Chapter 1777: PARTNERSHIPS - FRAUDS; FICTITIOUS NAMES

1777.01 Fraud in partnership affairs.

Effective January 1, 2010, Chapter 1777 is repealed and no longer governs partnerships. 2008 HB332.

Any partner who commits fraud in the affairs of the partnership is liable in damages to the parties injured by the fraud.

Effective Date: 07-01-1996; 2008 HB332 01-01-2010

1777.02 Certificate required where a firm name does not include all partners.

Effective January 1, 2010, Chapter 1777 is repealed and no longer governs partnerships. 2008 HB332.

Except as provided in this section, every partnership transacting business in this state under a fictitious name, or under a designation not showing the names of the persons interested as partners in the partnership, shall file for record, with the county recorder of the county in which its principal office or place of business is situated and of each county in which it owns real property, a certificate to be recorded and indexed by the recorder, stating the names in full of all the members of the partnership and their places of residence. The county auditor shall not transfer, and the county recorder shall not record, any conveyance of real property to or from any such partnership, unless the instrument is endorsed by the county recorder, showing that the partnership has filed and the county recorder has recorded the certificate required by this section. For the recording and indexing of each certificate required by this section, the recorder shall charge the partnership filing the certificate the fee indicated by section 317.32 of the Revised Code.

The certificate shall be signed by the partners and acknowledged by some officer authorized to take acknowledgments of deeds, except that in the case of a joint stock company or a commercial partnership whose capital stock is represented by shares or certificates of stock transferable on the books of the concern and whose business is conducted by a board of directors and by officers, any authorized officer of such company or partnership may sign and acknowledge the certificate, giving in it the names of all the persons interested as partners or shareholders in such company or partnership, and except that a domestic or foreign limited partnership that is formed under or registered pursuant to Chapter 1782. of the Revised Code or a domestic or foreign limited liability partnership that is organized under or registered pursuant to Chapter 1775. of the Revised Code need not file a certificate pursuant to this section.

A commercial partnership established and transacting business outside the United States, without filing the certificate prescribed in this section, may use in this state the partnership name used by it there, although such name is fictitious or does not show the names of the persons interested as partners in the business.

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

1777.03 New certificate on change in membership.

Effective January 1, 2010, Chapter 1777 is repealed and no longer governs partnerships. 2008 HB332.

On every change of the members of a partnership required to file a certificate pursuant to section 1777.02 of the Revised Code, except in the case of a banking partnership established and transacting business outside the United States, a new certificate shall be filed for record with the county recorder as required by section 1777.02 of the Revised Code on the change of members; but in the case of a joint stock company or a banking partnership, it is sufficient if the certificate is filed once in each year, on or before the first Monday in April. For the recording and indexing of each certificate required by this section, the recorder shall charge the partnership filing the certificate the fee indicated by section 317.32 of the Revised Code.

Effective Date: 07-01-1994; 2008 HB332 01-01-2010

1777.04 Effect of failure to file certificate.

Effective January 1, 2010, Chapter 1777 is repealed and no longer governs partnerships. 2008 HB332.

No persons doing business as partners contrary to sections 1777.02 , 1777.03 , and 1777.05 of the Revised Code shall commence or maintain an action on or on account of any contracts made or transactions had in their partnership name in any court of this state until they first file the certificate required by such sections; but if such partners at any time comply with such sections, then they may commence an action, or if one has been commenced they may maintain it, on any such partnership contracts and transactions entered into prior to as well as after such compliance. If any member of a partnership dies before such certificate is filed, the surviving partners may file such certificate, and it shall have the same effect as if it had been filed by the members of said partnership before the death of said partner.

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

1777.05 Register of partnerships.

Effective January 1, 2010, Chapter 1777 is repealed and no longer governs partnerships. 2008 HB332.

Every county recorder must keep a register of the names of firms and persons mentioned in the partnership certificates filed in his office, entering in alphabetical order the name of every such partnership, and of each partner interested therein.

Effective Date: 03-15-1979; 2008 HB332 01-01-2010

1777.06 Evidence.

Effective January 1, 2010, Chapter 1777 is repealed and no longer governs partnerships. 2008 HB332.

Copies of the entries of a county recorder, made as directed in section 1777.05 of the Revised Code, when certified by him, are presumptive evidence of the facts therein stated.

Effective Date: 03-15-1979; 2008 HB332 01-01-2010

1777.07 Application of chapter to partnerships.

(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

1777.99 [Repealed].

Effective Date: 07-01-1996