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

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 court inventory of what did not exist at any of the six entities is short, brutal, and entirely preventable:

• No meeting minutes. Across all six entities, the court found no records of meetings being held to discuss or approve business decisions.
• No corporate appointments. No formal documentation of who was authorized to act for any of the entities.
• No board appointments. No documented governance structure for any of the six.
• No board records. No record of governance activity at any of the entities, ever.
• No corporate records of any kind. The total absence of formal documentation across every entity.
• Bank records showing inter-entity transfers. Money flowed between the six entities without governance authorization in any of them.

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.

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. Minutes.llc generates each of these as a separate, defensible document per entity.

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. One document. One signature. One audit trail. 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 — the affirmative red flag in Binsara — 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. Read more about why every owner draw needs a distribution resolution.

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 — and that finding is exactly what the records were supposed to prevent.

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 the Wyoming holding LLC and the Delaware series LLC and every other multi-entity pattern 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 same ongoing maintenance that keeps any single LLC’s protection alive. 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. The case is part of a broader pattern of state veil-piercing analysis — see how the test plays out in your jurisdiction in our state-by-state veil piercing case law guide, and how it has played out in other states in our real-cases roundup.

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:

• One annual written consent per entity, per year. Each entity reviews and ratifies its own operations.
• One banking resolution per entity, per account. Each banking relationship is authorized by the entity that holds it.
• One distribution authorization per entity, per draw. Every payment from each entity is documented as that entity’s formal decision.
• One resolution per inter-entity transaction. When money or assets move between entities, each side documents the decision.
• Separate-existence language in every document. Each record affirms the entity is a distinct, independent business.

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.

One more general risk worth knowing: the most common ways LLC owners lose personal asset protection are not unique to multi-entity structures. They are the same patterns at scale — multiplied across every entity in the portfolio.

If you are weighing how to actually produce records this defensible, see our comparison of governance options — free templates, registered agent services, and document automation built around defensibility.

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.

For Ohio-specific case law and the full Belvedere/Dombroski analysis, see our Ohio veil piercing guide. The pattern Binsara illustrates — multi-entity ownership combined with zero records — is not just an Ohio problem.