Ohio Code 1706.472 – Winding up of limited liability company activities
(A) Subject to division (C)(5) of section 1706.471 of the Revised Code, after dissolution, the remaining members, if any, and if none, a person appointed by all holders of the membership interest last assigned by the last person to have been a member, may wind up the limited liability company’s activities.
Terms Used In Ohio Code 1706.472
- 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
- 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
- Tribunal: means a court or, if provided in the operating agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal. See Ohio Code 1706.01
(B) The appropriate tribunal may order supervision of the winding up of a dissolved limited liability company, including the appointment of a person to wind up the limited liability company’s activities as follows:
(1) On application of a member, if the applicant establishes good cause;
(2) On application of an assignee, if both of the following apply:
(a) The limited liability company does not have any members;
(b) Within a reasonable time following the dissolution, a person has not been appointed pursuant to division (A) of this section.
(3) In connection with a proceeding under division (E) of section 1706.47 of the Revised Code.