Ohio § 1706.515

§ 1706.515.

(A) No foreign limited liability company, or a series thereof, transacting business in

this state, nor anyone on its behalf, shall be permitted to maintain a proceeding

in any court in this state for the collection of its debts unless an effective registration

as a limited liability company for the foreign limited liability company is on file

in the records of the secretary of state. (B) A court may stay a proceeding commenced by a foreign limited liability company, or

series thereof, until it determines whether the foreign limited liability company

should have a registration as a limited liability company on file in the records of

the secretary of state.  If the court determines that the foreign limited liability company should have a

registration as a limited liability company on file in the records of the secretary

of state, the court may further stay the proceeding until there is an effective registration

as a limited liability company on file in the records of the secretary of state with

respect to the foreign limited liability company.  If a court determines that a foreign limited liability company should have a registration

as a limited liability company on file in the records of the secretary of state, and

the foreign limited liability company subsequently delivers for filing to the secretary

of state a registration as a limited liability company, no proceeding in any court

in this state to which the foreign limited liability company, or a series thereof,

is a party shall, after the effective date of the registration as a foreign limited

liability company, be dismissed by reason of the foreign limited liability company's

prior noncompliance with section 1706.511 of the Revised Code . (C) If a foreign limited liability company, or a series thereof, conducts activities

in this state without having on file in the records of the secretary of state a registration

as a foreign limited liability company, the foreign limited liability company shall

be liable to this state for an amount equal to the fee as prescribed by the secretary

of state from time to time. No registration as a foreign limited liability company shall be filed until payment

of the amounts due under this division is made. (D) The amounts due to this state under division (C) of this section may be recovered

in an action brought by the attorney general.  Upon a finding by the court that a foreign limited liability company, or series

thereof, has conducted activities in this state in violation of sections 1706.51 to 1706.515 of the Revised Code , the court may issue, in addition to or in lieu of the imposition of a civil penalty,

an injunction restraining the further conducting of activities by the foreign limited

liability company and all of its series, and the further exercise of any rights and

privileges of a foreign limited liability company in this state until all amounts

plus any interest and court costs that the court may assess have been paid, and until

the foreign limited liability company has otherwise complied with sections 1706.51 to 1706.515 of the Revised Code . (E) Notwithstanding divisions (A) and (B) of this section, the conducting of activities

in this state by a foreign limited liability company, or a series thereof, without

having a registration as a foreign limited liability company on file in the records

of the secretary of state does not impair the validity of the acts of the foreign

limited liability company, or a series thereof, or prevent the foreign limited liability

company, or a series thereof, from defending any proceeding in this state. (F) Neither a member nor agent of a foreign limited liability company nor a member associated

with a series or agent of a series, is liable for the debts, obligations, or other

liabilities of the foreign limited liability company, or a series thereof, solely

because the foreign limited liability company, or a series thereof, conducted activities

in this state without a registration as a foreign limited liability company being

on file in the records of the secretary of state.