Ohio Revised Code Search

...ution. (C) No action shall be brought upon any cause of action arising under division (B) of this section at any time after three years from the date of the distribution.

...A partnership interest is personal property.

...nt, an assignor ceases to be a partner upon assignment of all of the assignor's partnership interest. Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.

...(A) On application to a court of common pleas by any judgment creditor of a partner, the court may charge the partnership interest of the indebted partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor shall have only the rights of an assignee of the partnership interest. (B) Nothing in this chapter shall be held to deprive a partner of his statu...

... to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in sections 1782.31 to 1782.37 of the Revised Code. The assignee is not obligated for liabilities that could no...

...ll the rights of the partner for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner. If a partner is a partnership, trustee, fiduciary other than a trustee, executor, or administrator, corporation, association, or other entity and if the partnership, trust, corporation, association, or entity is dissolved or...

...ame and address of the statutory agent upon whom any process, notice, or demand against any constituent entity or the new domestic limited partnership may be served; (6) In the case of a merger, any changes in the general partners of the surviving domestic limited partnership and, in the case of a consolidation, the general partners of the new domestic limited partnership or a provision specifying the general partne...

...ess in this state and the irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding in this state to enforce against the surviving or new entity any obligation of any constituent domestic limited partnership or to enforce the rights of a dissenting partner of any constituent domestic limited partnership; (7) If the surviving or new entity is a foreign corporation ...

...(A) Upon the adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1782.431 or 1782.432 of the Revised Code, a certificate of merger or consolidation shall be filed with the secretary of state that is signed by an authorized representative of each constituent entity. The certificate shall be on a form prescribed by the secretary of state and shall set forth only the ...

...truments and do such acts. For these purposes, the existence of the constituent entities and the authority of their respective general partners, officers, directors, or other representatives is continued notwithstanding the merger or consolidation. (2) In the case of a consolidation, the new entity exists when the consolidation becomes effective and, if the new entity is a domestic limited partnership, the written p...

...(A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic limited partnership, the following are entitled to relief as dissenting partners as provided in section 1782.436 of the Revised Code: (1) Partners of a domestic limited partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1782.431 or 1782.432 of the Revi...

...dissenting partner in respect of the proposals described in section 1782.435 of the Revised Code only in compliance with this section. (B) If the proposal of merger, consolidation, or conversion is to be submitted to the partners at a meeting, the dissenting partner shall be a partner and a record holder of the partnership interests as to which the dissenting partner seeks relief as of the date fixed for the determi...

... No answer to a complaint is required. Upon the filing of a complaint, the court, on motion of the petitioner, shall enter an order fixing a date for a hearing on the complaint and requiring that a copy of the complaint and a notice of the filing and of the date for the hearing be given to the respondent or defendant in the manner in which summons is required to be served or substituted service is required to be mad...

...the converting entity to abandon the proposed conversion by action of authorized representatives of the converting entity taken prior to the filing of the certificate of conversion pursuant to section 1782.4310 of the Revised Code; (3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting entity at the time of the conversion; (4) The parties to th...

...ss in this state, and the irrevocable appointment of the secretary of state as the agent of the converted entity to accept service of process in this state to enforce against the converted entity any obligation of the converting limited partnership or to enforce the rights of a dissenting limited partner of the converting limited partnership; (iii) If the converted entity desires to transact business in this state, ...

...(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...

...(A) Upon a conversion becoming effective, all of the following apply: (1) The converting entity is continued in the converted entity. (2) The converted entity exists, and the converting entity ceases to exist. (3) The converted entity possesses both of the following, and both of the following continue in the converted entity without any further act or deed: (a) Except to the extent limited by requirements of appl...

...rtificate 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 partner, unless at the time there is at least one other general partner, the written provisions of the partnership agreement permit the bu...

...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.

...he affairs of the limited partnership. Upon application of any partner or his legal representative or assignee , the court of common pleas may wind up the affairs of the limited partnership or may cause its affairs to be wound up by a liquidating trustee appointed by the court. (B) Upon the dissolution of a limited partnership, the persons winding up the affairs of the limited partnership, in the name of and for an...

...(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...

...Except as otherwise provided in the Ohio Constitution: (A) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners; (B) Except as provided in section 1782.51 of the Revised Code, a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this st...

...he foreign limited partnership shall appoint. The agent shall be one of the following: (1) A natural person who is a resident of this 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 th...

...(A) Upon 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)...

...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.