Ohio Revised Code Search

...(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...

... 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...

...(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 st...

...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.

...The contributions 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.

...(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, ...

...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.

...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 oth...

...ided 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 ...

..., 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.

...and 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...

...emedies available to, a creditor of the limited partnership with respect to the distribution.

...ue 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)...

...A partnership interest is personal property.

...s a partner, the assignee shall have no liability as a partner solely as a result of the assignment.