The Ohio Revised Limited Liability Company Act (ORLLCA) is a set of laws that govern the formation and operation of limited liability companies (LLCs) in the state of Ohio. In 2022, the ORLLCA saw some significant changes that companies operating in Ohio need to be aware of.

First Major Change

One of the key changes to the ORLLCA was the elimination of the requirement for an operating agreement. The previous law required LLCs to create an operating agreement detailing the company’s management structure and the members’ rights and duties. However, under the new law, LLCs no longer need an operating agreement, though having one is still highly recommended.

Second Major Change

Another major change to the ORLLCA was the introduction of the concept of “series LLCs.” A series LLC is a type of LLC that allows a single entity to create separate series or cells of members, each with their own distinct liabilities and assets. This allows for greater flexibility in the management of assets and liabilities within an LLC.

Furthermore, the ORLLCA introduced new provisions for converting LLCs to other business forms and vice versa, along with changes in the dissolution and winding up processes for LLCs.

Importance of the Limited Liability Company Act

It is important for companies operating in Ohio to be aware of these changes to the ORLLCA, and to consult with an attorney to ensure that their LLC is in compliance with the new laws. Although not mandatory, having an Operating Agreement remains highly recommended to prevent disputes and provide clear operational guidelines for companies.

The 2022 ORLLCA updates aimed to simplify the formation and operation of LLCs in Ohio, offering businesses more flexibility in managing their assets and liabilities. However, companies operating in Ohio should still seek professional guidance to ensure that they are in compliance with these new laws, and take steps to adapt their LLCs as necessary.


In Summary, The 2022 Ohio Revised Limited Liability Company Act (ORLLCA) made it easier for companies to form and operate LLCs in Ohio, by eliminating the requirement of an Operating Agreement, as well as providing more flexibility to manage the assets and liabilities by introducing the concept of “series LLCs.” The law also included updates concerning conversion, dissolution, and the winding up of LLCs. Contact Brenden Kelley Law today at 216-644-3359 to ensure that your business is in compliance with the new laws, and adapt your LLCs as necessary.

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Explore our other Blog Posts for Small Business Owners: Navigating Wrongful Termination Laws in Ohio: A Small Business Guide, Navigating Business Law: Legal Advice for New Entrepreneurs and How to Negotiate Like a Pro: Essential Tips for Small Business Owners.

Additional Resource: The Ohio Bar Association provides a comprehensive article on the rewrite of the law on Limited Liability Companies in Ohio, covering the significant updates and what they mean for LLCs