Ohio § 1706.46

§ 1706.46.

(A) Except as otherwise provided in this division, upon reinstatement of a limited liability

company's articles or a foreign limited liability company's registration in accordance

with section 1706.09 of the Revised Code , the rights and privileges, including all real or personal property rights and credits

and all contract and other rights, of the company existing at the time its articles

or registration were canceled shall be fully vested in the company as if its articles

or registration had not been canceled, and the company shall again be entitled to

exercise the rights and privileges authorized by its articles.  The name of a company whose articles have been canceled shall be reserved for a

period of one year after the date of cancellation.  If the reinstatement is not made within one year after the date of the cancellation

of its articles and it appears that a corporate name, limited liability company name,

limited liability partnership name, limited partnership name, trade name, or assumed

name has been filed, the name of which is not distinguishable upon the record as provided

in section 1706.07 of the Revised Code , the secretary of state shall require the applicant for reinstatement, as a condition

prerequisite to such reinstatement, to amend its articles or registration by changing

its name. (B) Upon reinstatement in accordance with section 1706.09 of the Revised Code , both of the following apply to the exercise of or an attempt to exercise any rights

or privileges, including entering into or performing any contracts, on behalf of the

company by an officer, agent, or employee of the company, after cancellation and prior

to reinstatement of the articles or registration: (1) The exercise of or an attempt to exercise any rights or privileges on behalf of the

company by the officer, agent, or employee of the company has the same force and effect

that the exercise of or an attempt to exercise the right or privilege would have had

if the company's articles or registration had not been canceled, if both of the following

apply: (a) The exercise of or an attempt to exercise the right or privilege was within the scope

of the company's articles that existed prior to cancellation; (b) The officer, agent, or employee had no knowledge that the company's articles or registration

had been canceled. (2) The company is liable exclusively for the exercise of or an attempt to exercise any

rights or privileges on behalf of the company by an officer, agent, or employee of

the company, if the conditions set forth in divisions (B)(1)(a) and (b) of this section

are met. (C) Upon reinstatement of a company's articles or registration in accordance with section 1706.09 of the Revised Code , the exercise of or an attempt to exercise any rights or privileges on behalf of

the company by an officer, agent, or employee of the company, after cancellation and

prior to reinstatement of the articles or registration, does not constitute a violation

of section 1706.09 of the Revised Code , if the conditions set forth in divisions (B)(1)(a) and (b) of this section are met. (D) This section is remedial in nature and is to be construed liberally to accomplish

the purpose of providing full reinstatement of a limited liability company's articles

of organization or a foreign limited liability company's registration, in accordance

with this section, to the time of the cancellation of the articles or registration.