reglab/statecodes huggingface dataset:
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.09 | Certificate of Amendment - Restatement of Certificate.

Effective:
June 6, 2001
Latest Legislation:
House Bill 94 - 124th General Assembly
(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 partnership and, if different, the date of the first filing by the partnership with the secretary of state pursuant to section 1782.63 of the Revised Code;
(3) The amendment to the certificate of limited partnership.
(B) Within thirty days after the occurrence of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event shall be filed pursuant to division (A) of this section:
(1) A new general partner is admitted;
(2) A general partner withdraws;
(3) The business is continued pursuant to section 1782.44 of the Revised Code after an event of withdrawal of a general partner;
(4) The address of the principal place of business of the limited partnership changes;
(5) The name of the limited partnership changes.
(C) A general partner who becomes aware that any statement in the certificate of limited partnership was materially false when made or that any arrangements or other facts described have changed, thereby making the certificate materially inaccurate, promptly shall amend the certificate.
(D) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners determine.
(E) A person is not liable because an amendment to a certificate of limited partnership has not been filed to reflect the occurrence of an event referred to in division (B) of this section if the amendment is filed within the thirty-day period specified in that division.
(F) A certificate of limited partnership may be restated at any time by filing a restatement of the certificate of limited partnership with the secretary of state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.10 | Certificate of Cancellation - Amendment.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
(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 assigned to it by the secretary of state;
(2) The date of the first filing of its certificate of limited partnership and, if different, the date of the first filing by the partnership with the secretary of state pursuant to section 1782.63 of the Revised Code;
(3) The reason for filing the certificate of cancellation;
(4) The effective date of cancellation, which shall be a date certain that is not earlier than the date of filing, if it is not to be effective upon the filing of the certificate;
(5) If a person other than any shown on a certificate of limited partnership as a general partner is winding up the limited partnership's affairs, the name and the business, residence, or mailing address of each liquidating trustee;
(6) Any other information the persons filing the certificate wish to include, provided that the portion of the certificate containing the other information shall not exceed three additional pages.
(C) If a person other than any shown on a certificate of limited partnership as a general partner is winding up the affairs of the limited partnership, each liquidating trustee shall execute and file a certificate of cancellation under this section.
(D) Within thirty days after the occurrence of any of the following events, an amendment to a certificate of cancellation reflecting the occurrence of the event shall be filed with the secretary of state on a form prescribed by the secretary of state:
(1) A new liquidating trustee is named;
(2) A liquidating trustee ceases to serve as such;
(3) The address of a liquidating trustee changes.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.11 | Execution of Certificate.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
(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 cancellation shall be signed by all general partners or, if the general partners are not winding up the affairs of the limited partnership, by all liquidating trustees, provided that if the limited partners are winding up the affairs of the limited partnership, a certificate of cancellation need be signed only by a majority in number of the limited partners.
(4) An amendment to a certificate of cancellation under division (D) of section 1782.10 of the Revised Code shall be signed by all liquidating trustees who will serve after the filing of the amendment and by all liquidating trustees who are named in the amendment as ceasing to serve as liquidating trustees.
(5) A certificate of disclaimer of general partner status under section 1782.20 of the Revised Code shall be signed by the limited partner who claims to have been inaccurately referred to as a general partner.
(6) A certificate of cancellation of disclaimer of general partner status under section 1782.20 of the Revised Code shall be signed by the person identified, pursuant to division (B)(3)(c) of that section, on the certificate of disclaimer of general partner status that is to be canceled.
(B) Any person may sign a certificate by an attorney-in-fact. A power of attorney to sign a certificate relating to the admission of a general partner shall specifically describe the admission.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.12 | Petition for Execution of Certificate.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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 certificate, it shall order the secretary of state to record an appropriate certificate.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.13 | Filing of Documents With Secretary of State.

Effective:
July 29, 1998
Latest Legislation:
House Bill 579 - 122nd General Assembly
(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 certificate as described in division (A)(1) of this section as an agent or fiduciary is not required to exhibit evidence of the person's authority as a prerequisite to filing that certificate.
(3) Upon receipt of all filing fees required by law, the secretary of state shall accept a certificate or other document executed as described in division (A)(1) of this section for filing and shall make a copy of the certificate or other document by microfilm or by any other authorized photostatic or digitized process. Evidence of the filing shall be returned to the person filing the certificate or document.
(B) Upon the filing of a certificate of amendment or judicial decree of amendment with the secretary of state, the certificate of limited partnership shall be amended as set forth in the certificate or decree of amendment. Upon the effective date of a certificate of cancellation or a judicial decree of cancellation, the certificate of limited partnership shall be canceled.
(C) The duties imposed upon the secretary of state by this chapter are ministerial. The secretary of state shall not make any determination regarding the legal sufficiency of any certificate or other document presented for filing that appears on its face to be legally sufficient.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.14 | Liability for False Statement in Certificate.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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 materially false at the time the certificate was executed;
(B) Any general partner who knows or should have known that the statement had become materially false and who did not cancel or amend the certificate, or file a petition for its cancellation or amendment, within a sufficient time before the certificate was reasonably relied upon by another.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.15 | Filing Is Notice of Certain Fact.

Effective:
October 4, 1996
Latest Legislation:
House Bill 495 - 121st General Assembly
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 certificates filed in the office of a county recorder pursuant to this chapter or pursuant to the law governing limited partnerships that was in effect prior to April 4, 1985, with respect to such partnership.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.16 | Copy of Certificates to Be Delivered or Mailed to Limited Partners.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.17 | Person Becomes Limited Partner, When - Additional Limited Partners.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
(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 interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners;
(2) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 1782.42 of the Revised Code, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.18 | Voting Rights.

Effective:
April 1, 1985
Latest Legislation:
House Bill 607 - 115th General Assembly
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.22 | Additional General Partners.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.24 | General Partner - Rights and Powers.

Effective:
January 1, 2007
Latest Legislation:
House Bill 416 - 126th General Assembly
(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 liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners. Except as otherwise provided in this chapter or the partnership agreement, a general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.241 | Care Owed by General Partner.

Effective:
July 5, 2002
Latest Legislation:
House Bill 349 - 124th General Assembly
(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, opinions, reports, or statements, including financial statements and other financial data, that are prepared or presented by either of the following:
(1) One or more general partners, employees of the limited partnership, or employees of a general partner, who the general partner reasonably believes are reliable and competent in the matters prepared or presented;
(2) Legal counsel, public accountants, or other persons as to matters that the general partner reasonably believes are within the person's professional or expert competence.
(B) For purposes of division (A) of this section, the following apply:
(1) A general partner shall not be found to have violated the duties of a general partner under division (A) of this section, unless it is proved by clear and convincing evidence that the general partner has not acted 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, or with the care that an ordinarily prudent person in a like position would use under similar circumstances, in any action brought against the general partner, including actions involving or affecting the general partner's service in any other position or relationship with the limited partnership.
(2) A general partner shall not be considered to be acting in good faith if the general partner has knowledge concerning the matter in question that would cause reliance on information, opinions, reports, or statements that are prepared or presented by the persons described in divisions (A)(1) and (2) of this section to be unwarranted.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.242 | Effect of Self-Dealing.

Effective:
July 5, 2002
Latest Legislation:
House Bill 349 - 124th General Assembly
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 partners, or have a financial or personal interest, if any of the following applies:
(A) The material facts as to the partner or partners and their relationship or interest and as to the contract, action, or transaction are disclosed in writing to every partner before that partner is admitted to the partnership.
(B) The material facts as to the partner or partners and their relationship or interest and as to the contract, action, or transaction are disclosed in writing to all partners; the contract, action, or transaction is fair as to the limited partnership; and the disinterested general partners acting in good faith reasonably justified by the facts, authorize the contract, action, or transaction by a majority vote, even though the disinterested general partners constitute less than a majority of the general partners.
(C) The contract, action, or transaction is fair as to the limited partnership as of the time the contract, action, or transaction is authorized and approved by a majority in interest of the disinterested limited partners.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.25 | Person May Be Both General and Limited Partner.

Effective:
April 1, 1985
Latest Legislation:
House Bill 607 - 115th General Assembly
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 powers, and be subject to all the restrictions and liabilities of a general partner. Except as otherwise provided in the partnership agreement, a person who is both a general and a limited partner shall have the powers, and be subject to the restrictions, of a limited partner to the extent of his participation in the partnership as a limited partner.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.26 | Voting Rights of General Partners.

Effective:
April 1, 1985
Latest Legislation:
House Bill 607 - 115th General Assembly
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.27 | Contributions of Partner.

Effective:
April 1, 1985
Latest Legislation:
House Bill 607 - 115th General Assembly
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.28 | Promise of Limited Partner to Contribute to Partnership Not Enforceable Unless Written and Signed.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
(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, disability, or any other reason. If a partner fails to make a required contribution of property or services, he shall be obligated, at the option of the limited partnership, to contribute cash equal to the portion of the value, as stated in the partnership records required to be kept pursuant to section 1782.05 of the Revised Code, of the stated contribution that he has failed to make. The foregoing option shall be in addition to, and not in lieu of, any other right, including the right to specific performance, that the limited partnership may have against the partner under the partnership agreement or applicable law.
(C) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution, or to return money or other property paid or distributed in violation of this chapter may be compromised only by the consent of all the partners.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.29 | Allocation of Profits and Losses.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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 1782.05 of the Revised Code, of the contributions made by each partner to the extent they have been received by the partnership and have not been returned.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.30 | Allocation of Distributions.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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 made by each partner to the extent they have been received by the partnership and have not been returned.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.31 | Partner Entitled to Receive Distributions.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.32 | Withdrawal of General Partner.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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 otherwise distributable to him.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.33 | Withdrawal of Limited Partner.

Effective:
November 21, 1997
Latest Legislation:
House Bill 170 - 122nd General Assembly
(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 partnership, a limited partner may withdraw upon not less than six months' prior written notice to each general partner at the general partner's address on the books of the limited partnership at its office in this state.
(B) If the limited partnership was formed on or after the effective date of this amendment, or the limited partnership was formed prior to the effective date of this amendment and its certificate of limited partnership or partnership agreement specifically states that this division applies to the limited partnership, a limited partner may withdraw from the limited partnership only at the time or upon the occurrence of an event specified in writing in the partnership agreement.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.34 | Rights of Withdrawing Partner.

Effective:
April 1, 1985
Latest Legislation:
House Bill 607 - 115th General Assembly
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 distributions from the limited partnership.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.35 | Distributions.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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 percentage of the asset distributed to him exceeds or is less than a percentage of that asset that is equal to the percentage in which he shares in distributions from the limited partnership.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.36 | Remedies.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.37 | Restricting Distributions.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
(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 the assets of the limited partnership. The fair value of the property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited partnership only to the extent that the fair value of that property exceeds that liability.
(B) A limited partner who receives a distribution in violation of division (A) of this section and who knew at the time of the distribution that the distribution violated division (A) of this section shall be liable to the limited partnership for the amount of the distribution. A limited partner who receives a distribution in violation of division (A) of this section and who did not know at the time of the distribution that the distribution violated division (A) of this section shall not be liable under this section for the amount of the distribution.
(C) No action shall be brought upon any cause of action arising under division (B) of this section at any time after three years from the date of the distribution.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.40 | Partnership Interest - Assignable in Whole or in Part.

Effective:
October 4, 1996
Latest Legislation:
House Bill 495 - 121st General Assembly
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 profits, losses, income, gains, deductions, credits, or similar items to which the assignee's assignor would have been entitled. Except as otherwise provided in the partnership agreement, an assignor ceases to be a partner upon assignment of all of the assignor's partnership interest. Unless otherwise provided in a partnership agreement and except to the extent assumed by agreement, until an assignee of a partnership interest becomes a partner, the assignee shall have no liability as a partner solely as a result of the assignment.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.41 | Judgment Creditor of Partner.

Effective:
April 1, 1985
Latest Legislation:
House Bill 607 - 115th General Assembly
(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 statutory exemption.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.42 | Assignee May Become Limited Partner.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
(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 powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of his assignor to make and return contributions as provided in sections 1782.31 to 1782.37 of the Revised Code. The assignee is not obligated for liabilities that could not be ascertained from a written partnership agreement and that were unknown to the assignee at the time he became a limited partner.
(C) Regardless of whether an assignee of a partnership interest becomes a limited partner, the assignor is not released from his liability to the limited partnership under sections 1782.14 and 1782.28 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.43 | Rights of Legal Representative of Partner.

Effective:
October 8, 1992
Latest Legislation:
House Bill 427 - 119th General Assembly
If a partner who is an individual dies or is adjudged by a court to be an incompetent, as defined in section 2111.01 of the Revised Code, the partner's executor, administrator, guardian, or other legal representative may exercise all the rights of the partner for the purpose of settling his estate or administering his property, including any power the partner had to give an assignee the right to become a limited partner.
If a partner is a partnership, trustee, fiduciary other than a trustee, 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.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.435 | Dissenting Partners.

Effective:
October 12, 2006
Latest Legislation:
House Bill 301 - 126th General Assembly
(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 Revised Code;
(2) In the case of a merger into a domestic limited partnership, partners of the surviving domestic limited partnership who under section 1782.431 of the Revised Code are entitled to vote or act on the adoption of an agreement or merger, but only as to the interests so entitling them to vote or act;
(3) Partners of a domestic limited partnership that is being converted into a converted entity pursuant to section 1782.439 of the Revised Code.
(B) Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership shall be liable to the partners of the constituent partnership for any amount payable to them pursuant to section 1782.436 of the Revised Code as if the amount payable were an existing liability of the constituent partnership at the time of the merger or consolidation.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.44 | Dissolution and Winding-Up.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
A limited partnership is dissolved and its affairs shall be wound up when any of the following occurs:
(A) At the time specified in the certificate of limited partnership;
(B) Upon the happening of one or more events specified in writing in the partnership agreement as a basis for the dissolution of the limited partnership;
(C) Upon the written consent of all partners;
(D) Upon an event of withdrawal of a general partner, unless at the time there is at least one other general partner, the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner, and that partner does so. However, the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of the withdrawal, of one or more new or additional general partners.
(E) Upon entry of a decree of judicial dissolution under section 1782.45 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.45 | Decree of Dissolution of Partnership.

Effective:
April 1, 1985
Latest Legislation:
House Bill 607 - 115th General Assembly
On application by or for a partner, the court of common pleas may decree the dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business of the limited partnership in conformity with the partnership agreement.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.46 | Partners or Court May Wind Up Affairs.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
(A) Except as otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a liquidating trustee approved by the limited partners as provided in the partnership agreement, may wind up the affairs of the limited partnership. Upon application of any partner or his legal representative or assignee , the court of common pleas may wind up the affairs of the limited partnership or may cause its affairs to be wound up by a liquidating trustee appointed by the court.
(B) Upon the dissolution of a limited partnership, the persons winding up the affairs of the limited partnership, in the name of and for and on behalf of the limited partnership, may do any or all of the following without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee:
(1) Prosecute and defend any civil, criminal, or administrative suit;
(2) Gradually settle and close the business of the limited partnership;
(3) Dispose of and convey the property of the limited partnership;
(4) Discharge or make reasonable provisions for the liabilities of the limited partnership;
(5) Distribute to the partners any remaining assets of the limited partnership.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.47 | Order of Distribution.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
(A) Upon the winding up of a limited partnership, the assets shall be distributed in the following order:
(1) To creditors, including partners, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners pursuant to section 1782.31 or 1782.34 of the Revised Code;
(2) Except as otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions pursuant to section 1782.31 or 1782.34 of the Revised Code;
(3) Except as otherwise provided in the partnership agreement, to partners first for the return of their contributions and second with respect to their partnership interests, in the proportions in which the partners share in distributions.
(B) A limited partnership that has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, that are known to the limited partnership and all claims and obligations that are known to the limited partnership but for which the identity of the claimant or obligee is unknown. If there are sufficient assets, the claims and obligations shall be paid in full, and any reasonable provision for payment shall be made in full. If there are insufficient assets, the claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in this chapter. No liquidating trustee winding up the affairs of a limited partnership who has complied with this section shall be personally liable to the claimants of the dissolved limited partnership by reason of his actions in winding up the limited partnership. A person named in a certificate of cancellation as a liquidating trustee shall not be subject to liability as a general partner by reason of being so named.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.48 | Laws Governing Foreign Partnerships.

Effective:
July 29, 1998
Latest Legislation:
House Bill 579 - 122nd General Assembly
Except as otherwise provided in the Ohio Constitution:
(A) The laws of the state under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners;
(B) Except as provided in section 1782.51 of the Revised Code, a foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.49 | Application for Registration of Foreign Limited Partnership.

Effective:
May 20, 2014
Latest Legislation:
Senate Bill 98 - 130th General Assembly
Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited partnership shall submit to the secretary of state an application for registration as a foreign limited partnership. The application shall be on a form prescribed by the secretary of state, shall be signed by a general partner, and shall set forth all of the following:
(A) The name of the foreign limited partnership;
(B) The state and date of its formation;
(C) The name and address of the agent for service of process on the foreign limited partnership, whom the foreign limited partnership shall appoint. The agent 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.
(D) A statement that the secretary of state is appointed the agent of the foreign limited partnership for service of process if an agent has not been appointed under division (C) of this section, or, if an agent is appointed, the agent's authority has been revoked or the agent is not found or served after the exercise of reasonable diligence;
(E) The address of the office required to be maintained in the state of its organization by the laws of that state or, if not so required, of the principal office of the foreign limited partnership;
(F) The names and business or residence addresses of the general partners;
(G) The address of the office at which is kept a list of the names and business or residence addresses of the limited partners and their capital contributions, together with an undertaking by the foreign limited partnership to keep those records until the registration of the foreign limited partnership in this state is canceled or withdrawn.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.50 | Acceptance of Application by Secretary of State.

Effective:
July 29, 1998
Latest Legislation:
House Bill 579 - 122nd General Assembly
(A) Upon receipt of an application for registration of a foreign limited partnership as described in section 1782.49 of the Revised Code and all filing fees required by law, the secretary of state shall accept the application for filing and shall make a copy of the application by microfilm or by any authorized photostatic or digitized process. Evidence of the filing shall be returned to the person who filed it.
(B) Upon having been filed as provided in division (A) of this section, an application for registration as a foreign limited partnership shall be deemed to be the applicant's certificate of registration as a foreign limited partnership in this state.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.51 | Name.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it is registered in its state of organization, that could be registered by a domestic limited partnership.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.52 | Certificate Correcting Application Information - Statement of Correction of Agent's Address.

Effective:
July 29, 1998
Latest Legislation:
House Bill 579 - 122nd General Assembly
If any statement in the application for registration of a foreign limited partnership was materially false when made or if any arrangements or other facts described have changed, thereby making the application inaccurate in any material respect, the foreign limited partnership shall file promptly with the secretary of state a certificate correcting the application on a form prescribed by the secretary of state and shall be signed by a general partner.
If the designated agent changes the agent's address from that appearing in the registration application or any subsequent correction of the registration application, the foreign limited liability partnership, or the designated agent on its behalf, shall file promptly with the secretary of state, on a form prescribed by the secretary of state, a statement of correction setting forth the new address.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1782 | Limited Partnerships › Section 1782.53 | Cancellation of Registration.

Effective:
July 1, 1994
Latest Legislation:
Senate Bill 74 - 120th General Assembly
A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation, which shall be on a form prescribed by the secretary of state and shall be signed by a general partner. A cancellation does not terminate the authority of the secretary of state to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transactions of business in this state.