Ohio Revised Code Search

...(A) A partnership shall keep its books and records, if any, at its chief executive office. (B) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy b...

...(A) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to the partnership, causing harm to the partnership. (B) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to enforce any of the following: (1) The partner's rights...

...(A) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will. (B) If the partners, or those who habitually acted in the business during the ter...

...A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.

...ansferable interest of a partner in the partnership. The economic interest is personal property.

...f a partner's economic interest in the partnership is permissible and does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business. A transfer does not entitle the transferee, as against the other partners or the partnership, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to...

... the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require. (B) A charging order constitutes a lien on the judgment debtor's economic interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser ...

...A partner is dissociated from a partnership upon the occurrence of any of the following events: (A) The partnership has notice of the partner's express will to withdraw as a partner, on the date of the notice or on a later date the partner specifies; (B) The happening of an event agreed to in the partnership agreement as causing the partner's dissociation; (C) The partner's expulsion pursuant to the partnersh...

... 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 following applies: (a) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under divisi...

...in a dissolution and winding up of the partnership business, sections 1776.61 to 1776.67 of the Revised Code apply. Otherwise, sections 1776.54 to 1776.58 of the Revised Code apply. (B) Upon a partner's dissociation, all of the following apply: (1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 1776.63 of the Re...

...) When a partner is dissociated from a partnership and that dissociation does not result in a dissolution and winding up of the partnership business under section 1776.61 of the Revised Code, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to division (B) of this section. (B)(1) The buyout price of a dissociated partner's ...

...in a dissolution and winding up of the partnership business, the partnership, including 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 reas...

...discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in division (B) of this section. (B) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transacti...

...(A) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (B) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of divisions (D) and (E) of section 1776.33 of the Revised Code. (C) For the purposes of division (A)(3) of section 1776.55 and ...

...Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

...A partnership is dissolved, and the partnership's business shall be wound up, only upon the occurrence of any of the following events: (A) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under divisions (B) to (J) of section 1776.51 of the Revised Code, of that partner's express will to withdraw immediately as a partner, or at a later date a...

...ect to division (B) of this section, a partnership may continue after dissolution only for the purpose of winding up its business. The partnership is terminated when its business is completed. (B) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may wa...

...ated may participate in winding up the partnership's business, but on the application of any partner, a partner's legal representative, or a transferee, the court of common pleas for good cause shown, may order judicial supervision of the winding up. (B) The legal representative of the last surviving partner may wind up a partnership's business. (C) A person winding up a partnership's business may preserve t...

...section 1776.65 of the Revised Code, a partnership is bound by a partner's act after dissolution under either of the following conditions: (A) The act is appropriate for winding up the partnership business. (B) If the other party to the transaction did not have notice of the dissolution, the act would have bound the partnership under section 1776.31 of the Revised Code before dissolution.

...of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (B) A statement of dissolution cancels a filed statement of partnership authority for the purposes of division (D) of section 1776.33 of the Revised Code and is a limitation on such authority for the purposes of division (E) section 1776.33 of the Revised Code. (C) For the purposes of s...

...artners for the partner's share of any partnership liability incurred under section 1776.64 of the Revised Code. (B) A partner who, with knowledge of the dissolution, incurs a partnership liability under division (B) of section 1776.64 of the Revised Code by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from...

...(A) In winding up a partnership's business, any assets of the partnership, including the contributions this section requires the partners to make, shall be applied to discharge or make reasonable provision for its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance ...

...ion (B)(2) of this section, a domestic partnership may be converted into a domestic or foreign entity other than a domestic partnership pursuant to a written declaration of conversion as this section provides if that conversion is 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 fol...

...s otherwise provided in writing in the partnership agreement of a constituent domestic partnership, all of the following are entitled to relief as dissenting 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)...

...(A) A partner of a domestic partnership is entitled to relief as a dissenting partner with respect to the proposals described in section 1776.76 of the Revised Code only as this section provides. (B)(1) When a proposal of merger, consolidation, or conversion is submitted to the partners at a meeting, a partner may be a dissenting partner only if that partner is a record holder of the partnership interests ...