Ohio Code 1706.512 – Actions not constituting transacting business in Ohio
(A) A foreign limited liability company shall not be considered to be transacting business in this state within the meaning of sections 1706.51 to 1706.515 of the Revised Code by reason of its or any one or more of its series’ carrying on in this state any of the following actions:
Terms Used In Ohio Code 1706.512
- Assignment: means a transfer, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, or transfer by operation of law. See Ohio Code 1706.01
- Entity: means a general partnership, limited partnership, limited liability partnership, limited liability company, association, corporation, professional corporation, professional association, nonprofit corporation, business trust, real estate investment trust, common law trust, statutory trust, cooperative association, or any similar organization that has a governing statute, in each case, whether foreign or domestic. See Ohio Code 1706.01
- Foreign limited liability company: means an entity that is all of the following:
(1) An unincorporated association;
(2) Organized under the laws of a state other than this state or under the laws of a foreign country;
(3) Organized under a statute pursuant to which an association may be formed that affords to each of its members limited liability with respect to the liabilities of the entity;
(4) Not required to be registered, qualified, or organized under any statute of this state other than this chapter. See Ohio Code 1706.01
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Member: means a person that has been admitted as a member of a limited liability company under section 1706. See Ohio Code 1706.01
- 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.
- Personal property: All property that is not real property.
- Property: means real and personal property. See Ohio Code 1.59
- Service of process: The service of writs or summonses to the appropriate party.
- State: means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. See Ohio Code 1706.01
(1) Maintaining, defending, or settling in its own behalf any proceeding or dispute;
(2) Holding meetings or carrying on any other activities concerning its internal affairs;
(3) Maintaining accounts in financial institutions;
(4) Maintaining offices or agencies for the assignment, exchange, and registration of the foreign limited liability company’s or its series’ own securities or interests or maintaining trustees or depositories with respect to those securities or interests;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating, as borrower or lender, or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) Securing or collecting debts in its own behalf or enforcing mortgages or other security interests in real or personal property securing those debts, and holding, protecting, and maintaining property so acquired;
(9) Owning real or personal property;
(10) Conducting an isolated transaction that is not one in the course of repeated transactions of a like nature;
(11) Transacting business in interstate commerce.
(B) A foreign limited liability company shall not be considered to be transacting business in this state solely because it or any one or more of its series:
(1) Owns a controlling interest in an entity that is transacting business in this state;
(2) Is a limited partner of a limited partnership or foreign limited partnership that is transacting business in this state;
(3) Is a member of a limited liability company or foreign limited liability company that is transacting business in this state.
(C) This section does not apply in determining the contacts or activities that may subject a foreign limited liability company, or a series thereof, to service of process, taxation, or regulation under laws of this state other than this chapter.
(D) Nothing in this section shall limit or affect the right to subject a foreign limited liability company, or a series thereof, to the jurisdiction of the courts of this state or to serve upon any foreign limited liability company, or series thereof, any process, notice, or demand required or permitted by law to be served upon a foreign limited liability company, or series thereof, pursuant to any other provision of law or pursuant to the applicable rules of civil procedure.