Ohio Revised Code Search

...(A) A limited partnership formed under former Chapter 1781. of the Revised Code or another former law of this state that was in existence on April 4, 1985, shall not be dissolved and its legal existence shall not cease as a result of the repeal of the law under which it was formed, the enactment of this chapter, or the enactment of the amendments to this chapter contained in the act in which this amendment was enacte...

...section is deemed to have appointed the secretary of state as its agent for service of process as provided in division (D) of section 1782.49 of the Revised Code.

...shall file, on a form prescribed by the secretary of state, a certificate of limited partnership and an application for registration as a foreign limited partnership, respectively, with the secretary of state as follows: (a) Each limited partnership with a name beginning with the letter A, B, C, D, E, or F shall so file with the secretary of state on or before June 30, 1995; (b) Each limited partnership with a name...

...mited partnership may become a limited liability limited partnership by doing all of the following: (1) Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement. When a limited partnership agreement expressly considers contribution obligations, the required vote is the vote necess...

... partnership owes no duty to, incurs no liability or obligation to, and is not in privity with the general partners, limited partners, or creditors of the limited partnership by reason of providing goods to or performing services for the limited partnership. (B) Absent an express agreement to the contrary, a person providing goods to or performing services for a general or limited partner or a group of general or li...

...more than twenty-five, desire to form a limited partnership association for the purpose of conducting any business or occupation within the United States or elsewhere, except for dealing in real estate or for banking, whose principal office or place of business will be established and maintained in this state, by subscribing and contributing capital to such association, which capital shall alone be liable for its deb...

..."Limited" shall be the last word of the name of every limited partnership association formed under sections 1783.01 to 1783.12, inclusive, of the Revised Code. Every such association must paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its business is carried on, in a conspicuous position and in letters easily legible, and must have its full name mentioned in leg...

...alled. No debt shall be contracted, or liability incurred, for the association, except by one or more of such managers, and no liability for an amount exceeding five hundred dollars, except against the person incurring it, shall bind the association unless reduced to writing and signed by at least two such managers.

...Persons forming a limited partnership association may make contribution to the capital thereof in real or personal estate, mines, or other property, at a valuation to be approved by all the members subscribing to its capital, but in any case one half of the capital must be paid in cash. In the statement required by section 1783.01 of the Revised Code to be recorded, it must be certified whether subscriptions to the ...

...Interest in a limited partnership association is personal estate, and may be transferred under rules prescribed by the association. Such transfer shall take effect when the instrument transferring the interest is delivered for record, including the names of the parties thereto and the amount of the interest so transferred, in the office of the county recorder, who shall enter it. For such entry he shall receive the ...

...uch instruments by its chairman and its secretary. The association shall sue and be sued in the association name. When suit is brought against it, service shall be made upon its chairman, secretary, or treasurer, and such service shall be deemed as complete and effective as if made upon each member of the association.

...t more than ten days after such debt or liability was contracted. Such register shall be open to the inspection of all persons interested in any manner in the business or financial standing of the association, during all its business hours. In case such association fails to enter on such register any debt or liability within ten days after it has been contracted, or makes or suffers to be made any false entry thereo...

...The members of a limited partnership association shall not be liable under any judgment, decree, or order obtained against the association, or for any debt or engagement of the association, further or otherwise than is provided in sections 1783.01 to 1783.06, inclusive, and 1783.09 to 1783.12, inclusive, of the Revised Code.

...s been issued against the property of a limited partnership association, and if there cannot be found sufficient property on which to levy or enforce such process, then such execution or process may be issued against any of the members, to the extent of the portions of their respective subscriptions in the capital of the association that are not then paid up; but no such execution shall issue against any member excep...

...A limited partnership association from time to time may divide the profits of its business as a majority of its managers determine. Such division of profits shall not, at the time it is made diminish or impair the capital of the association. Anyone consenting to a dividend which diminishes or impairs the capital shall be liable to any person injured thereby, to the amount of such diminution or impairment.

...A limited partnership association may be dissolved upon either of the following events: (A) When the period fixed for its duration expires; (B) When by a vote of a majority of its members, in value of interest and in number, a dissolution is determined upon. Notice of such dissolution shall be given by publication in two newspapers, published in the proper city or county, at least six consecutive times. Immediate...

...When a limited partnership association is dissolved by the voluntary action of its members, its property shall be applied as follows: (A) First, to the payment of all its debts for work and labor; and to secure such debts, in case its property is insufficient, the separate estate of each partner shall be liable without limitation or exemption, except as provided by law; (B) Second, to the satisfaction of its other ...

...e awarded or enforced with respect to a foreign-money claim. (B) "Bank-offered spot rate" means the spot rate of exchange at which a bank will sell foreign money at a spot rate. (C) "Conversion date" means the banking day next preceding the date on which money, in accordance with sections 2337.01 to 2337.15 of the Revised Code, is: (1) Paid to a claimant in an action or distribution proceeding; (2) Paid to the of...

....15 of the Revised Code apply only to a foreign-money claim in an action or distribution proceeding. (B) Sections 2337.01 to 2337.15 of the Revised Code apply to foreign-money issues even if other law under the conflict of laws rules of this state applies to other issues in the action or distribution proceeding.

... used in a transaction giving rise to a foreign-money claim and may agree to use different moneys for different aspects of the transaction. Stating the price in a foreign money for one aspect of a transaction does not alone require the use of that money for other aspects of the transaction.

...(A) The money in which the parties to a transaction have agreed that payment is to be made is the proper money of the claim for payment. (B) If the parties to a transaction have not otherwise agreed, the proper money of the claim, as in each case may be appropriate, is the money: (1) Regularly used between the parties as a matter of usage or course of dealing; (2) Used at the time of a transaction in international...

...If an amount contracted to be paid in a foreign money is measured by a specified amount of a different money, the amount to be paid is determined on the conversion date. (B) If an amount contracted to be paid in a foreign money is to be measured by a different money at the rate of exchange prevailing on a date before default, that rate of exchange applies only to payments made within a reasonable time after default,...

...erson may assert a claim in a specified foreign money. If a foreign-money claim is not asserted, the claimant makes the claim in United States dollars. (B) An opposing party may allege and prove that a claim, in whole or in part, is in a different money than that asserted by the claimant. (C) A person may assert a defense, set-off, recoupment, or counterclaim in any money without regard to the money of other claims...

... this section, a judgment or award on a foreign-money claim must be stated in an amount of the money of the claim. (B) A judgment or award on a foreign-money claim is payable in that foreign money or, at the option of the debtor, in the amount of United States dollars which will purchase that foreign money on the conversion date at a bank-offered spot rate. (C) Assessed costs must be entered in United States dollar...

...g is initiated governs all exchanges of foreign money in a distribution proceeding. A foreign-money claimant in a distribution proceeding shall assert its claim in the named foreign money and show the amount of United States dollars resulting from a conversion as of the date the proceeding was initiated.