Effective: April 12, 2021
Latest Legislation: Senate Bill 276 - 133rd General Assembly
(A) A person knows a fact when either of the following is met:
(1) The person has actual knowledge of the fact.
(2) The person is deemed to know the fact under law other than this chapter.
(B) A person has notice of a fact when any of the following is met:
(1) The person knows of the fact.
(2) The person receives notification of the fact.
(3) The person has reason to know the fact from all the facts known to the person at the time.
(4) The person is deemed to have notice of the fact under division (D) of this section.
(C) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
(D) A person is deemed to have notice of the following:
(1) The matters included in a limited liability company's articles of organization under divisions (A)(1) to (3) of section 1706.16 of the Revised Code, upon the filing of the articles;
(2) A limited liability company's dissolution, ninety days after a certificate of dissolution under section 1706.471 of the Revised Code becomes effective;
(3) A limited liability company's merger or conversion, ninety days after a certificate of merger under section 1706.712 of the Revised Code or certificate of conversion under section 1706.722 of the Revised Code becomes effective.
(E) A member's knowledge, notice, or receipt of a notification of a fact relating to the limited liability company is not knowledge, notice, or receipt of a notification of a fact by the limited liability company solely by reason of the member's capacity as a member.