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OH HB48
Bill
Status
5/4/2012
Primary Sponsor
John Eklund
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AI Summary
HB 48 Summary
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Modifies corporation director requirements to allow minimum of one director instead of three, and updates indemnification and advancement of expenses provisions including protections against post-act amendments
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Reforms voluntary dissolution procedures by replacing newspaper publication requirements with certified mail notice to creditors, establishes 5-year period for corporate existence post-dissolution, and creates structured claim rejection and security posting procedures
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Adds dissenting shareholder appraisal rights limitations for shares listed on national securities exchanges in merger, consolidation, and asset sale transactions
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Creates new fiduciary duty framework for limited liability company members limiting duties to loyalty and care, with specific standards for gross negligence, reckless conduct, and intentional misconduct
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Establishes operating agreement restrictions preventing elimination of member duties, duty of loyalty, and good faith obligations while allowing specific authorization of certain conflicted transactions
Legislative Description
To make changes to the law governing corporations including dissenting shareholders, the dissolution of a corporation, rights to indemnification or advancement of expenses, directors' fiduciary duties, and recording of corporate mortgages, to make changes to the law governing limited liability companies including the contents of an operating agreement of a limited liability company, the effect of a member's withdrawal from a limited liability company, the standards of conduct and duties of a member of a limited liability company, and the judicial dissolution of a limited liability company, and to specify the rights of an assignee of a member of a limited liability company.
Corporation law-changes
Last Action
Effective Date
5/4/2012