Ohio Code § 1745.55
Ohio Code § 1745.55. Reproduced from the official Ohio Revised Code, with a citation summary, verification link, and related provisions.
§ 1745.55.
(A) An unincorporated nonprofit association may be dissolved judicially and its affairs
wound up in any of the following manners: (1) By an order of the supreme court or of a court of appeals in an action in quo warranto
brought as provided by sections 2733.02 to 2733.39 of the Revised Code , in which event the court may order the affairs of the association to be wound up
by its managers as in the case of voluntary dissolution or by proceedings in, and
under the order of, the court of common pleas of the county in this state in which
the association has its principal office; (2) By an order of the court of common pleas of the county in this state in which that
association has its principal office, in an action brought by members entitled to
dissolve the association voluntarily, if any of the following is established: (a) The association's period of existence as set forth in its governing principles has
expired, and it is necessary in order to protect the members that the association
be judicially dissolved. (b) The association is insolvent or is unable to afford reasonable security to those
who may deal with it, and it is necessary in order to protect the creditors of the
association that the association be judicially dissolved. (c) The objects of the association have wholly failed or are entirely abandoned, or their
accomplishment is impracticable. (3) By an order of the court of common pleas of the county in this state in which the
association has its principal office, in an action brought by a majority of the voting
members or by any lesser proportion or number of members that are entitled by the
governing principles to dissolve the association voluntarily, if it is established
that it is beneficial to the members that the association be judicially dissolved; (4) By an order of the court of common pleas of the county in this state in which the
association has its principal office, in an action brought by one-half of the managers
if there is an even number of managers or by one-half of the members if it is established
that the association has an even number of managers who are deadlocked in the management
of the association's affairs, and the members are unable to break the deadlock, or
if it is established that the association has an uneven number of managers, and the
members are deadlocked in voting power and unable to agree upon or vote for the election
of managers as successors to managers whose terms normally would expire upon the election
of their successors. (B) A complaint for judicial dissolution shall be verified by any of the complainants
and shall set forth facts showing that the case is one of those specified in this
section. Unless the complainants set forth in the complaint that they are unable to annex
a list of members, a schedule shall be annexed to the complaint setting forth the
name of each member and the member's address if it is known. (C) Upon the filing of a complaint for judicial dissolution, the court with which it
is filed shall have the power to issue injunctions, to appoint a receiver with the
authority and duties that the court from time to time may direct, to take any other
proceedings that may be necessary to protect the property or the rights of the complainants
or of the persons interested, and to carry on the activities of the unincorporated
nonprofit association until a full hearing can be had. Upon or after the filing of a complaint for judicial dissolution, the court by injunction
or order may stay the prosecution of any proceeding against the unincorporated nonprofit
association or involving any of its property and require the parties to it to present
and prove their claims, demands, rights, interests, or liens at the time and in the
manner required of creditors or others. The court may refer the complaint to a special master commissioner. (D) After a hearing had upon the notice that the court may direct to be given to all
parties to the proceeding and to any other parties in interest designated by the court,
a final order based either upon the evidence or upon the report of the special master
commissioner if one has been appointed, shall be made dissolving the association or
dismissing the complaint. An order or judgment for the judicial dissolution of an unincorporated nonprofit
association shall contain a concise statement of the proceedings leading up to the
order or judgment, the name of the association, the place in this state where its
principal office is located, the names and addresses of its managers, the name and
address of a statutory agent, and if desired, any other provisions with respect to
the judicial dissolution and winding up of affairs that are considered necessary or
desirable. Upon the issuance of that order or judgment, the association shall be dissolved. To the extent consistent with orders entered in that proceeding, the effect of the
judicial dissolution shall be the same as in the case of voluntary dissolution, and
the provisions of sections 1745.52 , 1745.53 , and 1745.54 of the Revised Code with respect to the authority and duties of managers during the winding up of the
affairs of an association dissolved voluntarily, the jurisdiction of courts over the
winding up of the affairs of an association, and receivers for winding up the affairs
of an association are applicable to associations that are judicially dissolved. If a statement is on file with the secretary of state appointing an agent authorized
to receive service of process on the association, or if any other document is on file
with the secretary of state with respect to the association, a certified copy of any
order or judgment dissolving the association shall be filed with the secretary of
state. (E) A judicial proceeding under this section concerning the judicial dissolution of an
unincorporated nonprofit association is a special proceeding, and final orders in
the proceeding may be vacated, modified, or reversed on appeal pursuant to the Rules
of Appellate Procedure or the Rules of Practice of the Supreme Court, whichever are
applicable, and, to the extent not in conflict with those rules, Chapter 2505. of
the Revised Code.
Source: official Ohio text · Last verified 2026-08-27
At a glance
- Citation: Ohio Revised Code § 1745.55
- Jurisdiction: Ohio
- Code: Ohio Revised Code
- Text: transcribed from the official source (verify below)
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