Ohio Revised Code Search

...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 ...

... either by mail at the address on the records of the partnership or in person. Unless the partnership agreement provides a shorter or longer period, the notice shall be given not less than seven and not more than sixty days before the meeting or the effective date of the action. The notice shall be accompanied by a copy or a summary of the material provisions of the agreement of merger or consolidation. (...

...oreign corporation that desires to transact business in this state as a foreign corporation, a statement to that effect, together with a statement regarding the appointment of a statutory agent and service of any process, notice, or demand upon that statutory agent or the secretary of state, as required when a foreign corporation applies for a license to transact business in this state; (8) If the surviving or new ...

...led, shall be recorded in the official records of that county. For that recording, the county recorder shall charge and collect the same fee as in the case of deeds.

...ranchises, and authority, whether of a public or private nature, of each constituent entity. (b) All obligations belonging to or due to each constituent entity. (5) The surviving or new entity is liable for all the obligations of each constituent entity, including liability to dissenting partners, dissenting shareholders, or other dissenting equity holders. Any claim existing or any action or proceeding pend...

... abandon the proposed conversion by an action that is taken prior to the filing of the certificate of conversion pursuant to section 1776.74 of the Revised Code; (3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting entity at the time of the conversion; (4) The parties to the declaration of conversion in addition to the converting entity...

...s of each partner as it appears on the records of the partnership, or in person. Unless the partnership agreement provides a shorter or longer period, notice shall be given not less than seven nor more than sixty days before the meeting or the effective date of the action. (2) A copy or a summary of the material provisions of the declaration of conversion shall accompany the notice described in division (E)(1)...

...led, shall be recorded in the official records of that county. For the recording, the county recorder shall charge and collect the same fee as in the case of deeds.

...ranchises, and authority, whether of a public or a private nature, of the converting entity. (b) All obligations belonging or due to the converting entity. (4) All the rights of creditors of the converting entity are preserved unimpaired, and all liens upon the property of the converting entity are preserved unimpaired. A partner of a converting partnership who is not a general partner of the converted entit...

...he Revised Code are entitled to vote or act on the adoption of an agreement of merger, but only as to the interests so entitling them to vote or act. (3) Partners of a domestic partnership that is converting into a converted entity pursuant to section 1776.73 of the Revised Code. (B) Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership is liable to the partners of ...

...tion of the demand for payment in its records. When an uncertificated interest for which a dissenting partner demands payment is to be transferred, any writing to evidence that transfer shall bear the legend required for certificated interests as this section provides. (5) A transferee of interests who receives an endorsed certificate or an uncertificated interest with a notation acquires only those rights...

...hall contain a brief statement of the facts, including the vote or action by the partners and the facts entitling the dissenting partner to the relief demanded. No answer to a complaint is required. Upon the filing of a complaint, the court, on motion of the petitioner, shall enter an order fixing a date for a hearing and require a copy of the complaint, a notice of the filing, and the date for the hearing be ...

...s imposed on the partner by law or contract independent of the existence of the surviving or resulting entity of the merger, consolidation, or conversion.

...(A) A partnership may become a limited liability partnership pursuant to this section. (B) Any terms and conditions by which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except when the partnership agreement expressly considers obligations to contribute to the partnership, in which case the required vote is the vote necessary ...

...rship shall be distinguishable upon the records in the office of the secretary of state from all of the following: (1) The name of any other limited liability partnership registered in the office of the secretary of state pursuant to this chapter or Chapter 1775. of the Revised Code, whether domestic or foreign; (2) The name of any domestic corporation that is formed under Chapter 1701. or 1702. of the Revised Co...

...iability 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 street address of the partnership's chief executive office and,...

...(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) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (B) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the l...