Effective: April 12, 2021
Latest Legislation: Senate Bill 276 - 133rd General Assembly
(A) The articles of organization may be amended at any time.
(B) The articles of organization may be restated with or without amendment at any time.
(C) To amend its articles of organization, a limited liability company shall deliver to the secretary of state for filing, on a form prescribed by the secretary of state, a certificate of amendment containing both of the following information:
(1) The name and registration number of the limited liability company;
(2) The changes the amendment makes to the articles of organization as most recently amended or restated.
(D) Restated articles of organization shall be delivered to the secretary of state for filing in the same manner as an amendment. Restated articles of organization shall be designated as such in the heading and state in the heading or in an introductory paragraph the limited liability company's name and the date of the filing of its articles of organization. Any amendment or change effected in connection with the restatement of the articles of organization shall be subject to any other provision of this chapter, not inconsistent with this section, which would apply if a separate certificate of amendment were filed to effect the amendment or change.
(E) The original articles of organization, as amended or supplemented, shall be superseded by the restated articles of organization. Thereafter, the articles of organization, including any further amendment or changes made thereby, shall be the articles of organization of the limited liability company, but the original effective date of formation shall remain unchanged.
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.