Member of an LLC: Can I Still Be Held Personally Liable?

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Are you considering forming an LLC (limited liability company)?

An Ohio LLC is formed by filing articles of organization with the Ohio Secretary of State and paying a fee of $125. While the cost to file is very affordable, it’s extremely important that you properly structure (and operate) your LLC. Otherwise, you could open yourself up to issues.

So, can you still be held personally liable after the formation of the LLC?

To answer this question, you must assure that the LLC was correctly formed by following all the rules set out by the state of Ohio. Let’s take a closer look at how to properly structure your business.

LLC Formation

As specified by the state of Ohio, your Articles of Organization must include very specific information. It may also be a wise decision to consult with an Ohio attorney before, during, and after the formation process. A qualified legal professional will be able to help you understand these requirements and gather the necessary information.

Be prepared to provide the following information when forming your LLC:

  1. The name of the limited liability company, which must include one of the following words or abbreviations: “limited liability company,”, “limited,” “LLC,” “L.L.C.,” “ltd.,” or “ltd”.
  2. The effective date of articles of organization (optional). The legal existence of the limited liability company begins upon the filing of the articles of organization or on a later date specified that is not more than ninety days after filing.
  3. The period of existence of the limited liability company (optional). If no period is indicated, the period is perpetual.
  4. The purpose of the limited liability company (optional). A purpose clause may be provided but is not required. As stated in Ohio Revised Code §1705.02, a limited liability company may generally “be formed for any purpose or purposes for which individuals lawfully may associate themselves.”
  5. The name and mailing address of the statutory agent. The registered agent must sign and acknowledge acceptance of the appointment as registered agent of the LLC. The statutory agent must be one of the following: (1) an Ohio resident; (2) an Ohio corporation; or (3) a foreign corporation that is licensed to do business in Ohio. An individual agent may provide a P.O. Box as the agent address, but the agent must certify (by checking the appropriate box) the individual is an Ohio resident.
  6. Articles of organization must be signed by at least one member, manager or other authorized representative of the limited liability company.

Ready to Make your LLC a Reality?

You want to make your business dreams become a reality, but knowing where to begin legally can be tough. Entrepreneurs, artists, and businesspeople in the Columbus area have turned to our firm for many years. From choosing a name to determining your period of existence and official purpose, we can help you navigate the rules governing LLCs in Ohio. We know how to protect you and your personal assets via the formation of an LLC.

For more information on our business law services in the Columbus, Ohio area, please complete our consultation form or call us at 614.488.2270.

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