Ohio Revised Code
Chapter 1706 | Ohio Revised Limited Liability Company Act
Section 1706.46 | Cancellation and Reinstatement.

Effective: April 12, 2021
Latest Legislation: Senate Bill 276 - 133rd General Assembly
(A) Except as otherwise provided in this division, upon reinstatement of a limited liability company's articles or a foreign limited liability company's registration in accordance with section 1706.09 of the Revised Code, the rights and privileges, including all real or personal property rights and credits and all contract and other rights, of the company existing at the time its articles or registration were canceled shall be fully vested in the company as if its articles or registration had not been canceled, and the company shall again be entitled to exercise the rights and privileges authorized by its articles. The name of a company whose articles have been canceled shall be reserved for a period of one year after the date of cancellation. If the reinstatement is not made within one year after the date of the cancellation of its articles and it appears that a corporate name, limited liability company name, limited liability partnership name, limited partnership name, trade name, or assumed name has been filed, the name of which is not distinguishable upon the record as provided in section 1706.07 of the Revised Code, the secretary of state shall require the applicant for reinstatement, as a condition prerequisite to such reinstatement, to amend its articles or registration by changing its name.
(B) Upon reinstatement in accordance with section 1706.09 of the Revised Code, both of the following apply to the exercise of or an attempt to exercise any rights or privileges, including entering into or performing any contracts, on behalf of the company by an officer, agent, or employee of the company, after cancellation and prior to reinstatement of the articles or registration:
(1) The exercise of or an attempt to exercise any rights or privileges on behalf of the company by the officer, agent, or employee of the company has the same force and effect that the exercise of or an attempt to exercise the right or privilege would have had if the company's articles or registration had not been canceled, if both of the following apply:
(a) The exercise of or an attempt to exercise the right or privilege was within the scope of the company's articles that existed prior to cancellation;
(b) The officer, agent, or employee had no knowledge that the company's articles or registration had been canceled.
(2) The company is liable exclusively for the exercise of or an attempt to exercise any rights or privileges on behalf of the company by an officer, agent, or employee of the company, if the conditions set forth in divisions (B)(1)(a) and (b) of this section are met.
(C) Upon reinstatement of a company's articles or registration in accordance with section 1706.09 of the Revised Code, the exercise of or an attempt to exercise any rights or privileges on behalf of the company by an officer, agent, or employee of the company, after cancellation and prior to reinstatement of the articles or registration, does not constitute a violation of section 1706.09 of the Revised Code, if the conditions set forth in divisions (B)(1)(a) and (b) of this section are met.
(D) This section is remedial in nature and is to be construed liberally to accomplish the purpose of providing full reinstatement of a limited liability company's articles of organization or a foreign limited liability company's registration, in accordance with this section, to the time of the cancellation of the articles or registration.

Structure Ohio Revised Code

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 1706.175 | Certificate of Full Force and Effect; Foreign Limited Liability Company Certificate of Registration.

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 1706.461 | Appeals.

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.

Section 1706.84 | Application of Chapter Amendments.