Legal Question in Business Law in Ohio

How far back can I date the change in the articles of organization? Does it have to be the current date? The state of Ohio says the filing would be current date only and they couldn't back date it. But I was wondering where it says, ..."Articles of Organization is made on_______" has to be current also?


Asked on 3/28/16, 1:02 pm

1 Answer from Attorneys

Bradley Miller Miller Law LLC

TL;DR version: you can't back date things filed with the Secretary of State, and you shouldn't back date documents in general.

I am not sure where you are looking and see that language. It doesn't appear on the forms for the Articles of Organization or Amendment/Restatement. Anything you file with the Secretary of State will only be effective as of the date the document is filed (or no later than 90 days after filing).

Regardless, you shouldn't back date anything. The date you actually sign something should be the date you use on a document. To do otherwise could open you up to an argument for invalidity of the document or even fraud.

Depending on what the document is, you may be able to make an action effective as of a prior date. For example, let's say you have been buying materials from a supplier since the beginning of the year at a certain price, but three months later you are just getting around to signing an actual contract. You can say, in the contract, that the price per material is "$X, effective as of January 1, 2016." In this case, you are merely reaffirming or documenting what has already been happening.

Read more
Answered on 3/29/16, 4:34 am


Related Questions & Answers

More Business Law questions and answers in Ohio