Ohio Code 1705.01 – [Repealed Effective 2/11/2022 – See R.C. 1706.83] Limited liability company definitions
As used in this chapter:
Terms Used In Ohio Code 1705.01
- Business: means every trade, occupation, or profession. See Ohio Code 1705.01
- Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Entity: means any of the following:
(1) A corporation existing under the laws of this state or any other state;
(2) Any of the following organizations existing under the laws of this state, the United States, or any other state:
(a) A business trust or association;
(b) A real estate investment trust;
(c) A common law trust;
(d) An unincorporated business or for profit organization, including a general or limited partnership;
(e) A limited liability company. See Ohio Code 1705.01
- Executor: A male person named in a will to carry out the decedent
- Fiduciary: A trustee, executor, or administrator.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Member: means a person whose name appears on the records of the limited liability company as the owner of a membership interest in that company. See Ohio Code 1705.01
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- Notice: means that the person who claims the benefit of the notice has done one of the following:
(1) Stated the fact to the person entitled to notice;
(2) Delivered through the mail or by other means of communication a written statement of the fact to the person entitled to notice or to a proper person at the place of business or residence of the person entitled to receive a notice. See Ohio Code 1705.01
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity. See Ohio Code 1705.01
- Property: means real and personal property. See Ohio Code 1.59
- state: means the state of Ohio. See Ohio Code 1.59
- Tribunal: means a court or, if provided in the operating agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal. See Ohio Code 1705.01
- Trustee: A person or institution holding and administering property in trust.
- United States: includes all the states. See Ohio Code 1.59
(A) “Business” means every trade, occupation, or profession.
(B) “Contribution” means any cash, property, services rendered, promissory note, or other binding obligation to contribute cash or property or to perform services that a member contributes to a limited liability company in the capacity as a member.
(C) “Conveyance” means every assignment, lease, mortgage, or encumbrance.
(D) “Entity” means any of the following:
(1) A corporation existing under the laws of this state or any other state;
(2) Any of the following organizations existing under the laws of this state, the United States, or any other state:
(a) A business trust or association;
(b) A real estate investment trust;
(c) A common law trust;
(d) An unincorporated business or for profit organization, including a general or limited partnership;
(e) A limited liability company.
(E) “Incompetent” has the same meaning as in section 2111.01 of the Revised Code.
(F) “Knowledge,” of a fact, means actual knowledge of that fact and knowledge of other facts that under the circumstances shows bad faith.
(G) “Member” means a person whose name appears on the records of the limited liability company as the owner of a membership interest in that company.
(H) “Membership interest” means a member’s share of the profits and losses of a limited liability company and the right to receive distributions from that company.
(I) “Notice” means that the person who claims the benefit of the notice has done one of the following:
(1) Stated the fact to the person entitled to notice;
(2) Delivered through the mail or by other means of communication a written statement of the fact to the person entitled to notice or to a proper person at the place of business or residence of the person entitled to receive a notice.
(J) “Operating agreement” means all of the valid written or oral agreements of the members or, in the case of a limited liability company consisting of one member, a written declaration of that member, as to the affairs of a limited liability company and the conduct of its business.
(K) “Person” means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity.
(L) “Professional association” and “professional service” have the same meanings as in section 1785.01 of the Revised Code.
(M) “State” has the same meaning as in section 1.59 of the Revised Code and additionally includes a foreign country and any province, territory, or other political subdivision of a foreign country.
(N) “Tribunal” means a court or, if provided in the operating agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal.
Last updated August 30, 2021 at 11:31 AM