Ohio Revised Code Search

...If any 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 sh...

...A foreign limited 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...

...is 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.

...nless his status 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...

... 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 chapter, the provisions of Chapter 1...

...nership have the obligation, right, and power to appoint and thereafter continuously maintain an agent for service of process as provided in section 1782.04 of the Revised Code, notwithstanding anything to the contrary contained in the partnership agreement. (4) Subject to section 1782.63 of the Revised Code, the provisions of this chapter relating to the events requiring, and the method of effecting, an amendment o...

...ing foreign limited partnership shall appoint and thereafter continuously maintain an agent for service of process as provided in division (C) of section 1782.49 of the Revised Code. (C) A pre-existing foreign limited partnership that does not file an application and register in accordance with sections 1782.49 to 1782.53 of the Revised Code but relies on this section is deemed to have appointed the secretary of sta...

...idered the beginning of its name for purposes of divisions (A)(1)(a) to (d) of this section and the limited partnership shall so file with the secretary of state in accordance with the applicable provision of divisions (A)(1)(a) to (d) of this section. (2) Any limited partnership that files a certificate of limited partnership or an application for registration as a foreign limited partnership is subject to the paym...

...(A) A limited partnership may become a limited liability limited partnership by doing all of the following: (1) Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement. When a limited partnership agreement expressly considers contribution obligations, the required vote is the vote...

...(A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign limited partnership owes no duty to, incurs no liability or obligation to, and is not in privity with the general partners, limited partners, or creditors of the limited partnership by reason of providing goods to or performing services for the limited partnership. (B) Absent an express agree...

...ited partnership association for the purpose of conducting any business or occupation within the United States or elsewhere, except for dealing in real estate or for banking, whose principal office or place of business will be established and maintained in this state, by subscribing and contributing capital to such association, which capital shall alone be liable for its debts, such persons may sign and acknowledge a...

...usiness is carried on, in a conspicuous position and in letters easily legible, and must have its full name mentioned in legible characters in all notices, advertisements, and other of its official publications, and in all bills of exchange, promissory notes, checks, orders for money, bills of lading, invoices, receipts, letters, and other writings used in the transaction of its business. The omission of "limited," ...

...There shall be at least one meeting of the members of a limited partnership association in each year at which not less than three nor more than five managers must be elected, one of whom shall be the chairman, one the treasurer, and one the secretary, except that one may be both treasurer and secretary. Such managers shall hold their respective offices for one year, and until their successors are duly installed. No ...

...ion in property, at a valuation agreed upon by all the members subscribing to such capital, shall be as complete and effectual as if made in cash, if a certificate thereof is recorded as required by this section.

...o his interest therein, at a price and upon terms to be mutually agreed upon. In default of such agreement, the price and terms shall be fixed by an appraiser appointed by the court of common pleas of the proper county, subject to the approval of such court.

...of conveyance, bonds with or without coupons, or mortgages to secure purchase or borrowed moneys, it may acknowledge such instruments by its chairman and its secretary. The association shall sue and be sued in the association name. When suit is brought against it, service shall be made upon its chairman, secretary, or treasurer, and such service shall be deemed as complete and effective as if made upon each member o...

...embers thereof shall be individually responsible, for the debts and liabilities contracted during such failure, to those thereby damaged.

...The members of a limited partnership association shall not be liable under any judgment, decree, or order obtained against the association, or for any debt or engagement of the association, further or otherwise than is provided in sections 1783.01 to 1783.06, inclusive, and 1783.09 to 1783.12, inclusive, of the Revised Code.

...ny of the members, to the extent of the portions of their respective subscriptions in the capital of the association that are not then paid up; but no such execution shall issue against any member except upon an order of the court, or of a judge of the court, in which the action, suit, or other proceeding was brought. Such court or judge may compel the production of the books of the association, showing the names of ...

...A limited partnership association from time to time may divide the profits of its business as a majority of its managers determine. Such division of profits shall not, at the time it is made diminish or impair the capital of the association. Anyone consenting to a dividend which diminishes or impairs the capital shall be liable to any person injured thereby, to the amount of such diminution or impairment.

...rtnership association may be dissolved upon either of the following events: (A) When the period fixed for its duration expires; (B) When by a vote of a majority of its members, in value of interest and in number, a dissolution is determined upon. Notice of such dissolution shall be given by publication in two newspapers, published in the proper city or county, at least six consecutive times. Immediately upon the ...