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Business Entities Law
Recent Developmments

Limited Liability Company: Executor's Rights
In Holdeman vs. Epperson, 111 Ohio St.3d 551, 2006-Ohio-6209, the Ohio Supreme Court held that RC 1705 .21(A) that permits the executor of a limited liablity company member’s estate to exercise all rights of a member for the purpose of settling the estate or administering the decedent’s property to trump a contrary provision in the operating agreement that would have limited an executor's rights to economic rights to receive income and property. Thus, the executor may vote and otherwise exercise the decedent member’s interest, including any right to give an assignee the right to become a member.

Corporations
In Herbert v. Porter, 165 Ohio App.3d 217, 2006–Ohio–355, The Third District Court of Appeals held that the heightened fiduciary duties that a majority shareholder owes to minority shareholders in closed corporations does not apply when the corporation is owned by two shareholders owning 50% each. When there is a 50/50 dead lock, it is not bad faith for one of the shareholders to seek a judicial dissolution of the corporation.

Partnership
In Zelina v. Hillyer (9th Dist. App.), 2005–Ohio–5803, The Court upheld summary judgment in favor of Defendant Hillyer. Zelina and Hillyer cohabited as an unmarried couple. Mr. Zelina contributed no funds toward purchase of the real estate. Ms. Hillyer acquired investment real estate with deeds solely in her name. Mr. Zelina executed quick claim deeds to her. The Court upheld summary judgment that it was no oral partnership by which Mr. Zelina could claim a right to an interest in the properties.

Carroll, Ucker & Hemmer LLC represents small and large businesses in the Columbus, Worthington and all over Ohio.
David W. T. Carroll and Timothy J. Ucker handle business representation.

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Articles

Should You Incorporate? Incorporation may or may not be necessary, depending on several factors.

Protecting Yourself from Corporate Liability. Just having a corporate papers filed with the Secreatary of State is NOT enough.

What is a Limited Liability Company? In Ohio only since 1994. Different from a corporation, but similar in some ways.

So You think you Have a Corporation. The consequences of a do-it-yourself corporation without doing everything required.