Ohio Revised Code Search

... the certificate was reasonably relied upon by another.

...The fact that a certificate of limited partnership is on file in the office of a county recorder or with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. It is not notice of any other fact. Any certificate filed with the secretary of state on or after July 1, 1994, shall supersede all certificate...

...Upon the return by the secretary of state, pursuant to section 1782.13 of the Revised Code, of a certificate marked " filed,"the general partners promptly shall deliver or mail a copy of the certificate of limited partnership and each other certificate to each limited partner if the partnership agreement so provides.

...directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; (2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 1782.42 of the Revised Code, to grant the assignee the right to become a limited partner, upon the exercise of that power and...

... vote, on a per capita or other basis, upon any matter.

...ise of the limited partner's rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of the business the limited partner is liable only to persons who transact business with the limited partnership with actual knowledge of the limited partner's participation in control. (B) A limited partner does not particip...

...(A) Except as provided in division (C) of this section, when no certificate of limited partnership has been filed, a person who contributes to a business enterprise and who erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions...

...general partners from time to time and upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner, all of the following: (a) True and full information regarding the status of the business and the financial condition of the limited partnership; (b) Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns ...

...After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.

...neral partner of a limited partnership upon the happening of any of the following events of withdrawal: (A) The general partner withdraws from the limited partnership as provided in section 1782.32 of the Revised Code; (B) The general partner ceases to be a general partner of the limited partnership as provided in section 1782.40 of the Revised Code; (C) The general partner is removed as a general partner in accor...

...rtnership shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. (B) Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as otherwise provi...

...r reasonably believes to be in or not opposed to the best interests of the limited partnership, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing a general partner's duties, a general partner is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presen...

...No contract, action, or transaction shall be void or voidable with respect to a limited partnership for the reason that the contract, action, or transaction is among or affects the limited partnership and one or more of its partners, or that the contract, action, or transaction is among or affects the limited partnership and any other person in which one or more of the partners are directors, trustees, officers, or p...

...d partner shall have all the rights and powers, and be subject to all the restrictions and liabilities of a general partner. Except as otherwise provided in the partnership agreement, a person who is both a general and a limited partner shall have the powers, and be subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.

...The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with any class of the limited partners, on any matter.

...The contributions of a partner may be in casy, other property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

...ership, to contribute cash equal to the portion of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the stated contribution that he has failed to make. The foregoing option shall be in addition to, and not in lieu of, any other right, including the right to specific performance, that the limited partnership may have against the partner under the ...

...The profits, losses, income, gains, deductions, credits, or similar items of a limited partnership shall be allocated among the partners and classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, such allocations shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to section...

...Distributions of cash or other assets of a limited partnership shall be allocated among the partners and classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the contributions...

...only to the extent and at the times or upon the happening of the events specified in the partnership agreement.

...A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal violates the partnership agreement, the limited partnership, in addition to exercising any remedies otherwise available under applicable law, may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount oth...

... a limited partnership at the time, or upon the happening of events, specified in writing in the partnership agreement. If the partnership agreement does not specify in writing the time or events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months' prior written notice ...

...Except as provided in this chapter, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributio...

...Except as provided in writing in the partnership agreement, a partner, regardless of the nature of this contribution, shall have no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the ...

...Except to the extent otherwise provided in the partnership agreement, when a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.