Ohio Revised Code Search

...If a derivative action brought pursuant to section 1782.56 of the Revised Code is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, and shall direct him to remit to the limited partnership the remainder of those proceeds rec...

...(A) This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting the Uniform Limited Partnership Act (1985), national conference of commissioners on uniform state laws, except to the extent that the provisions of this chapter differ from those of that uniform act. (B) In any case not provided for in this...

...(A) A limited partnership formed under former Chapter 1781. of the Revised Code or another former law of this state that was in existence on April 4, 1985, shall not be dissolved and its legal existence shall not cease as a result of the repeal of the law under which it was formed, the enactment of this chapter, or the enactment of the amendments to this chapter contained in the act in which this amendment was enacte...

...A foreign limited partnership that filed a copy of its certificate of limited partnership in the office of a county recorder and was transacting business in this state immediately prior to April 4, 1985, is deemed to be registered as a foreign limited partnership in this state within the meaning of sections 1782.49 to 1782.53 of the Revised Code. It may continue to transact business in this state in accordance with a...

...artnership and an application for registration as a foreign limited partnership, respectively, with the secretary of state as follows: (a) Each limited partnership with a name beginning with the letter A, B, C, D, E, or F shall so file with the secretary of state on or before June 30, 1995; (b) Each limited partnership with a name beginning with the letter G, H, I, J, K, L, or M shall so file with the secretary of ...

...(A) A limited partnership may become a limited liability limited partnership by doing all of the following: (1) Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement. When a limited partnership agreement expressly considers contribution obligations, the required vote is the vote...

...(A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign limited partnership owes no duty to, incurs no liability or obligation to, and is not in privity with the general partners, limited partners, or creditors of the limited partnership by reason of providing goods to or performing services for the limited partnership. (B) Absent an express agree...

...ited" as part of it; the contemplated duration of the association, which in no case shall exceed twenty years; and the names of the officers of the association, selected in conformity with sections 1783.01 to 1783.12, inclusive, of the Revised Code. Any amendment of such statement shall be made only in like manner. Such statement and amendments must be recorded in the office of the county recorder of the proper count...

..."Limited" shall be the last word of the name of every limited partnership association formed under sections 1783.01 to 1783.12, inclusive, of the Revised Code. Every such association must paint or affix, and keep painted or affixed, its name on the outside of every office or place in which its business is carried on, in a conspicuous position and in letters easily legible, and must have its full name mentioned in leg...

...There shall be at least one meeting of the members of a limited partnership association in each year at which not less than three nor more than five managers must be elected, one of whom shall be the chairman, one the treasurer, and one the secretary, except that one may be both treasurer and secretary. Such managers shall hold their respective offices for one year, and until their successors are duly installed. No ...

...Persons forming a limited partnership association may make contribution to the capital thereof in real or personal estate, mines, or other property, at a valuation to be approved by all the members subscribing to its capital, but in any case one half of the capital must be paid in cash. In the statement required by section 1783.01 of the Revised Code to be recorded, it must be certified whether subscriptions to the ...

...Interest in a limited partnership association is personal estate, and may be transferred under rules prescribed by the association. Such transfer shall take effect when the instrument transferring the interest is delivered for record, including the names of the parties thereto and the amount of the interest so transferred, in the office of the county recorder, who shall enter it. For such entry he shall receive the ...

...All real estate owned or purchased by a limited partnership association shall be held and owned, and conveyance thereof made, in the association name. When such an association executes a deed of conveyance, bonds with or without coupons, or mortgages to secure purchase or borrowed moneys, it may acknowledge such instruments by its chairman and its secretary. The association shall sue and be sued in the association n...

...A limited partnership association shall keep a register of debts and liabilities, in which must be entered the nature and amount of all debts and liabilities contracted by it, with the date thereof, together with any payments or credits thereon. Such entry shall be made not more than ten days after such debt or liability was contracted. Such register shall be open to the inspection of all persons interested in any ma...

...The members of a limited partnership association shall not be liable under any judgment, decree, or order obtained against the association, or for any debt or engagement of the association, further or otherwise than is provided in sections 1783.01 to 1783.06, inclusive, and 1783.09 to 1783.12, inclusive, of the Revised Code.

...If an execution or other process in the nature of execution has been issued against the property of a limited partnership association, and if there cannot be found sufficient property on which to levy or enforce such process, then such execution or process may be issued against any of the members, to the extent of the portions of their respective subscriptions in the capital of the association that are not then paid ...

...A limited partnership association from time to time may divide the profits of its business as a majority of its managers determine. Such division of profits shall not, at the time it is made diminish or impair the capital of the association. Anyone consenting to a dividend which diminishes or impairs the capital shall be liable to any person injured thereby, to the amount of such diminution or impairment.

...s: (A) When the period fixed for its duration expires; (B) When by a vote of a majority of its members, in value of interest and in number, a dissolution is determined upon. Notice of such dissolution shall be given by publication in two newspapers, published in the proper city or county, at least six consecutive times. Immediately upon the commencement of such advertising, the association shall cease to carry on...

...When a limited partnership association is dissolved by the voluntary action of its members, its property shall be applied as follows: (A) First, to the payment of all its debts for work and labor; and to secure such debts, in case its property is insufficient, the separate estate of each partner shall be liable without limitation or exemption, except as provided by law; (B) Second, to the satisfaction of its other ...

...As used in this chapter: (A) "Professional service" means any type of professional service that may be performed only pursuant to a license, certificate, or other legal authorization issued pursuant to Chapter 4701., 4703., 4705., 4715., 4723., 4725., 4729., 4730., 4731., 4732., 4733., 4734., 4741., 4755., or 4757. of the Revised Code to certified public accountants, licensed public accountants, architects, attorn...

... amended constitutes articles of incorporation prepared and filed in the manner prescribed in section 1785.08 of the Revised Code and by otherwise complying with the applicable requirements of this chapter.

...A professional association may render a particular professional service only through officers, employees, and agents who are themselves duly licensed, certificated, or otherwise legally authorized to render the professional service within this state. As used in this section, "employee" does not include clerks, bookkeepers, technicians, or other individuals who are not usually and ordinarily considered by custom and p...

...This chapter does not modify any law applicable to the relationship between a person furnishing a professional service and a person receiving that service, including liability arising out of the furnishing of that service.

...A professional association may issue its capital stock only to persons who are duly licensed, certificated, or otherwise legally authorized to render within this state the same professional service as that for which the association was organized or, in the case of a combination of professional services described in division (B) of section 1785.01 of the Revised Code, to render within this state any of the applicable ...

...e, the secretary of state, upon the expiration of that period, shall cancel the association's articles of incorporation, give notice of the cancellation to the association by ordinary or electronic mail sent to the last known physical or electronic address of the association or its agent, and make a notation of the cancellation on the records of the secretary of state. A professional association whose articles have...