State Senator Larry Obhof (R-Medina) announced the Ohio House of Representatives' passage of Senate Bill 181 yesterday, which improves Ohio's corporate laws and eliminates ambiguities by defining the responsibilities of corporate officers.

Senator Obhof joined Senator Joe Schiavoni (D-Boardman) in co-sponsoring the bi-partisan legislation. 

“Over the past few years, I have worked to improve Ohio’s corporate law and strengthen Ohio’s business climate,” said Obhof. “Senate Bill 181 will keep us moving in the right direction by bringing clarity to Ohio’s corporate code.”

Senate Bill 181 creates a new section within the Ohio Revised Code to outline the default fiduciary duties of corporate officers. The responsibilities of corporate directors are already defined in existing law, but no criteria are currently established for officers. If enacted, the legislation would establish identical responsibilities for officers to those already outlined for directors.

Among other changes, the bill would require corporate and limited liability company officers to act in good faith and act with care in the performance of their duties. SB 181 would also declare that it is the policy of Ohio’s Limited Liability Company Law to give maximum effect to the principle of freedom of contract. The bill received support from the Ohio State Bar Association and the Ohio Chamber of Commerce.  

“Senate Bill 181 will be a good step forward,” Obhof said. “The bill’s emphasis on freedom of contract will make Ohio a more attractive place to do business.”

The bill will now go before Governor Kasich for his signature.

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