Ohio Revised Code Search

...n agent changes from that stated in the records of the secretary of state, the partnership forthwith shall file with the secretary of state an amendment to its statement of partnership authority setting forth the new address. (E) An agent may resign by filing a written and signed notice of resignation with the secretary of state on a form the secretary prescribes and mailing a copy of that notice to the partnership...

...(A) Service of legal process upon any partnership that has not filed a statement of partnership authority in this state and that is formed under the laws of this state or doing business in this state may be made by delivering a copy personally to any partner doing business in this state or by leaving it at a partner's dwelling house or usual place of abode in this state or at a place of business of the pa...

...er 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 any partner of the partnership, whether or not the partner or the liquidating trustee is a partner or a liquidating trustee at the time suit is commenced. (2) A person who is a part...

...(A) Any person who is adversely affected by the failure or refusal of a person to execute a statement as this chapter requires may petition the court of common pleas to direct the execution of that statement. If the court finds that the execution of the statement is proper and that a person has failed or refused to execute that statement as designated, the court shall order the secretary of state to file that s...

...er that is an inaccurate record of the action referred to in the statement, or that was defectively or erroneously executed, may be corrected by filing a statement of correction with the secretary of state. The statement of correction shall specify the inaccuracy or defect to be corrected, set forth the inaccurate or defective portion of the statement in corrected form, and be executed and filed as this chapter...

...chapter has authority to engage in any activity in which a domestic corporation or a domestic limited liability company may lawfully engage and has the powers of a domestic corporation or domestic limited liability company.

...e; (b) Services as an independent contractor or wages or other compensation to an employee; (c) Rent; (d) An annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner; (e) Interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the...

...(A) Property acquired by a partnership is property of the partnership and not the property of the partners individually. (B) Property is partnership property if the property is acquired in the name of either of the following: (1) The partnership; (2) One or more partners when the instrument transferring title to the property indicates that the transferee holds the property in the capacity as a partner, or th...

...(A) The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services. (B) A partner is obligated to the partnership to perform any promise to contribute cash, property, or services even if the partner is unable to perform because of death, disability, or any other reason. If a partner does not make th...

...Both of the following govern the acts of a partner, subject to any statement of partnership authority under section 1776.33 of the Revised Code: (A) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind ...

...(A) Partnership property may be transferred as follows: (1) Partnership property held in the name of the partnership may be transferred by an instrument of transfer a partner executes in the partnership name, subject to any statement of partnership authority under section 1776.33 of the Revised Code. (2) Partnership property held in the name of one or more partners, when the instrument transferring the proper...

... partners have to enter into other transactions on behalf of the partnership, and any other matter. (B) If a filed statement of partnership authority names an agent, that agent shall maintain a list of the names and mailing addresses of all of the partners and make the list available to any person on request for good cause shown. (C) If a filed statement of partnership authority is executed pursuant to divisio...

...ng the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority under divisions (D) and (E) of section 1776.33 of the Revised Code.

...lty incurred as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (B) A partnership is liable for the loss if, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property...

...y partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a partner. This division applies notwithstanding anything inconsistent in the partnership agreement that existed before any vote required to beco...

... the name of the partnership. (B) An action may be brought against the partnership and, to the 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 ...

...orted partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results,...

...ided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners. (K) This section does not affect the obligations of a partnership to other persons under section 1776.31 of the Revised Code.

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

...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 books...

...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.