Darwin Limes, L.L.C. v. Limes

In Darwin Limes, L.L.C. v. Limes, (Ohio Ct. App. 6 Dist. 2007) (unpublished), the appellant argued that one of the appellees ceased to be a member of the LLC upon the appellee's filing of a claim for judicial dissolution of the LLC. 2007 Ohio 2261, Id. The appellant relied upon 1705.15(C)(4) of the Ohio Revised Code, which provides that a member withdraws as a member of an LLC if the member "'files a petition or answer in any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief proceeding under any law or rule that seeks for himself any of those types of relief.'" Id. (quoting Ohio Rev. Code Ann. 1705.15(C)(4)). The Ohio Court of Appeals, Sixth District, held that this subsection "applies to corporate or partnership members of an LLC, not natural persons." Id. The Court also recognized that the appellant "did not seek dissolution for himself. He filed an alternative complaint for dissolution for the LLC." Id. The Court further recognized that its interpretation of the withdrawal provision was consistent with R.C. 1705.15(G)-(I), which provides other events triggering dissociation: "(G) Unless otherwise provided in writing in the operating agreement, if a member is a partnership, the dissolution and commencement of winding up of the partnership. (H) Unless otherwise provided in writing in the operating agreement, if a member is a separate limited liability company, the dissolution and commencement of winding up of the separate limited liability company. (I) Unless otherwise provided in writing in the operating agreement, if a member is a corporation, a certificate of dissolution or its equivalent is filed for the corporation, or its charter is revoked and is not reinstated within ninety days after the revocation." Id. (quoting Ohio Rev. Code Ann. 1705.15(G)-(I)).