reglab/statecodes huggingface dataset:
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.02 | Knowledge or Notice.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A person knows a fact if the person has actual knowledge of the fact.
(B) A person has notice of a fact if the person knows of it, has received a notification of the fact, or has reason to know the fact exists from all of the facts known to the person at the time in question.
(C) A person notifies or gives notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of that notification.
(D) A person receives a notification when the notification comes to the person's attention or is delivered at the person's place of business or at any other place the person holds out as a place for receiving communications.
(E)(1) Except as otherwise provided in division (F) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event, when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence.
(2) A person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(F) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.03 | Effect of Partnership Agreement - Nonwaivable Provisions.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Except as otherwise provided in division (B) of this section, the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(B) The partnership agreement may not do any of the following:
(1) Vary the rights and duties under section 1776.05 of the Revised Code except to eliminate the duty to provide copies of statements to all of the partners;
(2) Unreasonably restrict the right of access to books and records under division (B) of section 1776.43 of the Revised Code;
(3) Eliminate the duty of loyalty under division (B) of section 1776.44 of the Revised Code or division (B)(3) of section 1776.53 of the Revised Code, but the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable, and all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) Unreasonably reduce the duty of care under division (C) of section 1776.44 of the Revised Code or division (B)(3) of section 1776.53 of the Revised Code;
(5) Eliminate the obligation of good faith and fair dealing under division (D) of section 1776.44 of the Revised Code, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6) Vary the power to dissociate as a partner under division (A) of section 1776.52 of the Revised Code, except to require the notice under division (A) of section 1776.51 of the Revised Code to be in writing;
(7) Vary the right of a tribunal to expel a partner in the events specified in division (E) of section 1776.51 of the Revised Code;
(8) Vary the requirement to wind up the partnership business in cases specified in division (D), (E), or (F) of section 1776.61 of the Revised Code;
(9) Vary the law applicable to a limited liability partnership under division (B) of section 1776.06 of the Revised Code;
(10) Restrict rights of third parties under this chapter.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.04 | Supplemental Principles of Law - Usury.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(B) If an obligation to pay interest under this chapter does not specify a rate of interest, the rate is that specified in section 1343.03 of the Revised Code.
(C) No partnership and no person acting on behalf of a partnership shall interpose the defense or make the claim of usury in any action or proceeding upon, or with reference to, any obligation of that partnership. The notes, bonds, other evidences of indebtedness, mortgages, pledges, and deeds of trust of a partnership shall not be set aside, impaired, or adjudged invalid by reason of anything contained in any laws prohibiting or otherwise pertaining to usury or regulating interest rates.
(D) No obligation of a partner to a partnership arising under a partnership agreement or a separate agreement or writing, and no note, instruction, or other writing evidencing any such obligation of a partner, is subject to the defense of usury, and no partner shall interpose the defense of usury with respect to any such obligation in any action.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.05 | Execution, Filing, and Recording of Statements.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state provided that it is accompanied by a form the secretary of state prescribes for that purpose. Either filing has the effect provided in this chapter with respect to partnership property located in, or transactions that occur in, this state.
(B) A certified copy of a statement filed in the office of the secretary of state and recorded in the office of a county recorder in this state has the effect provided for recorded statements in this chapter with respect to real property in the county in which recorded. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not have the effect provided for recorded statements in this chapter.
(C) At least one partner or one person the partnership authorizes shall execute any statement a partnership files. A partner, a person the partnership authorizes, or other person this chapter authorizes shall execute other statements. An individual who executes a statement shall personally declare, under penalty of perjury, that the contents of the statement are accurate.
(D) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(E) A person who files a statement pursuant to this chapter shall promptly send a copy of that statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(F) The secretary of state may collect a fee for filing a statement or providing a certified copy of a statement. The county recorder may collect a fee for recording a statement.
(G) When a partnership files its first statement with the secretary of state, the secretary of state shall assign a unique identifying number to that partnership. Whenever a person files a statement relating to a partnership to which the secretary of state has assigned an identifying number or files a statement with a county recorder, the statement shall include the identifying number assigned to the partnership.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.06 | Governing Law.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Except as otherwise provided in this section, the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
(B) The law of this state governs relations among the partners and between the partners and the partnership, and the liability of partners for an obligation, of a limited liability partnership.
(C) The law of this state governs relations among the partners and between the partners and the partnership of any partnership other than a limited liability partnership if the partnership agreement, by its terms, provides that the laws of this state govern the partnership agreement.
(D) The laws of a specified jurisdiction other than this state govern the relations among the partners and between the partners and the partnership of any partnership other than a limited liability partnership, if the partnership agreement, by its terms, provides that the laws of that jurisdiction govern the partnership agreement and that jurisdiction allows that election.
(E) A partnership governed by this chapter is subject to any amendment to or repeal of any or all of the sections in this chapter.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.08 | Service of Process by Delivery.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Service of legal process upon any partnership that has not filed a statement of partnership authority in this state and that is formed under the laws of this state or doing business in this state may be made by delivering a copy personally to any partner doing business in this state or by leaving it at a partner's dwelling house or usual place of abode in this state or at a place of business of the partnership in this state.
(B) Nothing in this section limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of, and not a limitation upon, the right otherwise existing of service of legal process.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.10 | Service of Process by Delivery.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A)(1) A partner or a liquidating trustee of a partnership that is formed under the laws of this state or that is doing business in this state may be served with process in the manner this section prescribes in all civil actions or proceedings brought in this state involving or relating to the business of the partnership or a violation by the partner or the liquidating trustee of a duty to the partnership or any partner of the partnership, whether or not the partner or the liquidating trustee is a partner or a liquidating trustee at the time suit is commenced.
(2) A person who is a partner or liquidating trustee on the date on which this chapter first applies to the partnership pursuant to division (C) of section 1776.95 of the Revised Code, or who thereafter becomes a partner or a liquidating trustee of a partnership, thereby consents to the appointment of each partner who has signed a statement of partnership authority under section 1776.33 of the Revised Code, and any agent named in a statement of partnership authority under section 1776.33 of the Revised Code, as that person's agent upon whom service of process may be made. Any process so served shall be of the same legal force and validity as if served upon the partner or liquidating trustee within this state.
(B) In a written partnership agreement or other writing, a partner may consent to be subject to the nonexclusive jurisdiction of the courts of, or arbitration in, a specified jurisdiction, or the exclusive jurisdiction of the courts of this state, or the exclusivity of arbitration in a specified jurisdiction or this state, and to be served with legal process in the manner prescribed in the partnership agreement or other writing.
(C) Nothing in this section limits or affects the right to serve process in any other manner now or hereafter provided by law. This section is an extension of, and not a limitation upon, the right otherwise existing of service of legal process.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.11 | Failure to Execute Statement or Agreement.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Any person who is adversely affected by the failure or refusal of a person to execute a statement as this chapter requires may petition the court of common pleas to direct the execution of that statement. If the court finds that the execution of the statement is proper and that a person has failed or refused to execute that statement as designated, the court shall order the secretary of state to file that statement.
(B) Any person who is adversely affected by the failure or refusal of another person to execute a partnership agreement or amendment when that person is designated to do so may petition the court of common pleas to direct the execution of the partnership agreement or amendment. If the court finds that the partnership agreement or amendment should be executed and that a designated person has failed or refused to do so, the court shall enter an order granting appropriate relief.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.12 | Correction of Inaccurate or Defective Statement.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Any statement filed with the secretary of state pursuant to this chapter that is an inaccurate record of the action referred to in the statement, or that was defectively or erroneously executed, may be corrected by filing a statement of correction with the secretary of state. The statement of correction shall specify the inaccuracy or defect to be corrected, set forth the inaccurate or defective portion of the statement in corrected form, and be executed and filed as this chapter requires. The statement of correction is effective as of the date the original statement was filed, except as to persons who are substantially and adversely affected by the correction, for whom the statement of correction is effective from its filing date.
(B) In lieu of filing a statement of correction as division (A) of this section describes, a statement may be corrected by executing and filing a corrected statement with the secretary of state in the same manner as an original statement, and paying a fee equal to the fee payable for an original statement. The corrected statement shall specify in its heading that it is a corrected statement, specify the inaccuracy or defect to be corrected, and set forth the entire statement in corrected form. A statement corrected in accordance with this division is effective as of the date the original statement was filed, except as to those who are substantially and adversely affected by the correction, for whom the corrected statement is effective from its filing date.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.21 | Partnership as Entity Distinct From Partners.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A partnership is an entity distinct from its partners.
(B) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 1776.81 of the Revised Code.
(C) Except as otherwise provided in the Revised Code or the partnership agreement, a partnership formed under this chapter has authority to engage in any activity in which a domestic corporation or a domestic limited liability company may lawfully engage and has the powers of a domestic corporation or domestic limited liability company.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.22 | Formation of Partnership.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Except as otherwise provided in division (B) of this section, any association of two or more persons to carry on as co-owners a business for-profit forms a partnership, whether or not the persons intend to form a partnership.
(B) An association formed under a statute not included in this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(C) In determining whether a partnership is formed, the following rules apply:
(1) Holding property in joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing the returns have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment for any of the following:
(a) A debt by installments or otherwise;
(b) Services as an independent contractor or wages or other compensation to an employee;
(c) Rent;
(d) An annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(e) Interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral;
(f) The sale of the goodwill of a business or other property by installments or otherwise.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.23 | Partnership Property.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Property acquired by a partnership is property of the partnership and not the property of the partners individually.
(B) Property is partnership property if the property is acquired in the name of either of the following:
(1) The partnership;
(2) One or more partners when the instrument transferring title to the property indicates that the transferee holds the property in the capacity as a partner, or that a partnership exists but without an indication of the name of the partnership.
(C) Property is acquired in the name of the partnership by a transfer to either of the following:
(1) The partnership in its name;
(2) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(D) Property is presumed to be partnership property if purchased with partnership assets, even if it is not acquired as described in division (B) of this section.
(E) Property acquired in the name of one or more of the partners, when there is no indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without the use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.24 | Partner Contributions - Penalties for Failure to Contribute.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) The contribution of a partner may be in cash, property, or services rendered, or a promissory note or other obligation to contribute cash or property or to perform services.
(B) A partner is obligated to the partnership to perform any promise to contribute cash, property, or services even if the partner is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated, at the option of the partnership, to contribute cash equal to the value of the contribution that has not been made. The foregoing option is in addition to, and not in lieu of, any other rights, including the right to specific performance, that the partnership may have against a partner under the partnership agreement or applicable law.
(C) A partnership agreement may provide that the partnership interest of any partner who fails to make any required contribution is subject to specified penalties for, or specified consequences of, that failure. The penalty or consequence may take the form of reducing or eliminating the defaulting partner's interest in the partnership, subordinating the partner's partnership interest to that of nondefaulting partners, a forced sale of the partner's partnership interest, forfeiture of the partner's partnership interest, the lending by other partners of the amount necessary to meet the partner's commitment, a fixing of the value of the partner's partnership interest by appraisal or by formula and the redemption or sale of the partner's partnership interest at that value, or any other penalty or consequence.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.31 | Partner Agent of Partnership.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
Both of the following govern the acts of a partner, subject to any statement of partnership authority under section 1776.33 of the Revised Code:
(A) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(B) An act of a partner that is not apparently for carrying on in the ordinary course the partnership business or business of the kind the partnership carries on binds the partnership only if the act was authorized by the other partners.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.32 | Transfer of Partnership Property.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Partnership property may be transferred as follows:
(1) Partnership property held in the name of the partnership may be transferred by an instrument of transfer a partner executes in the partnership name, subject to any statement of partnership authority under section 1776.33 of the Revised Code.
(2) Partnership property held in the name of one or more partners, when the instrument transferring the property to them indicates their capacity as partners or of the existence of a partnership but does not indicate the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(B) A partnership may recover partnership property from a transferee only if it proves that the execution of the instrument of initial transfer did not bind the partnership under section 1776.31 of the Revised Code and that either of the following is true:
(1) A subsequent transferee who gave value for property transferred under division (A)(1) or (2) of this section knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership;
(2) A transferee who gave value for property transferred under division (A)(3) of this section, knew or had received a notification that the property was partnership property and the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(C) A partnership may not recover partnership property from a subsequent transferee if, under division (B) of this section, the partnership would not have been entitled to recover the property from any earlier transferee of the property.
(D) If a person holds all interests of all partners in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.34 | Statement of Denial.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
A partner, or other person that a filed statement of partnership authority names as a partner or included in a list an agent maintains pursuant to division (B) of section 1776.33 of the Revised Code, may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority under divisions (D) and (E) of section 1776.33 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.35 | Partnership Liable for Partner's Actionable Conduct.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A partnership is liable for loss or injury caused to a person or for a penalty incurred as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(B) A partnership is liable for the loss if, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and a partner misapplies the money or property.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.36 | Partner's Liability.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Except as otherwise provided in divisions (B) and (C) of this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(B) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(C) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a partner. This division applies notwithstanding anything inconsistent in the partnership agreement that existed before any vote required to become a limited liability partnership under division (B) of section 1776.81 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.37 | Actions by and Against Partnership and Partners.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A partnership may sue and be sued in the name of the partnership.
(B) An action may be brought against the partnership and, to the extent not inconsistent with section 1776.36 of the Revised Code, any or all of the partners in the same action or in separate actions.
(C) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(D) A judgment creditor of a partner may not levy execution against the assets of a partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 1776.36 of the Revised Code and any of the following apply:
(1) A judgment based on the same claim was obtained against the partnership and a writ of execution on the judgment was returned unsatisfied in whole or in part;
(2) The partnership is a debtor in bankruptcy;
(3) The partner agreed that the creditor need not exhaust partnership assets;
(4) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers;
(5) Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(E) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 1776.38 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.38 | Liability of Purported Partner.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to any person to whom the representation is made if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(B) If a person is represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(C) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(D) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
(E) Except as otherwise provided in divisions (A) and (B) of this section, persons who are not partners as to each other are not liable as partners as to other persons.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.41 | Partner's Rights and Duties.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) Each partner is deemed to have an account to which both of the following apply:
(1) The account is credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits;
(2) The account is charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partnership distributes to the partner and the partner's share of the partnership losses.
(B) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(C) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities the partner incurs in the ordinary course of the business of the partnership or for the preservation of its business or property.
(D) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(E) A payment or advance made by a partner that gives rise to a partnership obligation under division (C) or (D) of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance.
(F) Each partner has equal rights in the management and conduct of the partnership business.
(G) A partner may use or possess partnership property only on behalf of the partnership.
(H) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(I) A person may become a partner only with the consent of all of the partners.
(J) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(K) This section does not affect the obligations of a partnership to other persons under section 1776.31 of the Revised Code.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.43 | Partner's Rights and Duties Respecting Information.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A partnership shall keep its books and records, if any, at its chief executive office.
(B) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(C) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability, both of the following:
(1) Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter;
(2) On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.44 | General Standards of Partner's Conduct.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in divisions (B) and (C) of this section.
(B) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) To account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2) To refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership;
(3) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(C) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(D) A partner shall discharge duties to the partnership and the other partners pursuant to this chapter or under the partnership agreement and shall exercise any rights consistent with the obligation of good faith and fair dealing.
(E) A partner does not violate a duty or obligation under this chapter, or under the partnership agreement, merely because the partner's conduct furthers the partner's own interest.
(F) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(G) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.45 | Actions by Partnership and Partners.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to the partnership, causing harm to the partnership.
(B) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to enforce any of the following:
(1) The partner's rights under the partnership agreement;
(2) The partner's rights under this chapter, including any of the following:
(a) The partner's rights under sections 1776.41, 1776.43, or 1776.44 of the Revised Code;
(b) The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 1776.54 of the Revised Code, or any other right under sections 1776.51 to 1776.53 or sections 1776.54 to 1776.58 of the Revised Code;
(c) The partner's right to compel a dissolution and winding up of the partnership business or enforce any other right under sections 1776.61 to 1776.67 of the Revised Code.
(3) The rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(C) This section does not govern the accrual of, and any time limitation on, a right of action for a remedy under this section. A right to an accounting upon dissolution and winding up does not revive a claim barred by law.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.46 | Continuation of Partnership Beyond Definite Term or Particular Undertaking.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(B) If the partners, or those who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, the partners are presumed to have agreed that the partnership will continue.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.47 | Partner Not Co-Owner of Partnership Property.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.48 | Partner's Transferable Interest in Property.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
A partner's economic interest is the only transferable interest of a partner in the partnership. The economic interest is personal property.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.49 | Transfer of Partner's Transferable Interest.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A transfer, in whole or in part, of a partner's economic interest in the partnership is permissible and does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business. A transfer does not entitle the transferee, as against the other partners or the partnership, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(B) A transferee of a partner's economic interest in the partnership has a right:
(1) To receive, in accordance with the transfer, distributions to which the transferor otherwise would be entitled;
(2) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor;
(3) To seek under division (F) of section 1776.61 of the Revised Code, a determination by a tribunal that it is equitable to wind up the partnership business.
(C) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account to which all of the partners agreed.
(D) Upon transfer, the transferor retains the rights and duties of a partner other than the interest in distributions transferred.
(E) A partnership need not give effect to a transferee's rights under this section until it has notice and reasonable proof of the transfer.
(F) A transfer of a partner's economic interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
(G) Sections 1309.406 and 1309.408 of the Revised Code do not apply to any partnership interest in a partnership formed under this chapter.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.50 | Partner's Transferable Interest Subject to Charging Order.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the economic interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(B) A charging order constitutes a lien on the judgment debtor's economic interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(C) At any time before foreclosure, an interest charged may be redeemed by any of the following:
(1) The judgment debtor;
(2) One or more of the other partners by using property other than partnership property;
(3) One or more of the other partners, with the consent of all of the partners whose interests are not so charged, by using partnership property.
(D) Nothing in this chapter deprives a partner of any right under exemption laws with respect to the partner's interest in the partnership.
(E) This section provides the exclusive remedy by which a judgment creditor of a partner, or partner's transferee, may satisfy a judgment out of the judgment debtor's economic interest in the partnership.
2023 Ohio Revised Code › Title 17 | Corporations-Partnerships › Chapter 1776 | Ohio Uniform Partnership Act › Section 1776.52 | Partner's Power to Dissociate - Wrongful Dissociation.

Effective:
August 6, 2008
Latest Legislation:
House Bill 332 - 127th General Assembly
(A) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to division (A) of section 1776.51 of the Revised Code.
(B) A partner's dissociation is wrongful only if either of the following applies to that dissociation:
(1) It is in breach of an express provision of the partnership agreement.
(2) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking, if any of the following applies:
(a) The partner withdraws by express will, unless the withdrawal follows within ninety days after another 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 this section;
(b) The partner is expelled by a determination by a tribunal under division (E) of section 1776.51 of the Revised Code.
(c) The partner is dissociated by becoming a debtor in bankruptcy.
(d) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(C) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.