Ohio Revised Code Search

...nterest. (K) "Entity" means a general partnership, limited partnership, limited liability partnership, limited liability company, association, corporation, professional corporation, professional association, nonprofit corporation, business trust, real estate investment trust, common law trust, statutory trust, cooperative association, or any similar organization that has a governing statute, in each case, whether f...

...s chapter: (A) "Certificate of limited partnership" means 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. ...

...(A) Each limited partnership shall maintain continuously in this state an agent for service of process on the limited partnership. The agent shall be one of the following: (1) A natural person who is a resident of this state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, pr...

...liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of the business the limited partner is liable only to persons who transact business with the ...

...ded in this section, a domestic limited partnership and one or more additional domestic limited 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 ...

...ded in this section, a domestic limited partnership and one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic limited partnership, or a domestic limited partnership together with one or more additional domestic or foreign entities may be consolidated into a new entity other than a domestic limited partnership to be formed by such consolidation. The merger or c...

...(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...

...ded in this section, a domestic limited partnership may be converted into a domestic or foreign entity other than a domestic limited partnership. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converted entity will exist. (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,...

...(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...

...(A)(1) Each limited partnership existing prior to July 1, 1994, and each foreign limited partnership registered pursuant to sections 1782.49 and 1782.50 of the Revised Code prior to that date 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) Ea...

...d of at least five years. (2) Stocks, limited liability company membership interests, limited partnership interests, or limited liability partnership interests of any insurance, financial, investment, or investment management companies, which investment management companies are registered with the securities and exchange commission under the "Investment Company Act of 1940," 54 Stat. 789, 15 U.S.C. 80a-1, as ...

...s any person, partnership, association, limited liability company, limited liability partnership, or corporation, foreign or domestic, who for another, whether pursuant to a power of attorney or otherwise, and who for a fee, commission, or other valuable consideration, or with the intention, or in the expectation, or upon the promise of receiving or collecting a fee, commission, or other valuable consideration does a...

...st day of December. (6) In the stocks, limited liability company membership interests, limited partnership interests, or limited liability partnership interests of insurance, financial, investment, and investment management companies, which investment management companies are registered with the securities and exchange commission under the "Investment Company Act of 1940," 54 Stat. 789, 15 80a-1, as amended, o...

...iness in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state an application for registration as a foreign limited partnership. The application shall be on a form prescribed by the secretary of state, shall be signed by a general partner, and shall set forth all of the following: (A) The...

...event a firm, partnership, association, limited liability company, or corporation of architects registered under those sections from providing architectural services and do not prevent an individual registered as a landscape architect under sections 4703.30 to 4703.49 of the Revised Code or as a professional engineer under Chapter 4733. of the Revised Code from being a member or trustee of a firm, partnership, associ...

...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 rights ...

...le 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 status of the business and the financial condition of the limited par...

...d liability company, general or limited partnership, or unincorporated association shall act or hold itself out as an auctioneer without a valid auctioneer's license issued under this section. (B) The department of agriculture may grant an auctioneer's license to a corporation, limited liability company, general or limited partnership, or unincorporated association that is determined to be qualified by the departm...

...(A) A firm, partnership, association, limited liability company, or corporation may provide landscape architectural services in this state as long as the services are provided only through natural persons registered to provide those services in this state and subject to the requirements of this chapter. (B) No firm, partnership, association, limited liability company, or corporation shall provide landscape architec...

...ted 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 partner may withdraw upon not less than six ...

...if the new entity is a domestic limited partnership, the written partnership agreement contained in or provided for in the agreement of consolidation shall be its original partnership agreement. In the case of a merger in which the surviving entity is a limited partnership, the written partnership agreement of the surviving limited partnership in effect immediately prior to the time the merger becomes effective shall...

...ers who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a liquidating trustee approved by the limited partners as provided in the partnership agreement, may wind up the affairs of the limited partnership. Upon application of any partner or his legal representative or assignee , the court of common pleas may wind up the affairs of the limited partnership or may cause its affai...

...al association, corporation-for-profit, limited liability company, or other business organization not addressed in this section that is practicing public accounting in this state shall assume or use the title or designation "certified public accountant," "public accountant," "certified accountant," "chartered accountant," "enrolled accountant," "licensed accountant," "registered accountant," or any other title or des...

... act or deed: (a) Except to the extent limited by the mandatory provisions of applicable law: (i) All assets and property of every description of each constituent entity, and every interest in the assets and property of each constituent entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in any constituent entity does not re...

...(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...