Changes to Ohio House Bill 48 Affects Corporations, Non-Profit Corporations and Limited Liability Companies

June 4, 2012
Legal Updates

Substitute Ohio House Bill 48 ("H.B. 48") adds and modifies a number of laws concerning Ohio corporations, Ohio non-profit corporations and Ohio limited liability companies.  The new laws took effect on May 4, 2012 on a prospective basis.  A summary of the substantive changes effectuated by H.B. 48 is provided below.

Ohio General Corporation Law

Ohio General Corporation Law and Non-Profit Corporation Law

Recording of Corporate Mortgages

Ohio Limited Liability Company Law

Provides that, upon the application of a member to a tribunal, the tribunal may declare a limited liability company to be dissolved.  The limited liability company's business will be wound up if (i) it becomes illegal to continue the company's business (subject to cure upon ninety (90) days' notice), or (ii) a tribunal determines that it would be reasonably impracticable to continue the company's business, whether as a result of the frustration of the company's economic purpose, the actions of another member of the company, or a conflict with the requirements of the company's operating agreement. A tribunal is defined to include a court, or, if provided in the operating agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal.