Ohio Revised Code Search

...rship losses. (B) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits. (C) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities the partner incurs in the ordinary course of the business of the partnership or for the preservation of its busi...

...A partner has no right to receive, and is not required to accept, a distribution in kind.

...rs. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished. (C) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability, both of the following: (1) Without demand, any information concerning the partnership's business and affairs reasonably required for...

...m engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law. (D) A partner shall discharge duties to the partnership and the other partners pursuant to this chapter or under the partnership agreement and shall exercise any rights consistent with the obligation of good faith and fair dealing. (E) A partner does not violate a duty or obligation under this chapter, ...

...uitable relief, with or without an accounting as to partnership business, to enforce any of the following: (1) The partner's rights under the partnership agreement; (2) The partner's rights under this chapter, including any of the following: (a) The partner's rights under sections 1776.41, 1776.43, or 1776.44 of the Revised Code; (b) The partner's right on dissociation to have the partner's interest in the p...

...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 term or undertaking, continue the business without any settlement or liquidation of the partnership, the partners a...

...rty that can be transferred, either voluntarily or involuntarily.

...conomic interest is the only transferable interest of a partner in the partnership. The economic interest is personal property.

...cordance with the transfer, the net amount otherwise distributable to the transferor; (3) To seek under division (F) of section 1776.61 of the Revised Code, a determination by a tribunal that it is equitable to wind up the partnership business. (C) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account to which all of the p...

...ime. The purchaser at the foreclosure sale has the rights of a transferee. (C) At any time before foreclosure, an interest charged may be redeemed by any of the following: (1) The judgment debtor; (2) One or more of the other partners by using property other than partnership property; (3) One or more of the other partners, with the consent of all of the partners whose interests are not so charged, by using ...

...cuting an assignment for the benefit of creditors; (3) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; (4) Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of either the partner or all or substantially all of ...

... the expiration of the term or the completion of the undertaking, if any of the following applies: (a) The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under divisions (F) to (J) of section 1776.51 of the Revised Code or wrongful dissociation under division (B) of this section; (b) The partner is expelled by ...

...g before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 1776.63 of the Revised Code.

... amount that would have been distributable to the dissociating partner under division (B) of section 1776.67 of the Revised Code as if, on the date of dissociation, both of the following occurred: (a) The partnership sold the assets at a price equal to the greater of the liquidation value or the value based on a sale of the entire business as a going concern without the dissociated partner. (b) The partnershi...

...her party is not deemed to have had knowledge under division (E) of section 1776.33 of the Revised Code or notice under division (C) of section 1776.57 of the Revised Code. (B) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under division (A) of this ...

... (C) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (D) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time ...

...er 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 division (B)(3) of sect...

...tself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.

...sed Code, it is the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to division (B)(2)(a) of section 1776.52 of the Revised Code constitutes that partner's expression of a will to wind up the partnership business. (2) It is the express will of all of the partners to wind up the partnership business. (3) T...

...t to have the partnership's business wound up and the partnership terminated. In that event, both of the following apply: (1) The partnership shall resume carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred. (2) The dissolution shall not affect the...

...f any partner, a partner's legal representative, or a transferee, the court of common pleas for good cause shown, may order judicial supervision of the winding up. (B) The legal representative of the last surviving partner may wind up a partnership's business. (C) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute...

...f 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.

...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 purposes of division (E) section 1776.33 of th...

...e 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 Code by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.

... be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under division (B) of this section. (B) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets shall be credited and ch...