As Passed by the House 1
123rd General Assembly 4
Regular Session Am. Sub. H. B. No. 312 5
1999-2000 6
REPRESENTATIVES SALERNO-BUCHY-TIBERI-CORE-PERZ-O'BRIEN-OLMAN- 8
DePIERO-AMSTUTZ-WILLAMOWSKI 9
_________________________________________________________________ 10
A B I L L
To amend sections 1705.04, 1705.08, 1705.12, and 12
1705.43 of the Revised Code to eliminate the 13
requirement that articles of organization of a 14
limited liability company specify an address for
obtaining copies of the company's operating 15
agreement or company bylaws and that the articles 16
must be amended if that address is changed, to 17
eliminate certain distribution rights of a member
upon withdrawal from the company and instead to 18
treat the withdrawing member as an assignee of 19
the member's membership interest in the company,
and to specify that the withdrawal of a member 20
does not dissolve a limited liability company if 21
certain requirements are satisfied.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO: 23
Section 1. That sections 1705.04, 1705.08, 1705.12, and 25
1705.43 of the Revised Code be amended to read as follows: 26
Sec. 1705.04. (A) One or more persons, without regard to 35
residence, domicile, or state of organization, may form a limited 36
liability company. The company is formed when one or more 38
persons or their authorized representative signs and files with 39
the secretary of state articles of organization that set forth 40
all of the following: 41
(1) The name of the company; 43
(2) Except as provided in division (B) of this section, 45
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the period of its duration, which may be perpetual; 46
(3) The address to which interested persons may direct 48
requests for copies of any operating agreement and any bylaws of 49
the company; 50
(4) Any other provisions that are from the operating 52
agreement or that are not inconsistent with applicable law and 53
that the members elect to set out in the articles for the 54
regulation of the affairs of the company. 55
(B) If the articles of organization or operating agreement 57
do not set forth the period of the duration of the limited 59
liability company, its duration shall be perpetual. 60
(C) If a limited liability company is formed under this 62
chapter for the purpose of rendering a professional service, the 64
kinds of professional services authorized under Chapters 4703. 65
and 4733. of the Revised Code, or a combination of the
professional services of optometrists authorized under Chapter 66
4725. of the Revised Code, chiropractors authorized under Chapter 67
4734. of the Revised Code, psychologists authorized under Chapter 70
4732. of the Revised Code, registered or licensed practical 71
nurses authorized under Chapter 4723. of the Revised Code, 72
pharmacists authorized under Chapter 4729. of the Revised Code, 73
physical therapists authorized under sections 4755.40 to 4755.53 74
of the Revised Code, mechanotherapists authorized under section 75
4731.151 of the Revised Code, and doctors of medicine and 76
surgery, osteopathic medicine and surgery, or podiatric medicine 77
and surgery authorized under Chapter 4731. of the Revised Code, 78
the following apply:
(1) Each member, employee, or other agent of the company 80
who renders a professional service in this state and, if the 81
management of the company is not reserved to its members, each 82
manager of the company who renders a professional service in this 83
state shall be licensed, certificated, or otherwise legally 85
authorized to render in this state the same kind of professional 86
service; if applicable, the kinds of professional services 87
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authorized under Chapters 4703. and 4733. of the Revised Code; 88
or, if applicable, any of the kinds of professional services of 89
optometrists authorized under Chapter 4725. of the Revised Code, 90
chiropractors authorized under Chapter 4734. of the Revised Code, 91
psychologists authorized under Chapter 4732. of the Revised Code, 93
registered or licensed practical nurses authorized under Chapter 95
4723. of the Revised Code, pharmacists authorized under Chapter
4729. of the Revised Code, physical therapists authorized under 97
sections 4755.40 to 4755.53 of the Revised Code,
mechanotherapists authorized under section 4731.151 of the 98
Revised Code, or doctors of medicine and surgery, osteopathic 99
medicine and surgery, or podiatric medicine and surgery 100
authorized under Chapter 4731. of the Revised Code. 101
(2) Each member, employee, or other agent of the company 103
who renders a professional service in another state and, if the 104
management of the company is not reserved to its members, each 105
manager of the company who renders a professional service in 106
another state shall be licensed, certificated, or otherwise 108
legally authorized to render that professional service in the 109
other state.
(D) Except for the provisions of this chapter pertaining 111
to the personal liability of members, employees, or other agents 112
of a limited liability company and, if the management of the 113
company is not reserved to its members, the personal liability of 114
managers of the company, this chapter does not restrict, limit, 115
or otherwise affect the authority or responsibilities of any 116
agency, board, commission, department, office, or other entity to 117
license, certificate, register, and otherwise regulate the 118
professional conduct of individuals or organizations of any kind 120
rendering professional services in this state or to regulate the 121
practice of any profession that is within the jurisdiction of the 122
agency, board, commission, department, office, or other entity, 123
notwithstanding that the individual is a member or manager of a 124
limited liability company and is rendering the professional 125
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services or engaging in the practice of the profession through 126
the limited liability company or that the organization is a 127
limited liability company. 128
(E) No limited liability company formed for the purpose of 132
providing a combination of the professional services, as defined
in section 1785.01 of the Revised Code, of optometrists 133
authorized under Chapter 4725. of the Revised Code, chiropractors 134
authorized under Chapter 4734. of the Revised Code, psychologists 135
authorized under Chapter 4732. of the Revised Code, registered or 137
licensed practical nurses authorized under Chapter 4723. of the
Revised Code, pharmacists authorized under Chapter 4729. of the 138
Revised Code, physical therapists authorized under sections 139
4755.40 to 4755.53 of the Revised Code, mechanotherapists 140
authorized under section 4731.151 of the Revised Code, and 141
doctors of medicine and surgery, osteopathic medicine and 142
surgery, or podiatric medicine and surgery authorized under 143
Chapter 4731. of the Revised Code shall control the professional 146
clinical judgment exercised within accepted and prevailing
standards of practice of a licensed, certificated, or otherwise 147
legally authorized optometrist, chiropractor, psychologist, 148
nurse, pharmacist, physical therapist, mechanotherapist, or 149
doctor of medicine and surgery, osteopathic medicine and surgery, 152
or podiatric medicine and surgery in rendering care, treatment, 154
or professional advice to an individual patient. 155
This division does not prevent a hospital, as defined in 157
section 3727.01 of the Revised Code, insurer, as defined in 159
section 3999.36 of the Revised Code, or intermediary 161
organization, as defined in section 1751.01 of the Revised Code, 163
from entering into a contract with a limited liability company 164
described in this division that includes a provision requiring 165
utilization review, quality assurance, peer review, or other
performance or quality standards. Those activities shall not be 166
construed as controlling the professional clinical judgment of an 167
individual practitioner listed in this division. 168
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Sec. 1705.08. (A) The articles of organization of a 177
limited liability company may be amended at any time and for any 178
proper purpose by filing a certificate of amendment with the 179
secretary of state. However, a certificate of amendment amending 180
the articles of organization shall be filed within thirty days 181
after the occurrence of any of the following: 182
(1) The name of the limited liability company is changed; 184
(2) The period of the limited liability company's duration 186
is changed; 187
(3) The address to which persons may direct requests for 189
copies of any operating agreements or bylaws of the limited 190
liability company is changed; 191
(4) Any other information that is set forth in the 193
articles of organization is changed. 194
(B) A member of a limited liability company in which the 196
management is reserved to its members, or a manager of a limited 197
liability company in which the management is not reserved to its 198
members, promptly shall file or cause to be filed a certificate 199
of amendment upon discovering that a statement in the articles of 200
organization was materially false when made or that any other 201
information set forth in the articles of organization has changed 202
making the articles materially inaccurate. 203
(C)(1) A certificate of amendment filed pursuant to 205
division (A) or (B) of this section shall be on a form prescribed 206
by the secretary of state and shall set forth all of the 207
following: 208
(a) The name of the limited liability company; 210
(b) The date of the filing of the limited liability 212
company's articles of organization that are being amended; 213
(c) The amendment to the limited liability company's 215
articles of organization. 216
(2) The certificate of amendment shall be executed by a 218
member, manager, or authorized representative of the limited 219
liability company, which person shall also certify that he THE 220
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PERSON is authorized to execute the certificate. 222
(D) The articles of organization of a limited liability 224
company may be restated at any time by filing a restatement of 225
the articles of organization with the secretary of state. The 226
restatement shall be certified by a member, manager, or 227
authorized representative of the limited liability company, which 228
person shall also certify that he THE PERSON is authorized to 229
execute the restatement. 231
Sec. 1705.12. Upon withdrawal, a member withdrawing from a 240
limited liability company has the right to receive any 241
distribution to which he THE MEMBER is entitled under the 243
operating agreement and, except as otherwise provided in that
agreement, the right to receive within a reasonable time after 244
withdrawal the fair value of his membership interest as of the 246
date of withdrawal based upon his right to share in distributions 248
of the company WITHDRAWING MEMBER SHALL BE TREATED AS IF THE 249
MEMBER WERE AN ASSIGNEE OF ALL OF THE MEMBER'S MEMBERSHIP 250
INTEREST AS OF THE DATE OF WITHDRAWAL. 251
Sec. 1705.43. (A) A limited liability company organized 260
under this chapter shall be dissolved upon the occurrence of any 261
of the following events: 262
(1) The expiration of the period, if any, fixed by the 264
operating agreement or articles of organization for the duration 266
of the company;
(2) One or more events specified in writing in the 268
operating agreement as causing the dissolution of the company; 269
(3) The unanimous written agreement of all members to 271
dissolve the company; 272
(4) The EXCEPT AS PROVIDED IN DIVISION (C) OF THIS 275
SECTION, THE withdrawal of a member of the company, unless the 276
business of the company is continued by the consent of all of the 277
remaining members or under a right to continue the company that 278
is stated in writing in the operating agreement; 279
(5) Upon entry of a decree of judicial dissolution under 281
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section 1705.47 of the Revised Code. 282
(B) Following the occurrence of any of the events OF 284
DISSOLUTION specified in division (A) of this section, the 285
limited liability company shall deliver to the secretary of state 286
for filing a certificate of dissolution on a form that is 287
prescribed by the secretary of state and that includes the name 288
of the company and the effective date of its dissolution. 289
(C) IF THE COMPANY WAS FORMED ON OR AFTER THE EFFECTIVE 292
DATE OF THIS AMENDMENT, OR THE COMPANY WAS FORMED PRIOR TO THE 293
EFFECTIVE DATE OF THIS AMENDMENT AND ITS ARTICLES OR OPERATING 294
AGREEMENT ARE AMENDED TO SPECIFICALLY STATE THAT THIS DIVISION 295
APPLIES TO THE COMPANY, THE WITHDRAWAL OF A MEMBER OF THE COMPANY 296
SHALL NOT CAUSE THE DISSOLUTION OF THE COMPANY EXCEPT AS MAY BE 297
PROVIDED IN THE OPERATING AGREEMENT.
Section 2. That existing sections 1705.04, 1705.08, 299
1705.12, and 1705.43 of the Revised Code are hereby repealed. 301