Chapter 1782: LIMITED PARTNERSHIPS

1782.01 Limited partnership definitions.

Unless the context requires a different meaning, as used in this chapter:

(A) "Certificate of limited partnership" means the certificate referred to in section 1782.08 of the Revised Code, and the certificate as amended or restated.

(B) "Contribution" means any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in his capacity as a partner.

(C) "Entity" means any of the following:

(1) A for profit corporation organized 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.

(D) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 1782.23 of the Revised Code.

(E) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state.

(F) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

(G) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

(H) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this state, having as members one or more general partners and one or more limited partners.

(I) "Liquidating trustee" means a person, other than a general partner but including a limited partner, who is carrying out the winding up of a limited partnership.

(J) "Partner" means a limited or general partner.

(K) "Partnership agreement" means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business.

(L) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(M) "Person" means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity.

Effective Date: 07-01-1994

1782.02 Name.

(A) The name of any limited partnership, as set forth in its certificate of limited partnership, shall include "Limited Partnership," "L.P.," "Limited," or "Ltd." and shall not contain the name of a limited partner unless either of the following are true:

(1) It is also the name of a general partner;

(2) The business of the limited partnership had been carried on under that name before the admission of that limited partner.

(B) The name of a limited 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 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 liability partnership registered in the office of the secretary of state pursuant to Chapter 1775. or 1776. 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 08-06-2008

1782.04 Statutory agent.

(A) Each limited partnership shall maintain continuously in this state an agent for service of process on the limited partnership. The agent shall be one of the following:

(1) A natural person who is a resident of this state ;

(2) A domestic or foreign corporation , nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state.

(B) The secretary of state shall not accept a certificate of limited partnership for filing unless there is filed with the certificate a written appointment of an agent that is signed by the general partners of the limited partnership and a written acceptance of the appointment that is signed by the agent, or unless there is filed a written appointment of an agent that is signed by any authorized officer of the limited partnership and a written acceptance of the appointment that is either the original acceptance signed by the agent or a photocopy, facsimile, or similar reproduction of the original acceptance signed by the agent.

In the discretion of the secretary of state, an original appointment of statutory agent may be submitted on the same form as the certificate of limited partnership but shall not be considered a part of the certificate.

(C) The written appointment of an agent shall set forth the name and address in this state of the agent, including the street and number or other particular description, and shall otherwise be in the form the secretary of state prescribes. The secretary of state shall keep a record of the names of limited partnerships, and the names and addresses of their respective agents.

(D) If any agent dies, removes from the state, or resigns, the limited partnership shall forthwith appoint another agent and file with the secretary of state, on a form prescribed by the secretary of state, a written appointment of the new agent.

(E) If the agent changes the agent's address from that appearing upon the record in the office of the secretary of state, the limited partnership or the agent forthwith shall file with the secretary of state, on a form prescribed by the secretary of state, a written statement setting forth the new address.

(F) An agent may resign by filing with the secretary of state, on a form prescribed by the secretary of state, a written notice to that effect that is signed by the agent and by sending a copy of the notice to the limited partnership at its current or last known address or its principal office on or prior to the date the notice is filed with the secretary of state. The notice shall set forth the name of the limited partnership, the name and current address of the agent, the current or last known address, including the street and number or other particular description, of the limited partnership's principal office, the resignation of the agent, and a statement that a copy of the notice has been sent to the limited partnership within the time and in the manner prescribed by this division. Upon the expiration of thirty days after the filing, the authority of the agent shall terminate.

(G) A limited partnership may revoke the appointment of an agent by filing with the secretary of state, on a form prescribed by the secretary of state, a written appointment of another agent and a statement that the appointment of the former agent is revoked.

(H) Except when an original appointment of an agent is filed with the certificate of limited partnership, a written appointment of an agent or a written statement filed by a limited partnership with the secretary of state shall be signed by any authorized officer of the limited partnership, or the general partners of the limited partnership, or a majority of them.

Amended by 130th General Assembly File No. 62, SB 98, §1, eff. 2/18/2014.

Effective Date: 06-06-2001

1782.05 Records to be kept at principal office - copies provided to agent where office outside Ohio.

(A) Each limited partnership shall keep at its principal office, which need not be in this state, all of the following:

(1) A current list of the full name and last known business or residence address of each partner, separately listing and identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;

(2) A copy of the certificate of limited partnership and all certificates of amendment to it, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;

(3) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(4) Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years;

(5) Unless contained in any then-effective written partnership agreement, a writing setting forth all of the following:

(a) The amount of cash and a description and statement of the agreed value of the other property or services that each partner has contributed and that each partner has agreed to contribute;

(b) Each time at which and each event on the happening of which any additional contribution agreed to be made by each partner is to be made;

(c) Any right of a partner to receive, or of a general partner to make, any distribution to a partner that includes a return of all or any part of the partner's contribution;

(d) Each event upon the happening of which the limited partnership is to be dissolved and its affairs wound up.

(B) Records required to be kept pursuant to division (A) of this section shall be subject to the provisions of section 1782.21 of the Revised Code.

(C) If the principal office of a limited partnership is not located in this state, the limited partnership shall provide to its agent a copy of the records required by division (A)(1) of this section. The agent shall maintain the copy at its office in this state.

Effective Date: 07-01-1994

1782.06 Scope of business.

A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking and insurance.

Effective Date: 04-01-1985

1782.07 Partner's transactions with partnership.

Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, except as otherwise provided by law, has the same rights and obligations with respect to such loans and transactions as a person who is not a partner.

Effective Date: 07-01-1994

1782.08 Certificate of limited partnership required - filing, contents.

(A) To form a limited partnership, a certificate of limited partnership shall be executed and filed with the secretary of state, as provided in section 1782.13 of the Revised Code. The certificate shall be on a form prescribed by the secretary of state and shall set forth all of the following:

(1) The name of the limited partnership;

(2) The address of the principal place of business of the limited partnership;

(3) The name and business or residence address of each general partner;

(4) Any other matters that the general partners determine to include in the certificate.

(B) A written appointment of a statutory agent for the purpose set forth in section 1782.04 of the Revised Code shall be filed with the certificate of limited partnership.

(C) A limited partnership is an entity formed at the time of filing the certificate of limited partnership pursuant to section 1782.13 of the Revised Code or at any later time specified in the certificate if, in either case, there has been substantial compliance with the requirements of divisions (A) and (B) of this section.

Effective Date: 06-06-2001

1782.09 Certificate of amendment - restatement of certificate.

(A) A certificate of limited partnership shall be amended by filing a certificate of amendment with the secretary of state. The certificate of amendment shall be on a form prescribed by the secretary of state and shall state all of the following:

(1) The name of the limited partnership and the file number assigned to it by the secretary of state;

(2) The date of the first filing of the certificate of limited partnership and, if different, the date of the first filing by the partnership with the secretary of state pursuant to section 1782.63 of the Revised Code;

(3) The amendment to the certificate of limited partnership.

(B) Within thirty days after the occurrence of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed pursuant to division (A) of this section:

(1) A new general partner is admitted;

(2) A general partner withdraws;

(3) The business is continued pursuant to section 1782.44 of the Revised Code after an event of withdrawal of a general partner;

(4) The address of the principal place of business of the limited partnership changes;

(5) The name of the limited partnership changes.

(C) A general partner who becomes aware that any statement in the certificate of limited partnership was materially false when made or that any arrangements or other facts described have changed, thereby making the certificate materially inaccurate, promptly shall amend the certificate.

(D) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.

(E) A person is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of an event referred to in division (B) of this section if the amendment is filed within the thirty-day period specified in that division.

(F) A certificate of limited partnership may be restated at any time by filing a restatement of the certificate of limited partnership with the secretary of state.

Effective Date: 06-06-2001

1782.10 Certificate of cancellation - amendment.

(A) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of the winding up of the partnership or at any other time there are no limited partners.

(B) A certificate of cancellation shall be filed with the secretary of state on a form prescribed by the secretary of state. It shall set forth all of the following:

(1) The name of the limited partnership and the file number assigned to it by the secretary of state;

(2) The date of the first filing of its certificate of limited partnership and, if different, the date of the first filing by the partnership with the secretary of state pursuant to section 1782.63 of the Revised Code;

(3) The reason for filing the certificate of cancellation;

(4) The effective date of cancellation, which shall be a date certain that is not earlier than the date of filing, if it is not to be effective upon the filing of the certificate;

(5) If a person other than any shown on a certificate of limited partnership as a general partner is winding up the limited partnership's affairs, the name and the business, residence, or mailing address of each liquidating trustee;

(6) Any other information the persons filing the certificate wish to include, provided that the portion of the certificate containing the other information shall not exceed three additional pages.

(C) If a person other than any shown on a certificate of limited partnership as a general partner is winding up the affairs of the limited partnership, each liquidating trustee shall execute and file a certificate of cancellation under this section.

(D) Within thirty days after the occurrence of any of the following events, an amendment to a certificate of cancellation reflecting the occurrence of the event shall be filed with the secretary of state on a form prescribed by the secretary of state:

(1) A new liquidating trustee is named;

(2) A liquidating trustee ceases to serve as such;

(3) The address of a liquidating trustee changes.

Effective Date: 07-01-1994

1782.11 Execution of certificate.

(A) A certificate required by this chapter to be filed with the secretary of state shall be executed in the following manner:

(1) An original certificate of limited partnership shall be signed by all general partners;

(2) A certificate of amendment shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner;

(3) A certificate of cancellation shall be signed by all general partners or, if the general partners are not winding up the affairs of the limited partnership, by all liquidating trustees, provided that if the limited partners are winding up the affairs of the limited partnership, a certificate of cancellation need be signed only by a majority in number of the limited partners.

(4) An amendment to a certificate of cancellation under division (D) of section 1782.10 of the Revised Code shall be signed by all liquidating trustees who will serve after the filing of the amendment and by all liquidating trustees who are named in the amendment as ceasing to serve as liquidating trustees.

(5) A certificate of disclaimer of general partner status under section 1782.20 of the Revised Code shall be signed by the limited partner who claims to have been inaccurately referred to as a general partner.

(6) A certificate of cancellation of disclaimer of general partner status under section 1782.20 of the Revised Code shall be signed by the person identified, pursuant to division (B)(3)(c) of that section, on the certificate of disclaimer of general partner status that is to be canceled.

(B) Any person may sign a certificate by an attorney-in-fact. A power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.

Effective Date: 07-01-1994

1782.12 Petition for execution of certificate.

If a person who is required by section 1782.11 of the Revised Code to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of common pleas to direct the execution of the certificate.

If the court finds that it is proper for the certificate to be executed and that any person so designated failed or refused to execute the certificate, it shall order the secretary of state to record an appropriate certificate.

Effective Date: 07-01-1994

1782.13 Filing of documents with secretary of state.

(A)

(1) Subject to section 1782.63 of the Revised Code, one signed copy of the certificate of limited partnership, any certificate of amendment, cancellation, amendment of certificate of cancellation, disclaimer of general partner status, or cancellation of disclaimer of general partner status, or any judicial decree of amendment or cancellation shall be filed with the secretary of state.

(2) A person who executes a certificate as described in division (A)(1) of this section as an agent or fiduciary is not required to exhibit evidence of the person's authority as a prerequisite to filing that certificate.

(3) Upon receipt of all filing fees required by law, the secretary of state shall accept a certificate or other document executed as described in division (A)(1) of this section for filing and shall make a copy of the certificate or other document by microfilm or by any other authorized photostatic or digitized process. Evidence of the filing shall be returned to the person filing the certificate or document.

(B) Upon the filing of a certificate of amendment or judicial decree of amendment with the secretary of state, the certificate of limited partnership shall be amended as set forth in the certificate or decree of amendment. Upon the effective date of a certificate of cancellation or a judicial decree of cancellation, the certificate of limited partnership shall be canceled.

(C) The duties imposed upon the secretary of state by this chapter are ministerial. The secretary of state shall not make any determination regarding the legal sufficiency of any certificate or other document presented for filing that appears on its face to be legally sufficient.

Effective Date: 07-29-1998

1782.14 Liability for false statement in certificate.

If any certificate of limited partnership, amendment, or cancellation contains a false statement of a material fact, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from all of the following:

(A) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, that the statement was materially false at the time the certificate was executed;

(B) Any general partner who knows or should have known that the statement had become materially false and who did not cancel or amend the certificate, or file a petition for its cancellation or amendment, within a sufficient time before the certificate was reasonably relied upon by another.

Effective Date: 07-01-1994

1782.15 Filing is notice of certain fact.

The fact that a certificate of limited partnership is on file in the office of a county recorder or with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. It is not notice of any other fact. Any certificate filed with the secretary of state on or after July 1, 1994, shall supersede all certificates filed in the office of a county recorder pursuant to this chapter or pursuant to the law governing limited partnerships that was in effect prior to April 4, 1985, with respect to such partnership.

Effective Date: 10-04-1996

1782.16 Copy of certificates to be delivered or mailed to limited partners.

Upon the return by the secretary of state, pursuant to section 1782.13 of the Revised Code, of a certificate marked "filed," the general partners promptly shall deliver or mail a copy of the certificate of limited partnership and each other certificate to each limited partner if the partnership agreement so provides.

Effective Date: 07-01-1994

1782.17 Person becomes limited partner, when - additional limited partners.

(A) A person becomes a limited partner at the time the limited partnership is formed or at any later time specified in the records of the limited partnership for becoming a limited partner.

(B) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner in the following ways:

(1) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners;

(2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 1782.42 of the Revised Code, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.

Effective Date: 07-01-1994

1782.18 Voting rights.

Subject to section 1782.19 of the Revised Code, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.

Effective Date: 04-01-1985

1782.19 Rights, powers, and liabilities of limited partners.

(A) Except as provided in division (D) of this section, a limited partner shall not become liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of the business the limited partner is liable only to persons who transact business with the limited partnership with actual knowledge of the limited partner's participation in control.

(B) A limited partner does not participate in the control of the business within the meaning of division (A) of this section solely by doing one or more of the following:

(1) Being an independent contractor for or transacting business with, including being a contractor for, or being an agent or employee of, the limited partnership or a general partner;

(2) Being an officer, director, or stockholder of a corporate general partner;

(3) Being a partner of a partnership that is a general partner of the limited partnership;

(4) Being a fiduciary or beneficiary of an estate or trust that is a general partner;

(5) Being a member, manager, or officer of a limited liability company that is a general partner of a limited partnership;

(6) Consulting with and advising a general partner with respect to any matter, including the business of the limited partnership;

(7) Acting as surety, guarantor, or endorser for the limited partnership or a general partner, borrowing money from the limited partnership or a general partner, lending money to the limited partnership or a general partner, or providing collateral for the limited partnership or a general partner;

(8) Taking any action required or permitted by law to bring, pursue, settle, or otherwise terminate a derivative action in the right of the limited partnership;

(9) Calling, requesting, attending, or participating in a meeting of partners or the limited partners;

(10)

(a) Acting or causing the taking or refraining from the taking of any action, including proposing, approving, or disapproving, by voting or otherwise, on one or more of the following matters:

(i) The dissolution and winding up of the limited partnership, or an election to continue the limited partnership, or an election to continue the business of the limited partnership;

(ii) The sale, exchange, lease, mortgage, pledge, or other transfer of or granting of a security interest in any asset or assets of the limited partnership;

(iii) The incurrence, renewal, refinancing, or payment or other discharge of indebtedness by the limited partnership;

(iv) A change in the nature of the business;

(v) The admission, removal, or retention of a general partner;

(vi) The admission, removal, or retention of a limited partner;

(vii) A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners;

(viii) An amendment to the partnership agreement or certificate of limited partnership;

(ix) The merger or consolidation of a limited partnership;

(x) In respect of a limited partnership that is registered as an investment company under the "Investment Company Act of 1940," 54 Stat. 789, 15 U.S.C. 80a-1 , et seq., as amended, any matter required by that act or the rules of the securities and exchange commission adopted under it to be approved by the holders of beneficial interests in an investment company, including the electing of directors or trustees of the investment company, the approving or terminating of investment advisory or underwriting contracts, and the approving of auditors;

(xi) The indemnification of any partner or other person;

(xii) Such other matters, stated in writing, as may be subject to the approval or disapproval of limited partners.

(b) The voting described in division (B)(10)(a) of this section may be by number, financial interest, class, group, or as otherwise provided in the partnership agreement.

(11) Winding up the limited partnership pursuant to section 1782.46 of the Revised Code;

(12) Serving on a committee of the limited partnership or the partners;

(13) Exercising any right or power that is not specifically enumerated in divisions (B)(1) to (12) of this section but that is permitted to limited partners under this chapter.

(C) Division (B) of this section shall not be read to mean that the possession or exercise of powers other than those enumerated in that division by a limited partner constitutes participation by the limited partner in the control of the business of the limited partnership.

(D) A limited partner who knowingly permits the limited partner's name to be used in the name of the limited partnership, except as permitted by division (A)(1) of section 1782.02 of the Revised Code, shall be liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner.

(E) This section does not create any right or power of limited partners. Rights and powers of limited partners may be created only by a partnership agreement or any other agreement or in writing, or by any section contained in this chapter other than this section.

Effective Date: 10-04-1996

1782.20 Erroneous belief that one is a limited partner.

(A) Except as provided in division (C) of this section, when no certificate of limited partnership has been filed, a person who contributes to a business enterprise and who erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake, the person does either of the following:

(1) Causes an appropriate certificate of limited partnership to be executed and filed;

(2) Takes the action that is necessary to withdraw from the enterprise under the provisions of Chapter 1775. or 1776. of the Revised Code.

(B) Except as provided in division (C) of this section, when a certificate of limited partnership has been filed, a person who contributes to a business enterprise and who erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, within a reasonable time after ascertaining that the filed certificate of limited partnership inaccurately refers to the person as a general partner, the person does any of the following:

(1) Causes an appropriate certificate of amendment to be executed and filed amending the filed certificate of limited partnership;

(2) Takes such action as is necessary to withdraw from the enterprise under the provisions of section 1782.32 of the Revised Code;

(3) Executes and files a certificate of disclaimer of general partner status, together with a copy of the certificate of limited partnership that inaccurately refers to the person as a general partner, in the office of the secretary of state and provides to the partnership a copy of that certificate of disclaimer. A certificate of disclaimer of general partner status shall be on a form prescribed by the secretary of state and shall include all of the following:

(a) The name of the limited partnership and the file number assigned to it by the secretary of state;

(b) The date of the filing that inaccurately refers to the person as a general partner;

(c) The name of the person who inaccurately was referred to as a general partner.

(C) A person who makes a contribution of the kind described in division (A) or (B) of this section and who knew or should have known either that no certificate of limited partnership has been filed or that a certificate of limited partnership has been filed that inaccurately refers to the person as a general partner is liable as a general partner to any third party who actually believed in good faith that the person was a general partner, but only to the extent that the third party acted in reasonable reliance on that belief and extended credit to the partnership in reasonable reliance on the credit of the person.

(D) If a person who has filed a certificate of disclaimer of general partner status pursuant to division (B)(3) of this section becomes aware that any statement in the certificate of disclaimer was materially false when made or that any arrangement or other fact described in the certificate has changed and that the certificate of disclaimer thus is materially inaccurate, the person promptly shall execute and file a certificate of cancellation of disclaimer of general partner status in the office of the secretary of state and provide a copy of that certificate of cancellation of disclaimer of general partner status to the partnership. The certificate of cancellation of disclaimer of general partner status shall be on a form prescribed by the secretary of state and shall include all of the following:

(1) The name of the limited partnership and the file number assigned to it by the secretary of state;

(2) The date on which the certificate of disclaimer of general partner status in question was filed;

(3) The name of the person identified on the certificate of disclaimer of general partner status pursuant to division (B)(3)(c) of this section.

Effective Date: 07-01-1994; 2008 HB332 08-06-2008

1782.21 Right to information.

(A)

(1) Each limited partner has the right, subject to such reasonable standards as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners from time to time and upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner, all of the following:

(a) True and full information regarding the status of the business and the financial condition of the limited partnership;

(b) Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year;

(c) A current list of the name and last known business, residence, or mailing address of each partner;

(d) A copy of any written partnership agreement and certificate of limited partnership and all amendments to the agreement and certificate, together with executed copies of any written powers of attorney pursuant to which the partnership agreement and any certificate and all amendments to it have been executed;

(e) True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each partner and which each partner has agreed to contribute in the future, and the date on which each partner became a partner;

(f) Other information regarding the affairs of the limited partnership as is just and reasonable.

(2) The reasonable standards referred to in division (A)(1) of this section may include standards governing the type and nature of information and documents that are to be furnished, the time and location at which they are to be furnished, and the person who is to pay the expense of furnishing them.

(B) Unless otherwise provided in the partnership agreement, a general partner shall have the right to keep confidential from limited partners, for the period of time that the general partner considers reasonable, any information that the general partner reasonably believes to be in the nature of trade secrets or any other information the disclosure of which the general partner in good faith believes is not in the best interest of the limited partnership or could damage the limited partnership or its business or which the limited partnership is required by law or by agreement with a third party to keep confidential.

(C) A limited partnership may maintain its records in a form other than a written form if the form used is capable of conversion, within a reasonable time, into written form.

(D) A general partner may require that any demand under this section be in writing and state its purpose.

(E) In complying with this section, the general partners may elect to do either or both of the following:

(1) Provide a limited partner with the right to examine documents in person or by agent or attorney and to make copies or extracts of the documents;

(2) Provide to a limited partner true and accurate copies of documents responsive to the demand.

Effective Date: 07-01-1994

1782.22 Additional general partners.

After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.

Effective Date: 07-01-1994

1782.23 Person ceases to be a general partner - when.

Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited partnership upon the happening of any of the following events of withdrawal:

(A) The general partner withdraws from the limited partnership as provided in section 1782.32 of the Revised Code;

(B) The general partner ceases to be a general partner of the limited partnership as provided in section 1782.40 of the Revised Code;

(C) The general partner is removed as a general partner in accordance with the partnership agreement;

(D) Unless otherwise provided in writing in the partnership agreement, the general partner does one of the following:

(1) Makes an assignment for the benefit of creditors;

(2) Files a voluntary petition in bankruptcy;

(3) Is adjudicated a bankrupt or insolvent;

(4) Files a petition or answer seeking for himself any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or rule;

(5) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against him in any proceeding described in division (D)(4) of this section;

(6) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties.

(E) Unless otherwise provided in writing in the partnership agreement, one hundred twenty days have elapsed after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or rule and the proceeding has not been dismissed, or within ninety days after an appointment, without his consent or acquiescence, of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of his properties, the appointment is not vacated or stayed, or within ninety days after the expiration of such a stay, the appointment is not vacated;

(F) In the case of a general partner who is a natural person, his death or the entry by a court adjudicating him an incompetent, as defined in section 2111.01 of the Revised Code;

(G) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust, but not merely the substitution of a new trustee;

(H) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(I) In the case of a general partner that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter unless the charter is reinstated within ninety days after the revocation;

(J) In the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the partnership;

(K) In the case of a general partner that is a limited liability company, the dissolution and commencement of winding up of the limited liability company.

Effective Date: 07-01-1994

1782.24 General partner - rights and powers.

(A) Except as otherwise provided in this chapter, the partnership agreement, or section 5815.35 of the Revised Code, a general partner of a limited partnership shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners.

(B) Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as otherwise provided in this chapter or the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.

Effective Date: 04-01-1985; 01-01-2007

1782.241 Care owed by general partner.

(A) A general partner shall perform the duties of a general partner in good faith, in a manner the general partner reasonably believes to be in or not opposed to the best interests of the limited partnership, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing a general partner's duties, a general partner is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by either of the following:

(1) One or more general partners, employees of the limited partnership, or employees of a general partner, who the general partner reasonably believes are reliable and competent in the matters prepared or presented;

(2) Legal counsel, public accountants, or other persons as to matters that the general partner reasonably believes are within the person's professional or expert competence.

(B) For purposes of division (A) of this section, the following apply:

(1) A general partner shall not be found to have violated the duties of a general partner under division (A) of this section, unless it is proved by clear and convincing evidence that the general partner has not acted in good faith, in a manner the general partner reasonably believes to be in or not opposed to the best interests of the limited partnership, or with the care that an ordinarily prudent person in a like position would use under similar circumstances, in any action brought against the general partner, including actions involving or affecting the general partner's service in any other position or relationship with the limited partnership.

(2) A general partner shall not be considered to be acting in good faith if the general partner has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, or statements that are prepared or presented by the persons described in divisions (A)(1) and (2) of this section to be unwarranted.

Effective Date: 07-05-2002

1782.242 Effect of self-dealing.

No contract, action, or transaction shall be void or voidable with respect to a limited partnership for the reason that the contract, action, or transaction is among or affects the limited partnership and one or more of its partners, or that the contract, action, or transaction is among or affects the limited partnership and any other person in which one or more of the partners are directors, trustees, officers, or partners, or have a financial or personal interest, if any of the following applies:

(A) The material facts as to the partner or partners and their relationship or interest and as to the contract, action, or transaction are disclosed in writing to every partner before that partner is admitted to the partnership.

(B) The material facts as to the partner or partners and their relationship or interest and as to the contract, action, or transaction are disclosed in writing to all partners; the contract, action, or transaction is fair as to the limited partnership; and the disinterested general partners acting in good faith reasonably justified by the facts, authorize the contract, action, or transaction by a majority vote, even though the disinterested general partners constitute less than a majority of the general partners.

(C) The contract, action, or transaction is fair as to the limited partnership as of the time the contract, action, or transaction is authorized and approved by a majority in interest of the disinterested limited partners.

Effective Date: 07-05-2002

1782.25 Person may be both general and limited partner.

A general partner of a limited partnership may make contributions to, and share in the profits and losses of and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to, and share in the profits, losses, and distributions of, the limited partnership as a limited partner.

A person who is both a general, and a limited partner, shall have all the rights and powers, and be subject to all the restrictions and liabilities of a general partner. Except as otherwise provided in the partnership agreement, a person who is both a general and a limited partner shall have the powers, and be subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.

Effective Date: 04-01-1985

1782.26 Voting rights of general partners.

The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with any class of the limited partners, on any matter.

Effective Date: 04-01-1985

1782.27 Contributions of partner.

The contributions of a partner may be in cash, other property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

Effective Date: 04-01-1985

1782.28 Promise of limited partner to contribute to partnership not enforceable unless written and signed.

(A) A promise by a limited partner to contribute to the limited partnership is not enforceable unless it is set out in a writing signed by the limited partner.

(B) Except as otherwise provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or other property or to perform services, even if he is unable to perform because of death, disability, or any other reason. If a partner fails to make a required contribution of property or services, he shall be obligated, at the option of the limited partnership, to contribute cash equal to the portion of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the stated contribution that he has failed to make. The foregoing option shall be in addition to, and not in lieu of, any other right, including the right to specific performance, that the limited partnership may have against the partner under the partnership agreement or applicable law.

(C) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution, or to return money or other property paid or distributed in violation of this chapter may be compromised only by the consent of all the partners.

Effective Date: 07-01-1994

1782.29 Allocation of profits and losses.

The profits, losses, income, gains, deductions, credits, or similar items of a limited partnership shall be allocated among the partners and classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, such allocations shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

Effective Date: 07-01-1994

1782.30 Allocation of distributions.

Distributions of cash or other assets of a limited partnership shall be allocated among the partners and classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.

Effective Date: 07-01-1994

1782.31 Partner entitled to receive distributions.

Except as otherwise provided in this chapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up of the partnership only to the extent and at the times or upon the happening of the events specified in the partnership agreement.

Effective Date: 07-01-1994

1782.32 Withdrawal of general partner.

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal violates the partnership agreement, the limited partnership, in addition to exercising any remedies otherwise available under applicable law, may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to him.

Effective Date: 07-01-1994

1782.33 Withdrawal of limited partner.

(A) Except as provided in division (B) of this section, a limited partner may withdraw from a limited partnership at the time, or upon the happening of events, specified in writing in the partnership agreement. If the partnership agreement does not specify in writing the time or events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at the general partner's address on the books of the limited partnership at its office in this state.

(B) If the limited partnership was formed on or after the effective date of this amendment, or the limited partnership was formed prior to the effective date of this amendment and its certificate of limited partnership or partnership agreement specifically states that this division applies to the limited partnership, a limited partner may withdraw from the limited partnership only at the time or upon the occurrence of an event specified in writing in the partnership agreement.

Effective Date: 11-21-1997

1782.34 Rights of withdrawing partner.

Except as provided in this chapter, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.

Effective Date: 04-01-1985

1782.35 Distributions.

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, shall have no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to him exceeds or is less than a percentage of that asset that is equal to the percentage in which he shares in distributions from the limited partnership.

Effective Date: 07-01-1994

1782.36 Remedies.

Except to the extent otherwise provided in the partnership agreement, when a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

Effective Date: 07-01-1994

1782.37 Restricting distributions.

(A) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of the assets of the limited partnership. The fair value of the property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability.

(B) A limited partner who receives a distribution in violation of division (A) of this section and who knew at the time of the distribution that the distribution violated division (A) of this section shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of division (A) of this section and who did not know at the time of the distribution that the distribution violated division (A) of this section shall not be liable under this section for the amount of the distribution.

(C) No action shall be brought upon any cause of action arising under division (B) of this section at any time after three years from the date of the distribution.

Effective Date: 07-01-1994

1782.38 [Repealed].

Effective Date: 07-01-1994

1782.39 Partnership interest is personal property.

A partnership interest is personal property.

Effective Date: 12-23-1986

1782.40 Partnership interest - assignable in whole or in part.

Except as otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part.

An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become, or to exercise any rights of, a partner. An assignment entitles the assignee to receive to the extent assigned such distributions of cash and other property and such allocations of profits, losses, income, gains, deductions, credits, or similar items to which the assignee's assignor would have been entitled. Except as otherwise provided in the partnership agreement, an assignor ceases to be a partner upon assignment of all of the assignor's partnership interest. Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.

Effective Date: 10-04-1996

1782.41 Judgment creditor of partner.

(A) On application to a court of common pleas by any judgment creditor of a partner, the court may charge the partnership interest of the indebted partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor shall have only the rights of an assignee of the partnership interest.

(B) Nothing in this chapter shall be held to deprive a partner of his statutory exemption.

Effective Date: 04-01-1985

1782.42 Assignee may become limited partner.

(A) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if, and to the extent that, either of the following occurs:

(1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement;

(2) All other partners consent.

(B) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in sections 1782.31 to 1782.37 of the Revised Code. The assignee is not obligated for liabilities that could not be ascertained from a written partnership agreement and that were unknown to the assignee at the time he became a limited partner.

(C) Regardless of whether an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 1782.14 and 1782.28 of the Revised Code.

Effective Date: 07-01-1994

1782.43 Rights of legal representative of partner.

If a partner who is an individual dies or is adjudged by a court to be an incompetent, as defined in section 2111.01 of the Revised Code, the partner's executor, administrator, guardian, or other legal representative may exercise all the rights of the partner for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner.

If a partner is a partnership, trustee, fiduciary other than a trustee, executor, or administrator, corporation, association, or other entity and if the partnership, trust, corporation, association, or entity is dissolved or terminated, the powers of the partner may be exercised by its legal representative or successor.

Effective Date: 10-08-1992

1782.431 Merger or consolidation - domestic limited partnership.

(A) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic limited partnership and one or more additional domestic limited partnerships or other domestic or foreign entities may be merged into a surviving domestic limited partnership. Pursuant to an 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 limited 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 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 entities will be merged into a specified surviving domestic limited partnership, and, in the case of a consolidation, that the constituent entities will be consolidated into a new domestic limited 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 limited partnership or a provision that the written partnership agreement of a specified constituent limited 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 limited partnership of the new domestic limited partnership;

(5) 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 domestic limited partnership may be served;

(6) In the case of a merger, any changes in the general partners of the surviving domestic limited partnership and, in the case of a consolidation, the general partners of the new domestic limited 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 limited 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, shares, evidences of indebtedness, other securities, cash, rights, or any other property or any combination of interests, shares, evidences of indebtedness, securities, cash, rights, or any other property of the surviving domestic limited partnership, of the new domestic limited 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 limited partnership unable to pay its obligations as they become due in the usual course of its affairs.

(C) The agreement of merger or consolidation also 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 1782.433 of the Revised Code by action of the general 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 limited partnership of the surviving domestic limited partnership, or a provision that the written partnership agreement of a specified constituent limited partnership other than the surviving domestic limited partnership, with any amendments that are set forth in the agreement of merger, shall be the partnership agreement of the surviving domestic limited 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 or new domestic limited 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 general partners of each constituent domestic limited partnership and by the limited partners of each constituent domestic limited partnership, other than the surviving domestic limited 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. In the case of a merger, the agreement of merger also shall be adopted by the limited partners of the surviving domestic limited partnership if either of the following conditions exist:

(1) The partnership agreement requires such approval or adoption;

(2) The agreement of merger makes any change to the partnership agreement then in effect or authorizes any action that, if it were made or authorized apart from the merger, would require such approval or adoption.

(E) All partners, whether or not they are entitled to vote or act, shall be given written notice of any meeting of limited partners of a constituent domestic limited partnership or of any proposed action by limited partners of a constituent domestic limited 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 general partners of a constituent domestic limited partnership that is required to adopt an agreement of merger or consolidation is the unanimous vote or action of the general partners or such different number or proportion as the partnership agreement may provide. The vote or action of the limited partners of a constituent domestic limited partnership that is required to approve or adopt an agreement of merger or consolidation is the unanimous vote or action of the limited partners or such different number or proportion as the partnership agreement may provide. 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 partners, or of any class or group of partners, the agreement of merger or consolidation also must 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 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 1782.433 of the Revised Code, the merger or consolidation may be abandoned by the general partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity if the general 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 the general 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 limited partners of any constituent domestic limited partnership, the general 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 limited partners of the constituent domestic limited 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 limited partnership, except for alterations or changes that could otherwise be adopted by the general partners of the surviving or new domestic limited 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 limited partners or any class or group of limited partners of the constituent domestic limited partnership.

Effective Date: 07-01-1994

1782.432 Merger or consolidation - entity other than domestic limited partnership.

(A) Pursuant to an agreement of merger or consolidation between the constituent entities as provided in this section, a domestic limited partnership and one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic limited partnership, or a domestic limited partnership together with one or more additional domestic or foreign entities may be consolidated into a new entity other than a domestic limited 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 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 limited partnerships and other specified constituent entities will be merged into a specified surviving foreign entity or surviving domestic entity other than a domestic limited 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 limited partnership;

(3) If the surviving or new entity is a foreign limited partnership, all additional statements and matters, other than the name and address of the statutory agent, that would be required by section 1782.431 of the Revised Code if the surviving or new entity were a domestic limited 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 such 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 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 entity any obligation of any constituent domestic limited partnership or to enforce the rights of a dissenting partner of any constituent domestic limited 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.

(C) The 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 general partners of each constituent domestic limited 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 1782.431 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 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 1782.433 of the Revised Code, the merger or consolidation may be abandoned by the general partners of any constituent partnership, the directors of any constituent corporation, or the comparable representatives of any other constituent entity if the general 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 the general 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 limited partners of any constituent domestic limited partnership, the general 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 limited partners of the constituent domestic limited 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 general 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 limited partners or any class or group of limited partners of the constituent domestic limited partnership.

Effective Date: 07-01-1994

1782.433 Certificate of merger or consolidation.

(A) Upon the adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1782.431 or 1782.432 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) 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;

(i) 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 merger or 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 or consolidation.

(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), or (9) of section 1782.432 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.

(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 county recorder of any county in this state and, if filed, shall be recorded in the official records of that county. For that recording, the county recorder shall charge and collect the same fee as in the case of deeds.

Amended by 130th General Assembly File No. 41, HB 72, §1, eff. 1/30/2014.

Effective Date: 07-05-2002

1782.434 Surviving or new entity.

(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 general partners, officers, or other authorized representatives of the respective constituent entities shall execute, acknowledge, and deliver such instruments and do such acts. For these purposes, the existence of the constituent entities and the authority of their respective general partners, officers, directors, or other representatives is 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 limited partnership, the written partnership agreement contained in or provided for in the agreement of consolidation shall be its original partnership agreement. In the case of a merger in which the surviving entity is a limited partnership, the written partnership agreement of the surviving limited 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.

(3) The surviving or new entity possesses all assets and property of every description, and every interest in the assets and property, wherever located, and the rights, privileges, immunities, powers, franchises, and authority, of a public as well as of a private nature, except to the extent limited by the mandatory provisions of applicable law, of each constituent entity, and all obligations belonging to or due to each constituent entity, all of which are vested in the surviving or new entity without further act or deed. Title to any real estate or any interest in the real estate vested in any constituent entity shall not revert or in any way be impaired by reason of such merger or consolidation.

(4) 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.

(5) 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 he shall be indemnified by the surviving or new entity against all present or future liabilities of the constituent partnership of which he was a general partner. Any amount payable pursuant to section 1782.436 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 limited partnership into a foreign surviving corporation, limited liability company, or limited 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, or limited 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 1782.433 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 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: 10-04-1996

1782.435 Dissenting partners.

(A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic limited partnership, the following are entitled to relief as dissenting partners as provided in section 1782.436 of the Revised Code:

(1) Partners of a domestic limited partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1782.431 or 1782.432 of the Revised Code;

(2) In the case of a merger into a domestic limited partnership, partners of the surviving domestic limited partnership who under section 1782.431 of the Revised Code are entitled to vote or act on the adoption of an agreement or merger, but only as to the interests so entitling them to vote or act;

(3) Partners of a domestic limited partnership that is being converted into a converted entity pursuant to section 1782.439 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 1782.436 of the Revised Code as if the amount payable were an existing liability of the constituent partnership at the time of the merger or consolidation.

Effective Date: 07-01-1994; 10-12-2006

1782.436 Written demand for payment of fair cash value of interests.

(A) A partner of a domestic limited partnership is entitled to relief as a dissenting partner in respect of the proposals described in section 1782.435 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 limited 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 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 writing 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 request for approval of 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 limited 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 limited 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 limited 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 limited partnership the certificates requested so that the limited 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 limited 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 limited 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 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 limited 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 securities as provided in this division. A transferee of the interests receiving a certificate so endorsed, or of uncertificated securities where such a notation has been made, acquires only rights in the limited partnership as the original partner holding such 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 limited 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 limited 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 the limited 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 limited partnership, which in the case of a merger or consolidation may be the surviving or new entity, or in the case of a conversion is the converted entity, within three months after the service of the demand by the dissenting partner, may file a complaint under section 1782.437 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 limited partnership that issued the interests is located or was located when the proposal was adopted by the partners of the limited partnership. Other dissenting partners, within that three-month 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 limited 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 limited partnership waives such failure.

(2) The limited 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 limited partnership.

(4) All of the following apply:

(a) The partnership agreement of the constituent domestic limited 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 limited partnership and the dissenting partner have not agreed upon the fair cash value of the interest.

(c) Neither the dissenting partner nor the limited 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 limited 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 limited 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 a 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 limited 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: 07-01-1994; 10-12-2006

1782.437 Complaint demanding relief.

(A) When authorized by division (F) of section 1782.436 of the Revised Code, a dissenting partner or limited 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 such 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 limited 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 1782.436 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 such event, payment shall be made immediately to a holder of uncertificated securities 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 limited partnership of the certificates representing the interests for which the payment is made.

(B) If the proposal was submitted to the partners of the limited 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: 07-01-1994; 10-12-2006

1782.438 Conversion of another entity into domestic limited partnership.

(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 limited partnership may be converted into a domestic limited 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) The certificate of limited partnership of the converted limited partnership;

(c) The partnership agreement of the converted domestic limited 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 limited partnership;

(d) The general partners of the converted domestic limited 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 limited 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 limited 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 1782.4310 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 1782.4310 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 1782.4310 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) Each person that will be a general partner of the domestic limited partnership that is the converted entity specifically shall agree in writing to be a general partner in the domestic limited partnership that is the converted entity.

Effective Date: 10-12-2006

1782.439 Conversion of domestic limited partnership into another entity.

(A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic limited partnership may be converted into a domestic or foreign entity other than a domestic limited 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 limited partnership or to enforce the rights of a dissenting limited partner of the converting limited 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 limited 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 1782.4310 of the Revised Code;

(2) A provision authorizing the converting limited partnership to abandon the proposed conversion by action of the general partners of the converting limited partnership taken prior to the filing of the certificate of conversion pursuant to section 1782.4310 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 limited 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 general partners of the converting domestic limited partnership and, unless otherwise provided in writing in the agreement of limited partnership, the limited partners of the converting domestic limited partnership must adopt the declaration of conversion in order to effect the conversion. Notwithstanding that the limited partners of a converting domestic limited partnership are not required to vote on a conversion, the declaration of conversion also must be adopted by the limited partners if the declaration of conversion makes any change to the partnership agreement then in effect or to the documents governing the organization of the converted entity, or authorizes any action that, if it were made or authorized apart from the conversion, would require such approval or adoption.

(E)

(1) All partners, whether or not they are entitled to vote or act, shall be given written notice of any meeting of limited partners of a converting domestic limited partnership or of any proposed action by limited partners of a converting domestic limited partnership, 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 limited partnership agreement or by mail at the partners' addresses as they appear on the records of the limited partnership, or in person. Unless the limited 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 general partners, 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 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 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) Each person that will continue to be or that will become a general partner of a partnership that is a converted entity in a conversion specifically shall agree to continue or to become, as the case may be, a general partner of the partnership that is the converted entity.

(H)

(1) At any time before the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code, the conversion may be abandoned by all of the general partners of the converting limited 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 general partners to amend the declaration of conversion at any time before the filing of the certificate of conversion, except that, after the adoption of the declaration of conversion by the general partners, less than all the general 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 limited 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

1782.4310 Filing of certificate of conversion - effective date.

(A) Upon the adoption of a declaration of conversion pursuant to section 1782.438 or 1782.439 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, or 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), or (9) of section 1782.432 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 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 county recorder of any county in this state and, if filed, shall be recorded in the official records of that county. For the recording, the county recorder shall charge and collect the same fee as in the case of deeds.

Amended by 130th General Assembly File No. 41, HB 72, §1, eff. 1/30/2014.

Effective Date: 10-21-2006

1782.4311 Legal effect of conversion - action to set aside.

(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 limited 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 limited partnership of which the general partner was a general partner. Liabilities of the converting limited partnership, for purposes of division (B) of this section, include any amount payable pursuant to section 1782.435 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 1782.433 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

1782.44 Dissolution and winding-up.

A limited partnership is dissolved and its affairs shall be wound up when any of the following occurs:

(A) At the time specified in the certificate of limited partnership;

(B) Upon the happening of one or more events specified in writing in the partnership agreement as a basis for the dissolution of the limited partnership;

(C) Upon the written consent of all partners;

(D) Upon an event of withdrawal of a general partner, unless at the time there is at least one other general partner, the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner, and that partner does so. However, the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of the withdrawal, of one or more new or additional general partners.

(E) Upon entry of a decree of judicial dissolution under section 1782.45 of the Revised Code.

Effective Date: 07-01-1994

1782.45 Decree of dissolution of partnership.

On application by or for a partner, the court of common pleas may decree the dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business of a limited partnership in conformity with the partnership agreement.

Effective Date: 04-01-1985

1782.46 Partners or court may wind up affairs.

(A) Except as otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a liquidating trustee approved by the limited partners as provided in the partnership agreement, may wind up the affairs of the limited partnership. Upon application of any partner or his legal representative or assignee, the court of common pleas may wind up the affairs of the limited partnership or may cause its affairs to be wound up by a liquidating trustee appointed by the court.

(B) Upon the dissolution of a limited partnership, the persons winding up the affairs of the limited partnership, in the name of and for and on behalf of the limited partnership, may do any or all of the following without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee:

(1) Prosecute and defend any civil, criminal, or administrative suit;

(2) Gradually settle and close the business of the limited partnership;

(3) Dispose of and convey the property of the limited partnership;

(4) Discharge or make reasonable provisions for the liabilities of the limited partnership;

(5) Distribute to the partners any remaining assets of the limited partnership.

Effective Date: 07-01-1994

1782.47 Order of distribution.

(A) Upon the winding up of a limited partnership, the assets shall be distributed in the following order:

(1) To creditors, including partners, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners pursuant to section 1782.31 or 1782.34 of the Revised Code;

(2) Except as otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions pursuant to section 1782.31 or 1782.34 of the Revised Code;

(3) Except as otherwise provided in the partnership agreement, to partners first for the return of their contributions and second with respect to their partnership interests, in the proportions in which the partners share in distributions.

(B) A limited partnership that has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, that are known to the limited partnership and all claims and obligations that are known to the limited partnership but for which the identity of the claimant or obligee is unknown. If there are sufficient assets, the claims and obligations shall be paid in full, and any reasonable provision for payment shall be made in full. If there are insufficient assets, the claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in this chapter. No liquidating trustee winding up the affairs of a limited partnership who has complied with this section shall be personally liable to the claimants of the dissolved limited partnership by reason of his actions in winding up the limited partnership. A person named in a certificate of cancellation as a liquidating trustee shall not be subject to liability as a general partner by reason of being so named.

Effective Date: 07-01-1994

1782.48 Laws governing foreign partnerships.

Except as otherwise provided in the Ohio Constitution:

(A) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners;

(B) Except as provided in section 1782.51 of the Revised Code, a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.

Effective Date: 07-29-1998

1782.49 Application for registration of foreign limited partnership.

Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state an application for registration as a foreign limited partnership. The application shall be on a form prescribed by the secretary of state, shall be signed by a general partner, and shall set forth all of the following:

(A) The name of the foreign limited partnership;

(B) The state and date of its formation;

(C) The name and address of the agent for service of process on the foreign limited partnership, whom the foreign limited partnership shall appoint. The agent shall be one of the following:

(1) A natural person who is a resident of this state ;

(2) A domestic or foreign corporation , nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state.

(D) A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if an agent has not been appointed under division (C) of this section, or, if an agent is appointed, the agent's authority has been revoked or the agent is not found or served after the exercise of reasonable diligence;

(E) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;

(F) The names and business or residence addresses of the general partners;

(G) The address of the office at which is kept a list of the names and business or residence addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the registration of the foreign limited partnership in this state is canceled or withdrawn.

Amended by 130th General Assembly File No. 62, SB 98, §1, eff. 2/18/2014.

Effective Date: 07-01-1994

1782.50 Acceptance of application by secretary of state.

(A) Upon receipt of an application for registration of a foreign limited partnership as described in section 1782.49 of the Revised Code and all filing fees required by law, the secretary of state shall accept the application for filing and shall make a copy of the application by microfilm or by any authorized photostatic or digitized process. Evidence of the filing shall be returned to the person who filed it.

(B) Upon having been filed as provided in division (A) of this section, an application for registration as a foreign limited partnership shall be deemed to be the applicant's certificate of registration as a foreign limited partnership in this state.

Effective Date: 07-29-1998

1782.51 Name.

A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that could be registered by a domestic limited partnership.

Effective Date: 07-01-1994

1782.52 Certificate correcting application information - statement of correction of agent's address.

If any statement in the application for registration of a foreign limited partnership was materially false when made or if any arrangements or other facts described have changed, thereby making the application inaccurate in any material respect, the foreign limited partnership shall file promptly with the secretary of state a certificate correcting the application on a form prescribed by the secretary of state and shall be signed by a general partner.

If the designated agent changes the agent's address from that appearing in the registration application or any subsequent correction of the registration application, the foreign limited liability partnership, or the designated agent on its behalf, shall file promptly with the secretary of state, on a form prescribed by the secretary of state, a statement of correction setting forth the new address.

Effective Date: 07-29-1998

1782.53 Cancellation of registration.

A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation, which shall be on a form prescribed by the secretary of state and shall be signed by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.

Effective Date: 07-01-1994

1782.54 Failure to register of foreign limited partnership.

(A) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state.

(B) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, suit, or proceeding in any court of this state.

(C) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of the foreign limited partnership having transacted business in this state without registration.

(D) A foreign limited 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.

Effective Date: 07-01-1994

1782.55 Action to restrain transaction of business.

The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections 1782.48 to 1782.54 of the Revised Code.

Effective Date: 04-01-1985

1782.56 Derivative action by limited partner.

A limited partner or, when authorized by section 1782.57 of the Revised Code, a former limited partner may bring an action on behalf of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

Effective Date: 06-11-1992

1782.57 Plaintiff in derivative action.

In a derivative action brought pursuant to section 1782.56 of the Revised Code, the plaintiff shall be a person who is a partner of the limited partnership at the time of the filing of the complaint in the action or a person who was a partner of the limited partnership within one year prior to the date of the filing of the complaint in the action. The plaintiff also shall have been a partner at the time of the transaction of which he complains, unless his status as a partner devolved upon him by operation of law or pursuant to the partnership agreement from a person who was a partner at the time of the transaction.

Effective Date: 06-11-1992

1782.58 Complaint.

In a derivative action brought pursuant to section 1782.56 of the Revised Code, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

Effective Date: 04-01-1985

1782.59 Court orders in successful derivative action.

If a derivative action brought pursuant to section 1782.56 of the Revised Code is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.

Effective Date: 04-01-1985

1782.60 Application and construction of chapter.

(A) This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting the Uniform Limited Partnership Act (1985), national conference of commissioners on uniform state laws, except to the extent that the provisions of this chapter differ from those of that uniform act.

(B) In any case not provided for in this chapter, the provisions of Chapter 1775. or 1776. of the Revised Code govern.

Effective Date: 07-01-1994; 2008 HB332 08-06-2008

1782.61 Pre-existing limited partnerships.

(A) A limited partnership formed under former Chapter 1781. of the Revised Code or another former law of this state that was in existence on April 4, 1985, shall not be dissolved and its legal existence shall not cease as a result of the repeal of the law under which it was formed, the enactment of this chapter, or the enactment of the amendments to this chapter contained in the act in which this amendment was enacted. A limited partnership that was formed under any former law of this state that was in existence on April 4, 1985, and its partners shall be governed by the provisions of this chapter as amended from time to time. Such a pre-existing limited partnership and its partners shall have the same rights and be subject to the same limitations, restrictions, and liabilities as a limited partnership formed under this chapter and its partners, except as follows:

(1) The partners of a pre-existing limited partnership are not required to execute and file a certificate of limited partnership under this chapter in order to maintain the continued existence of the limited partnership as a limited partnership under the laws of this state.

As used in this chapter with respect to a pre-existing limited partnership, unless the context otherwise requires, "certificate of limited partnership" means the certificate of limited partnership of the limited partnership executed and filed pursuant to the provisions of the former law under which such limited partnership was formed, and the certificate as amended or restated.

(2) A pre-existing limited partnership is not subject to the provisions of section 1782.02 of the Revised Code with respect to its name as set forth in its certificate of limited partnership on April 4, 1985. It shall become subject to such provisions if, and at the time, any change in its name is made on or after April 4, 1985.

(3) A pre-existing limited partnership is not subject to the provisions of section 1782.04 of the Revised Code until the execution and filing of the restated certificate of limited partnership referred to in division (A)(4) of this section, at which time the general partners of a pre-existing limited partnership have the obligation, right, and power to appoint and thereafter continuously maintain an agent for service of process as provided in section 1782.04 of the Revised Code, notwithstanding anything to the contrary contained in the partnership agreement.

(4) Subject to section 1782.63 of the Revised Code, the provisions of this chapter relating to the events requiring, and the method of effecting, an amendment or cancellation of a certificate of limited partnership apply to a pre-existing limited partnership to the same extent and in the same manner as such provisions apply to a limited partnership formed under this chapter, provided that the first amendment of the certificate of limited partnership of a pre-existing limited partnership made on or after April 4, 1985, is effected by the execution and filing of a restated certificate of limited partnership setting forth all of the information required in section 1782.08 of the Revised Code. The information shall be current as of the date of the execution and filing of such restated certificate of limited partnership. The execution and filing of such restated certificate of limited partnership shall not result in the dissolution, or in any way adversely affect the continued existence, of the pre-existing limited partnership.

(5) The references in division (A)(2) of section 1782.09 and in division (B)(2) of section 1782.10 of the Revised Code to the date of the first filing of a limited partnership's certificate of limited partnership mean, with respect to a pre-existing limited partnership, the date on which the limited partnership's original certificate of limited partnership was filed pursuant to and in accordance with the provisions of the former law under which it was formed.

(6) Sections 1782.27 and 1782.28 of the Revised Code apply only to contributions made on or after April 4, 1985.

(7) Division (B) of section 1782.17 and section 1782.42 of the Revised Code apply only to assignments made on or after April 4, 1985.

(B) This chapter does not affect a claim, action, or proceeding that is accrued, existing, incurred, or pending on or before April 4, 1985, but the claim, action, or proceeding may be asserted, enforced, prosecuted, or defended as if this chapter had not been enacted.

Effective Date: 07-01-1994

1782.62 Pre-existing foreign limited partnerships.

A foreign limited partnership that filed a copy of its certificate of limited partnership in the office of a county recorder and was transacting business in this state immediately prior to April 4, 1985, is deemed to be registered as a foreign limited partnership in this state within the meaning of sections 1782.49 to 1782.53 of the Revised Code. It may continue to transact business in this state in accordance with all of the following:

(A) A pre-existing foreign limited partnership is not subject to the provisions of section 1782.51 of the Revised Code with respect to its name as set forth in its certificate of limited partnership on or after April 4, 1985. It becomes subject to such provisions if, and at the time, any change in its name is made on or after April 4, 1985.

(B) A pre-existing foreign limited partnership is not subject to the provisions of division (C) of section 1782.49 of the Revised Code until the execution and filing of a restated certificate of limited partnership. At such time, the general partners of a pre-existing foreign limited partnership shall appoint and thereafter continuously maintain an agent for service of process as provided in division (C) of section 1782.49 of the Revised Code.

(C) A pre-existing foreign limited partnership that does not file an application and register in accordance with sections 1782.49 to 1782.53 of the Revised Code but relies on this section is deemed to have appointed the secretary of state as its agent for service of process as provided in division (D) of section 1782.49 of the Revised Code.

Effective Date: 07-01-1994

1782.63 Refiling of certificate for limited partnerships existing prior to 7-1-94.

(A)

(1) Each limited partnership existing prior to July 1, 1994, and each foreign limited partnership registered pursuant to sections 1782.49 and 1782.50 of the Revised Code prior to that date shall file, on a form prescribed by the secretary of state, a certificate of limited partnership and an application for registration as a foreign limited partnership, respectively, with the secretary of state as follows:

(a) Each limited partnership with a name beginning with the letter A, B, C, D, E, or F shall so file with the secretary of state on or before June 30, 1995;

(b) Each limited partnership with a name beginning with the letter G, H, I, J, K, L, or M shall so file with the secretary of state on or before December 31, 1995;

(c) Each limited partnership with a name beginning with the letter N, O, P, Q, R, or S shall so file with the secretary of state on or before June 30, 1996;

(d) Each limited partnership with a name beginning with the letter T, U, V, W, X, Y, or Z shall so file with the secretary of state on or before December 31, 1996;

(e) If a limited partnership's name begins with a character other than a letter of the English alphabet, the first letter of the English alphabet that appears in the limited partnership's name shall be considered the beginning of its name for purposes of divisions (A)(1)(a) to (d) of this section and the limited partnership shall so file with the secretary of state in accordance with the applicable provision of divisions (A)(1)(a) to (d) of this section.

(2) Any limited partnership that files a certificate of limited partnership or an application for registration as a foreign limited partnership is subject to the payment of filing fees in accordance with division (G) of section 111.16 of the Revised Code.

(3) A limited partnership that is required by divisions (A)(1)(a) to (e) of this section to file any document with the secretary of state and that has not done so by the time required for the filing may not maintain any action, suit, or proceeding in any court of this state until it has filed the required document. The failure of a limited partnership to make the required filing does not impair the validity of any contract or act of the limited partnership or prevent it from defending any action, suit, or proceeding in any court of this state. A limited partner of a limited partnership is not liable as a general partner of the limited partnership or otherwise liable for obligations of the partnership solely by reason of the partnership having transacted business in this state without making the filing required by divisions (A)(1)(a) to (e) of this section.

(B) If a surviving domestic limited partnership that has not filed a certificate of limited partnership pursuant to division (A) of this section results from a merger on and after July 1, 1994, the partnership shall include a copy of its certificate of limited partnership with its certificate of merger or consolidation filed pursuant to section 1782.433 of the Revised Code. Upon filing of the certificate of limited partnership in accordance with this division, the surviving domestic limited partnership shall be deemed to be in compliance with division (A) of this section.

(C) A limited partnership that is formed under this chapter or governed by this chapter pursuant to section 1782.61 of the Revised Code and that is in existence on July 1, 1994, shall be governed by this chapter, as amended by the act in which this section was enacted, except that the amendments to section 1782.28 of the Revised Code made by that act and the repeal of section 1782.38 of the Revised Code by that act shall not affect the rights of any person who extended credit to a limited partnership prior to July 1, 1994, but only to the extent of credit extended before such date.

(D) The amendments to this chapter made by the act in which this section was enacted do not affect a claim, action, or proceeding that is accrued, existing, incurred, or pending on or before July 1, 1994, but the claim, action, or proceeding may be asserted, enforced, prosecuted, or defended as if those amendments had not been made.

Effective Date: 10-04-1996

1782.64 Conversion to limited liability limited partnership.

(A) A limited partnership may become a limited liability limited partnership by doing all of the following:

(1) Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement. When a limited partnership agreement expressly considers contribution obligations, the required vote is the vote necessary to amend those provisions.

(2) Filing a statement of qualification under division (C) of section 1776.81 of the Revised Code;

(3) Complying with the name requirements of section 1776.82 of the Revised Code.

(B) A limited liability limited partnership continues to be the same entity that existed before the filing of a statement of qualification under division (C) of section 1776.81 of the Revised Code.

(C) Division (C) of section 1776.36 and division (B) of section 1776.37 of the Revised Code apply to both general and limited partners of a limited liability limited partnership.

Effective Date: 2008 HB332 08-06-2008

1782.65 Persons performing services to partnership or partners.

(A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign limited partnership owes no duty to, incurs no liability or obligation to, and is not in privity with the general partners, limited partners, or creditors of the limited partnership by reason of providing goods to or performing services for the limited partnership.

(B) Absent an express agreement to the contrary, a person providing goods to or performing services for a general or limited partner or a group of general or limited partners of a limited domestic or foreign limited partnership owes no duty to, incurs no liability or obligation to, and is not in privity with the limited partnership, any other general or limited partners of the limited partnership, or the creditors of the limited partnership by reason of providing goods to or performing services for the general or limited partner or group of general or limited partners.

Effective Date: 10-12-2006