Limited Liability Company – General – Ohio
Related Ohio Legal Forms
In Ohio a limited liability company may be dissolved either voluntarily or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION.
A limited liability company is dissolved upon the occurrence of any of the following events:
(1) The expiration of the period, if any, fixed by the operating agreement or articles of organization for the duration of the company;
(2) One or more events specified in writing in the operating agreement as causing the dissolution of the company;
(3) The unanimous written agreement of all members to dissolve the company;
(4) The withdrawal of a member of the company, unless the business of the company is continued by the consent of all of the remaining members or under a right to continue the company that is stated in writing in the operating agreement;
(5) Upon entry of a decree of judicial dissolution.
Following the occurrence of any of the events of dissolution, a limited liability company must deliver to the Secretary of State a Certificate of Dissolution on a form that is prescribed by the Secretary of State and that includes the name of the company and the effective date of its dissolution.
Except as otherwise provided in the operating agreement, the members of a dissolved limited liability company who have not wrongfully dissolved the company, a liquidating trustee selected by those members, or, if the management of the company has not been reserved to its members, its managers may wind up the affairs of the company.
Upon application of any member of a dissolved limited liability company or his legal representative or assignee, the court of common pleas may wind up the affairs of the company or may cause its affairs to be wound up by a liquidating trustee appointed by the court.
A dissolved limited liability company continues its existence until the winding up of its affairs is completed. The persons winding up the company’s affairs may, in the name of and on behalf of the company, do any of the following:
(1) If authorized by the operating agreement, continue the business of the company in order to maximize its value as a going concern for eventual sale;
(2) Collect the assets of the company and gradually settle and close its business;
(3) Dispose of and convey the property of the company that will not be distributed in kind to its members;
(4) Discharge or make reasonable provision for the liabilities of the company;
(5) Distribute to the members any remaining assets of the company;
(6) Do every other act necessary to wind up and liquidate the business and affairs of the company.
Dissolution of a limited liability company does not do any of the following:
(1) Transfer title to the assets of the company;
(2) Event commencement of a proceeding by or against the company in its name;
(3) Abate or suspend a proceeding pending by or against the company on the date of dissolution;
(4) Terminate the authority of the statutory agent of the company;
(5) Unless otherwise provided in the operating agreement, terminate the authority of any manager, officer, or other agent of the company;
(6) Unless the terms of the contract otherwise provide, terminate any contractual rights or obligations of the company.
Upon the winding up of a limited liability company and the liquidation of its assets, the assets must be distributed in the following order:
(1) To the extent permitted by law, to members who are creditors and other creditors in satisfaction of liabilities of the company other than liabilities for distributions to members;
(2) Except as otherwise provided in the operating agreement, to members and former members in satisfaction of liabilities for distributions to members;
(3) Except as otherwise provided in the operating agreement, to members as follows:
(a) First, for the return of their contributions;
(b) Second, with respect to their membership interests.
A limited liability company that is winding up its affairs and liquidating its assets must pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations that are known to the company and all claims and obligations that are known to the company.
If there are sufficient assets, all claims and obligations must be paid in full or any provision to pay them must be for payment in full. If there are insufficient assets, the claims and obligations are to be paid or provided for according to their priority, and claims and obligations of equal priority are to be paid ratably to the extent of the assets available for their payment. Unless otherwise provided in the operating agreement, any remaining assets are to be distributed as set out above.
Except as otherwise provided by law.
(1) The debts, obligations, and liabilities of a limited liability company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the limited liability company.
(2) Neither the members of the limited liability company nor any managers of the limited liability company are personally liable to satisfy any judgment, decree, or order of a court for, or are personally liable to satisfy in any other manner, a debt, obligation, or liability of the company solely by reason of being a member or manager of the limited liability company.
(3) The personal liability of a member of a limited liability company or any manager of a limited liability company for the member’s or manager’s own actions or omissions is not affected.
(4) The statutory provisions not affect any statutory or common law of Ohio or another state that pertains to the relationship between an individual who renders a professional service and a recipient of that service, including, but not limited to, any contract or tort liability arising out of acts or omissions committed or omitted during the course of rendering the professional service.
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