Ohio Revised Code Search

...(A) When authorized by division (F) of section 1782.436 of the Revised Code, a dissenting partner or limited partnership may file a complaint under this section demanding the relief described in this section. A complaint filed under this section shall 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...

...his section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign entity other than a domestic limited partnership may be converted into a domestic limited partnership. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converting entity exists. (B)(1) The written declaration of conversion shall set forth all of the fo...

...his section, pursuant to a written declaration of conversion as provided in this section, a domestic limited partnership may be converted into a domestic or foreign entity other than a domestic limited partnership. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall set forth all of the...

...(A) Upon the adoption of a declaration of conversion pursuant to section 1782.438 or 1782.439 of the Revised Code, or at a later time as authorized by the declaration of conversion, a certificate of conversion that is signed by an authorized representative of the converting entity shall be filed with the secretary of state. The certificate shall be on a form prescribed by the secretary of state and shall set fo...

...ase of a conversion into a foreign corporation, limited liability company, or partnership that is not licensed or registered to transact business in this state, if the converted entity intends to transact business in this state, and the certificate of conversion is accompanied by the information described in division (B)(4) of section 1782.433 of the Revised Code, then on the effective date of the conversion, the con...

...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...

...On application by or for a partner, the court of common pleas may decree the dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business of the limited partnership in conformity with the partnership agreement.

...(A) Except as otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a liquidating trustee approved by the limited partners as provided in the partnership agreement, may wind up the affairs of the limited partnership. Upon application of any partner or his legal representative or assignee , the court of common...

...(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...

...ted partnership may not be denied registration by reason of any difference between those laws and the laws of this state.

...etary of state an application for registration as a foreign limited partnership. The application shall be on a form prescribed by the secretary of state, shall be signed by a general partner, and shall set forth all of the following: (A) The name of the foreign limited partnership; (B) The state and date of its formation; (C) The name and address of the agent for service of process on the foreign limited part...

...pon receipt of an application for registration of a foreign limited partnership as described in section 1782.49 of the Revised Code and all filing fees required by law, the secretary of state shall accept the application for filing and shall make a copy of the application by microfilm or by any authorized photostatic or digitized process. Evidence of the filing shall be returned to the person who filed it. (B) Upon...

...A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that could be registered by a domestic limited partnership.

... statement in the application for registration of a foreign limited partnership was materially false when made or if any arrangements or other facts described have changed, thereby making the application inaccurate in any material respect, the foreign limited partnership shall file promptly with the secretary of state a certificate correcting the application on a form prescribed by the secretary of state and shall be...

...imited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation, which shall be on a form prescribed by the secretary of state and shall be signed by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactio...

...ed business in this state without registration. (D) A foreign limited partnership, by transacting business in this state without registration, hereby appoints the secretary of state as its agent for service of process with respect to causes of action arising out of the transaction of business in this state.

...The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections 1782.48 to 1758.54 of the Revised Code.

...A limited partner or, when authorized by section 1782.57 of the Revised Code, a former limited partner may bring an action on behalf of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.

...s as a partner devolved upon him by operation of law or pursuant to the partnership agreement from a person who was a partner at the time of the transaction.

...In a derivative action brought pursuant to section 1782.56 of the Revised Code, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general partner or the reasons for not making the effort.

...If a derivative action brought pursuant to section 1782.56 of the Revised Code is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds rec...

...(A) This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting the Uniform Limited Partnership Act (1985), national conference of commissioners on uniform state laws, except to the extent that the provisions of this chapter differ from those of that uniform act. (B) In any case not provided for in this...

...(A) A limited partnership formed under former Chapter 1781. of the Revised Code or another former law of this state that was in existence on April 4, 1985, shall not be dissolved and its legal existence shall not cease as a result of the repeal of the law under which it was formed, the enactment of this chapter, or the enactment of the amendments to this chapter contained in the act in which this amendment was enacte...

...A foreign limited partnership that filed a copy of its certificate of limited partnership in the office of a county recorder and was transacting business in this state immediately prior to April 4, 1985, is deemed to be registered as a foreign limited partnership in this state within the meaning of sections 1782.49 to 1782.53 of the Revised Code. It may continue to transact business in this state in accordance with a...

...artnership and an application for registration as a foreign limited partnership, respectively, with the secretary of state as follows: (a) Each limited partnership with a name beginning with the letter A, B, C, D, E, or F shall so file with the secretary of state on or before June 30, 1995; (b) Each limited partnership with a name beginning with the letter G, H, I, J, K, L, or M shall so file with the secretary of ...

...d proceedings and provisions for registration, the bonds shall have all the qualities and incidents of negotiable instruments under Title XIII of the Revised Code. The bonds may be issued in such form or forms as the commission determines, including without limitation coupon, book entry, and fully registered form, and provision may be made for the registration of any coupon bonds as to principal alone and also ...

...The Ohio turnpike and infrastructure commission may provide by resolution for the issuance of revenue bonds of the state, payable solely from pledged revenues, for the purpose of refunding any bonds then outstanding, including the payment of related financing expenses and, if considered advisable by the commission, for the additional purpose of paying costs of improvements, extensions, renovations, or enlargeme...

...This chapter provides an additional and alternative method for doing the things and taking the actions authorized by this chapter. This chapter shall be regarded as supplemental and additional to powers conferred by other laws, and shall not be regarded as in derogation of any powers existing on or after September 1, 1949. Except for section 126.11 of the Revised Code, the issuance of bonds under this chapter need no...

...(A) The bonds do not constitute a debt, or a pledge of the faith and credit, of the state or of any political subdivision of the state. Bond service charges on outstanding bonds are payable solely from the pledged revenues pledged for their payment as authorized by this chapter and as provided in the bond proceedings. All turnpike and infrastructure revenue bonds shall contain on their face a statement to that ...

... construction, maintenance, repair, operation, and insurance of the turnpike project or projects in connection with which the bonds are authorized, the rates of toll to be charged, and the custody, safeguarding, and application of all moneys, and provisions for the employment or retention of the services of consulting engineers in connection with the construction, maintenance, or operation of the turnpike proj...

... facilities. (B) Contracts for the operation of service facilities shall be made in writing. Such contracts, except contracts with state agencies or other governmental agencies, shall be made with the bidder whose bid is determined by the commission to be the best bid received, after advertisement, in accordance with section 7.16 of the Revised Code, for two consecutive weeks in a newspaper of general circulation i...

...All moneys received by the Ohio turnpike and infrastructure commission under this chapter, whether as proceeds from the sale of bonds or as revenues, are to be held and applied solely as provided in this chapter and in any applicable bond proceedings. Such moneys shall be kept in depositories as selected by the commission in the manner provided in sections 135.01 to 135.21 of the Revised Code, insofar as such s...

...Any holder of bonds issued and outstanding under this chapter, or any of the coupons appertaining thereto, and the trustee under any trust agreement, except to the extent the rights given by this chapter may be restricted or modified by the bond proceedings, may by suit, action, mandamus, or other proceedings, protect and enforce any rights under the laws of the state or granted under this chapter or the bond p...

...ermit by the commission to allow the operation on any turnpike project of a motor vehicle transporting two or fewer steel coils, shall apply notwithstanding sections 4511.21 to 4511.25, 4513.34, and Chapter 5577. of the Revised Code. Such bylaws and rules shall be published in a newspaper of general circulation in Franklin county, and in such other manner as the commission prescribes. (B) Such rules shall provide ...

...ble, or adequate compensation or consideration made therefor out of moneys provided under this chapter. (C) All governmental agencies may lease, lend, grant, or convey to the commission at its request, upon terms that the proper authorities of the governmental agencies consider reasonable and fair and without the necessity for an advertisement, order of court, or other action or formality, other than the regular a...

...(A) The Ohio turnpike and infrastructure commission shall adopt rules establishing the procedures and criteria under which the commission may approve an application received from the director of transportation for infrastructure project funding under division (B) of this section. The rules shall require an infrastructure project to have an anticipated benefit to the system of public highways in the state of Ohi...

... proposed, under construction, or in operation, and may employ consulting engineers, traffic engineers, and any other individuals or firms that the commission considers necessary to properly implement the studies. The cost of the studies may be paid from revenues, eligible state and federal grants, state taxes available to the commission and permitted by law to be spent for such purposes, or the proceeds of bon...

...onditions, and as the construction, operation, and maintenance of the Ohio turnpike system by the Ohio turnpike and infrastructure commission constitute the performance of essential governmental functions, the commission, except as provided in division (D) of section 5537.05 of the Revised Code, shall not be required to pay any state or local taxes or assessments upon any turnpike project or infrastructure pro...

...(A) When bond service charges on all outstanding bonds issued in connection with any turnpike project have been paid or provision for that payment has been made, as provided in the applicable bond proceedings, or in the case of a turnpike project in connection with which no bonds have been issued, the project shall continue to be or be operated, and improved and maintained, by the Ohio turnpike and infrastructu...

...All final actions of the Ohio turnpike and infrastructure commission shall be journalized and such journal shall be open to the inspection of the public at all reasonable times.

...This chapter, being necessary for the welfare of the state and its inhabitants, shall be liberally construed to effect the purposes thereof.

...nstruction, maintenance, repair, and operational projects of the commission. The committee, by the affirmative vote of at least four of its members, may submit written recommendations to the commission, either at meetings held pursuant to this section or at any other time, describing new turnpike projects or new interchanges located on existing projects that the committee believes the commission should conside...

...(A) Notwithstanding any provision of law to the contrary, the Ohio turnpike and infrastructure commission shall make no expenditure to engage the services of any person to influence either of the following: (1) Administrative actions or decisions of the governor, the director of any department listed in section 121.02 of the Revised Code, any member of the staff of any public officer or employee listed in thi...

...it does not exceed eighteen months in duration. Prior to instituting any decrease to the toll rate structure, the commission shall do both of the following: (1) Not less than five days prior to any public meeting under division (D)(2) of this section, send notice to the governor and the presiding officers and minority leaders of the senate and house of representatives that details the proposed decrease to the ...

...The Ohio turnpike and infrastructure commission, the director of transportation or the director's designee, and another person designated by the governor shall establish a procedure whereby a political subdivision or other government agency or agencies may submit a written application to the commission, requesting the commission to construct and operate a turnpike project within the boundaries of the subdivisio...

...(A) In paying the cost of any turnpike project, the Ohio turnpike and infrastructure commission may issue bonds and bond anticipation notes as permitted by this chapter, and may accept moneys from any source to pay the cost of any portion of the turnpike project, including, but not limited to, the federal government, any department or agency of this state, and any political subdivision or other government agenc...

...(A) As used in this section: (1) "Electronic toll account record" means a record kept by the Ohio turnpike and infrastructure commission or any other tolling agency that contains the information required for the commission or other tolling agency to collect the tolls charged to the holder of the electronic toll account or the owner of a motor vehicle that travels on a tolled road. (2) "Person" does not include an...

...nce, removal, replacement, and administration. (2) Money generated from participating businesses in excess of the direct and indirect costs and any reasonable profit earned by a person awarded a contract to operate, maintain, or market the business logo sign program shall be remitted to the commission. (3) If the commission operates such a program and does not contract with a private person to operate it, all ...

...(A) The Ohio turnpike commission shall display the following flags at each service facility that is along the turnpike: (1) The flag of the United States; (2) The flag of Ohio; (3) The flag that depicts the profile of a prisoner of war against the background of a prisoner of war camp watchtower, commonly known as the POW/MIA flag. (B) In purchasing flags to comply with division (A) of this section, the turnpike c...

...(A) Except as provided in division (B) of this section, whoever violates division (C) of section 5537.16 of the Revised Code is guilty of a minor misdemeanor on a first offense; on each subsequent offense such person is guilty of a misdemeanor of the fourth degree. (B)(1) Whoever violates division (C) of section 5537.16 of the Revised Code when the violation is a civil violation for ...