Ohio Revised Code Search

...(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...

...A shareholder of a professional association may sell or transfer that shareholder's shares in the association only to another individual who is 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...

...he manner of filing articles of incorporation, except that the requirements of division (A) of section 1701.06 of the Revised Code do not apply to professional associations. If any provision of this chapter conflicts with any provision of Chapter 1701. of the Revised Code, the provisions of this chapter shall take precedence. A professional association for the practice of medicine and surgery, osteopathic medi...

...nal service within this state by a corporation formed under division (B) of section 1701.03 of the Revised Code, a limited liability company formed under Chapter 1705. or 1706. of the Revised Code, or a foreign limited liability company registered with the secretary of state and transacting business in this state in accordance with sections 1705.53 to 1705.58 or 1706.51 to 1706.515 of the Revised Code.

...r, "JobsOhio" means the nonprofit corporation formed under this section, and includes any subsidiary of that corporation. In any section of law that refers to the nonprofit corporation formed under this section, reference to the corporation includes reference to any such subsidiary unless otherwise specified or clearly appearing from the context. The governor is hereby authorized to form a nonprofit corporati...

...ed to be presented by the JobsOhio corporation's financial statements, or experience actively supervising one or more persons engaged in such activities; (4) Has an understanding of internal controls and the procedures for financial reporting; (5) Has an understanding of audit committee functions. (B) Specific experience demonstrating the qualifications required by division (A) of this section may be evidenced...