Ohio § 1706.471

§ 1706.471.

(A) A dissolved limited liability company continues its existence as a limited liability

company but may not carry on any activities except as is appropriate to wind up and

liquidate its activities and affairs.  Appropriate activities include all of the following: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to persons owning

membership interests; (3) Discharging or making provisions for discharging its liabilities; (4) Distributing its remaining property in accordance with section 1706.475 of the Revised Code ; (5) Doing every other act necessary to wind up and liquidate its activities and affairs. (B) In winding up its activities, a limited liability company may do any of the following: (1) Deliver to the secretary of state for filing, on a form prescribed by the secretary

of state, a certificate of dissolution setting forth all of the following: (a) The name and registration number of the limited liability company; (b) That the limited liability company has dissolved; (c) The effective date of the certificate of dissolution if it is not to be effective

upon the filing.  Such an effective date shall be a date certain and shall not be a date prior to

the date of filing. (d) A copy of the notice it will publish pursuant to division (A) of section 1706.474 of the Revised Code . (e) Any other information the limited liability company considers proper. (2) Preserve the limited liability company's activities and property as a going concern

for a reasonable time; (3) Prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (4) Make an assignment of the limited liability company's property; (5) Resolve disputes by mediation or arbitration; (6) Merge or convert in accordance with sections 1706.71 to 1706.74 of the Revised Code . (C) A limited liability company's dissolution, in itself: (1) Is not an assignment of the limited liability company's property; (2) Does not prevent the commencement of a proceeding by or against the limited liability

company in its limited liability company name; (3) Does not abate or suspend a proceeding pending by or against the limited liability

company on the effective date of dissolution; (4) Does not terminate the authority of its statutory agent; (5) Does not abate, suspend, or otherwise alter the application of section 1706.26 of the Revised Code .