Limited Liability Company – General – Ohio
Related Ohio Legal Forms
The practice of engineering in the State of Ohio as a professional association (limited liability company) is controlled statutorily by Chapter 1705 of the OHIO REVISED CODE and by the law applicable to professional associations. Additionally, a professional association organized to engage in the practice of engineering is governed by the rules and regulations of the Ohio State Board of Registration for Professional Engineers and Surveyors.
In Ohio, a limited liability company may be formed for the purpose of carrying on the practice of any profession. However, the authority or responsibility of any agency, board, commission, department, office, or other entity to license, register, and otherwise regulate the professional conduct of individuals or organizations of any kind rendering professional services or to regulate the practice of any profession that is within the jurisdiction of the agency, board, commission, department, office, or other entity is not altered because the entity before the licensing authority is a professional association.
The name of a limited liability company must include the words, “limited liability company,” without abbreviation or shall include one of the following abbreviations: “LLC,” “L.L.C.,” “limited,” “ltd.,” or “ltd”. The name must be distinguishable upon the records in the office of the secretary of state and it must not contain any language that indicates or implies that the limited liability company is connected with a government agency.
A “professional service” is any type of professional service that may be performed only pursuant to a license, certificate, or other legal authorization.
A “professional association” is an association organized for the sole purpose of rendering one of the professional services authorized by statute.
An individual or group of individuals, each of whom is licensed, certificated, or otherwise legally authorized to render within Ohio the same kind of professional service may organize and become a member or members of a professional association.
A professional association may render a particular professional service only through officers, employees, and agents who are themselves duly licensed, certificated, or otherwise legally authorized to render the professional service within Ohio. The term “employee” does not include clerks, bookkeepers, technicians, or other individuals who are not usually and ordinarily considered by custom and practice to be rendering a particular professional service for which a license, certificate, or other legal authorization is required and does not include any other person who performs all of that person’s employment under the direct supervision and control of an officer, agent, or employee who renders a particular professional service to the public on behalf of the professional association.
The formation and practice of a profession by a professional association does not modify any law applicable to the relationship between a person furnishing a professional service and a person receiving that service, including liability arising out of the furnishing of that service.
A professional association may issue its membership interest only to persons who are duly licensed, certificated, or otherwise legally authorized to render within Ohio the same professional service as that for which the association was organized.
A member of a professional association may sell or transfer that member’s interest in the association only to another individual who is duly licensed, certificated, or otherwise legally authorized to render within Ohio the same professional service as that for which the association was organized.
If any provision of Chapter 1785 conflicts with any provision of Chapter 1705, then the provisions of Chapter 1785 take precedence.
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