Ohio Revised Code Search

...(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...

...(A) Any statement filed with the secretary of state pursuant to this chapter 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 ...

...(A) A partnership is an entity distinct from its partners. (B) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 1776.81 of the Revised Code. (C) Except as otherwise provided in the Revised Code or the partnership agreement, a partnership formed under this chapter has authority to engage in any activity in which a domes...

...ip. (B) An association formed under a statute not included in this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter. (C) In determining whether a partnership is formed, the following rules apply: (1) Holding property in joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not...

...(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...

...(A)(1) A partnership may file a statement of partnership authority. Any statement filed pursuant to this section shall include all of the following: (a) The name of the partnership; (b) The street address of the partnership's chief executive office and that of one office in this state, if an office exists in this state; (c) The names and mailing addresses of all of the partners or of an information agent the...

...A partner, or other person that a filed statement of partnership authority names as a partner or included in a list an agent maintains pursuant to division (B) of section 1776.33 of the Revised Code, may file a statement of denial stating 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 o...

...(A) A partnership is liable for loss or injury caused to a person or for a penalty 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 partner...

...(A) Except as otherwise provided in divisions (B) and (C) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (B) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner. (C) An obligation o...

...(A) A partnership may sue and be sued in 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 ...

...(A) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to any person to whom the representation is made if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by ...

...(A) Each partner is deemed to have an account to which both of the following apply: (1) The account is credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; (2) The account is charged with an amount equal to the money plus the value of any other proper...

...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...

...(A) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in divisions (B) and (C) of this section. (B) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the ...

...(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.

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

...(A) A transfer, in whole or in part, of 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 partn...

...(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...

...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...

...A claim for relief with respect to a transfer or an obligation that is fraudulent under section 1336.04 or 1336.05 of the Revised Code is extinguished unless an action is brought in accordance with one of the following: (A) If the transfer or obligation is fraudulent under division (A)(1) of section 1336.04 of the Revised Code, within four years after the transfer was made or the obligation was incurred or, if later...

...Unless displaced by this chapter, the principles of law and equity, including, but not limited to, the law merchant and the law relating to principal and agent, estoppel, laches, fraud, misrepresentation, duress, coercion, mistake, insolvency, or other validating or invalidating cause, supplement the provisions of this chapter.

...This chapter may be cited as the Ohio uniform fraudulent transfer act.

... within the state shall be known as the Ohio co-ordinate system of 1927 and the Ohio co-ordinate system of 1983. This chapter applies only to the Ohio co-ordinate system of 1927 and the Ohio co-ordinate system of 1983 and to the use of these systems. Under these systems the state is divided into a north zone and a south zone. The area included in the following counties on the effective date of this amendment, shal...

...ablished for use in the north zone, the Ohio co-ordinate system of 1927 or the Ohio co-ordinate system of 1983 shall be named, and in any land description in which it is used it shall be designated, the Ohio co-ordinate system of 1927, north zone, or the Ohio co-ordinate system of 1983, north zone. As established for use in the south zone, the Ohio co-ordinate system of 1927 or the Ohio co-ordinate system of 1983 sh...

...nited States survey foot when using the Ohio co-ordinate system of 1927, and expressed in metres and decimals of a metre when using the Ohio co-ordinate system of 1983. One of these distances, known as the "x co-ordinate," shall give the position in an east and west direction; the other, known as the "y co-ordinate," shall give the position in a north and south direction. These co-ordinates shall be made to depend up...

...f which depends exclusively upon either Ohio co-ordinate system.

...When any tract of land extends from one zone into the other the co-ordinate zones established by section 157.01 of the Revised Code, the positions of all points on its boundaries may be referenced to either of the two zones.

...tates department of commerce: (1) The "Ohio co-ordinate system of 1927, north zone" is a Lambert conformal conic projection of the Clarke spheroid of 1866, having standard parallels at north latitudes of 40° 26' and 41° 42' along which parallels the scale shall be exact; the origin of co-ordinates is at the intersection of the meridian 82° 30' west of Greenwich and the parallel 39° 40' north latitude. This origin is...

...Co-ordinates based on either Ohio co-ordinate system and used to describe and locate positions of land boundary corners shall be surveyed and determined within a maximum positional error of plus or minus 0.05 metres, except that it may be less than 0.05 metres if local land survey standards of practice for positional errors so dictate, with respect to the nearest horizontal control station established in conformity w...

...Extension of co-ordinate control by qualified surveyors for local co-ordinate control densification shall be executed in conformity with standards of accuracy and specifications for first or second-order geodetic surveys as prepared and published by the federal geodetic control committee of the United States department of commerce pursuant to section 157.07 of the Revised Code. Control monumentation for analysis of l...

...Distances, bearings, and areas computed indirectly from co-ordinates shall be considered acceptable measurement evidence for land and other surveys if such co-ordinates have been determined in accordance with sections 157.04, 157.07, and 157.08 of the Revised Code.

...Use of the terms "Ohio co-ordinate system of 1927, north zone," or "Ohio co-ordinate system of 1927, south zone," on any map, report of survey or other document shall be limited to co-ordinates based on the "Ohio co-ordinate system of 1927" as defined in this chapter.

...7.01 to 157.10 of the Revised Code, the Ohio co-ordinate system of 1927 shall not be used after 1999 and the Ohio co-ordinate system of 1983 shall be used after that date. Nothing in sections 157.01 to 157.10 of the Revised Code shall be construed to require that land descriptions using the Ohio co-ordinate system of 1927 and recorded before January 1, 2000, be conformed to the Ohio co-ordinate system of 1983.

...e, a comparable order under a successor statute of general application, or a comparable order under any federal, state, or foreign law governing insolvency. (J) "Distribution" means a transfer of money or other property from a limited liability company, or a series thereof, to another person on account of a membership interest. (K) "Entity" means a general partnership, limited partnership, limited liability partn...

...This chapter may be cited as the "Ohio Revised Limited Liability Company Act."

...(A) A person knows a fact when either of the following is met: (1) The person has actual knowledge of the fact. (2) The person is deemed to know the fact under law other than this chapter. (B) A person has notice of a fact when any of the following is met: (1) The person knows of the fact. (2) The person receives notification of the fact. (3) The person has reason to know the fact from all the facts known...

...(A) A limited liability company is a separate legal entity. A limited liability company's status for tax purposes shall not affect its status as a separate legal entity formed under this chapter. (B) A limited liability company has perpetual duration.

...(A) A limited liability company may carry on any lawful activity, whether or not for profit. (B) A limited liability company shall possess and may exercise all the powers and privileges granted by this chapter or by any other law or by its operating agreement, together with any powers incidental thereto, including those powers and privileges necessary or convenient to the conduct, promotion, or attainment of the bu...

...pplement this chapter. (C) Rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. (D) Sections 1309.406 and 1309.408 of the Revised Code do not apply to any interest in a limited liability company, including all rights, powers, and interests arising under an operating agreement or this chapter. This division prevails over those sections, and is ...

...The law of this state governs all of the following: (A) The organization and internal affairs of a limited liability company; (B) The liability of a member as a member for the debts, obligations, or other liabilities of a limited liability company; (C) The authority of the members and agents of a limited liability company; (D) The availability of the assets of a limited liability company or series thereof for...

...(A) The name of a limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C.," "LLC," "limited," "ltd.," or "ltd". (B) Except as provided in this section and in sections 1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised Code, the secretary of state shall not accept for filing in the secretary of state's office the articles of organization of a limited liab...

...(A) Except as otherwise provided in divisions (B) and (C) of this section, both of the following apply: (1) An operating agreement governs relations among the members as members and between the members and the limited liability company. (2) To the extent that an operating agreement does not otherwise provide for a matter described in division (A)(1) of this section, this chapter governs the matter. (B)(1) To th...

...(A) A limited liability company is bound by and may enforce its operating agreement, whether or not the limited liability company has itself manifested assent to its operating agreement. (B) A person that is admitted as a member of a limited liability company becomes a party to and assents to the operating agreement subject to division (A) of section 1706.281 of the Revised Code. (C) Two or more persons intending...

...(A) An operating agreement may be amended upon the consent of all the members of a limited liability company or in such other manner authorized by the operating agreement. If an operating agreement provides for the manner in which it may be amended, including by requiring the approval of a person who is not a party to the operating agreement or the satisfaction of conditions, it may be amended only in that manner or ...