Ohio Revised Code Search

...(A) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state provided that it is accompanied by a form the secretary of state prescribes for that purpose. Either filing has the effect provided in this chapter with respect to partnership property located in, or transactions th...

...(A) Except as otherwise provided in this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership. (B) The law of this state governs relations among the partners and between the partners and the partnership, and the liability of partners for an obligation, of a limited liability partnership. (C...

...(A) Any partnership that maintains an effective statement of partnership authority under section 1776.33 of the Revised Code shall maintain continuously in this state an agent for service of process on the 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,...

...(A) Except as otherwise provided in division (B) of this section, any association of two or more persons to carry on as co-owners a business for-profit forms a partnership, whether or not the persons intend to form a partnership. (B) An association formed under a statute not included in this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter....

...(A) Property acquired by a partnership is property of the partnership and not the property of the partners individually. (B) Property is partnership property if the property is acquired in the name of either of the following: (1) The partnership; (2) One or more partners when the instrument transferring title to the property indicates that the transferee holds the property in the capacity as a partner, or th...

...A partner, or other person that a filed statement of partnership authority names as a partner or included in a list an agent maintains pursuant to division (B) of section 1776.33 of the Revised Code, may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation o...

...(A) A partnership may sue and be sued in the name of the partnership. (B) An action may be brought against the partnership and, to the extent not inconsistent with section 1776.36 of the Revised Code, any or all of the partners in the same action or in separate actions. (C) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied ...

...(A) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to any person to whom the representation is made if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by ...

...(A) Each partner is deemed to have an account to which both of the following apply: (1) The account is credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; (2) The account is charged with an amount equal to the money plus the value of any other proper...

...(A) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in divisions (B) and (C) of this section. (B) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the ...

...(A) A transfer, in whole or in part, of a partner's economic interest in the partnership is permissible and does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business. A transfer does not entitle the transferee, as against the other partners or the partnership, during the continuance of the partnership, to participate in the management or conduct of the partn...

...(A) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the economic interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment deb...

...A partner is dissociated from a partnership upon the occurrence of any of the following events: (A) The partnership has notice of the partner's express will to withdraw as a partner, on the date of the notice or on a later date the partner specifies; (B) The happening of an event agreed to in the partnership agreement as causing the partner's dissociation; (C) The partner's expulsion pursuant to the partnersh...

...(A) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to division (A) of section 1776.51 of the Revised Code. (B) A partner's dissociation is wrongful only if either of the following applies to that dissociation: (1) It is in breach of an express provision of the partnership agreement. (2) In the case of a partnership for a definite term or particular und...

...(A) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under section 1776.68 of the Revised Code, is bound by any act of the dissociated partner that would have bound the partnership under section 1776.31 of the Revised Code before dissociation only if, at the time of entering into the transa...

...(A) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in division (B) of this section. (B) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liabl...

...(A) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (B) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of divisions (D) and (E) of section 1776.33 of the Revised Code. (C) For the purposes of division (A)(3) of section 1776.55 and ...

...A partnership is dissolved, and the partnership's business shall be wound up, only upon the occurrence of any of the following events: (A) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under divisions (B) to (J) of section 1776.51 of the Revised Code, of that partner's express will to withdraw immediately as a partner, or at a later date a...

...(A) In winding up a partnership's business, any assets of the partnership, including the contributions this section requires the partners to make, shall be applied to discharge or make reasonable provision for its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance ...

...(A)(1) Pursuant to a written agreement of merger between the constituent entities as this section provides, a domestic partnership and one or more additional domestic partnerships or other domestic or foreign entities may be merged into a surviving domestic partnership. Pursuant to a written agreement of consolidation between the constituent entities, two or more domestic or foreign entities may be consolidated...

...(A) Pursuant to a written agreement of merger or consolidation between the constituent entities as this section provides, a domestic partnership and one or more additional domestic or foreign entities may merge into a surviving entity other than a domestic partnership, or a domestic partnership together with one or more additional domestic or foreign entities may consolidate into a new entity, other than a domestic p...

...(A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the partners, officers, or other authorized representativ...

...(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...

...(A) A partner of a domestic partnership is entitled to relief as a dissenting partner with respect to the proposals described in section 1776.76 of the Revised Code only as this section provides. (B)(1) When a proposal of merger, consolidation, or conversion is submitted to the partners at a meeting, a partner may be a dissenting partner only if that partner is a record holder of the partnership interests ...

...(A) A partnership may become a limited liability partnership pursuant to this section. (B) Any terms and conditions by which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except when the partnership agreement expressly considers obligations to contribute to the partnership, in which case the required vote is the vote necessary ...