Ohio Revised Code Search

...(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 statu...

..., the assignor is not released from his liability to the limited partnership under sections 1782.14 and 1782.28 of the Revised Code.

... 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.

...mited 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 ...

... if the amount payable were an existing liability of the constituent partnership at the time of the merger or consolidation.

...(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 whi...

...e 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, th...

...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 ...

... 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 r...

...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...

...n pleas may decree the dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business of the limited partnership in conformity with the partnership agreement.

... 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 lia...

...idating trustee shall not be subject to liability as a general partner by reason of being so named.

...ganization 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.

...nd 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 shal...

...mited 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.

...ration 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.

...cel 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 sta...

...thout 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.

...y bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections 1782.48 to 1758.54 of the Revised Code.

...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.

...all 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 l...

...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.

...s, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.

...pter 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.