Ohio Revised Code Search

...No contract, action, or transaction shall be void or voidable with respect to a limited partnership for the reason that the contract, action, or transaction is among or affects the limited partnership and one or more of its partners, or that the contract, action, or transaction is among or affects the limited partnership and any other person in which one or more of the partners are directors, trustees, officers, or p...

...A general partner of a limited partnership may make contributions to, and share in the profits and losses of and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to, and share in the profits, losses, and distributions of, the limited partnership as a limited partner. A person who is both a general and a limited partner shall have all the rights and po...

...The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis, separately or with any class of the limited partners, on any matter.

...The contributions of a partner may be in casy, other property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.

...(A) A promise by a limited partner to contribute to the limited partnership is not enforceable unless it is set out in a writing signed by the limited partner. (B) Except as otherwise provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or other property or to perform services, even if he is unable to perform because of death, ...

...The profits, losses, income, gains, deductions, credits, or similar items of a limited partnership shall be allocated among the partners and classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, such allocations shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to section...

...Distributions of cash or other assets of a limited partnership shall be allocated among the partners and classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide, distributions shall be made on the basis of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the contributions...

...Except as otherwise provided in this chapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited partnership and before the dissolution and winding up of the partnership only to the extent and at the times or upon the happening of the events specified in the partnership agreement.

...A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal violates the partnership agreement, the limited partnership, in addition to exercising any remedies otherwise available under applicable law, may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount oth...

...(A) Except as provided in division (B) of this section, a limited partner may withdraw from a limited partnership at the time, or upon the happening of events, specified in writing in the partnership agreement. If the partnership agreement does not specify in writing the time or events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partn...

...Except as provided in this chapter, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which he is entitled under the partnership agreement and, if not otherwise provided in the agreement, is entitled to receive, within a reasonable time after withdrawal, the fair value of his interest in the limited partnership as of the date of withdrawal based upon his right to share in distributio...

...Except as provided in writing in the partnership agreement, a partner, regardless of the nature of this contribution, shall have no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the ...

...Except to the extent otherwise provided in the partnership agreement, when a partner becomes entitled to receive a distribution, he has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution.

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

...A partnership interest is personal property.

...Except as otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become, or to exercise any rights of, a partner. An assignment entitles the assignee to receive to the extent assigned such distributions of cash and other property and such allocations of profit...

...(A) On application to a court of common pleas by any judgment creditor of a partner, the court may charge the partnership interest of the indebted partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor shall have only the rights of an assignee of the partnership interest. (B) Nothing in this chapter shall be held to deprive a partner of his statu...

...(A) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if, and to the extent that, either of the following occurs: (1) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; (2) All other partners consent. (B) An assignee who has become a limited partner has, to the extent assigned, the rights and ...

...ustee, executor, or administrator, corporation, association, or other entity and if the partnership, trust, corporation, association, or entity is dissolved or terminated, the powers of the partner may be exercised by its legal representative or successor.

...ip, 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 agreement of limited partnership of the surviving domestic limited partnership, or a provision that the written partnership agreement of a specified constituent limited partnership other than the surviving domestic limited partnership, with any amendmen...

...rviving or new entity is a foreign 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; ...

...consolidation into a new domestic corporation, limited liability company, or limited partnership, the articles of incorporation, the articles of organization, or the certificate of limited partnership of the new domestic entity shall be filed with the certificate of merger or consolidation. (3) In the case of a merger into a domestic corporation, limited liability company, or limited partnership, any amendments...

...rtnership into a foreign surviving corporation, limited liability company, or limited partnership that is not licensed or registered to transact business in this state or in the case of a consolidation of a constituent domestic limited partnership into a new foreign corporation, limited liability company, or limited partnership, if the surviving or new entity intends to transact business in this state and the certifi...

...(A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic limited partnership, the following are entitled to relief as dissenting partners as provided in section 1782.436 of the Revised Code: (1) Partners of a domestic limited partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1782.431 or 1782.432 of the Revi...

...(A) A partner of a domestic limited partnership is entitled to relief as a dissenting partner in respect of the proposals described in section 1782.435 of the Revised Code only in compliance with this section. (B) If the proposal of merger, consolidation, or conversion is to be submitted to the partners at a meeting, the dissenting partner shall be a partner and a record holder of the partnership interests as to whi...