SB 146 Ohio Senate · 136th Legislature (2025-2026)

Codify the common law action for piercing the corporate veil

SB 146 would codify the legal standards for "piercing the corporate veil" into Ohio law by creating a new statute (section 2307.36) in the Revised Code. This bill specifies the exact conditions under which a court can disregard a corporation's separate legal identity and hold its owners personally liable for the company's debts or actions. It directly affects businesses, creditors, and courts by replacing the current common law approach - which relied on individual court decisions - with a clear, written standard. The bill provides consistent guidelines for when the corporate structure can be disregarded in legal disputes, without changing the underlying legal outcome.
Bill status passed 3 of 5 stages cleared
Introduction
Mar 2025
Committee Review
Nov 2025
Senate Passage
Oct 2025
House Passage
Governor
Introduced Mar 12, 2025 Last action Nov 5, 2025
Maddy AI version diff · 1 comparison

What changed between versions

As Introduced As Passed by the Senate · 6 edits · Oct 29, 2025
MODERATE
The bill was amended to standardize the text of the new corporate veil statute, removing redundant definitions and clarifying the scope of liability. A significant addition is a new exemption protecting covered persons from liability when they provide standard administrative services (like legal or accounting) to the entity, ensuring that normal business operations do not automatically lead to personal liability. The amendment also explicitly extends these protections to government entities seeking to pierce the corporate veil.
Scope change
The bill's scope was refined to clarify that standard business relationships and employment actions do not constitute 'piercing the corporate veil,' and it explicitly includes government entities within the rules for piercing the veil.
DEFINITION

Added a new definition for 'Governmental entity' to clarify that the new rules apply to state and local government bodies.

Simplified the definition of 'Covered person' by removing 'agent' and 'employee' from the list of individuals who can be held liable, focusing instead on owners, officers, directors, and affiliates.

Removed the detailed definition of 'Person' (listing natural persons, corporations, etc.) as it was deemed unnecessary for this specific statute.

Removed the definition of 'Affiliate' and 'beneficial owner' from the main text, likely because they are already defined elsewhere in the Revised Code.

REQUIREMENT

Removed the word 'civil' from 'civil penalties' and changed it to 'other penalties' to broaden the scope of potential liabilities covered.

Added a new exemption stating that providing standard services (legal, accounting, HR, etc.) or sharing officers does not automatically allow a government entity to pierce the corporate veil.

Floor votes · Senate Oct 29, 2025

How they voted

320
Passed
Total votes 32
Oct 29, 2025
D Democratic9
9 Yea
100% Yea
R Republican23
23 Yea
100% Yea
Vote distribution
All Yea All Nay Mixed No data
Full legislative history

Actions timeline

Total actions
6
Key actions
1
Committee
2
Nov 5, 2025
Committee
Referred to committee
lower
Nov 4, 2025
Introduced
Introduced
lower
Oct 29, 2025
Upper · Passed
Passed
upper
Mar 19, 2025
Committee
Referred to committee
upper
Mar 12, 2025
Introduced
Introduced
upper
2 primary · 0 co-sponsors

Sponsors