Ohio Revised Code Search

...(A) This chapter does not govern any partnership on and after the first day of January, 2010. (B) This chapter does not govern any partnership that is formed on or after the first day of January, 2009. Chapter 1776. of the Revised Code governs any partnership formed on or after that date. (C) This chapter does not govern any partnership that elects to be governed by Chapter 1776. of the Revised Code pursu...

...f the following: (1) A for profit corporation organized under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United States, or any other state: (a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for profit organization, including a general or limited partn...

...gn; (2) The name of 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 li...

...state; (2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements ...

...(A) Each limited partnership shall keep at its principal office, which need not be in this state, all of the following: (1) A current list of the full name and last known business or residence address of each partner, separately listing and identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order; (2) A copy of the certificate of limited partnership and all certificat...

...A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking and insurance.

...Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, except as otherwise provided by law, has the same rights and obligations with respect to such loans and transactions as a person who is not a partner.

...(A) To form a limited partnership, a certificate of limited partnership shall be executed and filed with the secretary of state, as provided in section 1782.13 of the Revised Code. The certificate shall be on a form prescribed by the secretary of state and shall set forth all of the following: (1) The name of the limited partnership; (2) The address of the principal place of business of the limited partnership; (3...

...(A) A certificate of limited partnership shall be amended by filing a certificate of amendment with the secretary of state. The certificate of amendment shall be on a form prescribed by the secretary of state and shall state all of the following: (1) The name of the limited partnership and the file number assigned to it by the secretary of state; (2) The date of the first filing of the certificate of limited partne...

...(A) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of the winding up of the partnership or at any other time there are no limited partners. (B) A certificate of cancellation shall be filed with the secretary of state on a form prescribed by the secretary of state. It shall set forth all of the following: (1) The name of the limited partnership and the file number as...

...(A) A certificate required by this chapter to be filed with the secretary of state shall be executed in the following manner: (1) An original certificate of limited partnership shall be signed by all general partners; (2) A certificate of amendment shall be signed by at least one general partner and by each other general partner designated in the certificate as a new general partner; (3) A certificate of cancellat...

...If a person who is required by section 1782.11 of the Revised Code to execute any certificate fails or refuses to do so, any other person who is adversely affected by the failure or refusal may petition the court of common pleas to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed and that any person so designated failed or refused to execute the certifi...

...(A)(1) Subject to section 1782.63 of the Revised Code, one signed copy of the certificate of limited partnership, any certificate of amendment, cancellation, amendment of certificate of cancellation, disclaimer of general partner status, or cancellation of disclaimer of general partner status, or any judicial decree of amendment or cancellation shall be filed with the secretary of state. (2) A person who executes a ...

...If any certificate of limited partnership, amendment, or cancellation contains a false statement of a material fact, one who suffers loss by reasonable reliance on the statement may recover damages for the loss from all of the following: (A) Any person who executes the certificate, or causes another to execute it on his behalf, and knew, and any general partner who knew or should have known, that the statement was m...

...The fact that a certificate of limited partnership is on file in the office of a county recorder or with the secretary of state is notice that the partnership is a limited partnership and that the persons designated in the certificate as general partners are general partners. It is not notice of any other fact. Any certificate filed with the secretary of state on or after July 1, 1994, shall supersede all certificate...

...Upon the return by the secretary of state, pursuant to section 1782.13 of the Revised Code, of a certificate marked " filed,"the general partners promptly shall deliver or mail a copy of the certificate of limited partnership and each other certificate to each limited partner if the partnership agreement so provides.

...(A) A person becomes a limited partner at the time the limited partnership is formed or at any later time specified in the records of the limited partnership for becoming a limited partner. (B) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner in the following ways: (1) In the case of a person acquiring a partnership in...

...Subject to section 1782.19 of the Revised Code, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a per capita or other basis, upon any matter.

...(A) Except as provided in division (D) of this section, a limited partner shall not become liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of...

...(A) Except as provided in division (C) of this section, when no certificate of limited partnership has been filed, a person who contributes to a business enterprise and who erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions...

...(A)(1) Each limited partner has the right, subject to such reasonable standards as may be set forth in the partnership agreement or otherwise established by the general partners, to obtain from the general partners from time to time and upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner, all of the following: (a) True and full information regarding the st...

...After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.

...ed, or within ninety days after the expiration of such a stay, the appointment is not vacated; (F) In the case of a general partner who is a natural person, his death or the entry by a court adjudicating him an incompetent, as defined in section 2111.01 of the Revised Code; (G) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust,...

...(A) Except as otherwise provided in this chapter, the partnership agreement, or section 5815.35 of the Revised Code, a general partner of a limited partnership shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. (B) Except as otherwise provided in this chapter, a general partner of a limited partnership has the liabili...

...(A) A general partner shall perform the duties of a general partner in good faith, in a manner the general partner reasonably believes to be in or not opposed to the best interests of the limited partnership, and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In performing a general partner's duties, a general partner is entitled to rely on information, opini...