Bloomfield Hills, MI asked in Business Law for Ohio

Q: In Ohio, our LLC has no operating agreement, how are votes figured and do you need majority or unanimous?

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2 Lawyer Answers
Joseph Jaap
Joseph Jaap
Answered
  • Cincinnati, OH
  • Licensed in Ohio

A: Until an operating agreement is made, Ohio law governs operation of an LLC. See this link: http://codes.ohio.gov/orc/1705

The members should get together and establish voting and other issues in an operating agreement. If the members cannot agree unanimously on what to do, that is a problem, and the member who does not agree can withdraw from the LLC. Ohio law provides rights for a member who withdraws. Use the Find a Lawyer tab to retain a local OH attorney to review the situation and advise you.

Neil Klingshirn
Neil Klingshirn
PREMIUM
Answered
  • Independence, OH
  • Licensed in Ohio

A: Unless changed by an Operating Agreement, which you don't have, Ohio limited liability companies makes operating decisions by a vote of a majority of their membership interests. Membership interests are the percentage of ownership that each member owns. Here is a link to ORC 1705, Ohio's limited liability law:

http://codes.ohio.gov/orc/1705

This is the ORC section on Operating Agreements:

http://codes.ohio.gov/orc/1705.081v1

How much each member owns, whether or not a person claiming to be a member is a member, and the extent of member rights and obligations are all rich targets for disputes among members of LLCs that do not have an operating agreement. You should consult with a business lawyer and get one right away.

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