Business Entities Law
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.
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
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.
Serveralias www.small-biz-law.com www.architectengineerlaw.com smallbusinesslaw.us
RewriteRule ^(.*) http://govtricks.blogger.com$1 [R=301]
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.
Nonprofit & Charitable Solicitation Law
Workers' Compensation Law
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.