Ohio Revised Code Search

...n into a foreign surviving corporation, limited liability company, limited partnership, or unincorporated association that is not licensed or registered to transact business in this state or in the case of a consolidation of a domestic constituent corporation into a new foreign corporation, limited liability company, limited partnership, or unincorporated association, if the surviving or new entity intends to t...

...ed liability company, limited liability partnership, or limited partnership, domestic or foreign, or every trade name, registered in the office of the secretary of state, theretofore authorized to transact business in this state, without the consent of the other corporation, limited liability company, limited liability partnership, limited partnership, or trade name registrant, evidenced in writing filed with the sec...

...vised Code; (3) Any limited liability partnership, whether the name is of a domestic limited liability partnership or a foreign limited liability partnership registered pursuant to Chapter 1775. or 1776. of the Revised Code; (4) Any limited partnership, whether the name is of a domestic limited partnership or a foreign limited partnership registered pursuant to Chapter 1782. of the Revised Code; (5) Any trade n...

...(A) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution and after giving effect to the distribution, all liabilities of the limited liability partnership exceed the fair value of the assets of the limited liability partnership, other than liabilities to partners on account of their economic interests and liabilities for which the recourse...

...(A) Each limited partnership shall keep at its principal office, which need not be in this state, all of the following: (1) A current list of the full name and last known business or residence address of each partner, separately listing and identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order; (2) A copy of the certificate of limited partnership and all certificat...

...(A) To form a limited partnership, a certificate of limited partnership shall be executed and filed with the secretary 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...

...(A) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of the winding up of the partnership or at any other time there are no limited partners. (B) A certificate of cancellation shall be filed with the secretary of state on a form prescribed by the secretary of state. It shall set forth all of the following: (1) The name of the limited partnership and the file number as...

...gnee of a general partner, may become a limited partner if, and to the extent that, either of the following occurs: (1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; (2) All other partners consent. (B) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, ...

...(A) Upon the winding up of a limited partnership, the assets shall be distributed in the following order: (1) To creditors, including partners, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners pursuant to section 1782.31 or 1782.34 of the Revised Code; (2) Except as otherwise provided in the partnership agreement, to partn...

...corporation, limited liability company, partnership, limited partnership, or other entity has been dissolved, is insolvent, is in imminent danger of insolvency, or has forfeited its corporate, limited liability company, partnership, limited partnership, or other entity rights; (7) In all other cases in which receivers have been appointed by the usages of equity. (B) A receiver appointed under division (A)(1), (2), ...

...ving or new entity is a foreign limited partnership that desires to transact business in this state as a foreign limited partnership, a statement to that effect, together with all of the information required under section 1782.49 of the Revised Code when a foreign limited partnership registers to transact business in this state; (10) If the surviving or new entity is a foreign limited liability company that desires...

...ed partner to contribute to the limited partnership is not enforceable unless it is set out in a writing signed by the limited partner. (B) Except as otherwise provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or other property or to perform services, even if he is unable to perform because of death, disability, or any other...

...resenting an interest in a partnership, limited liability company, limited partnership, partnership association, syndicate, pool, trust, trust fund, or other unincorporated association may be so carried out if the securities are sold to not more than a maximum of thirty-five purchasers, the aggregate commission, discount, or other remuneration, excluding legal, accounting, and printing fees, paid or given directly or...

...A general partner of a limited partnership may make contributions to, and share in the profits and losses of and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to, and share in the profits, losses, and distributions of, the limited partnership as a limited partner. A person who is both a general and a limited partner shall have all the rights and po...

..., limited liability company, or limited partnership, the articles of incorporation, the articles of organization, or the certificate of limited partnership of the new domestic entity shall be filed with the certificate of merger or consolidation. (3) In the case of a merger into a domestic corporation, limited liability company, or limited partnership, any amendments to the articles of incorporation, articles o...

...ing, but not limited to, an individual, partnership, limited liability company, limited liability partnership, association, trust, business trust, or corporation. (J) "Policy" means an individual or group policy, group certificate, or other contract or arrangement of life insurance affecting the rights of a resident of this state or bearing a reasonable relation to this state, regardless of whether delivered or is...

...f its incorporation; if the person is a partnership or limited liability partnership, the state in which the partnership is organized and the names of the general partners; and, if the person is a limited liability company, the state of its organization; (2) The goods or services on or in connection with which the mark is used, the mode or manner in which the mark is used on or in connection with the goods or servic...

...oration, a limited liability company, a partnership, an association or other unincorporated entity, a joint-stock company, or a trust, but only if the corporation, limited liability company, partnership, association, entity, joint-stock company, or trust was not formed for the purpose of purchasing the security. (3) As used in division (O)(1) of this section, "equity security" means any stock or similar security of...

... unincorporated nonprofit association, limited liability company, limited partnership, or unincorporated association that is not licensed or registered to transact business in this state or in the case of a consolidation of a domestic constituent unincorporated nonprofit association into a new foreign unincorporated nonprofit association, limited liability company, limited partnership, or unincorporated associ...

...it organization including a general or limited partnership; (e) A limited liability company; (f) A nonprofit corporation. (H) "Foreign entity" means an entity formed under the laws of another state. (I) "Foreign limited liability partnership" means a partnership formed under laws other than the laws of this state and that has the status of a limited liability partnership under those laws. (J) "Limited liabi...

...(A) A limited liability partnership and a foreign limited liability partnership authorized to transact business in this state shall file a biennial report in the office of the secretary of state. The report 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 stre...

...he Revised Code, a general partner of a limited partnership shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. (B) Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership ...

...d or voidable with respect to a limited partnership for the reason that the contract, action, or transaction is among or affects the limited partnership and one or more of its partners, or that the contract, action, or transaction is among or affects the limited partnership and any other person in which one or more of the partners are directors, trustees, officers, or partners, or have a financial or personal interes...

...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...

...e, no person, partnership, association, limited liability company, limited liability partnership, or corporation shall act as a real estate broker or real estate salesperson, or advertise or assume to act as such, without first being licensed as provided in this chapter. No person, partnership, association, limited liability company, limited liability partnership, or corporation shall provide services that requ...