Ohio Rev. Code » Chapter 1705
Ohio Revised Code

Ohio Rev. Code § 1705.01 (2026)

[Repealed effective 2/11/2022 by S.B. 276, 133rd General Assembly - See R.C. 1706.83] Limited liability company definitions

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As used in this chapter:

(A) "Business" means every trade, occupation, or profession.

(B) "Contribution" means any cash, property, services rendered, promissory note, or other binding obligation to contribute cash or property or to perform services that a member contributes to a limited liability company in the capacity as a member.

(C) "Conveyance" means every assignment, lease, mortgage, or encumbrance.

(D) "Entity" means any of the following:

(1) A corporation existing under the laws of this state or any other state;

(2) Any of the following organizations existing under the laws of this state, the United States, or any other state:

(a) A business trust or association;

(b) A real estate investment trust;

(c) A common law trust;

(d) An unincorporated business or for profit organization, including a general or limited partnership;

(e) A limited liability company.

(E) "Incompetent" has the same meaning as in section 2111.01 of the Revised Code.

(F) "Knowledge," of a fact, means actual knowledge of that fact and knowledge of other facts that under the circumstances shows bad faith.

(G) "Member" means a person whose name appears on the records of the limited liability company as the owner of a membership interest in that company.

(H) "Membership interest" means a member's share of the profits and losses of a limited liability company and the right to receive distributions from that company.

(I) "Notice" means that the person who claims the benefit of the notice has done one of the following:

(1) Stated the fact to the person entitled to notice;

(2) Delivered through the mail or by other means of communication a written statement of the fact to the person entitled to notice or to a proper person at the place of business or residence of the person entitled to receive a notice.

(J) "Operating agreement" means all of the valid written or oral agreements of the members or, in the case of a limited liability company consisting of one member, a written declaration of that member, as to the affairs of a limited liability company and the conduct of its business.

(K) "Person" means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity.

(L) "Professional association" and "professional service" have the same meanings as in section 1785.01 of the Revised Code.

(M) "State" has the same meaning as in section 1.59 of the Revised Code and additionally includes a foreign country and any province, territory, or other political subdivision of a foreign country.

(N) "Tribunal" means a court or, if provided in the operating agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal.

Last updated May 9, 2024 at 2:49 PM

Notes of Decisions
Cited in 46 cases (10 in the last 5 years), 1957–2025 · leading case: Bunta v. Superior VacuPress, L.L.C., 2022-Ohio-4363, 218 N.E.3d 838.
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Bunta v. Superior VacuPress, L.L.C., 2022-Ohio-4363, 218 N.E.3d 838. · cites it 3× “R.C. 1705.01 was repealed effective January 1, 2022, 2020 Am.”
Stanfield v. on Target Consulting, LLC, 2017-Ohio-8830, 90 N.E.3d 962. · cites it 5× “After reciting the definitions of "member" and "membership interest" found in R.C. 1705.01, the court reasoned that [i]t is well-settled that "[t]he paramount consideration in determining the meaning of a statute is legislative intent.”
McConnell v. Hunt Sports Enter., 725 N.E.2d 1193 (Ohio Ct. App. 10th Dist. 1999). · cites it 2× “R.C. 1705.01(G) states that a member of a limited liability company is a person whose name appears on the records of the company as the owner of a membership interest in that company.”
Holdeman v. Epperson, 857 N.E.2d 583 (Ohio 2006). · cites it 2× “” R.C. 1705.01(G). A “membership interest” is defined as “a member’s share of the profits and losses of a limited liability company and the right to receive distributions from that company.”
435 Elm Invest., L.L.C. v. CBD Invests. Ltd. P'ship I, 2020-Ohio-943. · cites it 3× “” R.C. 1705.01(G). In turn, R.C. 1705.01(H) defines “membership interest” as “a member’s share of the profits or losses of a limited liability company and the right to receive distributions from that company.”
Cleveland Bar Ass'n v. Pearlman, 106 Ohio St. 3d 136 (2005). “R.C. 1705.01(D)(2)(e). It is the ordinary rule that a corporation may not litigate or appear in court represented by nonlawyer corporate officers or agents.”
Premier Therapy, L.L.C v. Childs, 2016-Ohio-7934. “” See R.C. 1705.01 (defining a member of a limited liability company).”
Sobh v. Am. Fam. Ins. Co., 755 F. Supp. 2d 852 (N.D. Ohio 2010). · cites it 2× “while Ohio’s limited liability company statute is found at O.R.C. § 1705.01 et seq. LLCs are a relatively new form of business organization that attempt to provide its members the limited liability protection of a corporation, and tax advantages of an unincorporated entity,…”
Disciplinary Couns. v. Kafele, 108 Ohio St. 3d 283 (2006). “To justify his actions, respondent asserted at oral argument that he was a member of this limited-liability company and that he was therefore able to represent and protect his personal interest in the Bankers Trust case as a lienholder.”
Norfolk S. Ry. Co. v. Jacobs, 549 F. Supp. 2d 990 (N.D. Ohio 2008). · cites it 2× “See Ohio Rev. Code § 1705.01(A). There was an Ohio corporation known as “J-Star Consolidated, Inc.”
Promotion Co. v. Sweeney, 782 N.E.2d 117 (Ohio Ct. App. 7th Dist. 2002). “As aforementioned, appellant points to R.C. 1705.01(A), which states that the corporate name of a domestic corporation shall end with or include the word or abbreviation “company,” “co.”
Kaferle, Exr. v. MKT Holdings, L.L.C., 2018-Ohio-4208. · cites it 2× “{¶15} Kaferle argues that none of Cox’s actions constitute an appearance for purposes of Civ.”
Show all 46 citing cases →
Ohio Rev. Code § 1705.01(A): 2 cases
Norfolk S. Ry. Co. v. Jacobs, 549 F. Supp. 2d 990 (N.D. Ohio 2008). “See Ohio Rev. Code § 1705.01(A). There was an Ohio corporation known as “J-Star Consolidated, Inc.”
Promotion Co. v. Sweeney, 782 N.E.2d 117 (Ohio Ct. App. 7th Dist. 2002). “As aforementioned, appellant points to R.C. 1705.01(A), which states that the corporate name of a domestic corporation shall end with or include the word or abbreviation “company,” “co.”
Ohio Rev. Code § 1705.01(B): 1 case
Jariwala v. Patel, 2023-Ohio-950, 211 N.E.3d 279.
Ohio Rev. Code § 1705.01(D): 1 case
Stewart v. Depth Constr., 2013-Ohio-3517.
Ohio Rev. Code § 1705.01(D)(2)(e): 7 cases
Cleveland Bar Ass'n v. Pearlman, 106 Ohio St. 3d 136 (2005). “R.C. 1705.01(D)(2)(e). It is the ordinary rule that a corporation may not litigate or appear in court represented by nonlawyer corporate officers or agents.”
Disciplinary Couns. v. Kafele, 108 Ohio St. 3d 283 (2006). “To justify his actions, respondent asserted at oral argument that he was a member of this limited-liability company and that he was therefore able to represent and protect his personal interest in the Bankers Trust case as a lienholder.”
Kaferle, Exr. v. MKT Holdings, L.L.C., 2018-Ohio-4208. “{¶15} Kaferle argues that none of Cox’s actions constitute an appearance for purposes of Civ.”
Ohio State Bar Ass'n v. Ross., 2018-Ohio-4247, 114 N.E.3d 179.
Riesterer v. Porter, 2022-Ohio-1698.
Ohio Rev. Code § 1705.01(G): 12 cases
Stanfield v. on Target Consulting, LLC, 2017-Ohio-8830, 90 N.E.3d 962. “After reciting the definitions of "member" and "membership interest" found in R.C. 1705.01, the court reasoned that [i]t is well-settled that "[t]he paramount consideration in determining the meaning of a statute is legislative intent.”
McConnell v. Hunt Sports Enter., 725 N.E.2d 1193 (Ohio Ct. App. 10th Dist. 1999). “R.C. 1705.01(G) states that a member of a limited liability company is a person whose name appears on the records of the company as the owner of a membership interest in that company.”
435 Elm Invest., L.L.C. v. CBD Invests. Ltd. P'ship I, 2020-Ohio-943. “” R.C. 1705.01(G). In turn, R.C. 1705.01(H) defines “membership interest” as “a member’s share of the profits or losses of a limited liability company and the right to receive distributions from that company.”
Holdeman v. Epperson, 857 N.E.2d 583 (Ohio 2006). “” R.C. 1705.01(G). A “membership interest” is defined as “a member’s share of the profits and losses of a limited liability company and the right to receive distributions from that company.”
Dart v. Katz, 2021-Ohio-1429.
Ohio Rev. Code § 1705.01(H): 11 cases
Bunta v. Superior VacuPress, L.L.C., 2022-Ohio-4363, 218 N.E.3d 838. “R.C. 1705.01 was repealed effective January 1, 2022, 2020 Am.”
Holdeman v. Epperson, 857 N.E.2d 583 (Ohio 2006). “” R.C. 1705.01(G). A “membership interest” is defined as “a member’s share of the profits and losses of a limited liability company and the right to receive distributions from that company.”
Stanfield v. on Target Consulting, LLC, 2017-Ohio-8830, 90 N.E.3d 962. “After reciting the definitions of "member" and "membership interest" found in R.C. 1705.01, the court reasoned that [i]t is well-settled that "[t]he paramount consideration in determining the meaning of a statute is legislative intent.”
435 Elm Invest., L.L.C. v. CBD Invests. Ltd. P'ship I, 2020-Ohio-943. “” R.C. 1705.01(G). In turn, R.C. 1705.01(H) defines “membership interest” as “a member’s share of the profits or losses of a limited liability company and the right to receive distributions from that company.”
Whittaker v. Groves Venture, LLC (In re Bolon), 538 B.R. 391 (Bankr. S.D. Ohio 2015).
Ohio Rev. Code § 1705.01(J): 5 cases
McConnell v. Hunt Sports Enter., 725 N.E.2d 1193 (Ohio Ct. App. 10th Dist. 1999). “R.C. 1705.01(G) states that a member of a limited liability company is a person whose name appears on the records of the company as the owner of a membership interest in that company.”
Park Place Estates Neighborhood, L.L.C. v. Oyola, 2012-Ohio-908.
Zayicek v. JG3 Holdings, L.L.C., 2021-Ohio-1816, 173 N.E.3d 794.
N. Hill Holdings, L.L.C. v. Concheck, 2019-Ohio-5119.
Owens v. Owens, 2025-Ohio-359, 263 N.E.3d 476.
Ohio Rev. Code § 1705.01(K): 2 cases
Cleveland v. Go Invest Wisely, L.L.C., 2011-Ohio-3410.
Cleveland v. Go Invest Wisely, L.L.C., 2011-Ohio-3242.
Ohio Rev. Code § 1705.01(N): 1 case
Smith v. Towslee, 2024-Ohio-5786.
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