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Ohio Revised Code - Title XVII Corporations - Partnerships - Chapter 1776: Ohio Uniform Partnership Act

Legal Research Home > Ohio Laws > Corporations - Partnerships > Ohio Revised Code - Title XVII Corporations - Partnerships - Chapter 1776: Ohio Uniform Partnership Act

• 1776.01 Definitions.
  (A) "Business" includes every trade, occupation, and profession. (B) "Debtor in bankruptcy" means a person who is the subject of an order for relief under...
• 1776.02 Knowledge or notice.
  (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...
• 1776.03 Effect of partnership agreement - nonwaivable provisions.
  (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...
• 1776.04 Supplemental principles of law - usury.
  (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...
• 1776.05 Execution, filing, and recording of statements.
  (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...
• 1776.06 Governing law.
  (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...
• 1776.07 Agent for service of process.
  (A) Any partnership that maintains an effective statement of partnership authority under section 1776.33 of the Revised Code shall maintain continuously in this state an...
• 1776.08 Service of process by delivery.
  (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...
• 1776.10 Service of process by delivery.
  (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...
• 1776.11 Failure to execute statement or agreement.
  (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...
• 1776.12 Correction of inaccurate or defective statement.
  (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...
• 1776.21 Partnership as entity distinct from partners.
  (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...
• 1776.22 Formation of partnership.
  (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...
• 1776.23 Partnership property.
  (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...
• 1776.24 Partner contributions - penalties for failure to contribute.
  (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...
• 1776.31 Partner agent of partnership.
  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)...
• 1776.32 Transfer of partnership property.
  (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...
• 1776.33 Statement of partnership authority.
  (A)(1) A partnership may file a statement of partnership authority. Any statement filed pursuant to this section shall include all of the following: (a) The...
• 1776.34 Statement of denial.
  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...
• 1776.35 Partnership liable for partner's actionable conduct.
  (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...
• 1776.36 Partner's liability.
  (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...
• 1776.37 Actions by and against partnership and partners.
  (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...
• 1776.38 Liability of purported partner.
  (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...
• 1776.41 Partner's rights and duties.
  (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...
• 1776.42 Distributions in kind.
  A partner has no right to receive, and is not required to accept, a distribution in kind. Effective Date: 2008 HB332 08-06-2008
• 1776.43 Partner's rights and duties respecting information.
  (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...
• 1776.44 General standards of partner's conduct.
  (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...
• 1776.45 Actions by partnership and partners.
  (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...
• 1776.46 Continuation of partnership beyond definite term or particular undertaking.
  (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...
• 1776.47 Partner not co-owner of partnership property.
  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. Effective...
• 1776.48 Partner's transferable interest in property.
  A partner's economic interest is the only transferable interest of a partner in the partnership. The economic interest is personal property. Effective Date: 2008 HB332
• 1776.49 Transfer of partner's transferable interest.
  (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...
• 1776.50 Partner's transferable interest subject to charging order.
  (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...
• 1776.51 Events causing partner's dissociation.
  A partner is dissociated from a partnership upon the occurrence of any of the following events: (A) The partnership has notice of the partner's express...
• 1776.52 Partner's power to dissociate - wrongful dissociation.
  (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...
• 1776.53 Effect of partner's dissociation.
  (A) If a partner's dissociation results in a dissolution and winding up of the partnership business, sections 1776.61 to 1776.67 of the Revised Code apply....
• 1776.54 Purchase of dissociated partner's interest.
  (A) When a partner is dissociated from a partnership and that dissociation does not result in a dissolution and winding up of the partnership business...
• 1776.55 Dissociated partner's power to bind and liability to partnership.
  (A) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving...
• 1776.56 Dissociated partner's liability to other persons.
  (A) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable...
• 1776.57 Statement of dissociation.
  (A) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated...
• 1776.58 Continued use of partnership name.
  Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the...
• 1776.61 Events causing dissolution and winding up of partnership business.
  A partnership is dissolved, and the partnership's business shall be wound up, only upon the occurrence of any of the following events: (A) In a...
• 1776.62 Partnership continues after dissolution.
  (A) Subject to division (B) of this section, a partnership may continue after dissolution only for the purpose of winding up its business. The partnership...
• 1776.63 Right to wind up partnership business.
  (A) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on the application of any partner,...
• 1776.64 Partner's power to bind partnership after dissolution.
  Subject to section 1776.65 of the Revised Code, a partnership is bound by a partner's act after dissolution under either of the following conditions: (A)...
• 1776.65 Statement of dissolution.
  (A) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the...
• 1776.66 Partner's liability to other partners after dissolution.
  (A) Except as otherwise provided in division (B) of this section and in section 1776.36 of the Revised Code, after dissolution a partner is liable...
• 1776.67 Settlement of accounts and contributions among partners.
  (A) In winding up a partnership's business, any assets of the partnership, including the contributions this section requires the partners to make, shall be applied...
• 1776.68 Merger or consolidation of partnerships into domestic partnership.
  (A)(1) Pursuant to a written agreement of merger between the constituent entities as this section provides, a domestic partnership and one or more additional domestic...
• 1776.69 Merger or consolidation of partnerships into another entity.
  (A) Pursuant to a written agreement of merger or consolidation between the constituent entities as this section provides, a domestic partnership and one or more...
• 1776.70 Certificate of merger or consolidation.
  (A) Upon the adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1776.68 or 1776.69 of the Revised Code,...
• 1776.71 Effect of merger or consolidation.
  (A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the surviving...
• 1776.72 Conversion of another entity into domestic partnership.
  (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic or foreign entity...
• 1776.73 Conversion of domestic partnership into another entity.
  (A) Except as otherwise provided in division (B)(2) of this section, a domestic partnership may be converted into a domestic or foreign entity other than...
• 1776.74 Certificate of conversion - effective date.
  (A) Upon the adoption of a declaration of conversion pursuant to section 1776.72 or 1776.73 of the Revised Code, or at a later time as...
• 1776.75 Effect of conversion - action to set aside.
  (A) Upon a conversion becoming effective, all of the following apply: (1) The converting entity is continued in the converted entity. (2) The converted entity...
• 1776.76 Relief for dissenting partner.
  (A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic partnership, all of the following are entitled to relief as dissenting...
• 1776.77 Dissenting partner's demand for fair cash value of interests.
  (A) A partner of a domestic partnership is entitled to relief as a dissenting partner with respect to the proposals described in section 1776.76 of...
• 1776.78 Dissenting partner's complaint.
  (A)(1) When authorized by division (F) of section 1776.77 of the Revised Code, a dissenting partner or a partnership may file a complaint under this...
• 1776.79 Judgment creditors.
  When a domestic partnership is a constituent entity to a merger or consolidation that has become effective, and that domestic partnership is not the surviving...
• 1776.81 Conversion to limited liability partnership.
  (A) A partnership may become a limited liability partnership pursuant to this section. (B) Any terms and conditions by which a partnership becomes a limited...
• 1776.82 Name of limited liability partnership.
  The name of a limited liability partnership shall contain "registered limited liability partnership," "registered partnership having limited liability," "limited liability partnership," "R.L.L.P.," "P.L.L.," "L.L.P.," "RLLP,"...
• 1776.83 Filing of biennial report.
  (A) A limited liability partnership and a foreign limited liability partnership authorized to transact business in this state shall file a biennial report in the...
• 1776.84 Distribution to partner where partnership insolvent.
  (A) A limited liability partnership shall not make a distribution to a partner to the extent that at the time of the distribution and after...
• 1776.85 Foreign limited liability partnership - governing law.
  (A) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and...
• 1776.86 Statement of foreign qualification.
  (A) A foreign limited liability partnership shall file a statement of foreign qualification with the secretary of state prior to transacting any business in this...
• 1776.87 Action by foreign limited liability partnership.
  (A) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in...
• 1776.88 What constitutes transacting business.
  (A) Activities of a foreign limited liability partnership that do not constitute transacting business for the purpose of section 1776.86 of the Revised Code include...
• 1776.89 Action to restrain foreign limited liability partnership.
  The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state that is in violation of...
• 1776.91 Construction of chapter.
  This chapter shall be applied and construed to effectuate the general purpose to make uniform the law with respect to the subject of this chapter...
• 1776.92 Short title.
  This chapter may be cited as the "Ohio Uniform Partnership Act (1997)." Effective Date: 2008 HB332 08-06-2008
• 1776.95 Application of chapter to partnerships.
  (A) Prior to the first day of January, 2010, this chapter governs the following partnerships: (1) A partnership formed on or after the first day...
• 1776.96 Application of chapter to proceedings.
  This chapter does not affect any action or proceeding that commences, or any right that accrues, before the date the partnership is governed by this...

Last modified: March 31, 2010