Ohio Revised Code Search

...ent may not do any of the following: (1) Vary the rights and duties under section 1776.05 of the Revised Code except to eliminate the duty to provide copies of statements to all of the partners; (2) Unreasonably restrict the right of access to books and records under division (B) of section 1776.43 of the Revised Code; (3) Eliminate the duty of loyalty under division (B) of section 1776.44 of the Revised Code...

...(A)(1) A partner or a liquidating trustee of a partnership that is formed under the laws of this state or that is doing business in this state may be served with process in the manner this section prescribes in all civil actions or proceedings brought in this state involving or relating to the business of the partnership or a violation by the partner or the liquidating trustee of a duty to the partnership or an...

...s formed, the following rules apply: (1) Holding property in joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property. (2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing the returns have a jo...

...he extent not inconsistent with section 1776.36 of the Revised Code, any or all of the partners in the same action or in separate actions. (C) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner. (D) A judgment creditor of a partner may not levy executio...

...o which both of the following apply: (1) The account is credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; (2) The account is charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the p...

...al disability, both of the following: (1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; (2) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonab...

...partners is limited to the following: (1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (2) To refrain from dealing with the partnership in the conduct or winding up of...

...ss, to enforce any of the following: (1) The partner's rights under the partnership agreement; (2) The partner's rights under this chapter, including any of the following: (a) The partner's rights under sections 1776.41, 1776.43, or 1776.44 of the Revised Code; (b) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 1776.54 of the Revised Code, ...

...rest in the partnership has a right: (1) To receive, in accordance with the transfer, distributions to which the transferor otherwise would be entitled; (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; (3) To seek under division (F) of section 1776.61 of the Revised Code, a determinatio...

... be redeemed by any of the following: (1) The judgment debtor; (2) One or more of the other partners by using property other than partnership property; (3) One or more of the other partners, with the consent of all of the partners whose interests are not so charged, by using partnership property. (D) Nothing in this chapter deprives a partner of any right under exemption laws with respect to the partner's in...

...l 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 undertaking, before the expiration of the term or the completion of the undertaking, if any of the ...

... 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 transaction all of the following were true: (1) The other party reasonably believed that the dissociated partner was then a partner. (2) The other party d...

... a surviving partnership under sections 1776.68 to 1776.79 of the Revised Code, within two years after the partner's dissociation, only if pursuant to section 1776.36 of the Revised Code the partner would have been liable for the obligation if the transaction had been entered into while the person was a partner and, at the time of entering into the transaction, all of the following were true: (1) The other...

...t event, both of the following apply: (1) The partnership shall resume carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred. (2) The dissolution shall not affect the rights of a third party accruing under division (A) of section 1776.64 of the Revis...

...fective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the partners, officers, or other authorized representatives of the respective constituent entities sha...

...ective, all of the following apply: (1) The converting entity is continued in the converted entity. (2) The converted entity exists, and the converting entity ceases to exist. (3) The converted entity possesses both of the following and both of the following continue in the converted entity without any further act or deed: (a) Except to the extent limited by requirements of applicable law, both of the foll...

...enting partners as provided in section 1776.77 of the Revised Code: (1) Partners of a domestic partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1776.68 or 1776.69 of the Revised Code; (2) In the case of a merger into a domestic partnership, partners of the surviving domestic partnership who under section 1776.68 of the Revised Code are ...

...(A)(1) When authorized by division (F) of section 1776.77 of the Revised Code, a dissenting partner or a partnership may file a complaint under this section demanding the relief this section describes. Any complaint 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...

...des and any of the following is true: (1) A judgment based on the same claim entered was against the surviving or resulting entity of the merger, consolidation, or conversion and a writ of execution on the judgment was returned unsatisfied in whole or in part. (2) The surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion is a debtor in bankruptcy. (3) Th...

...t shall contain all of the following: (1) The name of the partnership; (2) The street address of the partnership's chief executive office and, if the partnership's chief executive office is not in this state, the street address of any office in this state; (3) If the partnership does not have an office in this state, the name and street address of the partnership's agent for service of process; (4) A statemen...

... of state from all of the following: (1) The name of any other limited liability partnership registered in the office of the secretary of state pursuant to this chapter or Chapter 1775. of the Revised Code, whether domestic or foreign; (2) The name of any domestic corporation that is formed under Chapter 1701. or 1702. of the Revised Code or any foreign corporation that is registered pursuant to Chapter 1703. of ...

...shall contain all of the following: (1) The name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (2) The street address of the partnership's chief executive office and, if the partnership's chief executive office is not in this state, the street address of any office of the partnership in this state; (3) If the pa...

...ng business for the purpose of section 1776.86 of the Revised Code include all of the following: (1) Maintaining, defending, or settling an action or proceeding; (2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securit...

... the certificate referred to in section 1782.08 of the Revised Code, and the certificate as amended or restated. (B) "Contribution" means any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in his capacity as a partner. (C) "Entity" means any of the following: (1) A for profi...

...retary of state, as provided in section 1782.13 of the Revised Code. The certificate shall be on a form prescribed by the secretary of state and shall set forth all of the following: (1) The name of the limited partnership; (2) The address of the principal place of business of the limited partnership; (3) The name and business or residence address of each general partner; (4) Any other matters that the general pa...