Ohio Revised Code Search

...(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 partne...

...(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 as...

...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 ...

...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 certifi...

..., 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 s...

...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 m...

...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 certificate...

...er or mail a copy of the certificate of limited partnership and each other certificate to each limited partner if the partnership agreement so provides.

...(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 in...

...rant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.

...ager, 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 limit...

...f 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...

...tement 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 typ...

...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.

...ral partner that is a limited liability company, the dissolution and commencement of winding up of the limited liability company.

...he 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 ...

...ot 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...

...l 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...

...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 po...

...is, separately or with any class of the limited partners, on any matter.

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

...ble 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 ...

...uctions, 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 co...

...tributions 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 ma...

...ntitled 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.