Ohio: Revisions Made to General Corporation Law and Limited Liability Companies

Effective July 6, 2016, the Ohio Revised Code underwent some changes thanks to Senate Bill 181which passed both the senate and house with flying colors. The intent of the bill is to improve Ohio’s corporate law and eliminate ambiguities by defining the responsibilities of corporate officers. The changes specifically impact sections of both “Chapter 1701: General Corporations Law” and “Chapter 1705: Limited Liability Companies,” and include amendments to existing laws as well as new laws. Below are the sections to note, along with links to each:

Chapter 1701: General Corporations Law

  • 1701.56: Number and qualifications of directors – provisional directors (amended)
  • 1701.64: Officers – authority and removal (amended)
  • 1701.641: Fiduciary duties of officers (enacted)

Chapter 1705: Limited Liability Companies

  • 1705.081: Effect of operating agreement (amended)
  • 1705.161: Withdrawal of member (amended)
  • 1705.281: Members duties to LLC and other members (amended)
  • 1705.30: Relying on Information (amended)
  • 1705.48: Personal liability (amended)
  • 1705.031: Contracts involving members, managers, or officers (enacted)
  • 1705.291: Officers (enacted)
  • 1705.292: Fiduciary duties of officers (enacted)

To read the bill in its entirety, click here.

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