Ohio Revised Code Search

...(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 1776.70 of the Revised Code by action of the partners of a constituent partnership, the directors of a constituent corporation, or the comparable representatives of any other constituent entity; (3) In the case of a merger, any amendments to the partnership agreement of the surviving domestic partnership, or a provision that the written partnership agreement of a specified constituent partnership othe...

...oreign corporation that desires to transact business in this state as a foreign corporation, a statement to that effect, together with a statement regarding the appointment of a statutory agent and service of any process, notice, or demand upon that statutory agent or the secretary of state, as required when a foreign corporation applies for a license to transact business in this state; (8) If the surviving or new ...

...apacity in which the representative is acting; (f) A statement that the agreement of merger or consolidation is authorized on behalf of each constituent entity and that each person who signed the certificate on behalf of each entity is authorized to do so; (g) In the case of a merger, a statement that one or more specified constituent entities will be merged into a specified surviving entity or, in the case o...

...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 representatives of the respective constituent entities shall execute, acknowledge, and deliver those instruments and do those acts. For these purposes, the existence of the constituent entities and the authority of their respective partners, officers, di...

... abandon the proposed conversion by an action that is taken prior to the filing of the certificate of conversion pursuant to section 1776.74 of the Revised Code; (3) A statement of, or a statement of the method to be used to determine, the fair value of the assets owned by the converting entity at the time of the conversion; (4) The parties to the declaration of conversion in addition to the converting entity...

...If the converted entity desires to transact business in this state, the information required to qualify or be licensed under the applicable chapter of the Revised Code. (d) All other statements and matters required to be set forth in the declaration of conversion by the applicable chapter of the Revised Code if the converted entity is a domestic entity, or by the laws under which the converted entity will be fo...

...apacity in which the representative is acting; (f) A statement that the declaration of conversion is authorized on behalf of the converting entity and that each person who has signed the certificate on behalf of the converting entity is authorized to do so; (g) The name and the form of the converted entity and the state under the laws of which the converted entity will exist; (h) If the converted entity is a ...

...e converted entity without any further 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 ...

...he Revised Code are entitled to vote or act on the adoption of an agreement of merger, but only as to the interests so entitling them to vote or act. (3) Partners of a domestic partnership that is converting into a converted entity pursuant to section 1776.73 of the Revised Code. (B) Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership is liable to the partners of ...

...partners for written approval or other action without a meeting, a partner may be a dissenting partner only if on the date the request for approval or action is sent to the partners entitled to act or approve the partner is a record holder of those interests of the partnership to which the partner seeks relief and the partner did not indicate approval of the proposal in the partner's capacity as a holder ...

...hall 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, the court, on motion of the petitioner, shall enter an order fixing a date for a hearing and require a copy of the complaint, a notice of the filing, and the date for the hearing be ...

...s imposed on the partner by law or contract independent of the existence of the surviving or resulting entity of the merger, consolidation, or conversion.

...(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...

...iability 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 street address of the partnership's chief executive office and,...

...(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...

...h 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 limited liability partnership," "limited liability partnership," "R.L.L.P.," "L.L.P.," "RLLP,"...

...ign 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 defending an...

...(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.

... subject of this chapter among states enacting the uniform partnership act (1997) except where it expressly differs substantially from the uniform partnership act (1997).

...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 ...

...grants to an agent authority to do all acts that a principal could do pursuant to division (C) of section 1337.42 of the Revised Code, a principal authorizes the agent, with respect to that subject, to do all of the following: (A) Demand, receive, and obtain by litigation or otherwise, money or another thing of value to which the principal is, may become, or claims to be entitled, and conserve, invest, disburs...

...e, deed of trust, conditional sale contract, encumbrance, lien, or other claim to real property that exists or is asserted; (E) Manage or conserve an interest in real property or a right incident to real property owned or claimed to be owned by the principal, including all of the following: (1) Insure against liability or casualty or other loss; (2) Obtain or regain possession of or protect the interest or ri...

...Unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to tangible personal property authorizes the agent to do all of the following: (A) Demand, buy, receive, accept as a gift or as security for an extension of credit, or otherwise acquire or reject ownership or possession of tangible personal property or an interest in tangible personal prope...

...Unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to stocks and bonds authorizes the agent to do all of the following: (A) Buy, sell, and exchange stocks and bonds; (B) Establish, continue, modify, or terminate an account with respect to stocks and bonds; (C) Pledge stocks and bonds as security to borrow, pay, renew, or extend the time o...

...e, and exercise commodity futures contracts and call or put options on stocks or stock indexes traded on a regulated option exchange; (B) Establish, continue, modify, and terminate option accounts.

...tution selected by the agent; (C) Contract for services available from a financial institution, including renting a safe deposit box or space in a vault; (D) Withdraw, by check, order, electronic funds transfer, or otherwise, money or property of the principal deposited with or left in the custody of a financial institution; (E) Receive statements of account, vouchers, notices, and similar documents from a fi...

...egotiate, extend, and terminate a contract made by or on behalf of the principal with respect to the entity or business before execution of the power of attorney; (2) Determine all of the following: (a) The location of its operation; (b) The nature and extent of its business; (c) The methods of manufacturing, selling, merchandising, financing, accounting, and advertising employed in its operation; (d) The amo...

..., rescind, release, or terminate a contract procured by or on behalf of the principal that insures or provides an annuity to either the principal or another person, whether or not the principal is a beneficiary under the contract; (B) Procure new, different, and additional contracts of insurance and annuities for the principal and the principal's spouse, children, and other dependents and select the amount, typ...

... of trust, or other instrument or transaction affecting the interest of the principal; (5) Initiate, participate in, submit to alternative dispute resolution, settle, oppose, or propose or accept a compromise with respect to litigation to remove, substitute, or surcharge a fiduciary; (6) Conserve, invest, disburse, or use anything received for an authorized purpose; (7) Transfer an interest of the principal i...

...ncy a claim, claim for relief, cause of action, counterclaim, offset, recoupment, or defense, including an action to recover property or other thing of value, recover damages sustained by the principal, eliminate or modify tax liability, or seek an injunction, specific performance, or other relief; (B) Bring an action to determine adverse claims or intervene or otherwise participate in litigation; (C) Seek an ...

...all of the following: (1) Perform the acts necessary to maintain the customary standard of living of the principal, the principal's spouse, and the following individuals, whether living when the power of attorney is executed or later born: (a) Other individuals legally entitled to be supported by the principal; (b) The individuals whom the principal has customarily supported or indicated the intent to suppor...

...(A) As used in this section, "benefits from governmental programs or civil or military service" means any benefit, program, or assistance provided under a statute or regulation, including social security, medicare, and medicaid. (B) Unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to benefits from governmental programs or civil or militar...

...(A) As used in this section, "retirement plan" means a plan or account created by an employer, the principal, or another individual to provide retirement benefits or deferred compensation of which the principal is a participant, beneficiary, or owner, including any of the following plans or accounts: (1) An individual retirement account under section 408 of the Internal Revenue Code of 1986, 26 U.S.C. 408; (2...

...perty, Federal Insurance Contributions Act, and other tax returns, claims for refunds, requests for extension of time, petitions regarding tax matters, and any other tax-related documents, including receipts, offers, waivers, consents, including consents and agreements under section 2032A of the Internal Revenue Code of 1986, 26 U.S.C. 2032A, closing agreements, and any power of attorney required by the intern...

...sending a digital asset; (D) Take any action concerning the asset to the extent of the account holder's authority; (E) Have access to the content of electronic communications sent or received by the principal.

... under the Uniform Transfers to Minors Act, and a tuition savings account or prepaid tuition plan as defined under section 529 of the Internal Revenue Code of 1986, 26 U.S.C. 529. (B) Unless the power of attorney otherwise provides, language in a power of attorney granting general authority with respect to gifts authorizes the agent to do only the following: (1) Make outright to, or for the benefit of, a per...

...In a power of attorney executed on or after March 29, 2006, and before the effective date of this section that either uses the statutory power of attorney form contained in former section 1337.18 of the Revised Code or that incorporates by reference any one or more of the powers contained in former section 1337.20 of the Revised Code, the powers granted shall be construed in accordance with former section 1337....

...gent will be able to make decisions and act with respect to your property (including your money) whether or not you are able to act for yourself. The meaning of authority over subjects listed on this form is explained in the Uniform Power of Attorney Act (sections 1337.21 to 1337.64 of the Revised Code). This power of attorney does not authorize the agent to make health-care decisions for you. You should select s...

...orm may be used by an agent to certify facts concerning a power of attorney. AGENT'S CERTIFICATION AS TO THE VALIDITY OF POWER OF ATTORNEY AND AGENT'S AUTHORITY State of Ohio County of _____________________ I, _________________________________________ (Name of Agent), certify under penalty of perjury that _____________________________ (Name of Principal) granted me authority as an agent or successor agent in a po...

...subject matter among the states that enact it.

...atures in Global and National Commerce Act," 15 U.S.C. 7001 et seq., with the exception of section 101(c) of that act, 15 U.S.C. 7001(c). Sections 1337.21 to 1337.64 of the Revised Code do not authorize electronic delivery of any of the notices described in section 103(b) of that act, 15 U.S.C. 7003(b).

...4 of the Revised Code do not affect an act done before the effective date of this section.

...Sureties must be residents of this state and worth, in the aggregate, double the sum to be secured, beyond the amount of their debts, and have property liable to execution in this state equal to the sum to be secured.

... in itself, exonerate the officer in an action for taking insufficient surety.

...In contracts for the payment of money to banks or bankers, sureties in fact, known to the parties to be such at the time such contracts were made, may be proved, and shall be considered in all courts, to be sureties, and have all the privileges of sureties, anything in the contract expressed to the contrary notwithstanding.