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2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.53 | Effect of Partner's Dissociation.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 1776.61 to 1776.67 of the Revised Code apply. Otherwise, sections 1776.54 to 1776.58 of the Revised Code apply.
(B) Upon a partner's dissociation, all of the following apply:
(1) The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section 1776.63 of the Revised Code;
(2) The partner's duty of loyalty under division (B)(3) of section 1776.44 of the Revised Code terminates;
(3) The partner's duty of loyalty under divisions (B)(1) and (2) of section 1776.44 of the Revised Code and duty of care under division (C) of section 1776.44 of the Revised Code continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section 1776.63 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.55 | Dissociated Partner's Power to Bind and Liability to Partnership.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under section 1776.68 of the Revised Code, is bound by any act of the dissociated partner that would have bound the partnership under section 1776.31 of the Revised Code before dissociation only if, at the time of entering into the transaction all of the following were true:
(1) The other party reasonably believed that the dissociated partner was then a partner.
(2) The other party did not have notice of the partner's dissociation.
(3) The other party is not deemed to have had knowledge under division (E) of section 1776.33 of the Revised Code or notice under division (C) of section 1776.57 of the Revised Code.
(B) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under division (A) of this section.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.56 | Dissociated Partner's Liability to Other Persons.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in division (B) of this section.
(B) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under sections 1776.68 to 1776.79 of the Revised Code, within two years after the partner's dissociation, only if pursuant to section 1776.36 of the Revised Code the partner would have been liable for the obligation if the transaction had been entered into while the person was a partner and, at the time of entering into the transaction, all of the following were true:
(1) The other party reasonably believed that the dissociated partner was then a partner and reasonably relied on that belief in entering into the transaction.
(2) The other party did not have notice of the partner's dissociation.
(3) The other party is not deemed to have had knowledge under division (E) of section 1776.33 of the Revised Code or notice under division (C) of section 1776.57 of the Revised Code.
(C) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(D) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.57 | Statement of Dissociation.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.
(B) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of divisions (D) and (E) of section 1776.33 of the Revised Code.
(C) For the purposes of division (A)(3) of section 1776.55 and division (B)(3) of section 1776.56 of the Revised Code, a person not a partner is deemed to have notice of a dissociation ninety days after a statement of dissociation is filed.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.58 | Continued Use of Partnership Name.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.61 | Events Causing Dissolution and Winding Up of Partnership Business.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
A partnership is dissolved, and the partnership's business shall be wound up, only upon the occurrence of any of the following events:
(A) In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under divisions (B) to (J) of section 1776.51 of the Revised Code, of that partner's express will to withdraw immediately as a partner, or at a later date as specified by the partner;
(B) In a partnership for a definite term or particular undertaking, any of the following applies:
(1) Within ninety days after a partner's dissociation by death or otherwise under divisions (F) to (J) of section 1776.51 of the Revised Code or wrongful dissociation under division (B) of section 1776.52 of the Revised Code, it is the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation pursuant to division (B)(2)(a) of section 1776.52 of the Revised Code constitutes that partner's expression of a will to wind up the partnership business.
(2) It is the express will of all of the partners to wind up the partnership business.
(3) The term has expired or the undertaking is complete.
(C) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(D) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;
(E) On application by a partner, a determination by a tribunal that any of the following is true:
(1) The economic purpose of the partnership is likely to be unreasonably frustrated.
(2) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner.
(3) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement.
(F) On application by a transferee of a partner's economic interest, a tribunal determines that it is equitable to wind up the partnership business at either of the following times:
(1) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer;
(2) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.62 | Partnership Continues After Dissolution.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Subject to division (B) of this section, a partnership may continue after dissolution only for the purpose of winding up its business. The partnership is terminated when its business is completed.
(B) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event, both of the following apply:
(1) The partnership shall resume carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred.
(2) The dissolution shall not affect the rights of a third party accruing under division (A) of section 1776.64 of the Revised Code or arising out of conduct in reliance on the dissolution if those rights accrued or arose before the third party knew or received a notification of the waiver.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.63 | Right to Wind Up Partnership Business.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on the application of any partner, a partner's legal representative, or a transferee, the court of common pleas for good cause shown, may order judicial supervision of the winding up.
(B) The legal representative of the last surviving partner may wind up a partnership's business.
(C) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge or make reasonable provision for the partnership's liabilities, distribute the assets of the partnership pursuant to section 1776.67 of the Revised Code, settle disputes by mediation or arbitration, and perform other necessary acts.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.64 | Partner's Power to Bind Partnership After Dissolution.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
Subject to section 1776.65 of the Revised Code, a partnership is bound by a partner's act after dissolution under either of the following conditions:
(A) The act is appropriate for winding up the partnership business.
(B) If the other party to the transaction did not have notice of the dissolution, the act would have bound the partnership under section 1776.31 of the Revised Code before dissolution.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.65 | Statement of Dissolution.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(B) A statement of dissolution cancels a filed statement of partnership authority for the purposes of division (D) of section 1776.33 of the Revised Code and is a limitation on such authority for the purposes of division (E) section 1776.33 of the Revised Code.
(C) For the purposes of sections 1776.31 and 1776.64 of the Revised Code, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed.
(D) After filing and recording any appropriate statement of dissolution, a dissolved partnership may file, and as appropriate, record a statement of partnership authority that will operate with respect to a person not a partner as provided in divisions (D) and (E) of section 1776.33 of the Revised Code in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.66 | Partner's Liability to Other Partners After Dissolution.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Except as otherwise provided in division (B) of this section and in section 1776.36 of the Revised Code, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 1776.64 of the Revised Code.
(B) A partner who, with knowledge of the dissolution, incurs a partnership liability under division (B) of section 1776.64 of the Revised Code by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.67 | Settlement of Accounts and Contributions Among Partners.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) In winding up a partnership's business, any assets of the partnership, including the contributions this section requires the partners to make, shall be applied to discharge or make reasonable provision for its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under division (B) of this section.
(B) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account.
(C) A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 1776.36 of the Revised Code.
(D) If a partner fails to contribute the full amount required under division (C) of this section, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 1776.36 of the Revised Code.
(E) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(F) A partner or partner's legal representative may recover from the other partners any contributions the partner has made to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 1776.36 of the Revised Code.
(G) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy, or make reasonable provision for, partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 1776.36 of the Revised Code.
(H) An assignee for the benefit of creditors of a partnership or a partner, or a person a court appoints to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.76 | Relief for Dissenting Partner.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Unless otherwise provided 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 merger into a domestic partnership, partners of the surviving domestic partnership who under section 1776.68 of the Revised Code are entitled to vote or act on the adoption of an agreement of merger, but only as to the interests so entitling them to vote or act.
(3) Partners of a domestic partnership that is converting into a converted entity pursuant to section 1776.73 of the Revised Code.
(B) Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership is liable to the partners of the constituent partnership for any amount payable to them pursuant to section 1776.77 of the Revised Code as if the amount payable were an existing liability of the constituent partnership at the time of the merger, consolidation, or conversion.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.79 | Judgment Creditors.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
When a domestic partnership is a constituent entity to a merger or consolidation that has become effective, and that domestic partnership is not the surviving or resulting entity of the merger or consolidation, or a domestic partnership is the converting entity in a conversion, a judgment creditor of a partner of that domestic partnership shall not levy execution against the assets of the partner to satisfy a judgment based on a claim against the surviving or resulting entity of the 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 was returned unsatisfied in whole or in part.
(2) The surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion is a debtor in bankruptcy.
(3) The partner agreed that the creditor need not exhaust the assets of a domestic partnership that was not the surviving or resulting entity of the merger, consolidation, or conversion.
(4) The partner agreed that the creditor need not exhaust the assets of the surviving or resulting entity of the merger or consolidation or the entity resulting from the conversion.
(B) A court grants permission to the judgment creditor to levy execution against the assets of the partner based on a finding that the assets of the surviving or resulting entity of the merger, consolidation, or conversion that are subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of the assets of the surviving or resulting entity is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers.
(C) Liability is imposed on the partner by law or contract independent of the existence of the surviving or resulting entity of the merger, consolidation, or conversion.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.82 | Name of Limited Liability Partnership.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) The name of a limited liability partnership shall contain "registered limited liability partnership," "registered partnership having limited liability," "limited liability partnership," "R.L.L.P.," "P.L.L.," "L.L.P.," "RLLP," "PLL," or "LLP."
(B) The name of a domestic registered limited liability partnership or foreign limited liability partnership shall be distinguishable upon the records in the office of the secretary of state from all of the following:
(1) The name of any other limited liability partnership registered in the office of the secretary of state pursuant to this chapter or Chapter 1775. of the Revised Code, whether domestic or foreign;
(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 partnership registered in the office of the secretary of state pursuant to Chapter 1782. of the Revised Code, whether domestic or foreign;
(5) Any trade name the exclusive right to which is at the time in question registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code.
Last updated September 10, 2021 at 10:27 AM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.83 | Filing of Biennial Report.

Effective:
June 30, 2011
Latest Legislation:
House Bill 153 - 129th General Assembly
(A) A limited liability partnership and a foreign limited liability partnership authorized to transact business in this state shall file a biennial report in the office of the secretary of state. The report shall contain all of the following:
(1) The name of the limited liability partnership 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 partnership's current agent for service of process.
(B) A partnership shall file a biennial report between the first day of April and the first day of July of each odd-numbered year that follows the calendar year in which the partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this state.
(C) The secretary of state may revoke the statement of qualification of any partnership that fails to file a biennial report when due or pay the required filing fee. To revoke a statement, the secretary of state shall provide the partnership at least sixty days' written notice of the intent to revoke, mailed to the partnership at its chief executive office set forth in the last filed statement of qualification or biennial report or sent by electronic mail to the last electronic mail address provided to the secretary of state. The notice shall specify the report that the partnership failed to file, the unpaid fee, and the effective date of the revocation. The revocation is not effective if the partnership files the report and pays the fee before the effective date of the revocation.
(D) A revocation under division (C) of this section affects only a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.
(E) A partnership whose statement of qualification is revoked may apply to the secretary of state for reinstatement within two years after the effective date of the revocation. The application for reinstatement shall state the name of the partnership, the effective date of the revocation, and that the ground for revocation either did not exist or has been corrected.
(F) A reinstatement under division (E) of this section relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.84 | Distribution to Partner Where Partnership Insolvent.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution and after giving effect to the distribution, all liabilities of the limited liability partnership exceed the fair value of the assets of the limited liability partnership, other than liabilities to partners on account of their economic interests and liabilities for which the recourse of creditors is limited to specified property. The fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this section, the term "distribution" does not 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 section does not affect any obligation or liability of a partner of a limited liability partnership under an agreement or other applicable law for the amount of a distribution.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.85 | Foreign Limited Liability Partnership - Governing Law.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) The law under which a foreign limited liability partnership is formed governs 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 foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.86 | Statement of Foreign Qualification.

Effective:
May 20, 2014
Latest Legislation:
Senate Bill 98 - 130th General Assembly
(A) A foreign limited liability partnership shall file a statement of foreign qualification with the secretary of state prior to transacting any business in this state. The statement shall contain all of the following:
(1) The name of the foreign limited liability partnership. The name shall satisfy the requirements 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 there is no office of the partnership in this state, the name and street address of the partnership's agent for service of process;
(4) Any deferred effective date;
(5) Evidence of existence in its jurisdiction of origin.
(B) The agent of a foreign limited liability partnership for service of process shall be one of the following:
(1) A natural person who is a resident of this 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 of Title XVII of the Revised Code for an entity of the agent's type to transact business or exercise privileges in this state.
(C) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless 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.
(D) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.87 | Action by Foreign Limited Liability Partnership.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this 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 affected by transacting business in this state without a statement of foreign qualification.
(D) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the secretary of state is its agent for service of process with respect to a right of action arising out of the transaction of business in this state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.88 | What Constitutes Transacting Business.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Activities of a foreign limited liability partnership that do not constitute transacting business for the purpose of section 1776.86 of the Revised Code include all of the following:
(1) Maintaining, defending, or settling an action or proceeding;
(2) Holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, with or without a mortgage or other 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 1776.86 of the Revised Code, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under division (A) of this section, constitutes transacting business in this state.
(C) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.89 | Action to Restrain Foreign Limited Liability Partnership.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.91 | Construction of Chapter.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
This chapter shall be applied and construed to 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).
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.95 | Application of Chapter to Partnerships.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Prior to the first day of January, 2010, this chapter governs the following partnerships:
(1) A partnership formed on or after the first day of January, 2009, except a partnership that is continuing the business of a dissolved partnership under section 1775.40 of the Revised Code;
(2) A partnership formed before the first day of January, 2009, that elects pursuant to division (C) of this section, to be governed by this chapter.
(B) On and after the first day of January, 2010, this chapter governs all partnerships.
(C)(1) On and after the first day of January, 2009, but prior to the first day of January, 2010, a partnership voluntarily may elect, in the manner 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 only if the third party knows or has received a notification of the partnership's election to be governed by this chapter.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.96 | Application of Chapter to Proceedings.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
This chapter does not affect 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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1777 | Partnerships - Frauds; Fictitious Names › Section 1777.07 | Application of Chapter to Partnerships.

Effective:
January 1, 2010
Latest Legislation:
House Bill 332 - 127th General Assembly
(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 pursuant to procedures in division (C) of section 1776.95 of the Revised Code, on and after the date the partnership elects to be governed by that chapter.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1779 | Surviving Partners; Joint Debtors › Section 1779.12 | Application of Chapter to Partnerships.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(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 pursuant to procedures in division (C) of section 1776.95 of the Revised Code, on and after the date the partnership elects to be governed by that chapter.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.01 | Limited Partnership Definitions.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
Unless the context requires a different meaning, as used in this chapter:
(A) "Certificate of limited partnership" means the certificate referred to in section 1782.08 of the Revised Code, and the certificate as amended or restated.
(B) "Contribution" means any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in his capacity as a partner.
(C) "Entity" means any of 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 partnership;
(e) A limited liability company.
(D) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 1782.23 of the Revised Code.
(E) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state.
(F) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
(G) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
(H) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this state, having as members one or more general partners and one or more limited partners.
(I) "Liquidating trustee" means a person, other than a general partner but including a limited partner, who is carrying out the winding up of a limited partnership.
(J) "Partner" means a limited or general partner.
(K) "Partnership agreement" means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business.
(L) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
(M) "Person" means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.02 | Name.

Effective:
April 12, 2021
Latest Legislation:
Senate Bill 276 - 133rd General Assembly
(A) The name of any limited partnership, as set forth in its certificate of limited partnership, shall include "Limited Partnership," "L.P.," "Limited," or "Ltd." and shall not contain the name of a limited partner unless either of the following are true:
(1) It is also the name of a general partner;
(2) The business of the limited partnership had been carried on under that name before the admission of that limited partner.
(B) The name of a limited partnership shall be distinguishable upon the records in the office of the secretary of state from all of the following:
(1) The name of any other limited partnership registered in the office of the secretary of state pursuant to this chapter, whether domestic or foreign;
(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 liability partnership registered in the office of the secretary of state pursuant to Chapter 1775. or 1776. of the Revised Code, whether domestic or foreign;
(5) Any trade name the exclusive right to which is at the time in question registered in the office of the secretary of state pursuant to Chapter 1329. of the Revised Code.
Last updated September 10, 2021 at 10:40 AM
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.05 | Records to Be Kept at Principal Office - Copies Provided to Agent Where Office Outside Ohio.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
(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 certificates of amendment to it, together with executed copies of any powers of attorney pursuant to which any certificate has been executed;
(3) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;
(4) Copies of any then-effective written partnership agreements and of any financial statements of the limited partnership for the three most recent years;
(5) Unless contained in any then-effective written partnership agreement, a writing setting forth all of the following:
(a) The amount of cash and a description and statement of the agreed value of the other property or services that each partner has contributed and that each partner has agreed to contribute;
(b) Each time at which and each event on the happening of which any additional contribution agreed to be made by each partner is to be made;
(c) Any right of a partner to receive, or of a general partner to make, any distribution to a partner that includes a return of all or any part of the partner's contribution;
(d) Each event upon the happening of which the limited partnership is to be dissolved and its affairs wound up.
(B) Records required to be kept pursuant to division (A) of this section shall be subject to the provisions of section 1782.21 of the Revised Code.
(C) If the principal office of a limited partnership is not located in this state, the limited partnership shall provide to its agent a copy of the records required by division (A)(1) of this section. The agent shall maintain the copy at its office in this state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.07 | Partner's Transactions With Partnership.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.08 | Certificate of Limited Partnership Required - Filing, Contents.

Effective:
June 6, 2001
Latest Legislation:
House Bill 94 - 124th General Assembly
(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) The name and business or residence address of each general partner;
(4) Any other matters that the general partners determine to include in the certificate.
(B) A written appointment of a statutory agent for the purpose set forth in section 1782.04 of the Revised Code shall be filed with the certificate of limited partnership.
(C) A limited partnership is an entity formed at the time of filing the certificate of limited partnership pursuant to section 1782.13 of the Revised Code or at any later time specified in the certificate if, in either case, there has been substantial compliance with the requirements of divisions (A) and (B) of this section.