Ohio Revised Code Chapter 1782 - Limited Partnerships

• Section 1782.01 - Limited Partnership Definitions.
  Unless the context requires a different meaning, as used in this chapter: (A) "Certificate of limited partnership" means the certificate referred to in section...
• Section 1782.02 - Name.
  (A) The name of any limited partnership, as set forth in its certificate of limited partnership, shall include "Limited Partnership," "L.P.," "Limited," or "Ltd."...
• Section 1782.04 - Statutory Agent.
  (A) Each limited partnership shall maintain continuously in this state an agent for service of process on the limited partnership. The agent shall be...
• Section 1782.05 - Records To Be Kept At Principal Office - Copies Provided To Agent Where Office Outside Ohio.
  (A) Each limited partnership shall keep at its principal office, which need not be in this state, all of the following: (1) A current...
• Section 1782.06 - Scope Of Business.
  A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking and insurance. Effective Date: 04-01-1985
• Section 1782.07 - Partner's Transactions With Partnership.
  Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, except as...
• Section 1782.08 - Certificate Of Limited Partnership Required - Filing, Contents.
  (A) To form a limited partnership, a certificate of limited partnership shall be executed and filed with the secretary of state, as provided in...
• Section 1782.09 - Certificate Of Amendment - Restatement Of Certificate.
  (A) A certificate of limited partnership shall be amended by filing a certificate of amendment with the secretary of state. The certificate of amendment...
• Section 1782.10 - Certificate Of Cancellation - Amendment.
  (A) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of the winding up of the partnership or at...
• Section 1782.11 - Execution Of Certificate.
  (A) A certificate required by this chapter to be filed with the secretary of state shall be executed in the following manner: (1) An...
• Section 1782.12 - Petition For Execution Of Certificate.
  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...
• Section 1782.13 - Filing Of Documents With Secretary Of State.
  (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,...
• Section 1782.14 - Liability For False Statement In Certificate.
  If any certificate of limited partnership, amendment, or cancellation contains a false statement of a material fact, one who suffers loss by reasonable reliance...
• Section 1782.15 - Filing Is Notice Of Certain Fact.
  The fact that a certificate of limited partnership is on file in the office of a county recorder or with the secretary of state...
• Section 1782.16 - Copy Of Certificates To Be Delivered Or Mailed To Limited Partners.
  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...
• Section 1782.17 - Person Becomes Limited Partner, When - Additional Limited Partners.
  (A) A person becomes a limited partner at the time the limited partnership is formed or at any later time specified in the records...
• Section 1782.18 - Voting Rights.
  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...
• Section 1782.19 - Rights, Powers, And Liabilities Of Limited Partners.
  (A) Except as provided in division (D) of this section, a limited partner shall not become liable for the obligations of a limited partnership...
• Section 1782.20 - Erroneous Belief That One Is A Limited Partner.
  (A) Except as provided in division (C) of this section, when no certificate of limited partnership has been filed, a person who contributes to...
• Section 1782.21 - Right To Information.
  (A) (1) Each limited partner has the right, subject to such reasonable standards as may be set forth in the partnership agreement or otherwise...
• Section 1782.22 - Additional General Partners.
  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...
• Section 1782.23 - Person Ceases To Be A General Partner - When.
  Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a...
• Section 1782.24 - General Partner - Rights And Powers.
  (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...
• Section 1782.241 - Care Owed By General Partner.
  (A) A general partner shall perform the duties of a general partner in good faith, in a manner the general partner reasonably believes to...
• Section 1782.242 - Effect Of Self-dealing.
  No contract, action, or transaction shall be void or voidable with respect to a limited partnership for the reason that the contract, action, or...
• Section 1782.25 - Person May Be Both General And Limited Partner.
  A general partner of a limited partnership may make contributions to, and share in the profits and losses of and in distributions from, the...
• Section 1782.26 - Voting Rights Of General Partners.
  The partnership agreement may grant to all or certain identified general partners the right to vote, on a per capita or any other basis,...
• Section 1782.27 - Contributions Of Partner.
  The contributions of a partner may be in cash, other property, services rendered, or a promissory note or other obligation to contribute cash or...
• Section 1782.28 - Promise Of Limited Partner To Contribute To Partnership Not Enforceable Unless Written And Signed.
  (A) A promise by a limited partner to contribute to the limited partnership is not enforceable unless it is set out in a writing...
• Section 1782.29 - Allocation Of Profits And Losses.
  The profits, losses, income, gains, deductions, credits, or similar items of a limited partnership shall be allocated among the partners and classes of partners...
• Section 1782.30 - Allocation Of Distributions.
  Distributions of cash or other assets of a limited partnership shall be allocated among the partners and classes of partners in the manner provided...
• Section 1782.31 - Partner Entitled To Receive Distributions.
  Except as otherwise provided in this chapter, a partner is entitled to receive distributions from a limited partnership before his withdrawal from the limited...
• Section 1782.32 - Withdrawal Of General Partner.
  A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners. If the withdrawal violates...
• Section 1782.33 - Withdrawal Of Limited Partner.
  (A) Except as provided in division (B) of this section, a limited partner may withdraw from a limited partnership at the time, or upon...
• Section 1782.34 - Rights Of Withdrawing Partner.
  Except as provided in this chapter, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which he is entitled under the...
• Section 1782.35 - Distributions.
  Except as provided in writing in the partnership agreement, a partner, regardless of the nature of his contribution, shall have no right to demand...
• Section 1782.36 - Remedies.
  Except to the extent otherwise provided in the partnership agreement, when a partner becomes entitled to receive a distribution, he has the status of,...
• Section 1782.37 - Restricting Distributions.
  (A) A limited partnership shall not make a distribution to a partner to the extent that at the time of the distribution, after giving...
• Section 1782.38 - [Repealed].
  Effective Date: 07-01-1994
• Section 1782.39 - Partnership Interest Is Personal Property.
  A partnership interest is personal property. Effective Date: 12-23-1986
• Section 1782.40 - Partnership Interest - Assignable In Whole Or In Part.
  Except as otherwise provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest...
• Section 1782.41 - Judgment Creditor Of Partner.
  (A) On application to a court of common pleas by any judgment creditor of a partner, the court may charge the partnership interest of...
• Section 1782.42 - Assignee May Become Limited Partner.
  (A) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if, and to the extent...
• Section 1782.43 - Rights Of Legal Representative Of Partner.
  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...
• Section 1782.431 - Merger Or Consolidation - Domestic Limited Partnership.
  (A) Pursuant to an agreement of merger between the constituent entities as provided in this section, a domestic limited partnership and one or more...
• Section 1782.432 - Merger Or Consolidation - Entity Other Than Domestic Limited Partnership.
  (A) Pursuant to an agreement of merger or consolidation between the constituent entities as provided in this section, a domestic limited partnership and one...
• Section 1782.433 - Certificate Of Merger Or Consolidation.
  (A) Upon the adoption by each constituent entity of an agreement of merger or consolidation pursuant to section 1782.431 or 1782.432 of the Revised...
• Section 1782.434 - Surviving Or New Entity.
  (A) When a merger or consolidation becomes effective, all of the following apply: (1) The separate existence of each constituent entity other than the...
• Section 1782.435 - Dissenting Partners.
  (A) Unless otherwise provided in writing in the partnership agreement of a constituent domestic limited partnership, the following are entitled to relief as dissenting...
• Section 1782.436 - Written Demand For Payment Of Fair Cash Value Of Interests.
  (A) A partner of a domestic limited partnership is entitled to relief as a dissenting partner in respect of the proposals described in section...
• Section 1782.437 - Complaint Demanding Relief.
  (A) When authorized by division (F) of section 1782.436 of the Revised Code, a dissenting partner or limited partnership may file a complaint under...
• Section 1782.438 - Conversion Of Another Entity Into Domestic Limited 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...
• Section 1782.439 - Conversion Of Domestic Limited Partnership Into Another Entity.
  (A) Subject to division (B)(2) of this section, pursuant to a written declaration of conversion as provided in this section, a domestic limited partnership...
• Section 1782.4310 - Filing Of Certificate Of Conversion - Effective Date.
  (A) Upon the adoption of a declaration of conversion pursuant to section 1782.438 or 1782.439 of the Revised Code, or at a later time...
• Section 1782.4311 - Legal 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...
• Section 1782.44 - Dissolution And Winding-up.
  A limited partnership is dissolved and its affairs shall be wound up when any of the following occurs: (A) At the time specified in...
• Section 1782.45 - Decree Of Dissolution Of Partnership.
  On application by or for a partner, the court of common pleas may decree the dissolution of a limited partnership whenever it is not...
• Section 1782.46 - Partners Or Court May Wind Up Affairs.
  (A) Except as otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the...
• Section 1782.47 - Order Of Distribution.
  (A) Upon the winding up of a limited partnership, the assets shall be distributed in the following order: (1) To creditors, including partners, to...
• Section 1782.48 - Laws Governing Foreign Partnerships.
  Except as otherwise provided in the Ohio Constitution: (A) The laws of the state under which a foreign limited partnership is organized govern its...
• Section 1782.49 - Application For Registration Of Foreign Limited Partnership.
  Before transacting business in this state, a foreign limited partnership shall register with the secretary of state. In order to register, a foreign limited...
• Section 1782.50 - Acceptance Of Application By Secretary Of State.
  (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...
• Section 1782.51 - Name.
  A foreign limited partnership may register with the secretary of state under any name, whether or not it is the name under which it...
• Section 1782.52 - Certificate Correcting Application Information - Statement Of Correction Of Agent's Address.
  If any statement in the application for registration of a foreign limited partnership was materially false when made or if any arrangements or other...
• Section 1782.53 - Cancellation Of Registration.
  A foreign limited partnership may cancel its registration by filing with the secretary of state a certificate of cancellation, which shall be on a...
• Section 1782.54 - Failure To Register Of Foreign Limited Partnership.
  (A) A foreign limited partnership transacting business in this state may not maintain any action, suit, or proceeding in any court of this state...
• Section 1782.55 - Action To Restrain Transaction Of Business.
  The secretary of state may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of sections...
• Section 1782.56 - Derivative Action By Limited Partner.
  A limited partner or, when authorized by section 1782.57 of the Revised Code, a former limited partner may bring an action on behalf of...
• Section 1782.57 - Plaintiff In Derivative Action.
  In a derivative action brought pursuant to section 1782.56 of the Revised Code, the plaintiff shall be a person who is a partner of...
• Section 1782.58 - Complaint.
  In a derivative action brought pursuant to section 1782.56 of the Revised Code, the complaint shall set forth with particularity the effort of the...
• Section 1782.59 - Court Orders In Successful Derivative Action.
  If a derivative action brought pursuant to section 1782.56 of the Revised Code is successful, in whole or in part, or if anything is...
• Section 1782.60 - Application And Construction Of Chapter.
  (A) This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of...
• Section 1782.61 - Pre-existing Limited Partnerships.
  (A) A limited partnership formed under former Chapter 1781. of the Revised Code or another former law of this state that was in existence...
• Section 1782.62 - Pre-existing Foreign Limited Partnerships.
  A foreign limited partnership that filed a copy of its certificate of limited partnership in the office of a county recorder and was transacting...
• Section 1782.63 - Refiling Of Certificate For Limited Partnerships Existing Prior To 7-1-94.
  (A) (1) Each limited partnership existing prior to July 1, 1994, and each foreign limited partnership registered pursuant to sections 1782.49 and 1782.50 of...
• Section 1782.64 - Conversion To Limited Liability Limited Partnership.
  (A) A limited partnership may become a limited liability limited partnership by doing all of the following: (1) Obtaining approval of the terms and...
• Section 1782.65 - Persons Performing Services To Partnership Or Partners.
  (A) Absent an express agreement to the contrary, a person providing goods to or performing services for a domestic or foreign limited partnership owes...

Last modified: October 10, 2016