A Limited Liability Company (LLC) is a separate legal entity that can conduct business just like a corporation with many of the advantages of a partnership. It is taxed as a partnership. Its owners are called members and receive income from the LLC just as a partner would. There is no tax on the LLC entity itself. The members are not personally liable for the debts and obligations of the entity like partners would be. Basically, an LLC combines the tax advantages of a partnership with the limited liability feature of a corporation.
An LLC is formed by filing articles of organization with the secretary of state in the same type manner that articles of incorporation are filed. The articles must contain the name, purpose, duration, registered agent, and principle office of the LLC. The name of the LLC must contain the words Limited Liability Company or LLC. An LLC is a separate legal entity like a corporation.
Management of an LLC is vested in its members. An operating agreement is executed by the members and operates much the same way a partnership agreement operates. Profits and losses are shared according to the terms of the operating agreement. Ohio Operating Agreement for States who have Adopted the Uniform Limited Liability Act and the Revised Uniform Limited Liability Act An Ohio Operating Agreement is a legally binding document that outlines the internal operations, rights, and responsibilities of a limited liability company (LLC) in the state of Ohio. It is particularly relevant for LCS established in states that have adopted the Uniform Limited Liability Company Act (UCLA) or the Revised Uniform Limited Liability Company Act (SULLA). These acts provide a comprehensive legal framework for the governance of LCS. The Ohio Operating Agreement serves as a contract among the LLC's members, establishing rules and regulations governing the company's management and decision-making. It outlines the rights, duties, and liabilities of each member, ensuring clarity and protecting the interests of all involved parties. Key elements covered in an Ohio Operating Agreement may include: 1. Formation and Purpose: This section sets out the LLC's basic information, such as its name, address, purpose, and duration. It may also define the specific business activities the LLC will engage in. 2. Capital Contributions: Here, the agreement specifies the initial investments made by each member, including cash, property, or other assets. It outlines how additional contributions will be handled and whether members can withdraw their capital. 3. Profit and Loss Allocation: The agreement establishes how profits and losses will be shared among members. This may be based on the percentage of each member's capital contribution or another agreed-upon arrangement. 4. Management Structure: This section outlines how the LLC will be managed, whether by all members collectively or by designated managers. It addresses roles, decision-making processes, voting rights, meetings, and any other stipulations related to the management of the company. 5. Transfer of Membership Interests: The agreement details the procedures and restrictions for transferring membership interests, including provisions for approving new members or transferring ownership to existing members. 6. Dissolution: This section addresses the circumstances under which the LLC may be dissolved, such as by unanimous consent of the members, bankruptcy, or other triggering events. It outlines the procedures for winding down the LLC's affairs and distributing assets to the members. In Ohio, there are no specific types of Operating Agreements exclusively for states that have adopted the UCLA or SULLA. The Ohio Operating Agreement generally follows the guidelines and provisions set forth in these acts. However, it is important to note that individual LCS may customize their agreements based on their unique needs and circumstances. The Ohio Operating Agreement provides a solid foundation for the successful functioning of an LLC, ensuring the rights and obligations of all members are clearly defined and protected. It is advisable to consult with legal professionals who specialize in business law to draft and review an Operating Agreement tailored to the specific requirements of the LLC.
Ohio Operating Agreement for States who have Adopted the Uniform Limited Liability Act and the Revised Uniform Limited Liability Act An Ohio Operating Agreement is a legally binding document that outlines the internal operations, rights, and responsibilities of a limited liability company (LLC) in the state of Ohio. It is particularly relevant for LCS established in states that have adopted the Uniform Limited Liability Company Act (UCLA) or the Revised Uniform Limited Liability Company Act (SULLA). These acts provide a comprehensive legal framework for the governance of LCS. The Ohio Operating Agreement serves as a contract among the LLC's members, establishing rules and regulations governing the company's management and decision-making. It outlines the rights, duties, and liabilities of each member, ensuring clarity and protecting the interests of all involved parties. Key elements covered in an Ohio Operating Agreement may include: 1. Formation and Purpose: This section sets out the LLC's basic information, such as its name, address, purpose, and duration. It may also define the specific business activities the LLC will engage in. 2. Capital Contributions: Here, the agreement specifies the initial investments made by each member, including cash, property, or other assets. It outlines how additional contributions will be handled and whether members can withdraw their capital. 3. Profit and Loss Allocation: The agreement establishes how profits and losses will be shared among members. This may be based on the percentage of each member's capital contribution or another agreed-upon arrangement. 4. Management Structure: This section outlines how the LLC will be managed, whether by all members collectively or by designated managers. It addresses roles, decision-making processes, voting rights, meetings, and any other stipulations related to the management of the company. 5. Transfer of Membership Interests: The agreement details the procedures and restrictions for transferring membership interests, including provisions for approving new members or transferring ownership to existing members. 6. Dissolution: This section addresses the circumstances under which the LLC may be dissolved, such as by unanimous consent of the members, bankruptcy, or other triggering events. It outlines the procedures for winding down the LLC's affairs and distributing assets to the members. In Ohio, there are no specific types of Operating Agreements exclusively for states that have adopted the UCLA or SULLA. The Ohio Operating Agreement generally follows the guidelines and provisions set forth in these acts. However, it is important to note that individual LCS may customize their agreements based on their unique needs and circumstances. The Ohio Operating Agreement provides a solid foundation for the successful functioning of an LLC, ensuring the rights and obligations of all members are clearly defined and protected. It is advisable to consult with legal professionals who specialize in business law to draft and review an Operating Agreement tailored to the specific requirements of the LLC.
