Ohio Revised Code Search

...(A) Except as otherwise provided in division (B) of this section, any association of two or more persons to carry on as co-owners a business for-profit forms a partnership, whether or not the persons intend to form a partnership. (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....

...perty, even if used for partnership purposes.

...(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...

...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 carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom t...

...(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...

... an information agent the partnership appoints and maintains for the purpose of division (B) of this section; (d) The name and address of the agent for service of process and the signed acceptance of appointment, as section 1776.07 of the Revised Code requires. (2) Any statement filed pursuant to this section may state the names of the partners authorized to execute an instrument transferring real property hel...

...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...

...iate exercise of the court's equitable powers; (5) Liability is imposed on the partner by law or contract independent of the existence of the partnership. (E) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 1776.38 of the Revised Code.

...) 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 th...

... share of the partnership losses in proportion to the partner's share of the profits. (C) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities the partner incurs in the ordinary course of the business of the partnership or for the preservation of its business or property. (D) A partnership shall reimburse a partner for an advance to the partnership beyond the amoun...

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

...rs. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. (C) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability, both of the follo...

...g the appropriation of a partnership opportunity; (2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; (3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. (C) A partner's duty of care to the partnersh...

...his section. A right to an accounting upon dissolution and winding up does not revive a claim barred by law.

...(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.

...se would be entitled; (2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; (3) To seek under division (F) of section 1776.61 of the Revised Code, a determination by a tribunal that it is equitable to wind up the partnership business. (C) In a dissolution and winding up, a transferee is entit...

... 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 debtor might have made or which the circumstances of the case may require. (B) A charging order constitutes a lien on the judgment debtor's economic interest in the partner...

...ner 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 partnership ag...

...(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...

...76.58 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 otherwise provided in section 1776.63 of the Revised Code; (2) The partner's duty of loyalty under division (B)(3) of section 1776.44 of the Revised Code terminates; (3) The partner's duty of loya...

...aking is not entitled to payment of any portion of the buyout price until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the tribunal that earlier payment will not cause undue hardship to the business of the partnership. Any deferred payment shall be adequately secured and bear interest. (I)(1) A dissociated partner may maintain an action again...