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As Introduced
123rd General Assembly
Regular Session
1999-2000 | H. B. No. 312 |
REPRESENTATIVE SALERNO
A BILL
To amend sections 1705.04, 1705.12, and 1705.43 of the Revised
Code to eliminate the requirement that articles of organization
of a limited liability company specify an address for obtaining
copies of the company's operating agreement or company bylaws,
to eliminate certain distribution rights of a member upon withdrawal from the
company and instead to treat the withdrawing member as an assignee
of the member's membership interest in the company, and to
specify that the withdrawal of a member does not dissolve a
limited liability company if certain requirements are satisfied.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 1705.04, 1705.12, and 1705.43 of the
Revised Code be amended to read as follows:
Sec. 1705.04. (A) One or more persons, without regard to
residence, domicile, or state of organization, may form a limited
liability company. The company is
formed when one or more persons or their authorized representative signs and
files with the secretary of
state articles of organization that set forth all of the
following:
(1) The name of the company;
(2) Except as provided in division (B) of this section,
the period of its duration, which may be perpetual;
(3) The address to which interested persons may direct
requests for copies of any operating agreement and any bylaws of
the company;
(4) Any other provisions that are from the operating
agreement or that are not inconsistent with applicable law and
that the members elect to set out in the articles for the
regulation of the affairs of the company.
(B) If the articles of organization or operating agreement do not set
forth the
period of the duration of the limited liability company, its
duration shall be perpetual.
(C) If a limited liability company is formed under this
chapter for the purpose of rendering a professional service,
the kinds of professional services authorized under Chapters
4703. and 4733. of the Revised Code, or a combination of the
professional services of optometrists authorized under Chapter 4725.
of the Revised Code, chiropractors authorized under Chapter 4734. of the
Revised Code,
psychologists authorized under
Chapter 4732. of the Revised Code, registered or licensed
practical nurses authorized under
Chapter 4723. of the Revised Code, pharmacists authorized under Chapter
4729. of the Revised Code, physical therapists authorized
under sections 4755.40 to 4755.53 of the Revised Code, and
doctors
of medicine and surgery, osteopathic medicine and surgery, or
podiatric medicine and surgery authorized under Chapter 4731.
of the Revised Code, the following apply:
(1) Each member, employee, or other agent of the company
who renders a professional service in this state and, if the
management of the company is not reserved to its members, each
manager of the company who renders a professional service in this
state shall be licensed, certificated, or otherwise
legally authorized to render
in this state the same kind of professional service; if
applicable, the kinds of professional services authorized under
Chapters 4703. and 4733. of the Revised Code; or, if applicable,
any of the kinds of professional services of optometrists authorized under
Chapter 4725. of the Revised Code, chiropractors
authorized under Chapter 4734. of the Revised Code,
psychologists authorized under
Chapter 4732. of the Revised Code, registered or licensed
practical nurses authorized under
Chapter 4723. of the Revised Code, pharmacists authorized under Chapter
4729. of the Revised Code, physical therapists authorized
under sections 4755.40 to 4755.53 of the Revised Code, or
doctors of medicine and surgery, osteopathic medicine and surgery, or
podiatric medicine and surgery authorized under Chapter 4731. of the Revised
Code.
(2) Each member, employee, or other agent of the company
who renders a professional service in another state and, if the
management of the company is not reserved to its members, each
manager of the company who renders a professional service in
another state shall be licensed, certificated, or
otherwise legally authorized
to render that professional service in the other state.
(D) Except for the provisions of this chapter pertaining
to the personal liability of members, employees, or other agents
of a limited liability company and, if the management of the
company is not reserved to its members, the personal liability of
managers of the company, this chapter does not restrict, limit,
or otherwise affect the authority or responsibilities of any
agency, board, commission, department, office, or other entity to
license, certificate, register, and otherwise regulate the
professional
conduct of individuals or organizations of any kind rendering
professional services in this state or to regulate the practice
of any profession that is within the jurisdiction of the agency,
board, commission, department, office, or other entity,
notwithstanding that the individual is a member or manager of a
limited liability company and is rendering the professional
services or engaging in the practice of the profession through
the limited liability company or that the organization is a
limited liability company.
(E) No limited liability company formed
for the
purpose of providing a combination of the professional services, as defined in
section 1785.01 of the Revised Code, of optometrists authorized under Chapter 4725.
of the Revised Code, chiropractors authorized under Chapter 4734. of the Revised Code,
psychologists authorized under Chapter 4732. of the Revised Code,
registered
or licensed practical nurses authorized under Chapter 4723. of the Revised Code,
pharmacists authorized under Chapter 4729. of the Revised
Code, physical therapists authorized under sections 4755.40 to
4755.53 of the Revised Code, and
doctors of medicine and surgery, osteopathic medicine and surgery,
or podiatric medicine and surgery authorized under Chapter 4731.
of the Revised Code shall
control the
professional clinical judgment exercised within accepted and prevailing
standards of practice of a licensed, certificated, or otherwise
legally authorized optometrist, chiropractor, psychologist, nurse, pharmacist,
physical therapist, or doctor
of medicine
and
surgery, osteopathic medicine and surgery, or podiatric medicine and surgery
in
rendering care, treatment, or professional advice to an individual
patient.
This division does not prevent a hospital, as defined in section 3727.01
of the Revised
Code, insurer, as defined in section 3999.36
of the Revised
Code, or intermediary organization, as defined
in section 1751.01 of the Revised
Code, from entering into a contract with a
limited liability company described in this division that includes a provision
requiring utilization review, quality assurance, peer review, or other
performance or quality standards. Those activities shall not be construed as
controlling the professional clinical judgment of an individual practitioner
listed in this division.
Sec. 1705.12. Upon withdrawal, a member withdrawing from a limited liability
company has the right to receive any distribution to which he THE
MEMBER is entitled
under the operating agreement and, except as otherwise provided in that
agreement, the right to receive within a reasonable time after withdrawal
the
fair value of his membership interest as of the
date of withdrawal based upon
his right to share in distributions of the company
WITHDRAWING MEMBER SHALL BE TREATED AS IF THE MEMBER WERE
AN ASSIGNEE OF ALL OF THE MEMBER'S MEMBERSHIP INTEREST AS OF THE DATE
OF WITHDRAWAL.
Sec. 1705.43. (A) A limited liability company organized
under this chapter shall be 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
EXCEPT AS PROVIDED IN DIVISION (C) OF THIS SECTION, 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 under
section 1705.47 of the Revised Code.
(B) Following the occurrence of any of the events OF DISSOLUTION
specified in division (A) of this section, the limited liability
company shall deliver to the secretary of state for filing 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.
(C) IF THE COMPANY WAS FORMED ON OR
AFTER THE EFFECTIVE DATE OF THIS AMENDMENT, OR THE COMPANY WAS
FORMED PRIOR TO THE EFFECTIVE DATE OF THIS AMENDMENT AND ITS
ARTICLES OR OPERATING AGREEMENT ARE AMENDED TO SPECIFICALLY
STATE THAT THIS DIVISION APPLIES TO THE COMPANY, THE WITHDRAWAL
OF A MEMBER OF THE COMPANY SHALL NOT CAUSE THE DISSOLUTION OF THE
COMPANY EXCEPT AS MAY BE PROVIDED IN THE OPERATING AGREEMENT.
Section 2. That existing sections 1705.04, 1704.12, and 1705.43 of the Revised
Code are hereby repealed.
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