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The Legislative Service Commission staff updates the Revised Code on an ongoing basis, as it completes its act review of enacted legislation. Updates may be slower during some times of the year, depending on the volume of enacted legislation.

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Section 1776.43 | Partner's rights and duties respecting information.

...its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. 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...

Section 1776.44 | General standards of partner's conduct.

...(A) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in divisions (B) and (C) of this section. (B) A partner's duty of loyalty to the partnership and the other partners is limited to the following: (1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the ...

Section 1776.45 | Actions by partnership and partners.

...(A) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to the partnership, causing harm to the partnership. (B) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to enforce any of the following: (1) The partner's rights...

Section 1776.46 | Continuation of partnership beyond definite term or particular undertaking.

...(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...

Section 1776.47 | Partner not co-owner of partnership property.

...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.

Section 1776.48 | Partner's transferable interest in property.

...A partner's economic interest is the only transferable interest of a partner in the partnership. The economic interest is personal property.

Section 1776.50 | Partner's transferable interest subject to charging order.

...(A) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the economic interest of the judgment debtor to 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 deb...

Section 1776.51 | Events causing partner's dissociation.

...r has otherwise become incapable of performing the partner's duties under the partnership agreement. (H) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire economic interest in the partnership, but not merely by reason of the substitution of a successor trustee; (I) In the case of a partner that is an estate or is actin...

Section 1776.52 | Partner's power to dissociate - wrongful dissociation.

...(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...

Section 1776.53 | Effect of partner's dissociation.

...(A) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 1776.61 to 1776.67 of the Revised Code apply. Otherwise, sections 1776.54 to 1776.58 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 otherwi...

Section 1776.54 | Purchase of dissociated partner's interest.

...(A) When a partner is dissociated from a partnership and that dissociation does not result in a dissolution and winding up of the partnership business under section 1776.61 of the Revised Code, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined pursuant to division (B) of this section. (B)(1) The buyout price of a dissociated partner'...

Section 1776.55 | Dissociated partner's power to bind and liability to partnership.

...(A) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under section 1776.68 of the Revised Code, is bound by any act of the dissociated partner that would have bound the partnership under section 1776.31 of the Revised Code before dissociation only if, at the time of entering into the transa...

Section 1776.56 | Dissociated partner's liability to other persons.

...(A) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in division (B) of this section. (B) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liabl...

Section 1776.57 | Statement of dissociation.

...(A) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (B) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of divisions (D) and (E) of section 1776.33 of the Revised Code. (C) For the purposes of division (A)(3) of section 1776.55 and ...

Section 1776.58 | Continued use of partnership name.

...Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

Section 1776.61 | Events causing dissolution and winding up of partnership business.

...arry on the partnership business in conformity with the partnership agreement. (F) On application by a transferee of a partner's economic interest, a tribunal determines that it is equitable to wind up the partnership business at either of the following times: (1) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time...

Section 1776.62 | Partnership continues after dissolution.

...(A) Subject to division (B) of this section, a partnership may continue after dissolution only for the purpose of winding up its business. The partnership is terminated when its business is completed. (B) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner...

Section 1776.63 | Right to wind up partnership business.

...tes by mediation or arbitration, and perform other necessary acts.

Section 1776.64 | Partner's power to bind partnership after dissolution.

...Subject to section 1776.65 of the Revised Code, a partnership is bound by a partner's act after dissolution under either of the following conditions: (A) The act is appropriate for winding up the partnership business. (B) If the other party to the transaction did not have notice of the dissolution, the act would have bound the partnership under section 1776.31 of the Revised Code before dissolution.

Section 1776.65 | Statement of dissolution.

...(A) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (B) A statement of dissolution cancels a filed statement of partnership authority for the purposes of division (D) of section 1776.33 of the Revised Code and is a limitation on such authority for the p...

Section 1776.66 | Partner's liability to other partners after dissolution.

...(A) Except as otherwise provided in division (B) of this section and in section 1776.36 of the Revised Code, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 1776.64 of the Revised Code. (B) A partner who, with knowledge of the dissolution, incurs a partnership liability under division (B) of section 1776.64 of the Revised ...

Section 1776.67 | Settlement of accounts and contributions among partners.

...(A) In winding up a partnership's business, any assets of the partnership, including the contributions this section requires the partners to make, shall be applied to discharge or make reasonable provision for its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance ...

Section 1776.71 | Effect of merger or consolidation.

... from the merger or consolidation, the former partner is deemed to have dissociated as of that effective date of the merger or consolidation and the former partner's liability to third parties is determined in accordance with section 1776.56 of the Revised Code. The filing of a certificate of merger or consolidation from which it is clear that the former partner is not a general partner of the surviving or n...

Section 1776.75 | Effect of conversion - action to set aside.

...d entity, reasonably believing that the former partner is a general partner of the converted entity; (b) If the converted entity is not a partnership then to the extent provided in division (B) of section 1776.56 of the Revised Code, deeming for purposes of this division that a certificate of conversion constitutes a statement of dissociation under section 1776.57 of the Revised Code. (B) If a partner of a con...

Section 1776.76 | Relief for dissenting partner.

...(A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic partnership, all of the following are entitled to relief as dissenting partners as provided in section 1776.77 of the Revised Code: (1) Partners of a domestic partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1776.68 or 1776.69 of the Revised C...