Ohio Revised Code Search

...s 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, if the partnership's chief executive office is not ...

...property exceeds that liability. For purposes of this section, the term "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. (B) A partner of a limited liability partnership who receives a distribution in violation of division (A)...

...engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.

...is state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requi...

...(A) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (B) The failure of a foreign limited liability partnership to have a statement of foreign qualification that is in effect does not impair the validity of any contract or act of that partnership or preclude it from de...

...titute transacting business for the purpose of section 1776.86 of the Revised Code include all of the following: (1) Maintaining, defending, or settling an action or proceeding; (2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices or agencies for the transfer, exchange, and registration of the partnersh...

...The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state that is in violation of division (C) of section 1776.85 of the Revised Code.

...construed to effectuate the general purpose to make uniform the law with respect to the subject of this chapter among states enacting the uniform partnership act (1997) except where it expressly differs substantially from the uniform partnership act (1997).

...This chapter may be cited as the "Ohio Uniform Partnership Act (1997)."

...(A) Prior to the first day of January, 2010, this chapter governs the following partnerships: (1) A partnership formed on or after the first day of January, 2009, except a partnership that is continuing the business of a dissolved partnership under section 1775.40 of the Revised Code; (2) A partnership formed before the first day of January, 2009, that elects pursuant to division (C) of this section, to be ...

...This chapter does not affect any action or proceeding that commences, or any right that accrues, before the date the partnership is governed by this chapter as determined pursuant to section 1776.95 of the Revised Code.

...(A) This chapter does not govern any partnership on and after the first day of January, 2010. (B) This chapter does not govern any partnership that is formed on or after the first day of January, 2009. Chapter 1776. of the Revised Code governs any partnership formed on or after that date. (C) This chapter does not govern any partnership that elects to be governed by Chapter 1776. of the Revised Code pursua...

...(A) This chapter does not govern any partnership on and after the first day of January, 2010. (B) This chapter does not govern any partnership that is formed on or after the first day of January, 2009. Chapter 1776. of the Revised Code governs any partnership formed on or after that date. (C) This chapter does not govern any partnership that elects to be governed by Chapter 1776. of the Revised Code pursu...

... of the following: (1) A for profit corporation organized under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United States, or any other state: (a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for profit organization, including a general or limited par...

...d partnership 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 partnership registered in the office of the secretary of state pursuant to this chapter, whether domestic or foreign; (2) The name of any domestic corporation that is formed under Chapter 1701. or 1702. of the Revised Code or any foreign corporation that is r...

...s state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirement...

...t, together with executed copies of any powers of attorney pursuant to which any certificate has been executed; (3) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years; (4) Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years; (5) Unless...

...A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking and insurance.

...Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, except as otherwise provided by law, has the same rights and obligations with respect to such loans and transactions as a person who is not a partner.

...de in the certificate. (B) A written appointment of a statutory agent for the purpose set forth in section 1782.04 of the Revised Code shall be filed with the certificate of limited partnership. (C) A limited partnership is an entity formed at the time of filing the certificate of limited partnership pursuant to section 1782.13 of the Revised Code or at any later time specified in the certificate if, in either case...

...ded at any time for any other proper purpose the general partners determine. (E) A person is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of an event referred to in division (B) of this section if the amendment is filed within the thirty-day period specified in that division. (F) A certificate of limited partnership may be restated at any time ...

... limited partnership shall be canceled upon the dissolution and the commencement of the winding up of the partnership or at any other time there are no limited partners. (B) A certificate of cancellation shall be filed with the secretary of state on a form prescribed by the secretary of state. It shall set forth all of the following: (1) The name of the limited partnership and the file number assigned to it by the ...

...a certificate by an attorney-in-fact. A power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.

...If a person who is required by section 1782.11 of the Revised Code to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of common pleas to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated failed or refused to execute the certifi...

...isite to filing that certificate. (3) Upon receipt of all filing fees required by law, the secretary of state shall accept a certificate or other document executed as described in division (A)(1) of this section for filing and shall make a copy of the certificate or other document by microfilm or by any other authorized photostatic or digitized process. Evidence of the filing shall be returned to the person filing t...