Ohio Revised Code Search

...A partner's economic interest is the only transferable interest of a partner in the partnership. The economic interest is personal property.

...(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) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 1776.61 to 1776.67 of the Revised Code apply. Otherwise, sections 1776.54 to 1776.58 of the Revised Code apply. (B) Upon a partner's dissociation, all of the following apply: (1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwi...

...available partnership balance sheet and income statement, if any; (3) An explanation of how the estimated amount of the payment was calculated; (4) Written notice that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty days after the written notice, the dissociated partner commences an action to determine the buyout price, any offsets under division (C) of this...

...(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...

...ial alteration in the nature or time of payment of a partnership obligation.

...(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 ...

...Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

...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) Subject to division (B) of this section, a partnership may continue after dissolution only for the purpose of winding up its business. The partnership is terminated when its business is completed. (B) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner...

...(A) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on the application of any partner, a partner's legal representative, or a transferee, the court of common pleas for good cause shown, may order judicial supervision of the winding up. (B) The legal representative of the last surviving partner may wind up a partnership's business. ...

...Subject to section 1776.65 of the Revised Code, a partnership is bound by a partner's act after dissolution under either of the following conditions: (A) The act is appropriate for winding up the partnership business. (B) If the other party to the transaction did not have notice of the dissolution, the act would have bound the partnership under section 1776.31 of the Revised Code before dissolution.

...(A) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (B) A statement of dissolution cancels a filed statement of partnership authority for the purposes of division (D) of section 1776.33 of the Revised Code and is a limitation on such authority for the p...

...(A) Except as otherwise provided in division (B) of this section and in section 1776.36 of the Revised Code, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 1776.64 of the Revised Code. (B) A partner who, with knowledge of the dissolution, incurs a partnership liability under division (B) of section 1776.64 of the Revised ...

...ditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under division (B) of this section. (B) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets ...

... or new domestic partnership unable to pay its obligations as they become due in the usual course of its affairs. (C) The written agreement of merger or consolidation of constituent entities into a surviving or new domestic partnership may set forth any of the following: (1) The effective date of the merger or consolidation, which date may be on or after the date of the filing of the certificate of merger or ...

...(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...

...consolidation. (E)(1) Upon request and payment of the fee division (K)(2) of section 111.16 of the Revised Code specifies, the secretary of state shall furnish a 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 entit...

...the partner was a partner. Any amount payable pursuant to section 1776.77 of the Revised Code to a partner of the constituent partnership in which that partner was a partner is a present liability of that constituent partnership. (C) In the case of a merger of a constituent domestic partnership into a foreign surviving corporation, limited liability company, limited partnership, or limited liability partn...

...er the converted partnership unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, to be on or after the date of the filing of the certificate of conversion pursuant to section 1776.74 of the Revised Code; (2) A provision authorizing the converting entity to ab...

... render the converted entity unable to pay its obligations as the obligations 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, to be on or after the filing date of the certificate of conversion pursuant to section 1776.74 of the Revised Code; (2) A provision authorizing the converting partners...

...d render the converted entity unable to pay its obligations as the obligations become due in the usual course of the converted entity's affairs. (E) Upon request and payment of the fee specified in division (K)(2) of section 111.16 of the Revised Code, the secretary of state shall furnish a certificate setting forth all of the following: (1) The name and form of entity of the converting entity and the state u...