Ohio Revised Code Search

...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...

...ided in division (B) of this section, a limited partner may withdraw from 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 ...

..., the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributions from the limited partnership.

...and 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 percentage of the asset distributed to him exceeds or is less than a percentage of that asset that is equal to the percentage in which he shares...

...emedies available to, a creditor of the limited partnership with respect to the distribution.

...(A) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the limited partnership, exceed the fair value of...

...A partnership interest is personal property.

...artnership interest does not dissolve a limited partnership or entitle the assignee to become, or to exercise any rights of, a partner. An assignment entitles the assignee to receive to the extent assigned such distributions of cash and other property and such allocations of profits, losses, income, gains, deductions, credits, or similar items to which the assignee's assignor would have been entitled. Except as other...

...(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...

...gnee of a general partner, may become a limited partner if, and to the extent that, either of the following occurs: (1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; (2) All other partners consent. (B) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, ...

... 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 terminated, the powers of the partner may be exercised by its legal representative or successor.

...as provided in this section, a domestic limited partnership and one or more additional domestic limited partnerships or other domestic or foreign entities may be merged into a surviving domestic limited partnership. Pursuant to an agreement of consolidation between the constituent entities as provided in this section, two or more domestic or foreign entities may be consolidated into a new domestic limited partnership...

...as provided in this section, a domestic limited partnership and one or more additional domestic or foreign entities may be merged into a surviving entity other than a domestic limited partnership, or a domestic limited partnership together with one or more additional domestic or foreign entities may be consolidated into a new entity other than a domestic limited partnership to be formed by such consolidation. The mer...

...ation into a new domestic corporation, limited liability company, or limited partnership, the articles of incorporation, the articles of organization, or the certificate of limited partnership of the new domestic entity shall be filed with the certificate of merger or consolidation. (3) In the case of a merger into a domestic corporation, limited liability company, or limited partnership, any amendments to the...

...ve and, if the new entity is a domestic limited partnership, the written partnership agreement contained in or provided for in the agreement of consolidation shall be its original partnership agreement. In the case of a merger in which the surviving entity is a limited partnership, the written partnership agreement of the surviving limited partnership in effect immediately prior to the time the merger becomes effecti...

...hip 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 Revised Code; (2) In the case of a merger into a domestic l...

...(A) A partner of a domestic limited partnership is entitled to relief as a 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 whi...

...e Revised Code, a dissenting partner or limited partnership may file a complaint under this section demanding the relief described in this section. A complaint filed under this section shall contain a brief statement of the facts, including the vote or action by the partners and the facts entitling the dissenting partner to the relief demanded. No answer to a complaint is required. Upon the filing of a complaint, th...

...or foreign entity other than a domestic limited partnership may be converted into a domestic limited partnership. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converting entity exists. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being converted, the name of the entity into which ...

...as provided in this section, a domestic limited partnership may be converted into a domestic or foreign entity other than a domestic limited partnership. The conversion also must be permitted by the chapter of the Revised Code or by the laws under which the converted entity will exist. (B)(1) The written declaration of conversion shall set forth all of the following: (a) The name and form of entity that is being co...

...rsion into a new domestic corporation, limited liability company, or partnership, any organizational document that would be filed upon the creation of the converted entity shall be filed with the certificate of conversion. (3) If the converted entity is a foreign entity that desires to transact business in this state, the certificate of conversion shall be accompanied by the information required by division (...

... act or deed: (a) Except to the extent limited by requirements of applicable law, both of the following: (i) All assets and property of every description of the converting entity and every interest in the assets and property of the converting entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in the converting entity does not rev...

...A limited partnership is dissolved and its affairs shall be wound up when any of the following occurs: (A) At the time specified in the certificate 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...

...n 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.

...ers who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a liquidating trustee approved by the limited partners as provided in the partnership agreement, may wind up the 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 affai...