Ohio Code 1706.27 – Admission as a member of a limited liability company
(A) In connection with the formation of a limited liability company, a person is admitted as a member of the limited liability company upon the occurrence of either of the following:
Terms Used In Ohio Code 1706.27
- Articles of organization: means the articles of organization described in section 1706. See Ohio Code 1706.01
- Contribution: means anything of value including cash, property, or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a person contributes to a limited liability company, or a series thereof, in the person's capacity as a member. See Ohio Code 1706.01
- Member: means a person that has been admitted as a member of a limited liability company under section 1706. See Ohio Code 1706.01
- Membership interest: means a member's right to receive distributions from a limited liability company or series thereof. See Ohio Code 1706.01
- Operating agreement: includes any amendments to the operating agreement. See Ohio Code 1706.01
- Organizer: means a person executing the initial articles of organization filed by the secretary of state in accordance with section 1706. See Ohio Code 1706.01
- Person: means an individual, entity, trust, estate, government, custodian, nominee, trustee, personal representative, fiduciary, or any other individual, entity, or series thereof in its own or any representative capacity, in each case, whether foreign or domestic. See Ohio Code 1706.01
(1) If the organizer was authorized by one or more persons intending to be members of the limited liability company to file the articles of organization on their behalf, the formation of the limited liability company;
(2) If the organizer was not authorized by any other person intending to be members of the limited liability company, each organizer shall have the authority of a member of the limited liability company upon the formation of the limited liability company until the admission of the initial member of the limited liability company.
(B) After formation of a limited liability company, a person may be admitted as a member of the limited liability company in any of the following manners:
(1) As provided in the operating agreement;
(2) As the result of a transaction effective under sections 1706.71 to 1706.74 of the Revised Code;
(3) With the consent of all the members or in the case of a limited liability company having only one member, the consent of the member;
(4) If, within ninety consecutive days after the occurrence of the dissociation of the last remaining member, both of the following occur:
(a) All holders of the membership interest last assigned by the last person to have been a member consent to the designation of a person to be admitted as a member;
(b) The designated person consents to be admitted as a member effective as of the date the last person to have been a member ceased to be a member.
(C) A person may be admitted as a member without acquiring a membership interest and without making or being obligated to make a contribution to the limited liability company. A person may be admitted as the sole member without acquiring a membership interest and without making or being obligated to make a contribution to the limited liability company.