Chapter 1775: UNIFORM PARTNERSHIP LAW

1775.01 Uniform partnership law definitions.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

As used in this chapter:

(A) "Court" includes every court and judge having jurisdiction in the case.

(B) "Business" includes every trade, occupation, or profession.

(C) "Person" includes individuals, partnerships, trustees, executors, administrators, other fiduciaries, corporations, and other associations.

(D) "Bankrupt" includes bankrupt under the federal bankruptcy act or insolvent under any state insolvency law.

(E) "Conveyance" includes every assignment, lease, mortgage, or encumbrance.

(F) "Real property" includes land and any interest or estate in land.

(G) "Entity" means either of the following:

(1) A for profit corporation existing under the laws of this state or any other state;

(2) Any of the following organizations existing under the laws of this state, the United States, or any other state:

(a) A business trust or association;

(b) A real estate investment trust;

(c) A common law trust;

(d) An unincorporated business or for profit organization, including a general or limited partnership;

(e) A limited liability company.

Effective Date: 10-08-1992; 10-12-2006; 2008 HB332 01-01-2010

1775.02 Knowledge and notice of a fact.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) A person has "knowledge" of a fact within the meaning of sections 1775.01 to 1775.42 , inclusive, of the Revised Code, not only when he has actual knowledge thereof, but also when he has knowledge of such other facts as in the circumstances shows bad faith.

(B) A person has "notice" of a fact within the meaning of such sections when the person who claims the benefit of the notice:

(1) States the fact to such person;

(2) Delivers through the mail, or by other means of communication, a written statement of the fact to such person or to a proper person at his place of business or residence.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.03 Laws applicable - status of existing contracts.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) The rule that statutes in derogation of the common law are to be strictly construed has no application to sections 1775.01 to 1775.42 of the Revised Code.

(B) The law of estoppel applies under such sections.

(C) The law of agency applies under this chapter, but, if a provision of section 5815.35 of the Revised Code conflicts with that law, the provision of that section controls.

(D) Such sections shall be interpreted and construed so as to effectuate their general purpose to make the law of this state uniform with the law of those states which enact similar legislation.

(E) Sections 1775.01 to 1775.42 of the Revised Code do not impair the obligations of any contract existing on September 14, 1949, or affect any action or proceedings begun or right accrued before such date.

Effective Date: 03-22-1984; 01-01-2007; 2008 HB332 01-01-2010

1775.04 Rules of law and equity, including the law merchant, to govern.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

In any case not provided for in sections 1775.01 to 1775.42 , inclusive, of the Revised Code, the rules of law and equity, including the law merchant, shall govern.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.05 Partnership, foreign limited liability partnership defined.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) A partnership is an entity of two or more persons to carry on as co-owners a business for profit and includes such an entity that has limited liability as provided in this chapter and that is registered under section 1775.61 of the Revised Code.

(B) Any entity formed under any other statute of this state, or any statute adopted by authority, other than the authority of this state, is not a partnership under sections 1775.01 to 1775.65 of the Revised Code, unless the entity would have been a partnership in this state prior to September 14, 1949, but such sections apply to limited partnerships except in so far as the statutes relating to these partnerships are inconsistent herewith.

(C) Except as otherwise provided in the Ohio Constitution, the organization and internal affairs of a foreign limited liability partnership and the liability of the partners for the debts, obligations, or other liabilities of any kind of, or chargeable to, the foreign limited liability partnership shall be governed by the laws of the state under which the foreign limited liability partnership is organized.

(D) For purposes of this chapter, "foreign limited liability partnership" means a limited liability partnership organized and registered as such pursuant to the laws of another state.

Effective Date: 10-04-1996; 10-12-2006; 2008 HB332 01-01-2010

1775.06 Rules to determine existence of partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

In determining whether a partnership exists, these rules apply:

(A) Except as provided by section 1775.15 of the Revised Code, persons who are not partners as to each other are not partners as to third persons.

(B) Joint tenancy, tenancy with a right of survivorship, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of property.

(C) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.

(D) The receipt by a person of a share of the profits of a business is prima-facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:

(1) As a debt by installments or otherwise;

(2) As wages of an employee or rent to a landlord;

(3) As an annuity to a widow or representative of a deceased partner;

(4) As interest on a loan, though the amount of payment vary with the profits of the business;

(5) As the consideration for the sale of good will of a business or other property by installments or otherwise.

Effective Date: 04-04-1985; 2008 HB332 01-01-2010

1775.07 Partnership property defined.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise, on account of the partnership, is partnership property.

(B) Unless the contrary intention appears, property acquired with partnership funds is partnership property.

(C) Any estate in real property may be acquired in the partnership name. A conveyance to a partnership in the partnership name shall recite that the grantee is a partnership. Title so acquired can be conveyed only in the partnership name.

(D) A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.08 Agent of partnership - act of individual partner binds partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.

(B) An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.

(C) Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:

(1) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;

(2) Dispose of the good will of the business;

(3) Do any other act which would make it impossible to carry on the ordinary business of a partnership;

(4) Confess a judgment;

(5) Submit a partnership claim or liability to arbitration or reference.

(D) No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.09 Conveyance of title to real property.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under division (A) of section 1775.08 of the Revised Code, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.

(B) Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under division (A) of section 1775.08 of the Revised Code.

(C) Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under division (A) of section 1775.08 of the Revised Code, unless the purchaser, or his assignee, is a holder for value, without knowledge.

(D) Where the title to real property is in the name of one or more or all of the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under division (A) of section 1775.08 of the Revised Code.

(E) Where the title to real property is in the names of all the partners, a conveyance executed by all the partners passes all their rights in such property.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.10 Admission or representation by partner is evidence against partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

An admission or representation made by any partner concerning partnership affairs within the scope of his authority as conferred by sections 1775.01 to 1775.42 , inclusive, of the Revised Code, is evidence against the partnership.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.11 Notice to or knowledge of partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

Notice to any partner of any matter relating to partnership affairs, and the knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind, and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner, operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.12 Liability for wrongful act of partner.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

Where loss or injury is caused to any person not a partner in the partnership or any penalty is incurred, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of his partners, the partnership is liable therefor to the same extent as the partner so acting or omitting to act.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.13 Partnership bound by partner's breach of trust.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

The partnership is bound to make good the loss:

(A) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it;

(B) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.14 Liability of partners.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Subject to section 5815.35 of the Revised Code and except as provided in division (B) of this section, all partners are liable as follows:

(1) Jointly and severally for everything chargeable to the partnership under sections 1775.12 and 1775.13 of the Revised Code. This joint and several liability is not subject to section 2307.22 or 2315.36 of the Revised Code with respect to a tort claim that otherwise is subject to either of those sections.

(2) Jointly for all other debts and obligations of the partnership, but any partner may enter into a separate obligation to perform a partnership contract.

(B) Subject to divisions (C)(1) and (2) of this section, an obligation incurred while the partnership is a registered limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a partner. This division applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the filing of a registration application to become a domestic limited liability partnership under division (A) of section 1775.61 of the Revised Code.

(C)

(1) Division (B) of this section does not affect the liability of a partner in a registered limited liability partnership for that partner's own negligence, wrongful acts, errors, omissions, or misconduct, including that partner's own negligence, wrongful acts, errors, omissions, or misconduct in directly supervising any other partner or any employee, agent, or representative of the partnership.

(2) Division (B) of this section shall not affect the liability of a partner for liabilities imposed by Chapters 5735., 5739., 5743., and 5747. and section 3734.908 of the Revised Code.

(D) A partner in a registered limited liability partnership is not a proper party to an action or proceeding by or against a registered limited liability partnership with respect to any debt, obligation, or other liability of any kind described in division (B) of this section, unless the partner is liable under divisions (C)(1) and (2) of this section.

(E) A registered limited liability partnership is liable out of partnership assets for partnership debts, obligations, and liabilities.

(F)

(1) The personal liability of a partner solely by reason of being such a partner, or acting or omitting to act in such capacity, of a registered limited liability partnership organized and registered under the laws of this state shall be determined only under the laws of this state.

(2) The only actions required of a registered limited liability partnership or of individual partners in such a partnership in order to avail themselves of the limited liability provisions of this section are those required by this chapter.

Effective Date: 04-09-2003; 04-07-2005; 10-12-2006; 01-01-2007; 2007 HB134 10-18-2007; 2008 HB332 01-01-2010

1775.15 Liability for false representation.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Subject to section 5815.35 of the Revised Code, when a person, by words spoken or written or by conduct, represents self, or consents to another representing the person to anyone, as a partner in an existing partnership or with one or more persons not actual partners, that person is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership, and if the person has made such representation or consented to its being made in a public manner the person is liable to the person to whom such representation has been made, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made.

(1) When a partnership liability results, the person who represented self as a partner or consented to another's making such representation is liable as though the person were an actual member of the partnership.

(2) When no partnership liability results, the person who represented self as a partner or consented to another's making such representation is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.

(B) When a person has been thus represented to be a partner in an existing partnership, or with one or more persons not actual partners, the person so represented is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though the person so represented were a partner in fact, with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.

Effective Date: 03-22-1984; 01-01-2007; 2008 HB332 01-01-2010

1775.16 Liability of incoming partner for existing obligations.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.17 Rules for determining rights and duties of partners.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:

(A) Each partner shall be repaid the partner's contribution, whether by way of capital or advances, to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied; and each partner, subject to section 5815.35 of the Revised Code and to division (B) of section 1775.14 of the Revised Code, must contribute toward the losses, whether of capital or otherwise, sustained by the partnership according to the partner's share in the profits.

(B) The partnership must indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business, or for the preservation of its business or property.

(C) A partner, who in aid of the partnership makes any payment or advance beyond the amount of capital which the partner agreed to contribute, shall be paid interest from the date of the payment or advance.

(D) A partner shall receive interest on the capital contributed by the partner only from the date when repayment should be made.

(E) All partners have equal rights in the management and conduct of the partnership business.

(F) No partner is entitled to remuneration for acting in the partnership business, except that a surviving partner is entitled to reasonable compensation for the partner's services in winding up the partnership affairs.

(G) No person can become a member of a partnership without the consent of all the partners.

(H) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

Effective Date: 10-04-1996; 01-01-2007; 2008 HB332 01-01-2010

1775.18 Partnership books.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.19 Information to be rendered by partners on demand.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or partner under legal disability.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.20 Accounting by partner to partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Every partner, other than a general partner of a limited partnership, shall account to the partnership for any benefit and hold as trustee for it any profits derived by the partner without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by the partner of its property.

(B) This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.

Effective Date: 07-05-2002; 2008 HB332 01-01-2010

1775.21 Right of partner to formal account.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

Any partner has the right to a formal account as to partnership affairs:

(A) If he is wrongfully excluded from the partnership business or possession of its property by his partners;

(B) If the right exists under the terms of any agreement;

(C) As provided by section 1775.20 of the Revised Code;

(D) Whenever other circumstances render it just and reasonable.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.22 Rights of partners in partnership continued after termination of fixed term.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

(B) A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima-facie evidence of a continuation of the partnership.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.23 Property rights of partner.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

The property rights of a partner are his rights in specific partnership property, his interest in the partnership, and his right to participate in the management.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.24 Co-ownership of specific partnership property - incidents of tenancy.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) A partner is co-owner with his partners of specific partnership property holding as a tenant in partnership.

(B) The incidents of this tenancy are such that:

(1) A partner, subject to this chapter, and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess the property for any other purpose without the consent of his partners.

(2) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property.

(3) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt, the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under exemption laws.

(4) On the death of a partner, his right in specific partnership property vests in the surviving partners, unless he was the last surviving partner, in which case his right in the property vests in his legal representative. The surviving partners have, or the legal representative of the last surviving partner has, no right to possess the partnership property for any but a partnership purpose. This division is subject to the procedures set forth in Chapter 1779. of the Revised Code.

(5) A partner's right in specific partnership property is not subject to dower, any statutory interest of a surviving spouse, heirs, or next of kin, or any allowance to a surviving spouse, minor children, or both a surviving spouse and minor children, including, but not limited to, the allowance for support under section 2106.13 of the Revised Code.

Effective Date: 05-31-1990; 2008 HB332 01-01-2010

1775.25 Partner's interest.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

A partner's interest in the partnership is his share of the profits and surplus, and the same is personal property.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.26 Effect of conveyance of interest of a partner.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) A conveyance by a partner of his interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled.

(B) In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.27 Partner's interest subject to charging order.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) On due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts, and inquiries which the debtor partner might have made, or which the circumstances of the case may require.

(B) The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court may be purchased without thereby causing a dissolution:

(1) With separate property, by any one or more of the partners;

(2) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.

Sections 1775.01 to 1775.42 , inclusive, of the Revised Code do not deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.28 Dissolution distinguished from winding up of affairs.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

The dissolution of a partnership is the change in the relation of the partners caused by the partner's ceasing to be associated in the carrying on as distinguished from the winding up of the business.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.29 Partnership not terminated on dissolution.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.30 Causes of dissolution.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

Dissolution is caused:

(A) Without violation of the agreement between the partners;

(1) By the termination of the definite term or particular undertaking specified in the agreement;

(2) By the express will of any partner when no definite term or particular undertaking is specified;

(3) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking;

(4) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;

(B) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under this section, by the express will of any partner at any time;

(C) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;

(D) By the death of any partner;

(E) By the bankruptcy of any partner or the partnership;

(F) By decree of court under section 1775.31 of the Revised Code.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.31 Dissolution by court decree.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

As used in this section, "incompetent person" means a person who is so mentally impaired as a result of a mental or physical illness or disability, or mental retardation, or as a result of chronic substance abuse, that the person is incapable of taking proper care of the person's self or property or fails to provide for the person's family or other persons for whom the person is charged by law to provide.

(A) On application by or for a partner the court shall decree a dissolution whenever:

(1) A partner has been declared an incompetent person in any judicial proceeding or is shown to be of unsound mind;

(2) A partner becomes in any other way incapable of performing the partner's part of the partnership contract;

(3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business;

(4) A partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts the partner's self in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with the partner;

(5) The business of the partnership can only be carried on at a loss;

(6) Other circumstances render a dissolution equitable.

(B) On the application of the purchaser of a partner's interest under section 1775.26 or 1775.27 of the Revised Code, the court shall decree a dissolution:

(1) After the termination of the specified term or particular undertaking;

(2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.

Effective Date: 10-01-1953; 2007 HB53 08-07-2007; 2008 HB332 01-01-2010

1775.32 Dissolution terminates authority of partner to act for partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

Except insofar as is necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:

(A) With respect to the partners;

(1) When the dissolution is not by the act, bankruptcy, or death of a partner;

(2) When the dissolution is by such act, bankruptcy, or death of a partner, in cases where section 1775.33 of the Revised Code so requires;

(B) With respect to persons not partners, as declared in section 1775.34 of the Revised Code.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.33 Liability to partners for acts after dissolution.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

Where the dissolution is caused by the act, death, or bankruptcy of a partner, but subject to section 5815.35 of the Revised Code and to division (B) of section 1775.14 of the Revised Code, each partner is liable to the other partners for the partner's share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:

(A) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution;

(B) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy.

Effective Date: 10-04-1996; 01-01-2007; 2008 HB332 01-01-2010

1775.34 Partnership bound after dissolution.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) After dissolution a partner can bind the partnership except as provided in division (C) of this section:

(1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;

(2) By any transaction which would bind the partnership if dissolution had not taken place, provided the other party to the transaction:

(a) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution;

(b) Though he had not so extended credit, had nevertheless known of the partnership prior to dissolution, and, having no knowledge or notice of dissolution, the fact of dissolution had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business was regularly carried on.

(B) The liability of a partner under division (A)(2) of this section shall be satisfied out of partnership assets alone when such partner had been prior to dissolution:

(1) Unknown as a partner to the person with whom the contract is made;

(2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it.

(C) The partnership is in no case bound by any act of a partner after dissolution:

(1) Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs;

(2) Where the partner has become bankrupt;

(3) Where the partner has no authority to wind up partnership affairs; except by a transaction with one who:

(a) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority;

(b) Had not extended credit to the partnership prior to dissolution, and, having no knowledge of notice of his want of authority, the fact of his want of authority has not been advertised in the manner provided for advertising the fact of dissolution in division (A)(2)(b) of this section.

(D) This section does not affect the liability under section 1775.15 of the Revised Code of any person who after dissolution represents himself or consents to another representing him as a partner in a partnership engaged in carrying on business.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.35 Dissolution discharges existing liability of partner - when.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) The dissolution of the partnership does not of itself discharge the existing liability of any partner.

(B) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between the partner, the partnership creditor, and the person or partnership continuing the business. Such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.

(C) Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of such obligation.

(D) Subject to division (B) of section 1775.14 of the Revised Code, the individual property of a deceased partner shall be liable for all obligations of the partnership incurred while the decedent was a partner but subject to the prior payment of the decedent's separate debts.

Effective Date: 10-04-1996; 2008 HB332 01-01-2010

1775.36 Winding up partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representatives of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs. Any partner, his legal representative, or his assignee, upon cause shown, may obtain winding up by the court. In the case of the death of a partner, the right of the survivors to wind up is subject to sections 1779.01 to 1779.08 , inclusive, of the Revised Code.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.37 Rights of partners in dissolution.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner, as against his partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership property applied to discharge partnership liabilities, and the surplus applied to pay in cash the net amount owing to the respective partners. But if dissolution is caused by expulsion of a partner, bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities, either by payment or agreement under division (B) of section 1775.35 of the Revised Code, he shall receive in cash only the net amount due him from the partnership.

(B) When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows:

(1) Each partner who has not caused dissolution wrongfully shall have:

(a) All the rights specified in division (A) of this section;

(b) The right, as against each partner who has caused the dissolution wrongfully, to damages for breach of the agreement.

(2) The partners who have not caused the dissolution wrongfully, if they all desire to continue the business in the same name, either by themselves or jointly with others, may do so, during the agreed term for the partnership and for that purpose may possess the partnership property, provided they secure the payment by bond approved by the court, or pay to any partner who has caused the dissolution wrongfully, the value of his interest in the partnership at the dissolution, less any damages recoverable under division (B)(1)(b) of this section, and in like manner indemnify him against all present or future partnership liabilities.

(3) A partner who has caused the dissolution wrongfully shall have:

(a) If the business is not continued under division (B)(2) of this section all the rights of a partner under division (A), subject to division (B)(1)(b) of this section;

(b) If the business is continued under division (B)(2) of this section the right as against his partners and all claiming through them in respect of their interests in the partnership, to have the value of his interest in the partnership at the damages caused to his partners by the dissolution, ascertained and paid to him in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will of the business shall not be considered.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.38 Rights of partner rescinding partnership contract for fraud.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto, the party entitled to rescind is, without prejudice to any other right, entitled:

(A) To a lien on, or right of retention of, the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him;

(B) To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities;

(C) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.39 Rules for settling accounts between partners after dissolution.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:

(A) The assets of the partnership are:

(1) The partnership property;

(2) The contributions of the partners specified in division (D) of this section.

(B) The liabilities of the partnership shall rank in order of payment, as follows:

(1) Those owing to creditors other than partners;

(2) Those owing to partners other than for capital and profits;

(3) Those owing to partners in respect of capital;

(4) Those owing to partners in respect of profits.

(C) The assets shall be applied in the order of their declaration in division (A) of this section to the satisfaction of the liabilities.

(D) The partners shall contribute, as provided by division (A) of section 1775.17 of the Revised Code, but subject to the immunity from joint or several liability provided in division (B) of section 1775.14 of the Revised Code, the amount necessary to satisfy the liabilities specified in division (B) of this section; but if any, but not all, of the partners are insolvent, or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities, and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.

(E) An assignee for the benefit of creditors or any person appointed by the court may enforce the contributions specified in division (D) of this section.

(F) Any partner or the partner's legal representative may enforce the contributions specified in division (D) of this section, to the extent of the amount which the partner has paid in excess of the partner's share of the liability.

(G) The individual property of a deceased partner shall be liable for the contributions specified in division (D) of this section.

(H) When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors.

(I) Where a partner has become bankrupt or the partner's estate is insolvent the claims against the partner's separate property shall rank in the following order:

(1) Those owing to separate creditors;

(2) Those owing to partnership creditors;

(3) Those owing to partners by way of contribution.

Effective Date: 10-04-1996; 2008 HB332 01-01-2010

1775.40 Rights of creditors - liability of persons continuing the business.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) When any new partner is admitted into an existing partnership, or when any partner retires and assigns, or the representative of the deceased partner assigns, his rights in partnership property to two or more of the partners, or to one or more of the partners, and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.

(B) When all but one partner retire and assign, or the representative of a deceased partner assigns, their rights in partnership property to the remaining partner who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.

(C) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in divisions (A) and (B) of this section, with the consent of the retired partners or the representative of the deceased partner, but without any assignment of his right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.

(D) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(E) When any partner wrongfully causes a dissolution and the remaining partners continue the business under division (B)(2) of section 1775.37 of the Revised Code, either alone or with others, and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(F) When a partner is expelled and the remaining partners continue the business either alone or with others, without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.

(G) The liability of a third person becoming a partner in the partnership continuing the business, under this section, to the creditors of the dissolved partnership shall be satisfied out of partnership property only.

(H) When the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business, on account of the retired or deceased partner's interest in the dissolved partnership or an [on] account of any consideration promised for such interest or for his right in partnership property.

(I) This section does not modify any right of creditors to set aside any assignment on the ground of fraud.

(J) The use by the person or partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof, does not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.41 Rights of retiring or deceased partner in assets of continuing partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

When any partner retires or dies, and the business is continued under any of the conditions set forth in divisions (A), (B), (C), (E), and (F) of section 1775.40 of the Revised Code, or division (B)(2) of section 1775.37 of the Revised Code, without any settlement of accounts as between him or his estate and the person or partnership continuing the business, unless otherwise agreed, he or his legal representative as against such persons or partnership may have the value of his interest at the date of dissolution ascertained, and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest, or, at his option or at the option of his legal representative, in lieu of interest, the profits attributable to the use of his right in the property of the dissolved partnership. The creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, have priority on any claim arising under this section, as provided by division (H) of section 1775.40 of the Revised Code.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.42 Right to an accounting at date of dissolution.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

The right to an account of his interest shall accrue to any partner, or his legal representative, as against the winding up partners, the surviving partners, or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.

Effective Date: 10-01-1953; 2008 HB332 01-01-2010

1775.45 Merger or consolidation into surviving or new domestic general partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Pursuant to a written agreement of merger between the constituent entities as provided in this section, a domestic partnership and one or more additional domestic partnerships or other domestic or foreign entities may be merged into a surviving domestic partnership. Pursuant to a written agreement of consolidation between the constituent entities as provided in this section, two or more domestic or foreign entities may be consolidated into a new domestic partnership formed by such consolidation. If any constituent entity is formed or organized under the laws of any state other than this state or under any chapter of the Revised Code other than this chapter, the merger or consolidation also must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists.

(B) The written agreement of merger or consolidation of constituent entities into a surviving or new domestic partnership shall set forth all of the following:

(1) The name and the form of entity of each constituent entity, the state under the laws of which each constituent entity exists, and the name of the surviving or new domestic partnership;

(2) In the case of a merger, that one or more specified constituent entities will be merged into a specified surviving domestic partnership, and, in the case of a consolidation, that the constituent entities will be consolidated into a new domestic partnership;

(3) All statements and matters required to be set forth in such an agreement of merger or consolidation by the laws under which each constituent entity exists;

(4) In the case of a consolidation, the partnership agreement of the new domestic partnership or a provision that the written partnership agreement of a specified constituent partnership, a copy of which shall be attached to the agreement of consolidation, with any amendments that are set forth in the agreement of consolidation, shall be the agreement of partnership of the new domestic partnership;

(5) The name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity, the surviving domestic partnership, or the new domestic partnership may be served;

(6) In the case of a merger, any changes in the general partners of the surviving domestic partnership and, in the case of a consolidation, the general partners of the new domestic partnership or a provision specifying the general partners of one or more specified constituent partnerships that shall constitute the initial general partners of the new domestic partnership;

(7) The terms of the merger or consolidation; the mode of carrying them into effect; and the manner and basis of converting the interests or shares in the constituent entities into, or substituting the interests or shares in the constituent entities for, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of interests, evidences of indebtedness, securities, cash, rights, or any other property of the surviving domestic partnership, of the new domestic partnership, or of any other entity. No such conversion or substitution shall be effected if there are reasonable grounds to believe that the conversion or substitution would render the surviving or new domestic partnership unable to pay its obligations as they become due in the usual course of its affairs.

(C) The written agreement of merger or consolidation of constituent entities into a surviving or new domestic partnership may set forth any of the following:

(1) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate of merger or consolidation;

(2) A provision authorizing one or more of the constituent entities to abandon the proposed merger or consolidation prior to filing the certificate of merger or consolidation pursuant to section 1775.47 of the Revised Code by action of the partners of a constituent partnership, the directors of a constituent corporation, or the comparable representatives of any other constituent entity;

(3) In the case of a merger, any amendments to the agreement of partnership of the surviving domestic partnership, or a provision that the written partnership agreement of a specified constituent partnership other than the surviving domestic partnership, with any amendments that are set forth in the agreement of merger, shall be the partnership agreement of the surviving domestic partnership;

(4) A statement of, or a statement of the method of determining, the fair value of the assets to be owned by the surviving domestic partnership;

(5) The parties to the agreement of merger or consolidation in addition to the constituent entities;

(6) Any additional provision necessary or desirable with respect to the proposed merger or consolidation.

(D) To effect the merger or consolidation, the agreement of merger or consolidation shall be adopted by the partners of each constituent domestic partnership, including the surviving domestic partnership in the case of a merger, and shall be adopted by or otherwise authorized by or on behalf of each other constituent entity in accordance with the laws under which it exists.

(E) All partners, whether or not they are entitled to vote or act, shall be given written notice of any meeting of general partners of a constituent domestic partnership or of any proposed action by general partners of a constituent domestic partnership, which meeting or action is to adopt an agreement of merger or consolidation. The notice shall be given to the partners either by mail at their addresses as they appear on the records of the partnership or in person and, unless the partnership agreement provides a shorter or longer period, shall be given not less than seven and not more than sixty days before the meeting or the effective date of the action. The notice shall be accompanied by a copy or a summary of the material provisions of the agreement of merger or consolidation.

(F) The vote or action of the partners of a constituent domestic partnership that is required to adopt an agreement of merger or consolidation is the unanimous vote or action of the partners or such different number or proportion as provided in writing in the partnership agreement. If the agreement of merger or consolidation would have an effect or authorize any action that under any applicable provision of law or the partnership agreement could be effected or authorized only by or pursuant to a specified vote or action of the partners, or of any class or group of partners, the agreement of merger or consolidation also shall be adopted or approved by the same vote or action as would be required to effect that change or authorize that action. Each person who will continue to be or who will become a general partner of a partnership that is the surviving or new entity in a merger or consolidation shall specifically agree in writing to continue or to become, as the case may be, a general partner of the partnership that is the surviving or new entity.

(G) At any time before the filing of the certificate of merger or consolidation pursuant to section 1775.47 of the Revised Code, the merger or consolidation may be abandoned by the partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity if the partners, directors, or other representatives are authorized to do so by the agreement of merger or consolidation or by the same vote or action as was required to adopt the agreement of merger or consolidation. The agreement of merger or consolidation may contain a provision authorizing less than all of the partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity to amend the agreement of merger or consolidation at any time before the filing of the certificate of merger or consolidation, except that, after the adoption of the agreement of merger or consolidation by the partners of any constituent domestic partnership, less than all of the partners shall not be authorized to amend the agreement of merger or consolidation to do any of the following:

(1) Alter or change the amount or kind of interests, shares, evidences of indebtedness, other securities, cash, rights, or any other property to be received by partners of the constituent domestic partnership in conversion of, or in substitution for, their interests;

(2) Alter or change any term of the partnership agreement of the surviving or new domestic partnership, except for alterations or changes that could otherwise be adopted by the partners of the surviving or new domestic partnership;

(3) Alter or change any other terms and conditions of the agreement of merger or consolidation if any of the alterations or changes, alone or in the aggregate, would materially adversely affect the partners or any class or group of partners of the constituent domestic partnership.

Effective Date: 07-05-2002; 10-12-2006; 2008 HB332 01-01-2010

1775.46 Merger or consolidation into entity other than domestic general partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Pursuant to a written agreement of merger or consolidation between the constituent entities as provided in this section, a domestic partnership and one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic partnership, or a domestic partnership together with one or more additional domestic or foreign entities may be consolidated into a new entity other than a domestic partnership to be formed by such consolidation. The merger or consolidation must be permitted by the chapter of the Revised Code under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists.

(B) The written agreement of merger or consolidation shall set forth all of the following:

(1) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists;

(2) In the case of a merger, that one or more specified constituent domestic partnerships and other specified constituent entities will be merged into a specified surviving foreign entity or surviving domestic entity other than a domestic partnership, or, in the case of a consolidation, that the constituent entities will be consolidated into a new foreign entity or a new domestic entity other than a domestic partnership;

(3) If the surviving or new entity is a foreign partnership, all statements and matters that would be required by section 1775.45 of the Revised Code if the surviving or new entity were a domestic partnership;

(4) The name and the form of entity of the surviving or new entity, the state under the laws of which the surviving entity exists or the new entity is to exist, and the location of the principal office of the surviving or new entity;

(5) All additional statements and matters required to be set forth in an agreement of merger or consolidation by the laws under which each constituent entity exists and, in the case of a consolidation, the new entity is to exist;

(6) The consent of the surviving or new foreign entity to be sued and served with process in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new foreign entity any obligation of any constituent domestic partnership or to enforce the rights of a dissenting partner of any constituent domestic partnership;

(7) If the surviving or new entity is a foreign corporation that desires to transact business in this state as a foreign corporation, a statement to that effect, together with a statement regarding the appointment of a statutory agent and service of any process, notice, or demand upon that statutory agent or the secretary of state, as required when a foreign corporation applies for a license to transact business in this state;

(8) If the surviving or new entity is a foreign limited partnership that desires to transact business in this state as a foreign limited partnership, a statement to that effect, together with all of the information required under section 1782.49 of the Revised Code when a foreign limited partnership registers to transact business in this state;

(9) If the surviving or new entity is a foreign limited liability company that desires to transact business in this state as a foreign limited liability company, a statement to that effect, together with all of the information required under section 1705.54 of the Revised Code when a foreign limited liability company registers to transact business in this state;

(10) If the surviving or new entity is a foreign limited liability partnership that desires to transact business in this state as a foreign limited liability partnership, a statement to that effect, together with all of the information required under section 1775.64 of the Revised Code when a foreign limited liability partnership registers to transact business in this state.

(C) The written agreement of merger or consolidation also may set forth any additional provision permitted by the laws of any state under the laws of which any constituent entity exists, consistent with the laws under which the surviving entity exists or the new entity is to exist.

(D) To effect the merger or consolidation, the agreement of merger or consolidation shall be adopted by the partners of each constituent domestic partnership, in the same manner and with the same notice to and vote or action of partners or of a particular class or group of partners as is required by section 1775.45 of the Revised Code. The agreement of merger or consolidation also shall be approved or otherwise authorized by or on behalf of each constituent entity in accordance with the laws under which it exists. Each person who will continue to be or who will become a general partner of a partnership that is the surviving or new entity in a merger or consolidation shall specifically agree in writing to continue or to become, as the case may be, a general partner of the surviving or new entity.

(E) At any time before the filing of the certificate of merger or consolidation pursuant to section 1775.47 of the Revised Code, the merger or consolidation may be abandoned by the partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity if the partners, directors, or comparable representatives are authorized to do so by the agreement of merger or consolidation. The agreement of merger or consolidation may contain a provision authorizing less than all of the partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity to amend the agreement of merger or consolidation at any time before the filing of the certificate of merger or consolidation, except that after the adoption of the agreement of merger or consolidation by the partners of any constituent domestic partnership, less than all of the partners shall not be authorized to amend the agreement of merger or consolidation to do any of the following:

(1) Alter or change the amount or kind of interests, shares, evidences of indebtedness, other securities, cash, rights, or any other property to be received by partners of the constituent domestic partnership in conversion of or in substitution for their interests;

(2) If the surviving or new entity is a partnership, alter or change any term of the partnership agreement of the surviving or new partnership, except for alterations or changes that otherwise could be adopted by the partners of the surviving or new partnership;

(3) If the surviving or new entity is a corporation or any other entity other than a partnership, alter or change any term of the articles or comparable instrument of the surviving or new corporation or entity, except for alterations or changes that otherwise could be adopted by the directors or comparable representatives of the surviving or new corporation or entity;

(4) Alter or change any other terms and conditions of the agreement of merger or consolidation if any of the alterations or changes, alone or in the aggregate, would materially adversely affect the partners or any class or group of partners of the constituent domestic partnership.

Effective Date: 07-05-2002; 10-12-2006; 2008 HB332 01-01-2010

1775.47 Certificate of merger or consolidation - filing, contents - other documents.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Upon the adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1775.45 or 1775.46 of the Revised Code, a certificate of merger or consolidation shall be filed with the secretary of state that is signed by an authorized representative of each constituent entity. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required by this section.

(B)

(1) The certificate of merger or consolidation shall set forth all of the following:

(a) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists;

(b) A statement that each constituent entity has complied with all of the laws under which it exists and that the laws permit the merger or consolidation;

(c) The name and mailing address of the person or entity that is to provide, in response to any written request made by a shareholder, partner, or other equity holder of a constituent entity, a copy of the agreement of merger or consolidation;

(d) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate;

(e) The signature of the representative or representatives authorized to sign the certificate on behalf of each constituent entity and the office held or the capacity in which the representative is acting;

(f) A statement that the agreement of merger or consolidation is authorized on behalf of each constituent entity and that the persons who signed the certificate on behalf of each entity are authorized to do so;

(g) In the case of a merger, a statement that one or more specified constituent entities will be merged into a specified surviving entity or, in the case of a consolidation, a statement that the constituent entities will be consolidated into a new entity;

(h) The name and form of the surviving entity in the case of a merger or the name and form of the new entity in the case of a consolidation;

(i) In the case of a merger, if the surviving entity is a foreign entity not licensed to transact business in this state, the name and address of the statutory agent upon whom any process, notice, or demand may be served;

(j) In the case of a consolidation, the name and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the new entity may be served.

(2) In the case of a consolidation into a new domestic corporation, limited liability company, or limited partnership, the articles of incorporation, the articles of organization, or the certificate of limited partnership of the new domestic entity shall be filed with the certificate of consolidation.

(3) In the case of a merger into a domestic corporation, limited liability company, or limited partnership, any amendments to the articles of incorporation, articles of organization, or certificate of limited partnership of the surviving domestic entity shall be filed with the certificate of merger.

(4) If the surviving or new entity is a foreign entity that desires to transact business in this state as a foreign corporation, limited liability company, or limited partnership, the certificate of merger or consolidation shall be accompanied by the information required by division (B)(7), (8), (9), or (10) of section 1775.46 of the Revised Code.

(5) If a foreign or domestic corporation licensed to transact business in this state is a constituent entity and the surviving or new entity resulting from the merger or consolidation is not a foreign or domestic corporation that is to be licensed to transact business in this state, the certificate of merger or consolidation shall be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86 of the Revised Code, with respect to each domestic constituent corporation, and by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code, with respect to each foreign constituent corporation licensed to transact business in this state.

(C) If any constituent entity in a merger or consolidation is organized or formed under the laws of a state other than this state or under any chapter of the Revised Code other than this chapter, there also shall be filed in the proper office all documents that are required to be filed in connection with the merger or consolidation by the laws of that state or by that chapter.

(D) Upon the filing of a certificate of merger or consolidation and other filings as described in division (C) of this section or at any later date that the certificate of merger or consolidation specifies, the merger or consolidation is effective, subject to the limitation specified in division (B)(7) of section 1775.45 of the Revised Code.

(E) The secretary of state shall furnish, upon request and payment of the fee specified in division (K)(2) of section 111.16 of the Revised Code, the secretary of state's certificate setting forth: the name and form of entity of each constituent entity and the states under the laws of which each constituent entity existed prior to the merger or consolidation; the name and the form of entity of the surviving or new entity and the state under the laws of which the surviving entity exists or the new entity is to exist; the date of filing of the certificate of merger or consolidation with the secretary of state; and the effective date of the merger or consolidation. The certificate of the secretary of state, or a copy of the certificate of merger or consolidation certified by the secretary of state, may be filed for record in the office of the recorder of any county in this state and, if filed, shall be recorded in the records of deeds for that county. For that recording, the county recorder shall charge and collect the same fee as in the case of deeds.

Effective Date: 07-05-2002; 10-12-2006; 2008 HB332 01-01-2010

1775.48 Effects of merger or consolidation.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) When a merger or consolidation becomes effective, all of the following apply:

(1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the partners, officers, or other authorized representatives of the respective constituent entities shall execute, acknowledge, and deliver the instruments and do such acts. For these purposes, the existence of the constituent entities and the authority of their respective partners, officers, directors, or other representatives are continued notwithstanding the merger or consolidation.

(2) In the case of a consolidation, the new entity exists when the consolidation becomes effective and, if the new entity is a domestic partnership, the written partnership agreement contained in or provided for in the agreement of consolidation shall be its original partnership agreement.

(3) In the case of a merger in which the surviving entity is a partnership, the written partnership agreement of the surviving partnership in effect immediately prior to the time the merger becomes effective shall be its partnership agreement after the merger except as otherwise provided in the agreement of merger.

(4) The surviving or new entity possesses all of the following, and all of the following are vested in the surviving or new entity without further act or deed:

(a) Except to the extent limited by the mandatory provisions of applicable law, the following:

(i) All assets and property of every description of each constituent entity, and every interest in the assets and property of each constituent entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in any constituent entity shall not revert or in any way be impaired by reason of the merger or consolidation.

(ii) The rights, privileges, immunities, powers, franchises, and authority, whether of a public or private nature, of each constituent entity.

(b) All obligations belonging to or due to each constituent entity.

(5) The surviving or new entity is liable for all the obligations of each constituent entity, including liability to dissenting partners, dissenting shareholders, or other dissenting equity holders. Any claim existing or any action or proceeding pending by or against any constituent entity may be prosecuted to judgment with right of appeal, as if the merger or consolidation had not taken place, or the surviving or new entity may be substituted in place of any constituent entity.

(6) All the rights of creditors of each constituent entity are preserved unimpaired, and all liens upon the property of any constituent entity are preserved unimpaired, on only the property affected by such liens immediately before the effective date of the merger or consolidation. If a general partner of a constituent partnership is not a general partner of the entity surviving or the new entity resulting from the merger or consolidation, then the former general partner shall have no liability for any obligation incurred after the merger or consolidation except to the extent that a former creditor of the constituent partnership in which the former general partner was a general partner extends credit to the surviving or new entity reasonably believing that the former general partner continued as a general partner of the surviving or new entity.

(B) If a general partner of a constituent partnership is not a general partner of the entity surviving or the new entity resulting from the merger or consolidation, then unless that general partner agrees otherwise in writing, the general partner shall be indemnified by the surviving or new entity against all present or future liabilities of the constituent partnership of which the general partner was a general partner. Any amount payable pursuant to section 1775.50 of the Revised Code to a partner of the constituent partnership in which that general partner was a partner shall be a present liability of that constituent partnership.

(C) In the case of a merger of a constituent domestic partnership into a foreign surviving corporation, limited liability company, or partnership that is not licensed or registered to transact business in this state or in the case of a consolidation of a constituent domestic limited partnership into a new foreign corporation, limited liability company, limited partnership, or limited liability partnership, if the surviving or new entity intends to transact business in this state and the certificate of merger or consolidation is accompanied by the information described in division (B)(4) of section 1775.47 of the Revised Code, then on the effective date of the merger or consolidation the surviving or new entity shall be considered to have complied with the requirements for procuring a license or for registration to transact business in this state as a foreign corporation, limited liability company, or limited partnership, as the case may be. In such a case, a copy of the certificate of merger or consolidation certified by the secretary of state constitutes the license certificate prescribed for a foreign corporation or the application for registration prescribed for a foreign limited liability company or foreign limited partnership.

(D) Any action to set aside any merger or consolidation on the ground that any section of the Revised Code applicable to the merger or consolidation has not been complied with shall be brought within ninety days after the effective date of the merger or consolidation or forever be barred.

(E) In the case of an entity organized or existing under the laws of any state other than this state, this section is subject to the laws of the state under the laws of which the entity exists or in which it has property.

Effective Date: 07-05-2002; 10-12-2006; 2008 HB332 01-01-2010

1775.49 Relief for dissenting partner.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic partnership, the following are entitled to relief as dissenting partners as provided in section 1775.50 of the Revised Code:

(1) Partners of a domestic partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1775.45 or 1775.46 of the Revised Code;

(2) In the case of a merger into a domestic partnership, partners of the surviving domestic partnership who under section 1775.45 of the Revised Code are entitled to vote or act on the adoption of an agreement of merger, but only as to the interests so entitling them to vote or act;

(3) Partners of a domestic partnership that is being converted into a converted entity pursuant to section 1775.53 of the Revised Code.

(B) Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership shall be liable to the partners of the constituent partnership for any amount payable to them pursuant to section 1775.50 of the Revised Code as if the amount payable were an existing liability of the constituent partnership at the time of the merger , consolidation, or conversion.

Effective Date: 07-05-2002; 10-12-2006; 2008 HB332 01-01-2010

1775.50 Dissenting partner's demand for fair cash value of interests.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) A partner of a domestic partnership is entitled to relief as a dissenting partner in respect of the proposals described in section 1775.49 of the Revised Code only in compliance with this section.

(B) If the proposal of merger , consolidation, or conversion is to be submitted to the partners at a meeting, the dissenting partner shall be a partner and a record holder of the partnership interests as to which the dissenting partner seeks relief as of the date fixed for the determination of partners entitled to notice of the meeting, and such interests shall not have been voted in favor of the proposal. Not later than ten days after the date on which the vote on the proposal was taken at the meeting of the partners, the dissenting partner shall deliver to the partnership a written demand for payment to the dissenting partner of the fair cash value of the interests as to which the dissenting partner seeks relief that states the dissenting partner's address, the number and class of those interests, and the amount claimed by the dissenting partner as the fair cash value of the interests.

(C) If the proposal of merger , consolidation, or conversion is to be submitted to the partners for their written approval or other action without a meeting, the dissenting partner shall be a partner and a record holder of the interests of the partnership as to which the dissenting partner seeks relief as of the date the request for approval or action was sent to the partners entitled to act or otherwise approve the proposal, and the dissenting partner shall not have indicated approval of the proposal in the dissenting partner's capacity as a holder of such interests. Not later than fifteen days after the date on which the request for approval of or action on the proposal was mailed to the partners, the dissenting partner shall deliver to the partnership a written demand for payment to the dissenting partner of the fair cash value of the interests as to which the dissenting partner seeks relief, which demand shall state the dissenting partner's address, the number and class of such interests, and the amount claimed by the dissenting partner as the fair cash value of those interests.

(D) In the case of a merger or consolidation, a demand served on the constituent domestic partnership involved constitutes service on the surviving entity or the new entity, whether the demand is served before, on, or after the effective date of the merger or consolidation. In the case of a conversion, a demand served on the converting domestic partnership constitutes service on the converted entity, whether the demand is served before, on, or after the effective date of the conversion.

(E) If the interests as to which a dissenting partner seeks relief are represented by certificates and if the domestic partnership sends to the dissenting partner, at the address specified in the dissenting partner's demand, a request for certificates representing the interests as to which the dissenting partner seeks relief, the dissenting partner, within fifteen days from the date on which the request was sent, shall deliver to the partnership the certificates requested so that the partnership may endorse on them a legend to the effect that a demand for the fair cash value of such interests has been made. The partnership promptly shall return the endorsed certificates to the dissenting partner. The failure of a dissenting partner to deliver such certificates terminates rights as a dissenting partner, at the option of the partnership, exercised by written notice sent to the dissenting partner within twenty days after the lapse of the fifteen-day period, unless a court for good cause shown otherwise directs. If interests represented by a certificate on which such a legend has been endorsed are transferred, each new certificate issued for them shall bear a similar legend, together with the name of the original dissenting holder of such interests. Upon receiving a demand for payment from a dissenting partner who is a record holder of uncertificated interests, the partnership shall make an appropriate notation of the demand for payment in its records. If uncertificated interests for which payment has been demanded are to be transferred, any writing sent to evidence the transfer shall bear the legend required for certificated interests as provided in this division. A transferee of the interests receiving a certificate so endorsed, or of uncertificated interests where such a notation has been made, acquires only the rights in the partnership as the original partner holding the interests had immediately after the service of a demand for payment of the fair cash value of the interests. A request under this division by the partnership is not an admission by it that the holder of the interest is entitled to relief under this section.

(F) Unless the partnership agreement of the constituent domestic partnership in which the dissenting partner was a partner provides a reasonable basis for determining and paying the fair cash value of the interests as to which the dissenting partner seeks relief or unless that partnership and the dissenting partner have come to an agreement on the fair cash value of the interests as to which the dissenting partner seeks relief, the dissenting partner or the partnership, which in the case of a merger or consolidation may be the surviving or new entity, or in the case of a conversion may be the converted entity, within ninety days after the service of the demand by the dissenting partner, may file a complaint under section 1775.51 of the Revised Code. The complaint shall be filed in the court of common pleas of the county in which the principal office of the partnership that issued the interests is located or was located when the proposal of merger , consolidation, or conversion was adopted by the partners of the partnership. Other dissenting partners, within that ninety-day period, may join as plaintiffs or may be joined as defendants in any such proceeding, and any two or more such proceedings may be consolidated.

(G) The right and obligation of a dissenting partner to receive fair cash value and to sell such interests as to which the dissenting partner seeks relief and the right and obligation of the domestic partnership to purchase such interests and to pay the fair cash value of them terminate if any of the following applies:

(1) The dissenting partner has not complied with this section, unless the partnership waives such failure.

(2) The partnership abandons the merger , consolidation, or conversion or is finally enjoined or prevented from carrying it out, or the partners rescind their adoption or approval of the merger , consolidation, or conversion.

(3) The dissenting partner withdraws the dissenting partner's demand, with the consent of the partnership.

(4) All of the following apply:

(a) The partnership agreement of the constituent domestic partnership in which the dissenting partner was a partner does not provide a reasonable basis for determining and paying the dissenting partner the fair cash value of the dissenting partner's interest.

(b) The partnership and the dissenting partner have not agreed upon the fair cash value of the interest.

(c) Neither the dissenting partner nor the partnership has filed or joined in a complaint under division (F) of this section within the period provided in that division.

(H) Unless otherwise provided in the partnership agreement of the constituent domestic partnership in which the dissenting partner was a partner, from the time the dissenting partner gives the demand until either the termination of the rights and obligations arising from it or the purchase of the interests by the partnership, all other rights accruing from such interests, including voting or distribution rights, are suspended. If, during the suspension, any distribution is paid in money upon interests of that class or any dividend, distribution, or interest is paid in money upon any securities issued in extinguishment of, or in substitution for, such interest, an amount equal to the dividend, distribution, or interest that, except for the suspension, would have been payable upon such interests or securities shall be paid to the holder of record as a credit upon the fair cash value of the interests. If the right to receive fair cash value is terminated other than by the purchase of the interests by the partnership, all rights of the dissenting partner shall be restored and all distributions that, except for the suspension, would have been made shall be made to the holder of record of the interests at the time of termination.

Effective Date: 07-05-2002; 10-12-2006; 2008 HB332 01-01-2010

1775.51 Dissenting partner's complaint.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) When authorized by division (F) of section 1775.50 of the Revised Code, a dissenting partner or partnership may file a complaint under this section demanding the relief described in this section. A complaint filed under this section shall contain a brief statement of the facts, including the vote or action by the partners and the facts entitling the dissenting partner to the relief demanded. No answer to a complaint is required. Upon the filing of a complaint, the court, on motion of the petitioner, shall enter an order fixing a date for a hearing on the complaint and requiring that a copy of the complaint and a notice of the filing and of the date for the hearing be given to the respondent or defendant in the manner in which summons is required to be served or substituted service is required to be made in other cases. On the date fixed for the hearing on the complaint or any adjournment of it, the court shall determine from the complaint and from evidence submitted by either party whether the dissenting partner is entitled to be paid the fair cash value of any interests and, if so, the number and class of the interests. If the court finds that the dissenting partner is so entitled, it may appoint one or more persons as appraisers to receive evidence and to recommend a decision on the amount of the fair cash value. The appraisers have power and authority specified in the order of their appointment. The court thereupon shall make a finding as to the fair cash value of the interests and shall render judgment against the partnership for the payment of it, with interest at a rate and from a date as the court considers equitable. The costs of the proceeding, including reasonable compensation to the appraisers to be fixed by the court, shall be assessed or apportioned as the court considers equitable. The proceeding is a special proceeding and final orders in it may be vacated, modified, or reversed on appeal pursuant to the Rules of Appellate Procedure and, to the extent not in conflict with those rules, Chapter 2505. of the Revised Code. If, during the pendency of any proceeding under this section, a suit or proceeding is or has been instituted to enjoin or otherwise to prevent the carrying out of the action as to which the partner has dissented, the proceeding instituted under this section shall be stayed until the final determination of the other suit or proceeding. Unless any provision of division (G) of section 1775.50 of the Revised Code is applicable, the fair cash value of the interests that is agreed upon by the parties or fixed under this section shall be paid within thirty days after the date of final determination of such value under this division or the consummation of the merger , consolidation, or conversion, whichever occurs last. Upon the occurrence of the last event, payment shall be made immediately to a holder of uncertificated interests entitled to payment. In the case of holders of interests represented by certificates, payment shall be made only upon and simultaneously with the surrender to the domestic partnership of the certificates representing the interests for which the payment is made.

(B) If the proposal of merger , consolidation, or conversion was submitted to the partners of the partnership for a vote at a meeting, fair cash value as to those partners shall be determined as of the day before the day on which the vote by the partners was taken. If the proposal was submitted to the partners for written approval or other action, fair cash value as to those partners shall be determined as of the day before the day on which the request for the approval or action was sent. The fair cash value of an interest for purposes of this section is the amount that a willing seller who is under no compulsion to sell would be willing to accept and that a willing buyer who is under no compulsion to purchase would be willing to pay, but the fair cash value paid to any partner shall not exceed the amount specified in the demand of that partner. In computing fair cash value, any appreciation or depreciation in market value resulting from the merger , consolidation, or conversion shall be excluded.

Effective Date: 07-05-2002; 10-12-2006; 2008 HB332 01-01-2010

1775.52 Judgment creditors.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

If a domestic partnership is a constituent entity to a merger or consolidation that has become effective, and the domestic partnership is not the surviving or resulting entity of the merger or consolidation, or if a domestic partnership is the converting entity in a conversion, a judgment creditor of a partner of that domestic partnership shall not levy execution against the assets of the partner to satisfy a judgment based on a claim against the surviving or resulting entity of the merger , consolidation, or conversion unless any of the following applies:

(A) The claim is for an obligation of the domestic partnership for which the partner is liable as provided in this chapter and one of the following applies:

(1) A judgment based on the same claim has been obtained against the surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion and a writ of execution on the judgment has been returned unsatisfied in whole or in part.

(2) The surviving or resulting entity of the merger , consolidation, or conversion is a debtor in bankruptcy.

(3) The partner has agreed that the creditor need not exhaust the assets of the domestic partnership that was not the surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion.

(4) The partner has agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion.

(B) A court grants permission to the judgment creditor to levy execution against the assets of the partner based on a finding that the assets of the surviving or resulting entity of the merger , consolidation, or conversion that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers.

(C) Liability is imposed on the partner by law or contract independent of the existence of the surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion.

Effective Date: 07-05-2002; 10-12-2006; 2008 HB332 01-01-2010

1775.53 Conversion of another entity into domestic partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign entity other than a domestic partnership may be converted into a domestic partnership. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converting entity exists.

(B)

(1) The written declaration of conversion shall set forth all of the following:

(a) The name and form of entity that is being converted, the name of the entity into which the entity will be converted, and the jurisdiction of formation of the converting entity;

(b) If the converted entity is a limited liability partnership, its registration application;

(c) The partnership agreement of the converted domestic partnership or a provision that the written agreement of the converting entity, a copy of which shall be attached to the declaration of conversion, with any amendments that are set forth in the declaration of conversion, is the agreement of the converted domestic partnership;

(d) The general partners of the converted partnership;

(e) All statements and matters required to be set forth in an instrument of conversion by the laws under which the converting entity exists;

(f) The terms of the conversion; the mode of carrying them into effect; and the manner and basis of converting the interests or shares of the converting entity into, or substituting the interests or shares in the converting entity for, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of interests, evidences of indebtedness, other securities, cash, rights, or any other property of the converted partnership.

(2) No conversion or substitution described in this section shall be effected if there are reasonable grounds to believe that the conversion or substitution would render the converted partnership unable to pay its obligations as they become due in the usual course of its affairs.

(C) The written declaration of conversion may set forth any of the following:

(1) The effective date of the conversion, which date may be on or after the date of the filing of the certificate of conversion pursuant to section 1775.55 of the Revised Code;

(2) A provision authorizing the converting entity to abandon the proposed conversion by action of authorized representatives of the converting entity taken prior to the filing of the certificate of conversion pursuant to section 1775.55 of the Revised Code;

(3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting entity at the time of the conversion;

(4) The parties to the declaration of conversion in addition to the converting entity;

(5) Any additional provision necessary or desirable with respect to the proposed conversion or the converted entity.

(D) At any time before the filing of the certificate of conversion pursuant to section 1775.55 of the Revised Code, the conversion may be abandoned by any representatives authorized to do so by the declaration of conversion, or by the same vote as was required to adopt the declaration of conversion.

(E) Unless the converted entity is a limited liability partnership, each person that will be a partner of the partnership that is the converted entity specifically shall agree in writing to be a partner in the partnership that is the converted entity.

Effective Date: 10-12-2006; 2008 HB332 01-01-2010

1775.54 Conversion of domestic partnership into another entity.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic partnership may be converted into a domestic or foreign entity other than a domestic partnership. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converted entity will exist.

(B)

(1) The written declaration of conversion shall set forth all of the following:

(a) The name and form of entity that is being converted, the name of the entity into which the entity will be converted, the form of the converted entity, and the jurisdiction of formation of the converted entity;

(b) If the converted entity is a domestic entity, the complete terms of all documents required under the applicable chapter of the Revised Code to form the converted entity;

(c) If the converted entity is a foreign entity, all of the following:

(i) The complete terms of all documents required under the law of its formation to form the converted entity;

(ii) The consent of the converted entity to be sued and served with process in this state, and the irrevocable appointment of the secretary of state as the agent of the converted entity to accept service of process in this state to enforce against the converted entity any obligation of the converting partnership or to enforce the rights of a dissenting partner of the converting partnership;

(iii) If the converted entity desires to transact business in this state, the information required to qualify or be licensed under the applicable chapter of the Revised Code;

(d) All other statements and matters required to be set forth in the declaration of conversion by the applicable chapter of the Revised Code if the converted entity is a domestic entity, or by the laws under which the converted entity will be formed, if the converted entity is a foreign entity;

(e) The terms of the conversion; the mode of carrying them into effect; and the manner and basis of converting the interests or shares of the converting partnership into, or substituting the interests in the converting partnership for, interests, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of interests, evidences of indebtedness, other securities, cash, rights, or any other property of the converted entity.

(2) No conversion or substitution described in this section shall be effected if there are reasonable grounds to believe that the conversion or substitution would render the converted entity unable to pay its obligations as they become due in the usual course of its affairs.

(C) The written declaration of conversion may set forth any of the following:

(1) The effective date of the conversion, which date may be on or after the date of the filing of the certificate of conversion pursuant to section 1775.55 of the Revised Code;

(2) A provision authorizing the converting partnership to abandon the proposed conversion by action of the partners of the converting partnership taken prior to the filing of the certificate of conversion pursuant to section 1775.55 of the Revised Code;

(3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting partnership at the time of the conversion;

(4) The parties to the declaration of conversion in addition to the converting entity;

(5) Any additional provision necessary or desirable with respect to the proposed conversion or the converted entity.

(D) The partners of the converting partnership must adopt the declaration of conversion to effect the conversion.

(E)

(1) All partners, whether or not they are entitled to vote or act, shall be given written notice of any meeting of partners of a partnership or of any proposed action by the partners, which meeting or action is to adopt a declaration of conversion. The notice shall be given to the partners either as provided in writing in the partnership agreement or by mail at the partners' addresses as they appear on the records of the partnership, or in person. Unless the partnership agreement provides a shorter or longer period, notice shall be given not less than seven and not more than sixty days before the meeting or the effective date of the action.

(2) The notice described in division (E)(1) of this section shall be accompanied by a copy or a summary of the material provisions of the declaration of conversion.

(F) The unanimous vote or action of the partners of a converting partnership, or a different number or proportion as provided in writing in the partnership agreement, is required to adopt a declaration of conversion.

If the declaration of conversion would have an effect or authorize any action that under any applicable law or the partnership agreement could be effected or authorized only by or pursuant to a specified vote or action of the partners, or of any class or group of partners, the declaration of conversion also must be adopted or approved by the same vote or action as would be required to effect that change or authorize that action.

(G)

(1) At any time before the filing of the certificate of conversion pursuant to section 1775.55 of the Revised Code, the conversion may be abandoned by all of the partners of the converting partnership or by any representatives authorized to do so by the declaration of conversion, or by the same vote as was required to adopt the declaration of conversion.

(2) The declaration of conversion may contain a provision authorizing less than all of the partners to amend the declaration of conversion at any time before the filing of the certificate of conversion pursuant to section 1775.55 of the Revised Code, except that, after the adoption of the declaration of conversion by the partners, less than all the partners are not authorized to amend the declaration of conversion to do any of the following:

(a) Alter or change the amount or kind of interests, shares, evidences of indebtedness, other securities, cash rights, or any other property to be received by the partners of the converting partnership in conversion of, or substitution for, their interests;

(b) Alter or change any term of the organizational documents of the converted entity except for alterations or changes that are adopted with the vote or action of the persons the vote or action of which would be required for the alteration or change after the conversion;

(c) Alter or change any other terms and conditions of the declaration of conversion if any of the alterations or changes, alone or in the aggregate, materially and adversely would affect the partners or any class or group of partners of the converting partnership.

Effective Date: 10-12-2006; 2008 HB332 01-01-2010

1775.55 Filing of certificate of conversion - effective date.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Upon the adoption of a declaration of conversion pursuant to section 1775.53 or 1775.54 of the Revised Code, or at a later time as authorized by the declaration of conversion, a certificate of conversion that is signed by an authorized representative of the converting entity shall be filed with the secretary of state. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the information required by this section.

(B)

(1) The certificate of conversion shall set forth all of the following:

(a) The name and the form of entity of the converting entity and the state under the laws of which the converting entity exists;

(b) A statement that the converting entity has complied with all of the laws under which it exists and that those laws permit the conversion;

(c) The name and mailing address of the person or entity that is to provide a copy of the declaration of conversion in response to any written request made by a shareholder, partner, or member of the converting entity;

(d) The effective date of the conversion, which date may be on or after the date of the filing of the certificate pursuant to this section;

(e) The signature of the representative or representatives authorized to sign the certificate on behalf of the converting entity and the office held or the capacity in which the representative is acting;

(f) A statement that the declaration of conversion is authorized on behalf of the converting entity and that each person that signed the certificate on behalf of the converting entity is authorized to do so;

(g) The name and the form of the converted entity and the state under the laws of which the converted entity will exist;

(h) If the converted entity is a foreign entity that will not be licensed in this state, the name and address of the statutory agent upon whom any process, notice, or demand may be served.

(2) In the case of a conversion into a new domestic corporation, limited liability company, limited partnership, or other partnership, any organizational document that would be filed upon the creation of the converted entity shall be filed with the certificate of conversion.

(3) If the converted entity is a foreign entity that desires to transact business in this state, the certificate of conversion shall be accompanied by the information required by division (B)(7), (8), (9), or (10) of section 1775.46 of the Revised Code.

(4) If a foreign or domestic corporation licensed to transact business in this state is the converting entity, the certificate of conversion shall be accompanied by the affidavits, receipts, certificates or other evidence required by division (H) of section 1701.86 of the Revised Code with respect to a converting domestic corporation, or by the affidavits, receipts, certificates or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code with respect to a foreign corporation.

(C) If the converting entity or the converted entity is organized or formed under the laws of a state other than this state or under any chapter of the Revised Code other than this chapter, all documents required to be filed in connection with the conversion by the laws of that state or that chapter also shall be filed in the proper office.

(D) Upon the filing of a certificate of conversion and other filings required by division (C) of this section, or at any later date that the certificate of conversion specifies, the conversion is effective, subject to the limitation that no conversion shall be effected if there are reasonable grounds to believe that the conversion would render the converted entity unable to pay its obligations as they become due in the usual course of its affairs.

(E) The secretary of state shall furnish, upon request and payment of the fee specified in division (K)(2) of section 111.16 of the Revised Code, the secretary of state's certificate setting forth all of the following:

(1) The name and form of entity of the converting entity and the state under the laws of which it existed prior to the conversion;

(2) The name and the form of entity of the converted entity and the state under the law of which it will exist;

(3) The date of filing of the certificate of conversion with the secretary of state and the effective date of the conversion.

(F) The certificate of the secretary of state, or a copy of the certificate of conversion certified by the secretary of state, may be filed for record in the office of the recorder of any county in this state and, if filed, shall be recorded in the records of deeds for that county. For the recording, the county recorder shall charge and collect the same fee as in the case of deeds.

Effective Date: 10-21-2006; 2008 HB332 01-01-2010

1775.56 Legal effect of conversion - action to set aside.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Upon a conversion becoming effective, all of the following apply:

(1) The converting entity is continued in the converted entity.

(2) The converted entity exists, and the converting entity ceases to exist.

(3) The converted entity possesses both of the following, and both of the following continue in the converted entity without any further act or deed:

(a) Except to the extent limited by requirements of applicable law, both of the following:

(i) All assets and property of every description of the converting entity and every interest in the assets and property of the converting entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in the converting entity does not revert or in any way is impaired by reason of the conversion.

(ii) The rights, privileges, immunities, powers, franchises, and authority, whether of a public or a private nature, of the converting entity.

(b) All obligations belonging or due to the converting entity.

(4) All the rights of creditors of the converting entity are preserved unimpaired, and all liens upon the property of the converting entity are preserved unimpaired. If a general partner of a converting partnership is not a general partner of the entity resulting from the conversion, then the former general partner has no liability for any obligation incurred after the conversion except to the extent that a former creditor of the converting partnership in which the former general partner was a general partner extends credit to the converted entity reasonably believing that the former general partner continues as a general partner of the converted entity.

(B) If a general partner of a converting partnership is not a general partner of the entity resulting from the conversion, then unless that general partner agrees otherwise in writing, the general partner shall be indemnified by the converted entity against all present or future liabilities of the converting partnership of which the general partner was a general partner. Liabilities of the converting partnership, for purposes of division (B) of this section, include any amount payable pursuant to section 1775.50 of the Revised Code to a partner of the converting partnership.

(C) In the case of a conversion into a foreign corporation, limited liability company, or partnership that is not licensed or registered to transact business in this state, if the converted entity intends to transact business in this state, and the certificate of conversion is accompanied by the information described in division (B)(4) of section 1775.47 of the Revised Code, then on the effective date of the conversion, the converted entity is considered to have complied with the requirements for procuring a license or for registration to transact business in this state as a foreign corporation, limited liability company, limited partnership, or limited liability partnership as the case may be. In such a case, a copy of the certificate of conversion certified by the secretary of state constitutes the license certificate prescribed for a foreign corporation or the application for registration prescribed for a foreign limited liability company, foreign limited partnership, or foreign limited liability partnership.

(D) Any action to set aside any conversion on the ground that any section of the Revised Code applicable to the conversion has not been complied with shall be brought within ninety days after the effective date of the conversion or is forever barred.

(E) In the case of a converting or converted entity organized or existing under the laws of any state other than this state, this section is subject to the laws of the state under which that entity exists or in which it has property.

Effective Date: 10-12-2006; 2008 HB332 01-01-2010

1775.61 Registration application for domestic limited liability partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) To become a domestic limited liability partnership, a partnership shall file with the secretary of state a registration application on a form prescribed by the secretary of state that contains only the following information:

(1) The name of the partnership;

(2) The address of the partnership's principal office, or, if the partnership's principal office is not located in this state, the address of the partnership office filing for registration and the name and address of a statutory agent for service of process within this state;

(3) A brief statement of the business in which the partnership engages;

(4) A statement indicating that the partnership is applying for status as a limited liability partnership;

(5) The effective date of the registration, which date may be on or after the date of the filing of the registration application.

(B) Every partnership filing a registration application whose principal place of business is not in this state shall have and maintain a statutory agent upon whom any process, notice, or demand may be served.

(C) The registration application shall be executed by a majority in interest of the partners or by one or more partners authorized by the partnership to execute a registration application.

(D) The registration application shall be accompanied by the application fee specified in division (F) of section 111.16 of the Revised Code.

(E) The secretary of state shall register as a registered limited liability partnership, any partnership that submits a completed registration application with the required fee.

(F) The partnership becomes a registered limited liability partnership upon filing its completed registration application and the required fee with the secretary of state or at any later date or time specified in the registration application. The status of a partnership as a limited liability partnership shall not be adversely affected by minor errors or subsequent changes in the information provided in a registration application filed pursuant to division (A) of this section.

(G) If any statement in the application for registration of a domestic limited liability partnership was materially false when made or if any facts described have changed, thereby making the application inaccurate in any material respect, the domestic limited liability partnership shall promptly file with the secretary of state a certificate correcting the application on a form prescribed by the secretary of state and the certificate shall be signed by one or more partners authorized by the partnership to execute such a statement of correction.

(H) Registration as a domestic limited liability partnership ceases if either of the following occurs:

(1) The registration is voluntarily withdrawn by filing with the secretary of state, on a form prescribed by the secretary of state, a written withdrawal notice executed by a majority in interest of the partners or by one or more partners authorized by the partnership to execute a withdrawal notice;

(2) The registration is canceled by the secretary of state pursuant to section 1775.63 of the Revised Code.

Effective Date: 07-29-1998; 2008 HB332 01-01-2010

1775.62 Name.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) The name of a domestic registered limited liability partnership shall contain the words "registered partnership having limited liability" or "limited liability partnership," or the abbreviation "P.L.L.," "PLL", "L.L.P.," or "LLP" as the last words or letters of its name.

(B) The name of a foreign limited liability partnership doing business in this state shall contain one of the following as the last words or letters of its name:

(1) The words "registered limited liability partnership" or "limited liability partnership";

(2) The abbreviation "P.L.L.," "PLL," "L.L.P.," or "LLP";

(3) Other similar words or abbreviations that are required or authorized by the laws of the state where the partnership was formed.

(C) The name of a domestic registered limited liability partnership or foreign limited liability partnership shall be distinguishable upon the records in the office of the secretary of state from all of the following:

(1) The name of any other limited liability partnership registered in the office of the secretary of state pursuant to this chapter, whether domestic or foreign;

(2) The name of any domestic corporation that is formed under Chapter 1701. or 1702. of the Revised Code or any foreign corporation that is registered pursuant to Chapter 1703. of the Revised Code;

(3) The name of any limited liability company registered in the office of the secretary of state pursuant to Chapter 1705. of the Revised Code, whether domestic or foreign;

(4) The name of any limited partnership registered in the office of the secretary of state pursuant to Chapter 1782. of the Revised Code, whether domestic or foreign;

(5) Any trade name the exclusive right to which is at the time in question registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code.

Effective Date: 07-29-1998; 2008 HB332 01-01-2010

1775.63 Biennial report.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) A domestic limited liability partnership or foreign registered limited liability partnership shall, biennially during the month of July in odd-numbered years, file a report with the office of the secretary of state verifying and, if necessary, updating, as of the thirtieth day of June of that year, the information contained in the registration application required by division (A) of sections 1775.61 and 1775.64 of the Revised Code. The report shall be made on a form prescribed and furnished by the secretary of state and shall be signed by a majority in interest of the partners or by one or more partners authorized by the partnership to execute the report.

(B) If a domestic limited liability partnership or foreign registered limited liability partnership fails to file the report in accordance with division (A) of this section, the secretary of state shall give notice of the failure by certified mail to the last known address of the partnership or its statutory agent. If the report is not filed within thirty days after the mailing of the notice, the secretary of state shall, upon the expiration of that period, cancel the registration of the partnership, give notice of the cancellation to the partnership by regular mail to the last known address of the partnership or its statutory agent, and make a notation of the cancellation on the secretary of state's records.

(C) A domestic limited liability partnership or foreign registered limited liability partnership whose registration has been canceled pursuant to division (B) of this section may be reinstated by filing an application for reinstatement, together with the required report or reports, and by paying the reinstatement fee specified in division (Q) of section 111.16 of the Revised Code. The secretary of state shall inform the tax commissioner of all cancellations and reinstatements under this section.

Effective Date: 06-06-2001; 2008 HB332 01-01-2010

1775.64 Registration application for foreign limited liability partnership.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A) Before transacting business in this state, a foreign limited liability partnership shall file a registration application with the secretary of state. The application shall be on a form prescribed by the secretary of state and shall set forth only the following information:

(1) The name of the partnership;

(2) The jurisdiction pursuant to the laws of which it was organized as a limited liability partnership;

(3) The address of its principal office or, if the partnership's principal office is not located in this state, the address of a registered office;

(4) The name and address of its agent for service of process in this state;

(5) A brief statement of the business in which the partnership engages.

(B) A registration application shall be accompanied by the application fee specified in division (F) of section 111.16 of the Revised Code.

(C) A foreign limited liability partnership transacting business in this state shall comply with the name, correction, and reporting requirements set forth in division (G) of section 1775.61 , divisions (B) and (C) of section 1775.62 , and section 1775.63 of the Revised Code and shall comply with any statutory or administrative registration or filing requirements governing the specific type of business in which the partnership engages.

(D) The secretary of state shall register as a foreign limited liability partnership, any foreign limited liability partnership that submits a completed registration application with the required fee.

(E) Registration as a foreign limited liability partnership ceases if the registration is voluntarily withdrawn by filing with the secretary of state, on a form prescribed by the secretary of state, a written withdrawal notice signed by one or more partners authorized by the partnership to execute a withdrawal notice.

Effective Date: 05-16-2002; 2008 HB332 01-01-2010

1775.65 Statutory agent - failure to register or maintain agent.

Effective January 1, 2010, Chapter 1775 is repealed and no longer governs partnerships. 2008 HB332.

(A)

(1) Every foreign limited liability partnership registered pursuant to section 1775.64 of the Revised Code shall appoint and maintain a statutory agent upon whom any process, notice, or demand may be served. The agent shall be an individual who is a resident of this state, a domestic corporation, or a foreign corporation having a place of business in, and authorized to do business in, this state.

(2) A foreign limited liability partnership, by transacting business in this state without registration, hereby appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

(B) The failure of a foreign limited liability partnership to register with the secretary of state pursuant to section 1775.64 of the Revised Code or to appoint and maintain a statutory agent pursuant to this section does not affect the liability of the partners, impair the validity of any contract or act of the foreign limited liability partnership, or prevent the foreign limited liability partnership from defending any action or proceeding in this state. However, a foreign limited liability partnership that has not registered with the secretary of state in accordance with section 1775.64 of the Revised Code may not maintain any action or proceeding in any court of this state until the partnership has registered with the secretary of state in accordance with section 1775.64 of the Revised Code.

Effective Date: 10-04-1996; 2008 HB332 01-01-2010

1775.66 Application of chapter.

(A) This chapter does not govern any partnership on and after the first day of January, 2010.

(B) This chapter does not govern any partnership that is formed on or after the first day of January, 2009. Chapter 1776. of the Revised Code governs any partnership formed on or after that date.

(C) This chapter does not govern any partnership that elects to be governed by Chapter 1776. of the Revised Code pursuant to procedures in division (C) of section 1776.95 of the Revised Code, on and after the date the partnership elects to be governed by that chapter.

Effective Date: 2008 HB332 08-06-2008