Ohio Revised Code Search

...(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...

...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 state.

...ting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state an application for registration as a foreign limited partnership. The application shall be on a form prescribed by the secretary of state, shall be signed by a general partner, and shall set forth all of the following: ...

...plication 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) Upon having been filed a...

...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.

...plication 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 shall be signed by a general...

...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...

...(A) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state until it has registered in this state. (B) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action, sui...

...y 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.

...all be a person who is a partner of the limited partnership at the time of the filing of the complaint in the action or a person who was a partner of the limited partnership within one year prior to the date of the filing of the complaint in the action. The plaintiff also shall have been a partner at the time of the transaction of which he complains, unless his status as a partner devolved upon him by operation of l...

...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.

...s, and shall direct him to remit to the limited partnership the remainder of those proceeds received by him.

...pter 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 1775. or 1776. of the Revised Code govern.

...(A) A limited partnership formed under former Chapter 1781. of the Revised Code or another former law of this state that was in existence on April 4, 1985, shall not be dissolved and its legal existence shall not cease as a result of the repeal of the law under which it was formed, the enactment of this chapter, or the enactment of the amendments to this chapter contained in the act in which this amendment was enacte...

...A foreign limited partnership that filed a copy of its certificate of limited partnership in the office of a county recorder and was transacting business in this state immediately prior to April 4, 1985, is deemed to be registered as a foreign limited partnership in this state within the meaning of sections 1782.49 to 1782.53 of the Revised Code. It may continue to transact business in this state in accordance with a...

...(A)(1) Each limited partnership existing prior to July 1, 1994, and each foreign limited partnership registered pursuant to sections 1782.49 and 1782.50 of the Revised Code prior to that date shall file, on a form prescribed by the secretary of state, a certificate of limited partnership and an application for registration as a foreign limited partnership, respectively, with the secretary of state as follows: (a) Ea...

...(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...

...ming 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 agreement to the contrary, a person providing goods to or performing services for a general...

...more than twenty-five, desire to form a limited 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 deb...

..."Limited" shall be the last word of the name of every limited partnership association formed under sections 1783.01 to 1783.12, inclusive, of the Revised Code. Every such association must paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its business is carried on, in a conspicuous position and in letters easily legible, and must have its full name mentioned in leg...

...t 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 debt shall be co...

...Persons forming a limited partnership association may make contribution to the capital thereof in real or personal estate, mines, or other property, at a valuation to be approved by all the members subscribing to its capital, but in any case one half of the capital must be paid in cash. In the statement required by section 1783.01 of the Revised Code to be recorded, it must be certified whether subscriptions to the ...

...Interest in a limited partnership association is personal estate, and may be transferred under rules prescribed by the association. Such transfer shall take effect when the instrument transferring the interest is delivered for record, including the names of the parties thereto and the amount of the interest so transferred, in the office of the county recorder, who shall enter it. For such entry he shall receive the ...

...All real estate owned or purchased by a limited partnership association shall be held and owned, and conveyance thereof made, in the association name. When such an association executes a deed 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 n...