Ohio Revised Code Search

...on may occur pursuant to this section unless permitted under the chapter of the Revised Code under which each domestic constituent entity exists and the laws under which each foreign constituent entity exists. (B) Any written agreement of merger or consolidation of constituent entities into a surviving or new domestic partnership shall set forth all of the following: (1) The name and the form of entity of each...

... carried out pursuant to this section unless it is permitted by the Revised Code chapter under which each domestic constituent entity exists and by the laws under which each foreign constituent entity exists. (B) Any written agreement of any merger or consolidation shall set forth all of the following: (1) The name and the form of entity of each constituent entity and the state under the laws of which each consti...

...olidation 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 partnership, in which case the filing of a certificate of merger or consolidation is optional. Any certificate shall be on a form the secretary of state prescribes, signed by an authorized representative of each constitue...

...stituent entity. (6) All the rights of creditors of each constituent entity are preserved unimpaired, and all liens upon the property of any constituent entity are preserved unimpaired, on only the property affected by those liens immediately before the effective date of the merger or consolidation. When a partner of a constituent partnership is not a general partner of the entity surviving or the new entity r...

...shall be effected if there are reasonable grounds to believe that the conversion or exchange would render the converted partnership unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, to be on or after the date of the filing of the certificate of conversion p...

...d entity is a domestic entity, the complete terms of all documents required under the applicable chapter of the Revised Code to form the converted entity; (c) If the converted entity is a foreign entity, all of the following: (i) The complete terms of all documents required under the law governing the converted entity's formation; (ii) The consent of the converted entity to be sued and served with process in...

...of the converting entity and the state under the laws of which the converting entity exists; (b) A statement that the converting entity has complied with all of the laws under which it exists and that those laws permit the conversion; (c) The name and mailing address of the person or entity that is to provide a copy of the declaration of conversion in response to any written request made by a shareholder, par...

...verting entity. (4) All the rights of creditors of the converting entity are preserved unimpaired, and all liens upon the property of the converting entity are preserved unimpaired. A partner of a converting partnership who is not a general partner of the converted entity is not liable for any obligation incurred after the conversion except for either of the following: (a) If the converted entity is a partner...

...ed 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 Code; (2) In the case of a ...

...the holder of record shall be paid as a credit upon the fair cash value of the interests an amount equal to the dividend, distribution, or interest that would have been payable upon those interests or securities, if not for the suspension. (2) If the right to receive the fair cash value is terminated other than by the purchase of the interests by the partnership, all rights of the dissenting partner shall be re...

... 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. Upon the filing of a complaint, the court, on motion of the petitioner, shall enter an order fix...

...e merger, consolidation, or conversion unless any of the following applies: (A) The claim is for an obligation of the domestic partnership for which the partner is liable as this chapter provides and any of the following is true: (1) A judgment based on the same claim entered was against the surviving or resulting entity of the merger, consolidation, or conversion and a writ of execution on the judgment wa...

...gardless of changes in the partnership, until it is canceled pursuant to division (D) of section 1776.05 of the Revised Code or revoked pursuant to section 1776.83 of the Revised Code. (F) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under ...

...any domestic corporation that is formed under Chapter 1701. or 1702. of the Revised Code or any foreign corporation that is registered pursuant to Chapter 1703. of the Revised Code; (3) The name of any limited liability company registered in the office of the secretary of state pursuant to Chapter 1705. or 1706. of the Revised Code, whether domestic or foreign; (4) The name of any limited partnership registered i...

...ip 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, if the partnership's chief executive office is not in this state, the street address of any office of the partnership in this state; (3) If the partnership does not have an office in this state, the name and street address of the p...

...t include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program. (B) A partner of a limited liability partnership who receives a distribution in violation of division (A) of this section is liable to the partnership for the amount of that distribution. This secti...

... 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 law of this state. (C) A statement of foreign qualification does not authorize a ...

...nts 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," or "LLP." (2) The street address of the partnership's chief executive office and, if the partnership's chief executive office is not in this state, the street address of any partnership office in this state; (3) If the...

...s 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 action or proceeding in this state. (C) A limitation on personal liability of a partner is not waived or otherwise...

... security interest in property; (8) Collecting debts or foreclosing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) Conducting an isolated transaction that is completed within thirty days and is not one in the course of similar transactions; (10) Transacting business in interstate commerce. (B) For purposes of section 177...

...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.

... 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)."

...anner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this chapter. (2) The provisions of this chapter relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who did business with the partnership within one year before the partnership's election to be governed by this chapter o...

...fect 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.