Ohio Revised Code Search

...(A)(1) Pursuant to a written agreement of merger between the constituent entities as this section provides, a domestic partnership and one or more additional domestic partnerships or other domestic or foreign entities may be merged into a surviving domestic partnership. Pursuant to a written agreement of consolidation between the constituent entities, two or more domestic or foreign entities may be consolidated...

...(A) Pursuant to a written agreement of merger or consolidation between the constituent entities as this section provides, a domestic partnership and one or more additional domestic or foreign entities may merge into a surviving entity other than a domestic partnership, or a domestic partnership together with one or more additional domestic or foreign entities may consolidate into a new entity, other than a domestic p...

...(A) Upon the adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1776.68 or 1776.69 of the Revised Code, the resulting entity shall file a certificate of merger or consolidation with the secretary of state, unless the only constituent entities that are domestic entities are partnerships, and in the case of a consolidation, the resulting entity is a domestic partner...

...(A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving entity in a merger shall cease, except that whenever a conveyance, assignment, transfer, deed, or other instrument or act is necessary to vest property or rights in the surviving or new entity, the partners, officers, or other authorized representativ...

...(A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign entity other than a domestic partnership may be converted into a domestic partnership if that conversion is permitted by any section of the Revised Code or the laws under which the converting entity exists. (B)(1) The written declaration of conversion shall set fort...

...(A) Except as otherwise provided in division (B)(2) of this section, a domestic partnership may be converted into a domestic or foreign entity other than a domestic partnership pursuant to a written declaration of conversion as this section provides if that conversion is 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 c...

...(A) Upon the adoption of a declaration of conversion pursuant to section 1776.72 or 1776.73 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 by the authorized representative with the secretary of state. The certificate shall be on a form prescribed by the secr...

...(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...

...(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...

...(A) A partner of a domestic partnership is entitled to relief as a dissenting partner with respect to the proposals described in section 1776.76 of the Revised Code only as this section provides. (B)(1) When a proposal of merger, consolidation, or conversion is submitted to the partners at a meeting, a partner may be a dissenting partner only if that partner is a record holder of the partnership interests ...

...(A)(1) When authorized by division (F) of section 1776.77 of the Revised Code, a dissenting partner or a partnership may file a complaint under this section demanding the relief this section describes. Any complaint 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...

...When a domestic partnership is a constituent entity to a merger or consolidation that has become effective, and that domestic partnership is not the surviving or resulting entity of the merger or consolidation, or a domestic partnership is the converting entity in a conversion, a judgment creditor of a partner of that domestic partnership shall not levy execution against the assets of the partner to satisfy a j...

...(A) A partnership may become a limited liability partnership pursuant to this section. (B) Any terms and conditions by which a partnership becomes a limited liability partnership shall be approved by the vote necessary to amend the partnership agreement except when the partnership agreement expressly considers obligations to contribute to the partnership, in which case the required vote is the vote necessary ...

...(A) The name of a limited liability partnership shall contain "registered limited liability partnership," "registered partnership having limited liability," "limited liability partnership," "R.L.L.P.," "P.L.L.," "L.L.P.," "RLLP," "PLL," or "LLP." (B) The name of a domestic registered limited liability partnership or foreign limited liability partnership shall be distinguishable upon the records in the office of the...

...(A) A limited liability partnership and a foreign limited liability partnership authorized to transact business in this state shall file a biennial report in the office of the secretary of state. The report shall contain all of the following: (1) The name of the limited liability partnership and the state or other jurisdiction under whose laws the foreign limited liability partnership is formed; (2) The stre...

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

...(A) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (B) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the l...

...(A) A foreign limited liability partnership shall file a statement of foreign qualification with the secretary of state prior to transacting any business in this state. The statement shall contain all of the following: (1) The name of the foreign limited liability partnership. The name shall satisfy the requirements of the state or other jurisdiction under whose law it is formed and shall end with "registered...

...(A) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (B) The failure of a foreign limited liability partnership to have a statement of foreign qualification that is in effect does not impair the validity of any contract or act of that partnership or preclude it from de...

...(A) Activities of a foreign limited liability partnership that do not constitute transacting business for the purpose of section 1776.86 of the Revised Code include all of the following: (1) Maintaining, defending, or settling an action or proceeding; (2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) Maintaining bank accounts; (4) Maintaining offices...

...The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state that is in violation of division (C) of section 1776.85 of the Revised Code.

...This chapter shall be applied and construed to effectuate the general purpose to make uniform the law with respect to the subject of this chapter among states enacting the uniform partnership act (1997) except where it expressly differs substantially from the uniform partnership act (1997).

...This chapter may be cited as the "Ohio Uniform Partnership Act (1997)."

...(A) Prior to the first day of January, 2010, this chapter governs the following partnerships: (1) A partnership formed on or after the first day of January, 2009, except a partnership that is continuing the business of a dissolved partnership under section 1775.40 of the Revised Code; (2) A partnership formed before the first day of January, 2009, that elects pursuant to division (C) of this section, to be ...

...This chapter does not affect any action or proceeding that commences, or any right that accrues, before the date the partnership is governed by this chapter as determined pursuant to section 1776.95 of the Revised Code.

...Whoever knowingly violates section 3714.13 of the Revised Code is guilty of a misdemeanor of the second degree. Each day of violation is a separate offense.

...unds for resale by pharmacies, licensed health professionals authorized to prescribe drugs, or other persons. (b) "Manufacture" does not include the preparation, compounding, packaging, or labeling of a drug by a pharmacist as an incident to either of the following: (i) Dispensing a drug in the usual course of professional practice; (ii) Providing a licensed health professional authorized to prescribe drugs with a...

...ction (i) of section 351 of the "Public Health Service Act," 42 U.S.C. 262(i). (2) The United States food and drug administration determines that a biological product meets the standards for interchangeability set forth in section 351 of the "Public Health Service Act," 42 U.S.C. 262(k), and the product is licensed under that subsection. (3) The United States food and drug administration determines that a biologica...

...l cooperate and consult with the public health laboratory maintained by the department of health under section 3701.22 of the Revised Code. (D) The director or the director's designee shall do all of the following: (1) Inspect drugs, food, or drink manufactured, stored, or offered for sale in this state; (2) Prosecute or cause to be prosecuted each person engaged in the unlawful manufacture or sale of an adulterat...

...(A) As used in this section, "food processing establishment" means a premises or part of a premises where food is processed, packaged, manufactured, or otherwise held or handled for distribution to another location or for sale at wholesale. "Food processing establishment" includes the activities of a bakery, confectionery, cannery, bottler, warehouse, or distributor, and the activities of an entity that receives or s...

...(A) All food products, including those produced and packaged by a cottage food production operation, and all packaged maple syrup, sorghum, and honey, are subject to food sampling conducted by the director of agriculture, or a representative the director authorizes, to determine if a food product is misbranded or adulterated. A component of the food sampling conducted under this section may include the performance of...

...(A) A cottage food production operation and a maple syrup or sorghum processor and beekeeper described in division (A) of section 3715.021 of the Revised Code shall label each of their food products and include the following information on the label of each of their food products: (1) The name and address of the business of the cottage food production operation, processor, or beekeeper; (2) The name of the food pro...

...(A) A maple syrup or sorghum processor and beekeeper described in division (A) of section 3715.021 of the Revised Code may request that the director of agriculture conduct a voluntary inspection of the processor's or beekeeper's facilities. After the inspection is completed, if the inspector determines that the facilities comply with the rules adopted by the director pursuant to division (B) of this section, the proc...

...(A) A cottage food production operation shall not process acidified foods, low acid canned foods, or potentially hazardous foods. (B) The director of agriculture shall adopt rules in accordance with Chapter 119. of the Revised Code specifying the food items a cottage food production operation may produce that are in addition to the food items identified by name in division (A)(19) of section 3715.01 of the Re...

...The director of agriculture, in performing duties under this chapter, may enter a creamery, factory, store salesroom, pharmacy, laboratory, or other place where the director believes or has reason to believe drugs, food, or drink is made, prepared, dispensed, sold, or offered for sale; examine the books therein; and open a cask, tub, jar, bottle, or other package containing or supposed to contain a drug or an article...

...d in this section: (1) "Certificate of health and freesale" means a document issued by the director of agriculture that certifies to states and countries receiving products that the products have been produced and warehoused in this state under sanitary conditions at a food processing establishment or at a place of business of a manufacturer of over-the-counter drugs or cosmetics, as applicable, that has been inspec...

...sents an immediate danger to the public health, the director may issue an order immediately suspending the establishment's registration without affording the registration holder an opportunity for a hearing. The director then shall afford the registration holder an opportunity for a hearing in accordance with Chapter 119. of the Revised Code not later than ten days after the date of suspension. (3) If the director ...

... used by humans. (2) "Drug," "licensed health professional authorized to prescribe drugs," "pharmacy," "prescriber," "prescription," and "terminal distributor of dangerous drugs" have the same meanings as in section 4729.01 of the Revised Code. (3) "Ephedrine" means any material, compound, mixture, or preparation that contains any quantity of ephedrine, any of its salts, optical isomers, or salts of optical is...

...(A) A retailer or terminal distributor of dangerous drugs that sells, offers to sell, holds for sale, delivers, or otherwise provides a pseudoephedrine product or ephedrine product to the public shall maintain a log book of all purchases of pseudoephedrine products or ephedrine products made without a valid prescription. The log book may be maintained in a tangible format, in an electronic format, or in both fo...

...The duty to comply with this section is subject to the conditions specified in section 3715.053 of the Revised Code. (A)(1) Beginning June 1, 2013, a retailer or terminal distributor of dangerous drugs shall submit the following information to the national precursor log exchange regarding each sale of pseudoephedrine product or ephedrine product that is not made pursuant to a valid prescription: (a) The purc...

...A retailer or terminal distributor of dangerous drugs is not required to comply with section 3715.052 of the Revised Code if one or more of the following are the case: (A) There is any charge from the national precursor log exchange for using the exchange, including a charge for obtaining access to the exchange, submitting information to the exchange, or receiving a stop-sale alert from the exchange. (B) Ther...

...A retailer or terminal distributor of dangerous drugs is not liable in damages in a civil action for injury, death, or loss to person or property resulting from any act or omission in carrying out the duties specified in sections 3715.05, 3715.051, and 3715.052 of the Revised Code regarding the sale of a pseudoephedrine product or ephedrine product, unless the act or omission is negligent or reckless or constit...

...(A) Each retailer, terminal distributor of dangerous drugs, pharmacy, prescriber, or wholesaler that sells, offers to sell, holds for sale, delivers, or otherwise provides any pseudoephedrine product and that discovers the theft or loss of any pseudoephedrine product in an amount of more than nine grams per incident of theft or loss shall notify all of the following upon discovery of the theft or loss: (1) The state...

...A flavoring extract is adulterated within the meaning of sections 3715.01 to 3715.34 of the Revised Code, if, when sold under or by any one of the following names it differs from the standard fixed therefor by this section: (A) Almond extract is the flavoring extract prepared from oil of bitter almonds, free from hydrocyanic acid, and shall contain not less than one per cent by volume of oil of bitter almonds. (B...

...ed and distributed by the department of health.

...As used in this section: "Quality assurance period" means the period of time following the completion of normal manufacturing, processing, and packaging procedures during which a food product subjected to normal conditions of exposure will maintain conformity with all of the characteristics normally associated with the food product and will provide the benefits for which the food product is normally purchased. Food ...

...n authorized agent of the department of health of this state or any of its political subdivisions.

...gredients deleterious or detrimental to health. No manufacturer of or dealer in candy, shall refuse, upon demand and a tender of payment therefor, to furnish a sample thereof for analysis. Whoever violates this section shall pay all expenses incurred in inspecting and analyzing such adulterated candy. All candy manufactured for sale, sold, or offered for sale in violation of this section shall be forfeited and dest...

...(A) As used in this section and section 3715.25 of the Revised Code: (1) "Grade" means standards for grades of maple syrup adopted by the United States department of agriculture and accepted by the director of agriculture or grades as defined in rules adopted by the director. (2) "Maple products" means maple syrup, maple sugar, maple cream, or any other product in which the sugar content is entirely derived from pu...

...(A) No person shall manufacture, offer for sale, possess with intent to sell, sell, or deliver a maple product that is adulterated as described in section 3715.59 of the Revised Code or is misbranded as described in section 3715.60 of the Revised Code. (B) No person shall offer for sale, possess with intent to sell, sell, or deliver an adulteration of a maple product in a package having the word "maple" or a compoun...