Ohio Dissolution Package to Dissolve Limited Liability Company LLC
LIMITED LIABILITY COMPANY
VOLUNTARY DISSOLUTION
OHIO
STATUTORY REFERENCE
OHIO REVISED CODE, Title 17, Chapter 1705, §§ 1705.43 through
1705.48
In Ohio a limited liability company may be dissolved either voluntarily
or judicially. THIS FORM PACKAGE ADDRESSES ONLY VOLUNTARY DISSOLUTION.
A limited liability company is dissolved upon the occurrence of any
of the following events:
(1) The expiration of the period, if any, fixed by the operating
agreement or articles of organization for the duration of the company;
(2) One or more events specified in writing in the operating agreement
as causing the dissolution of the company;
(3) The unanimous written agreement of all members to dissolve the
company;
(4) The withdrawal of a member of the company, unless the business
of the company is continued by the consent of all of the remaining members
or under a right to continue the company that is stated in writing in the
operating agreement;
(5) Upon entry of a decree of judicial dissolution.
Following the occurrence of any of the events of dissolution, a
limited liability company must deliver to the Secretary of State a Certificate
of Dissolution on a form that is prescribed by the Secretary of State and
that includes the name of the company and the effective date of its dissolution.
Except as otherwise provided in the operating agreement, the members
of a dissolved limited liability company who have not wrongfully dissolved
the company, a liquidating trustee selected by those members, or, if the
management of the company has not been reserved to its members, its managers
may wind up the affairs of the company.
Upon application of any member of a dissolved limited liability company
or his legal representative or assignee, the court of common pleas may
wind up the affairs of the company or may cause its affairs to be wound
up by a liquidating trustee appointed by the court.
A dissolved limited liability company continues its existence until
the winding up of its affairs is completed. The persons winding up
the company's affairs may, in the name of and on behalf of the company,
do any of the following:
(1) If authorized by the operating agreement, continue the
business of the company in order to maximize its value as a going concern
for eventual sale;
(2) Collect the assets of the company and gradually settle and close
its business;
(3) Dispose of and convey the property of the company that will not
be distributed in kind to its members;
(4) Discharge or make reasonable provision for the liabilities of the
company;
(5) Distribute to the members any remaining assets of the company;
(6) Do every other act necessary to wind up and liquidate the business
and affairs of the company.
Dissolution of a limited liability company does not do any of the
following:
(1) Transfer title to the assets of the company;
(2) Prevent commencement of a proceeding by or against the company
in its name;
(3) Abate or suspend a proceeding pending by or against the company
on the date of dissolution;
(4) Terminate the authority of the statutory agent of the company;
(5) Unless otherwise provided in the operating agreement, terminate
the authority of any manager, officer, or other agent of the company;
(6) Unless the terms of the contract otherwise provide, terminate any
contractual rights or obligations of the company.
Upon the winding up of a limited liability company and the liquidation
of its assets, the assets must be distributed in the following order:
(1) To the extent permitted by law, to members who are creditors
and other creditors in satisfaction of liabilities of the company other
than liabilities for distributions to members;
(2) Except as otherwise provided in the operating agreement, to members
and former members in satisfaction of liabilities for distributions to
members;
(3) Except as otherwise provided in the operating agreement, to members
as follows:
(a) First, for the return of their contributions;
(b) Second, with respect to their membership interests.
A limited liability company that is winding up its affairs and liquidating
its assets must pay or make reasonable provision to pay all claims and
obligations, including all contingent, conditional, or unmatured claims
and obligations that are known to the company and all claims and obligations
that are known to the company.
If there are sufficient assets, all claims and obligations must be paid
in full or any provision to pay them must be for payment in full.Â
If there are insufficient assets, the claims and obligations are to be
paid or provided for according to their priority, and claims and obligations
of equal priority are to be paid ratably to the extent of the assets available
for their payment. Unless otherwise provided in the operating agreement,
any remaining assets are to be distributed as set out above.
Except as otherwise provided by law,
(1) The debts, obligations, and liabilities of a limited liability
company, whether arising in contract, tort, or otherwise, are solely the
debts, obligations, and liabilities of the limited liability company.
(2) Neither the members of the limited liability company nor any managers
of the limited liability company are personally liable to satisfy any judgment,
decree, or order of a court for, or are personally liable to satisfy in
any other manner, a debt, obligation, or liability of the company solely
by reason of being a member or manager of the limited liability company.
(3) The personal liability of a member of a limited liability company
or any manager of a limited liability company for the member's or manager's
own actions or omissions is not affected.
(4) The statutory provisions not affect any statutory or common law
of Ohio or another state that pertains to the relationship between an individual
who renders a professional service and a recipient of that service, including,
but not limited to, any contract or tort liability arising out of acts
or omissions committed or omitted during the course of rendering the professional
service.
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