Ohio Revised Code Search

...A partner has no right to receive, and is not required to accept, a distribution in kind.

...(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...

...F) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law. (G) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a ...

...(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...

...f the partners, or those who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, the partners are presumed to have agreed that the partnership will continue.

...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.

...A partner's economic interest is the only transferable interest of a partner in the partnership. The economic interest is personal property.

...nformation concerning partnership transactions, or to inspect or copy the partnership books or records. (B) A transferee of a partner's economic interest 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 tran...

...(A) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the economic interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment deb...

...business that makes it not reasonably practicable to carry on the business in partnership with the partner. (F) The partner's doing any of the following: (1) Becoming a debtor in bankruptcy; (2) Executing an assignment for the benefit of creditors; (3) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's...

...(A) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will 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 und...

...(A) If a partner's dissociation results 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 otherwi...

...ion, except liabilities incurred by an act of the dissociated partner under section 1776.55 of the Revised Code. (E) If no agreement for the purchase of a dissociated partner's interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay or cause to be paid, in cash to the dissociated partner, the amount the partnership estimates to be the buyout price and ac...

...8 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 did not have notice of the partner's dissociat...

... a partner to the other party in a transaction entered into by the partnership, or 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...

...(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.

...nership of the event is effective retroactively to the date of the event for purposes of this section; (E) On application by a partner, a determination by a tribunal that any of the following is true: (1) The economic purpose of the partnership is likely to be unreasonably frustrated. (2) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to c...

...(A) Subject 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...

... reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge or make reasonable provision for the partnership's liabilities, distribute the assets of the partnership pursuant to section 1776.67 of the Revised Code, settle disputes by mediation or arbitration,...

... 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.

...776.33 of the Revised Code in any transaction, whether or not the transaction is appropriate for winding up the partnership business.

...tion 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 the liability.

...(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 ...

... section 1776.70 of the Revised Code by action of the partners of a constituent partnership, the directors of a constituent corporation, or the comparable representatives of any other constituent entity; (3) In the case of a merger, any amendments to the partnership agreement of the surviving domestic partnership, or a provision that the written partnership agreement of a specified constituent partnership othe...