Six LLCs, Zero Records: The Ohio Case Every Business Owner Should Read

In Binsara v. Bolog (Ohio 2019), a court pierced the veil of six separate LLCs controlled by the same owners. The court found no meeting minutes across any entity, no corporate appointments, no board records, and no governance records of any kind. All six liability shields collapsed. The owners were held personally liable.

Six. Not one. Six.

That is the number worth holding onto when you read what the Ohio Court of Appeals did in Binsara, LLC v. Bolog. Most veil-piercing cases involve a single entity, a single owner, and a single failure. This one involved six separate businesses controlled by the same owners — and the court collapsed all of them in a single decision.

The owners thought they had built a multi-entity structure. What they had actually built was six liability shields stitched together by nothing.

The Case That Should Stop You Cold

Binsara, LLC v. Bolog — Ohio Court of Appeals, 5th Appellate District, Stark County. Outcome: Veil pierced — six entities collapsed.

The trial court was asked to evaluate whether liability for the debts of six separate entities should extend to the individuals who controlled them. The court found that none of the six entities had meeting minutes. None had corporate appointments. None had board appointments. None had board records. None had any corporate or governance records of any kind. Bank records showed money moving between all six entities. The Court of Appeals affirmed. Every liability shield collapsed. The owners were held personally liable for the obligations of all six entities.

This is the case that should stop multi-entity owners cold. Each entity in the structure was, on paper, a separate legal entity. Each was meant to compartmentalize risk. Each was meant to shield the owners from personal exposure. And each one collapsed for the same reason: nothing inside it proved it was real.

The Ohio Court of Appeals did not pierce one entity and let the others stand. It pierced all six. The absence of governance records across every entity was the central finding.

What the Court Found Missing

The first five items are documentation gaps. The sixth is the affirmative evidence. Money moved freely between the entities — and not a single resolution, written consent, or governance record explained why. To a court evaluating whether the entities operated independently, that combination is decisive.

Each missing record by itself might be survivable. The accumulation is not. When a court can list every category of governance documentation and find it absent across multiple entities, the conclusion writes itself: the entities were not real, they were a structure designed to look real on paper.

What Governance Records Would Have Changed This

The fix is not exotic. It is the same set of records every LLC should produce every year, multiplied by the number of entities you operate.

Annual Written Consent — per entity, every year. Each entity needs its own yearly review confirming officers, authorizing banking, ratifying actions taken during the year, and affirming the entity continues to operate as a separate business. Six entities means six annual written consents — not one shared across all of them.

Banking Resolution — per entity, per bank account. Each entity needs a formal authorization for each of its bank accounts and authorized signers. When money moves between entities, each transfer needs a documented decision: who at the sending entity authorized the outflow, and who at the receiving entity authorized the inflow. Without that record, inter-entity transfers look exactly like personal use of pooled funds.

Distribution Authorization — per entity, per draw. Every owner draw from every entity needs its own resolution. Without distribution authorizations, every transfer from an entity to its owner — or to another entity owned by the same person — is undocumented commingling.

Independent governance trails. The thread tying these documents together is independence. Each entity needs its own governance trail, generated through its own decision-making process, referencing its own operating agreement, and retained as its own record. Sharing records across entities is what told the Binsara court the entities were not really separate.

What This Means for Your LLC

If you own one LLC with no governance records, you are exposed. Binsara shows that owning multiple LLCs with no governance records does not divide that exposure across the entities. It multiplies it.

The instinct behind multi-entity structures is sound. Different lines of business, different real estate holdings, different risk profiles — each deserves its own legal container. That structural logic is what makes multi-entity patterns attractive in the first place.

But the structure does not protect itself. Each entity in the structure must operate as if it is the only entity that matters, with its own governance, its own decisions, and its own records. The moment one of them shares records, shares decision-making, or sends money to another entity without documentation, the boundary between them weakens. And when a court looks for that boundary, the documentary record is where it looks.

Binsara is the example of what happens when the boundary is not there at all. Six entities. Zero records. One collapse.

Do You Own Multiple Entities?

If you have more than one LLC — whether for real estate holdings, multiple businesses, or compartmentalized risk — here is the standard your governance records need to meet:

The work scales linearly with the number of entities. Six entities means six times the governance work — not the same work for all six. If keeping six separate governance trails sounds like overhead, the alternative is the Binsara outcome. Six liability shields are worth nothing when none of them carry a record of independent existence.

The Lesson

Binsara, LLC v. Bolog is not a story about Ohio. It is a story about what happens when entities exist on paper and nowhere else. Ohio applies one of the stricter veil-piercing standards in the country — under the Belvedere three-prong test — and even there, the court found no difficulty piercing six entities at once when the records were not there. In a state with a more permissive standard, the result would have been the same, faster.

The defensible posture is the same regardless of jurisdiction: each entity in your structure produces its own governance trail. Each annual review is documented. Each banking relationship is authorized. Each distribution is recorded. The records do not need to be elaborate. They need to exist, they need to reference the specific entity, and they need to be created in the ordinary course of business — not assembled retroactively when a problem appears.

How Minutes.llc Handles This

Minutes.llc generates annual written consents, banking resolutions, distribution authorizations, and 25+ other resolution types through a guided workflow. Each document is generated for a specific entity, referencing that entity’s operating agreement and its own authority. Multi-entity owners can manage governance records for every LLC in their structure from a single account.

Every document includes authority statements, ratification clauses, and separate-existence language. SHA-256 hash verification proves the document has not been altered. An immutable audit trail records every action with a timestamp. Storage is in a private offshore jurisdiction. Your first document is free.

Create your first governance record →

Minutes.llc is a document automation platform. It is not a law firm, does not provide legal advice, and no attorney-client relationship is created by using this service. Consult a licensed attorney for legal questions specific to your situation.