section 1706.764 | Separate Asset Series-Wrongful Dissociation From Series.
Section 1706.765 | Separate Asset Series-Circumstances Causing Dissociation From Series.
Section 1706.766 | Separate Asset Series-Effect of Dissociation.
Section 1706.767 | Separate Asset Series-Effect of Series Dissolution.
Section 1706.768 | Separate Asset Series-Events Causing Series Dissolution.
Section 1706.769 | Separate Asset Series-Activities and Proceedings After Dissolution.
Section 1706.7610 | Separate Asset Series-Responsibility to Wind Up Activities After Dissolution.
Section 1706.7611 | Separate Asset Series-Disposition of Claims After Dissolution.
Section 1706.7612 | Separate Asset Series-Notice of Dissolution and Limitation of Claims.
Section 1706.7613 | Separate Asset Series-Distribution of Funds Upon Wind Up.
Section 1706.81 | Effect on Federal Law.
Section 1706.82 | Llc May Act Outside the State.
Section 1706.83 | Chapter Applies to All Llcs on and After February 11, 2022.