REPRESENTATIVES Goodman, Seitz, Gilb, Schmidt, Britton

To amend section 1775.20 and to enact sections 1775.45

1

to 1745.52, 1782.241, and 1782.242 of the Revised

2

Code to modify the Uniform Partnership Law relative

3

to the accounting a partner must make to the

4

partnership and mergers and consolidations

5

involving a general partnership, and to modify the

6

Limited Partnerships Law relative to the standard

7

of care owed a partnership by the general partners

8

and self-dealing by a partner.

9

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

Section 1. That section 1775.20 be amended and sections	10
1775.45, 1775.46, 1775.47, 1775.48, 1775.49, 1775.50, 1775.51,	11
1775.52, 1782.241, and 1782.242 of the Revised Code be enacted to	12
read as follows:	13

Sec. 1775.20.  (A) Every partner must, other than a general	14
partner of a limited partnership, shall account to the partnership	15
for any benefit and hold as trustee for it any profits derived by	16
himthe partner without the consent of the other partners from any	17
transaction connected with the formation, conduct, or liquidation	18
of the partnership or from any use by himthe partner of its	19
property.	20

(B) This section applies also to the representatives of a	21
deceased partner engaged in the liquidation of the affairs of the	22
partnership as the personal representatives of the last surviving	23
partner.	24

Sec. 1775.45.  (A) Pursuant to a written agreement of merger	25
between the constituent entities as provided in this section, a	26
domestic general partnership and one or more additional domestic	27
general partnerships or other domestic or foreign entities may be	28
merged into a surviving domestic general partnership. Pursuant to	29
a written agreement of consolidation between the constituent	30
entities as provided in this section, two or more domestic or	31
foreign entities may be consolidated into a new domestic general	32
partnership formed by such consolidation. If any constituent	33
entity is formed or organized under the laws of any state other	34
than this state or under any chapter of the Revised Code other	35
than this chapter, the merger or consolidation also must be	36
permitted by the chapter of the Revised Code under which each	37
domestic constituent entity exists and by the laws under which	38
each foreign constituent entity exists.	39

(B) The written agreement of merger or consolidation of	40
constituent entities into a surviving domestic general partnership	41
shall set forth all of the following:	42

(1) The name and the form of entity of each constituent	43
entity and the state under the laws of which each constituent	44
entity exists;	45

(2) In the case of a merger, that one or more specified	46
constituent entities will be merged into a specified surviving	47
domestic partnership, and, in the case of a consolidation, that	48
the constituent entities will be consolidated into a new domestic	49
partnership;	50

(3) All statements and matters required to be set forth in	51
such an agreement of merger or consolidation by the laws under	52
which each constituent entity exists;	53

(4) In the case of a consolidation, the partnership	54
agreement of the new domestic general partnership or a provision	55
that the written partnership agreement of a specified constituent	56
general partnership, a copy of which shall be attached to the	57
agreement of consolidation, with any amendments that are set forth	58
in the agreement of consolidation, shall be the agreement of	59
general partnership of the new domestic general partnership;	60

(5) The name and address of the statutory agent upon whom	61
any process, notice, or demand against any constituent entity, the	62
surviving domestic general partnership, or the new domestic	63
general partnership may be served;	64

(6) In the case of a merger, any changes in the general	65
partners of the surviving domestic general partnership and, in the	66
case of a consolidation, the general partners of the new domestic	67
general partnership or a provision specifying the general partners	68
of one or more specified constituent partnerships that shall	69
constitute the initial general partners of the new domestic	70
general partnership;	71

(7) The terms of the merger or consolidation; the mode of	72
carrying them into effect; and the manner and basis of converting	73
the interests or shares in the constituent entities into, or	74
substituting the interests or shares in the constituent entities	75
for, interests, evidences of indebtedness, other securities,	76
cash, rights, or any other property or any combination of	77
interests, evidences of indebtedness, securities, cash, rights,	78
or any other property of the surviving domestic general	79
partnership, of the new domestic general partnership, or of any	80
other entity. No such conversion or substitution shall be	81
effected if there are reasonable grounds to believe that the	82
conversion or substitution would render the surviving or new	83
domestic general partnership unable to pay its obligations as they	84
become due in the usual course of its affairs.	85

(C) The written agreement of merger or consolidation of	86
constituent entities into a surviving domestic general partnership	87
may set forth any of the following:	88

(1) The effective date of the merger or consolidation, which	89
date may be on or after the date of the filing of the certificate	90
of merger or consolidation;	91

(2) A provision authorizing one or more of the constituent	92
entities to abandon the proposed merger or consolidation prior to	93
filing the certificate of merger or consolidation pursuant to	94
section 1775.47 of the Revised Code by action of the general	95
partners of a constituent partnership, the directors of a	96
constituent corporation, or the comparable representatives of any	97
other constituent entity;	98

(3) In the case of a merger, any amendments to the agreement	99
of general partnership of the surviving domestic general	100
partnership, or a provision that the written partnership agreement	101
of a specified constituent general partnership other than the	102
surviving domestic general partnership, with any amendments that	103
are set forth in the agreement of merger, shall be the partnership	104
agreement of the surviving domestic general partnership;	105

(4) A statement of, or a statement of the method of	106
determining, the fair value of the assets to be owned by the	107
surviving domestic general partnership;	108

(5) The parties to the agreement of merger or consolidation	109
in addition to the constituent entities;	110

(6) Any additional provision necessary or desirable with	111
respect to the proposed merger or consolidation.	112

(D) To effect the merger or consolidation, the agreement of	113
merger or consolidation shall be adopted by the general partners	114
of each constituent domestic general partnership, including the	115
surviving domestic general partnership in the case of a merger,	116
and shall be adopted by or otherwise authorized by or on behalf of	117
each other constituent entity in accordance with the laws under	118
which it exists.	119

(E) All partners, whether or not they are entitled to vote	120
or act, shall be given written notice of any meeting of general	121
partners of a constituent domestic general partnership or of any	122
proposed action by general partners of a constituent domestic	123
general partnership, which meeting or action is to adopt an	124
agreement of merger or consolidation. The notice shall be given	125
to the partners either by mail at their addresses as they appear	126
on the records of the partnership or in person and, unless the	127
partnership agreement provides a shorter or longer period, shall	128
be given not less than seven and not more than sixty days before	129
the meeting or the effective date of the action. The notice shall	130
be accompanied by a copy or a summary of the material provisions	131
of the agreement of merger or consolidation.	132

(F) The vote or action of the general partners of a	133
constituent domestic general partnership that is required to adopt	134
an agreement of merger or consolidation is the unanimous vote or	135
action of the general partners or such different number or	136
proportion as provided in writing in the partnership agreement. If	137
the agreement of merger or consolidation would have an effect or	138
authorize any action that under any applicable provision of law or	139
the partnership agreement could be effected or authorized only by	140
or pursuant to a specified vote or action of partners, or of any	141
class or group of partners, the agreement of merger or	142
consolidation also must be adopted or approved by the same vote or	143
action as would be required to effect that change or authorize	144
that action. Each person who will continue to be or who will	145
become a general partner of a partnership that is the surviving or	146
new entity in a merger or consolidation shall specifically agree	147
in writing to continue or to become, as the case may be, a general	148
partner of the partnership that is the surviving or new entity.	149

(G) At any time before the filing of the certificate of	150
merger or consolidation pursuant to section 1775.47 of the Revised	151
Code, the merger or consolidation may be abandoned by the general	152
partners of any constituent partnership, the directors of any	153
constituent corporation, or the comparable representatives of any	154
other constituent entity if the general partners, directors, or	155
other representatives are authorized to do so by the agreement of	156
merger or consolidation or by the same vote or action as was	157
required to adopt the agreement of merger or consolidation. The	158
agreement of merger or consolidation may contain a provision	159
authorizing less than all of the general partners of any	160
constituent partnership, the directors of any constituent	161
corporation, or the comparable representatives of any other	162
constituent entity to amend the agreement of merger or	163
consolidation at any time before the filing of the certificate of	164
merger or consolidation, except that, after the adoption of the	165
agreement of merger or consolidation by the general partners of	166
any constituent domestic general partnership, less than all of the	167
general partners shall not be authorized to amend the agreement of	168
merger or consolidation to do any of the following:	169

(1) Alter or change the amount or kind of interests, shares,	170
evidences of indebtedness, other securities, cash, rights, or any	171
other property to be received by general partners of the	172
constituent domestic general partnership in conversion of, or in	173
substitution for, their interests;	174

(2) Alter or change any term of the partnership agreement of	175
the surviving or new domestic general partnership, except for	176
alterations or changes that could otherwise be adopted by the	177
general partners of the surviving or new domestic general	178
partnership;	179

(3) Alter or change any other terms and conditions of the	180
agreement of merger or consolidation if any of the alterations or	181
changes, alone or in the aggregate, would materially adversely	182
affect the general partners or any class or group of general	183
partners of the constituent domestic general partnership.	184

Sec. 1775.46.  (A) Pursuant to an agreement of merger or	185
consolidation between the constituent entities as provided in this	186
section, a domestic general partnership and one or more additional	187
domestic or foreign entities may be merged into a surviving entity	188
other than a domestic general partnership, or a domestic general	189
partnership together with one or more additional domestic or	190
foreign entities may be consolidated into a new entity other than	191
a domestic general partnership to be formed by such consolidation.	192
The merger or consolidation must be permitted by the chapter of	193
the Revised Code under which each domestic constituent entity	194
exists and by the laws under which each foreign constituent entity	195
exists.	196

(B) The agreement of merger or consolidation shall set forth	197
all of the following:	198

(1) The name and the form of entity of each constituent	199
entity and the state under the laws of which each constituent	200
entity exists;	201

(2) In the case of a merger, that one or more specified	202
constituent domestic general partnerships and other specified	203
constituent entities will be merged into a specified surviving	204
foreign entity or surviving domestic entity other than a domestic	205
general partnership, or, in the case of a consolidation, that the	206
constituent entities will be consolidated into a new foreign	207
entity or a new domestic entity other than a domestic general	208
partnership;	209

(3) If the surviving or new entity is a foreign general	210
partnership, all statements and matters that would be required by	211
section 1775.45 of the Revised Code if the surviving or new entity	212
were a domestic general partnership;	213

(4) The name and the form of entity of the surviving or new	214
entity, the state under the laws of which the surviving entity	215
exists or the new entity is to exist, and the location of the	216
principal office of the surviving or new entity;	217

(5) All additional statements and matters required to be set	218
forth in such an agreement of merger or consolidation by the laws	219
under which each constituent entity exists and, in the case of a	220
consolidation, the new entity is to exist;	221

(6) The consent of the surviving or new foreign entity to be	222
sued and served with process in this state and the irrevocable	223
appointment of the secretary of state as its agent to accept	224
service of process in any proceeding in this state to enforce	225
against the surviving or new foreign entity any obligation of any	226
constituent domestic general partnership or to enforce the rights	227
of a dissenting partner of any constituent domestic general	228
partnership;	229

(7) If the surviving or new entity is a foreign corporation	230
that desires to transact business in this state as a foreign	231
corporation, a statement to that effect, together with a statement	232
regarding the appointment of a statutory agent and service of any	233
process, notice, or demand upon that statutory agent or the	234
secretary of state, as required when a foreign corporation applies	235
for a license to transact business in this state;	236

(8) If the surviving or new entity is a foreign limited	237
partnership that desires to transact business in this state as a	238
foreign limited partnership, a statement to that effect, together	239
with all of the information required under section 1782.49 of the	240
Revised Code when a foreign limited partnership registers to	241
transact business in this state;	242

(9) If the surviving or new entity is a foreign limited	243
liability company that desires to transact business in this state	244
as a foreign limited liability company, a statement to that	245
effect, together with all of the information required under	246
section 1705.54 of the Revised Code when a foreign limited	247
liability company registers to transact business in this state.	248

(C) The agreement of merger or consolidation also may set	249
forth any additional provision permitted by the laws of any state	250
under the laws of which any constituent entity exists, consistent	251
with the laws under which the surviving entity exists or the new	252
entity is to exist.	253

(D) To effect the merger or consolidation, the agreement of	254
merger or consolidation shall be adopted by the general partners	255
of each constituent domestic general partnership, in the same	256
manner and with the same notice to and vote or action of partners	257
or of a particular class or group of partners as is required by	258
section 1775.45 of the Revised Code. The agreement of merger or	259
consolidation also shall be approved or otherwise authorized by or	260
on behalf of each constituent entity in accordance with the laws	261
under which it exists. Each person who will continue to be or who	262
will become a general partner of a partnership that is the	263
surviving or new entity in a merger or consolidation shall	264
specifically agree in writing to continue or to become, as the	265
case may be, a general partner of the surviving or new entity.	266

(E) At any time before the filing of the certificate of	267
merger or consolidation pursuant to section 1775.47 of the Revised	268
Code, the merger or consolidation may be abandoned by the general	269
partners of any constituent partnership, the directors of any	270
constituent corporation, or the comparable representatives of any	271
other constituent entity if the general partners, directors, or	272
comparable representatives are authorized to do so by the	273
agreement of merger or consolidation. The agreement of merger or	274
consolidation may contain a provision authorizing less than all of	275
the general partners of any constituent partnership, the directors	276
of any constituent corporation, or the comparable representatives	277
of any other constituent entity to amend the agreement of merger	278
or consolidation at any time before the filing of the certificate	279
of merger or consolidation, except that after the adoption of the	280
agreement of merger or consolidation by the general partners of	281
any constituent domestic general partnership, less than all of the	282
general partners shall not be authorized to amend the agreement of	283
merger or consolidation to do any of the following:	284

(1) Alter or change the amount or kind of interests, shares,	285
evidences of indebtedness, other securities, cash, rights, or any	286
other property to be received by general partners of the	287
constituent domestic general partnership in conversion of or in	288
substitution for their interests;	289

(2) If the surviving or new entity is a partnership, alter	290
or change any term of the partnership agreement of the surviving	291
or new partnership, except for alterations or changes that	292
otherwise could be adopted by the general partners of the	293
surviving or new partnership;	294

(3) If the surviving or new entity is a corporation or any	295
other entity other than a partnership, alter or change any term of	296
the articles or comparable instrument of the surviving or new	297
corporation or entity, except for alterations or changes that	298
otherwise could be adopted by the directors or comparable	299
representatives of the surviving or new corporation or entity;	300

(4) Alter or change any other terms and conditions of the	301
agreement of merger or consolidation if any of the alterations or	302
changes, alone or in the aggregate, would materially adversely	303
affect the general partners or any class or group of general	304
partners of the constituent domestic general partnership.	305

Sec. 1775.47.  (A) Upon the adoption by each constituent	306
entity of an agreement of merger or consolidation pursuant to	307
section 1775.45 or 1775.46 of the Revised Code, a certificate of	308
merger or consolidation shall be filed with the secretary of state	309
that is signed by an authorized representative of each constituent	310
entity. The certificate shall be on a form prescribed by the	311
secretary of state and shall set forth only the information	312
required by this section.	313

(B)(1) The certificate of merger or consolidation shall set	314
forth all of the following:	315

(a) The name and the form of entity of each constituent	316
entity and the state under the laws of which each constituent	317
entity exists;	318

(b) A statement that each constituent entity has complied	319
with all of the laws under which it exists and that the laws	320
permit the merger or consolidation;	321

(c) The name and mailing address of the person or entity	322
that is to provide, in response to any written request made by a	323
shareholder, partner, or other equity holder of a constituent	324
entity, a copy of the agreement of merger or consolidation;	325

(d) The effective date of the merger or consolidation, which	326
date may be on or after the date of the filing of the certificate;	327

(e) The signature of the representative or representatives	328
authorized to sign the certificate on behalf of each constituent	329
entity and the office held or the capacity in which the	330
representative is acting;	331

(f) A statement that the agreement of merger or	332
consolidation is authorized on behalf of each constituent entity	333
and that the persons who signed the certificate on behalf of each	334
entity are authorized to do so;	335

(g) In the case of a merger, a statement that one or more	336
specified constituent entities will be merged into a specified	337
surviving entity or, in the case of a consolidation, a statement	338
that the constituent entities will be consolidated into a new	339
entity;	340

(h) In the case of a merger, if the surviving entity is a	341
foreign entity not licensed to transact business in this state,	342
the name and address of the statutory agent upon whom any process,	343
notice, or demand may be served;	344

(i) In the case of a consolidation, the name and address of	345
the statutory agent upon whom any process, notice, or demand	346
against any constituent entity or the new entity may be served.	347

(2) In the case of a consolidation into a new domestic	348
corporation, limited liability company, or limited partnership,	349
the articles of incorporation, the articles of organization, or	350
the certificate of limited partnership of the new domestic entity	351
shall be filed with the certificate of merger or consolidation.	352

(3) In the case of a merger into a domestic corporation,	353
limited liability company, or limited partnership, any amendments	354
to the articles of incorporation, articles of organization, or	355
certificate of limited partnership of the surviving domestic	356
entity shall be filed with the certificate of merger or	357
consolidation.	358

(4) If the surviving or new entity is a foreign entity that	359
desires to transact business in this state as a foreign	360
corporation, limited liability company, or limited partnership,	361
the certificate of merger or consolidation shall be accompanied by	362
the information required by division (B)(7), (8), or (9) of	363
section 1775.46 of the Revised Code.	364

(5) If a foreign or domestic corporation licensed to	365
transact business in this state is a constituent entity and the	366
surviving or new entity resulting from the merger or consolidation	367
is not a foreign or domestic corporation that is to be licensed to	368
transact business in this state, the certificate of merger or	369
consolidation shall be accompanied by the affidavits, receipts,	370
certificates, or other evidence required by division (H) of	371
section 1701.86 of the Revised Code, with respect to each domestic	372
constituent corporation, and by the affidavits, receipts,	373
certificates, or other evidence required by division (C) or (D) of	374
section 1703.17 of the Revised Code, with respect to each foreign	375
constituent corporation licensed to transact business in this	376
state.	377

(C) If any constituent entity in a merger or consolidation	378
is organized or formed under the laws of a state other than this	379
state or under any chapter of the Revised Code other than this	380
chapter, there also shall be filed in the proper office all	381
documents that are required to be filed in connection with the	382
merger or consolidation by the laws of that state or by that	383
chapter.	384

(D) Upon the filing of a certificate of merger or	385
consolidation and other filings as described in division (C) of	386
this section or at any later date that the certificate of merger	387
or consolidation specifies, the merger or consolidation is	388
effective.	389

(E) The secretary of state shall furnish, upon request and	390
payment of a fee of ten dollars, the secretary of state's	391
certificate setting forth: the name and form of entity of each	392
constituent entity and the states under the laws of which each	393
constituent entity existed prior to the merger or consolidation;	394
the name and the form of entity of the surviving or new entity and	395
the state under the laws of which the surviving entity exists or	396
the new entity is to exist; the date of filing of the certificate	397
of merger or consolidation with the secretary of state; and the	398
effective date of the merger or consolidation. The certificate of	399
the secretary of state, or a copy of the certificate of merger or	400
consolidation certified by the secretary of state, may be filed	401
for record in the office of the recorder of any county in this	402
state and, if filed, shall be recorded in the records of deeds for	403
that county. For that recording, the county recorder shall charge	404
and collect the same fee as in the case of deeds.	405

Sec. 1775.48.  (A) When a merger or consolidation becomes	406
effective, all of the following apply:	407

(1) The separate existence of each constituent entity other	408
than the surviving entity in a merger shall cease, except that	409
whenever a conveyance, assignment, transfer, deed, or other	410
instrument or act is necessary to vest property or rights in the	411
surviving or new entity, the general partners, officers, or other	412
authorized representatives of the respective constituent entities	413
shall execute, acknowledge, and deliver such instruments and do	414
such acts. For these purposes, the existence of the constituent	415
entities and the authority of their respective general partners,	416
officers, directors, or other representatives is continued	417
notwithstanding the merger or consolidation.	418

(2) In the case of a consolidation, the new entity exists	419
when the consolidation becomes effective and, if the new entity is	420
a domestic general partnership, the written partnership agreement	421
contained in or provided for in the agreement of consolidation	422
shall be its original partnership agreement.	423

(3) In the case of a merger in which the surviving entity	424
is a general partnership, the written partnership agreement of the	425
surviving general partnership in effect immediately prior to the	426
time the merger becomes effective shall be its partnership	427
agreement after the merger except as otherwise provided in the	428
agreement of merger.	429

(4) The surviving or new entity possesses all of the	430
following, and all of the following are vested in the surviving or	431
new entity without further act or deed:	432

(a) Except to the extent limited by the mandatory provisions	433
of applicable law, the following:	434

(i) All assets and property of every description of each	435
constituent entity, and every interest in the assets and property	436
of each constituent entity, wherever the assets, property, and	437
interests are located. Title to any real estate or any interest	438
in real estate that was vested in any constituent entity shall	439
not revert or in any way be impaired by reason of the merger or	440
consolidation.	441

(ii) The rights, privileges, immunities, powers, franchises,	442
and authority, whether of a public or private nature, of each	443
constituent entity.	444

(b) All obligations belonging to or due to each constituent	445
entity.	446

(5) The surviving or new entity is liable for all the	447
obligations of each constituent entity, including liability to	448
dissenting partners, dissenting shareholders, or other dissenting	449
equity holders. Any claim existing or any action or proceeding	450
pending by or against any constituent entity may be prosecuted to	451
judgment with right of appeal, as if the merger or consolidation	452
had not taken place, or the surviving or new entity may be	453
substituted in place of any constituent entity.	454

(6) All the rights of creditors of each constituent entity	455
are preserved unimpaired, and all liens upon the property of any	456
constituent entity are preserved unimpaired, on only the property	457
affected by such liens immediately before the effective date of	458
the merger or consolidation. If a general partner of a	459
constituent partnership is not a general partner of the entity	460
surviving or the new entity resulting from the merger or	461
consolidation, then the former general partner shall have no	462
liability for any obligation incurred after the merger or	463
consolidation except to the extent that a former creditor of the	464
constituent partnership in which the former general partner was a	465
general partner extends credit to the surviving or new entity	466
reasonably believing that the former general partner continued as	467
a general partner of the surviving or new entity.	468

(B) If a general partner of a constituent partnership is not	469
a general partner of the entity surviving or the new entity	470
resulting from the merger or consolidation, then unless that	471
general partner agrees otherwise in writing the general partner	472
shall be indemnified by the surviving or new entity against all	473
present or future liabilities of the constituent partnership of	474
which the general partner was a general partner. Any amount	475
payable pursuant to section 1775.50 of the Revised Code to a	476
partner of the constituent partnership in which that general	477
partner was a partner shall be a present liability of that	478
constituent partnership.	479

(C) In the case of a merger of a constituent domestic	480
general partnership into a foreign surviving corporation, limited	481
liability company, or general partnership that is not licensed or	482
registered to transact business in this state or in the case of a	483
consolidation of a constituent domestic limited partnership into a	484
new foreign corporation, limited liability company, or limited	485
partnership, if the surviving or new entity intends to transact	486
business in this state and the certificate of merger or	487
consolidation is accompanied by the information described in	488
division (B)(4) of section 1775.47 of the Revised Code, then on	489
the effective date of the merger or consolidation the surviving or	490
new entity shall be considered to have complied with the	491
requirements for procuring a license or for registration to	492
transact business in this state as a foreign corporation, limited	493
liability company, or limited partnership, as the case may be. In	494
such a case, a copy of the certificate of merger or consolidation	495
certified by the secretary of state constitutes the license	496
certificate prescribed for a foreign corporation or the	497
application for registration prescribed for a foreign limited	498
liability company or foreign limited partnership.	499

(D) Any action to set aside any merger or consolidation on	500
the ground that any section of the Revised Code applicable to the	501
merger or consolidation has not been complied with shall be	502
brought within ninety days after the effective date of the merger	503
or consolidation or forever be barred.	504

(E) In the case of an entity organized or existing under the	505
laws of any state other than this state, this section is subject	506
to the laws of the state under the laws of which the entity exists	507
or in which it has property.	508

Sec. 1775.49.  (A) Unless otherwise provided in writing in	509
the partnership agreement of a constituent domestic general	510
partnership, the following are entitled to relief as dissenting	511
partners as provided in section 1775.50 of the Revised Code:	512

(1) Partners of a domestic general partnership that is being	513
merged or consolidated into a surviving or new entity, domestic or	514
foreign, pursuant to section 1775.45 or 1775.46 of the Revised	515
Code;	516

(2) In the case of a merger into a domestic general	517
partnership, partners of the surviving domestic general	518
partnership who under section 1775.45 of the Revised Code are	519
entitled to vote or act on the adoption of an agreement or merger,	520
but only as to the interests so entitling them to vote or act.	521

(B) Unless otherwise expressly agreed to in writing, a	522
general partner of any constituent partnership shall be liable to	523
the partners of the constituent partnership for any amount payable	524
to them pursuant to section 1775.50 of the Revised Code as if the	525
amount so payable were an existing liability of the constituent	526
partnership at the time of the merger or consolidation.	527

Sec. 1775.50.  (A) A partner of a domestic general	528
partnership is entitled to relief as a dissenting partner in	529
respect of the proposals described in section 1775.49 of the	530
Revised Code only in compliance with this section.	531

(B) If the proposal of merger or consolidation is to be	532
submitted to the partners at a meeting, the dissenting partner	533
shall be a partner and a record holder of the partnership	534
interests as to which the dissenting partner seeks relief as of	535
the date fixed for the determination of partners entitled to	536
notice of the meeting, and such interests shall not have been	537
voted in favor of the proposal. Not later than ten days after the	538
date on which the vote on the proposal was taken at the meeting of	539
the partners, the dissenting partner shall deliver to the general	540
partnership a written demand for payment to the dissenting partner	541
of the fair cash value of the interests as to which the dissenting	542
partner seeks relief that states the dissenting partner's address,	543
the number and class of those interests, and the amount claimed by	544
the dissenting partner as the fair cash value of the interests.	545

(C) If the proposal of merger or consolidation is to be	546
submitted to the partners for their written approval or other	547
action without meeting, the dissenting partner shall be a partner	548
and a record holder of the interests of the partnership as to	549
which the dissenting partner seeks relief as of the date such	550
writing was sent to the partners entitled to act or otherwise	551
approve the proposal, and the dissenting partner shall not have	552
indicated approval of the proposal in the dissenting partner's	553
capacity as a holder of such interests. Not later than fifteen	554
days after the date on which request for approval of the proposal	555
was mailed to the partners, the dissenting partner shall deliver	556
to the partnership a written demand for payment to the dissenting	557
partner of the fair cash value of the interests as to which the	558
dissenting partner seeks relief, which demand shall state the	559
dissenting partner's address, the number and class of such	560
interests, and the amount claimed by the dissenting partner as the	561
fair cash value of those interests.	562

(D) In the case of a merger or consolidation, a demand	563
served on the constituent domestic general partnership involved	564
constitutes service on the surviving entity or the new entity,	565
whether the demand is served before, on, or after the effective	566
date of the merger or consolidation.	567

(E) If the interests as to which a dissenting partner seeks	568
relief are represented by certificates and if the domestic general	569
partnership sends to the dissenting partner, at the address	570
specified in the dissenting partner's demand, a request for	571
certificates representing the interests as to which the dissenting	572
partner seeks relief, the dissenting partner, within fifteen days	573
from the date on which the request was sent, shall deliver to the	574
general partnership the certificates requested so that the general	575
partnership may endorse on them a legend to the effect that a	576
demand for the fair cash value of such interests has been made.	577
The general partnership promptly shall return the endorsed	578
certificates to the dissenting partner. The failure of a	579
dissenting partner to deliver such certificates terminates rights	580
as a dissenting partner, at the option of the general partnership,	581
exercised by written notice sent to the dissenting partner within	582
twenty days after the lapse of the fifteen-day period, unless a	583
court for good cause shown otherwise directs. If interests	584
represented by a certificate on which such a legend has been	585
endorsed are transferred, each new certificate issued for them	586
shall bear a similar legend, together with the name of the	587
original dissenting holder of such interests. Upon receiving a	588
demand for payment from a dissenting partner who is a record	589
holder of uncertificated interests, the general partnership shall	590
make an appropriate notation of the demand for payment in its	591
records. If uncertificated interests for which payment has been	592
demanded are to be transferred, any writing sent to evidence the	593
transfer shall bear the legend required for certificated	594
securities as provided in this division. A transferee of the	595
interests receiving a certificate so endorsed, or of	596
uncertificated securities where such a notation has been made,	597
acquires only such rights in the general partnership as the	598
original partner holding such interests had immediately after the	599
service of a demand for payment of the fair cash value of the	600
interests. A request under this division by the general	601
partnership is not an admission by it that the holder of the	602
interest is entitled to relief under this section.	603

(F) Unless the partnership agreement of the constituent	604
domestic general partnership in which the dissenting partner was a	605
partner provides a reasonable basis for determining and paying the	606
fair cash value of the interests as to which the dissenting	607
partner seeks relief or unless that partnership and the dissenting	608
partner have come to an agreement on the fair cash value of the	609
interests as to which the dissenting partner seeks relief, the	610
dissenting partner or the general partnership, which in the case	611
of a merger or consolidation may be the surviving or new entity,	612
within ninety days after the service of the demand by the	613
dissenting partner, may file a complaint under section 1775.51 of	614
the Revised Code. The complaint shall be filed in the court of	615
common pleas of the county in which the principal office of the	616
general partnership that issued the interests is located or was	617
located when the proposal was adopted by the partners of the	618
general partnership. Other dissenting partners, within that	619
ninety-day period, may join as plaintiffs or may be joined as	620
defendants in any such proceeding, and any two or more such	621
proceedings may be consolidated.	622

(G) The right and obligation of a dissenting partner to	623
receive such fair cash value and to sell such interests as to	624
which the dissenting partner seeks relief and the right and	625
obligation of the domestic general partnership to purchase such	626
interests and to pay the fair cash value of them terminate if any	627
of the following applies:	628

(1) The dissenting partner has not complied with this	629
section, unless the general partnership waives such failure.	630

(2) The general partnership abandons the merger or	631
consolidation or is finally enjoined or prevented from carrying it	632
out, or the partners rescind their adoption or approval of the	633
merger or consolidation.	634

(3) The dissenting partner withdraws the dissenting	635
partner's demand, with the consent of the general partnership.	636

(4) All of the following apply:

637

(a) The partnership agreement of the constituent domestic	638
general partnership in which the dissenting partner was a partner	639
does not provide a reasonable basis for determining and paying the	640
dissenting partner the fair cash value of the dissenting partner's	641
interest.	642

(b) The general partnership and the dissenting partner have	643
not agreed upon the fair cash value of the interest.	644

(c) Neither the dissenting partner nor the general	645
partnership has filed or joined in a complaint under division (F)	646
of this section within the period provided in that division.	647

(H) Unless otherwise provided in the partnership agreement	648
of the constituent domestic general partnership in which the	649
dissenting partner was a partner, from the time the dissenting	650
partner gives the demand until either the termination of the	651
rights and obligations arising from it or the purchase of the	652
interests by the general partnership, all other rights accruing	653
from such interests, including voting or distribution rights, are	654
suspended. If, during the suspension, any distribution is paid in	655
money upon interests of such class or any dividend, distribution,	656
or interest is paid in money upon any securities issued in	657
extinguishment of, or in substitution for, such interest, an	658
amount equal to the dividend, distribution, or interest that,	659
except for the suspension, would have been payable upon such	660
interests or securities shall be paid to the holder of record as a	661
credit upon the fair cash value of the interests. If the right to	662
receive fair cash value is terminated other than by the purchase	663
of the interests by the general partnership, all rights of the	664
dissenting partner shall be restored and all distributions that,	665
except for the suspension, would have been made shall be made to	666
the holder of record of the interests at the time of termination.	667

Sec. 1775.51.  (A) When authorized by division (F) of	668
section 1775.50 of the Revised Code, a dissenting partner or	669
general partnership may file a complaint under this section	670
demanding the relief described in this section. A complaint filed	671
under this section shall contain a brief statement of the facts,	672
including the vote or action by the partners and the facts	673
entitling the dissenting partner to the relief demanded. No	674
answer to such a complaint is required. Upon the filing of such a	675
complaint, the court, on motion of the petitioner, shall enter an	676
order fixing a date for a hearing on the complaint and requiring	677
that a copy of the complaint and a notice of the filing and of the	678
date for the hearing be given to the respondent or defendant in	679
the manner in which summons is required to be served or	680
substituted service is required to be made in other cases. On the	681
date fixed for the hearing on the complaint or any adjournment of	682
it, the court shall determine from the complaint and from such	683
evidence as is submitted by either party whether the dissenting	684
partner is entitled to be paid the fair cash value of any	685
interests and, if so, the number and class of such interests. If	686
the court finds that the dissenting partner is so entitled, it may	687
appoint one or more persons as appraisers to receive evidence and	688
to recommend a decision on the amount of the fair cash value. The	689
appraisers have such power and authority as is specified in the	690
order of their appointment. The court thereupon shall make a	691
finding as to the fair cash value of the interests and shall	692
render judgment against the general partnership for the payment of	693
it, with interest at such rate and from such date as the court	694
considers equitable. The costs of the proceeding, including	695
reasonable compensation to the appraisers to be fixed by the	696
court, shall be assessed or apportioned as the court considers	697
equitable. The proceeding is a special proceeding and final	698
orders in it may be vacated, modified, or reversed on appeal	699
pursuant to the Rules of Appellate Procedure and, to the extent	700
not in conflict with those rules, Chapter 2505. of the Revised	701
Code. If, during the pendency of any proceeding under this	702
section, a suit or proceeding is or has been instituted to enjoin	703
or otherwise to prevent the carrying out of the action as to which	704
the partner has dissented, the proceeding instituted under this	705
section shall be stayed until the final determination of the other	706
suit or proceeding. Unless any provision of division (G) of	707
section 1775.50 of the Revised Code is applicable, the fair cash	708
value of the interests that is agreed upon by the parties or fixed	709
under this section shall be paid within thirty days after the date	710
of final determination of such value under this division or the	711
consummation of the merger or consolidation, whichever occurs	712
last. Upon the occurrence of the last such event, payment shall	713
be made immediately to a holder of uncertificated securities	714
entitled to such payment. In the case of holders of interests	715
represented by certificates, payment shall be made only upon and	716
simultaneously with the surrender to the domestic general	717
partnership of the certificates representing the interests for	718
which the payment is made.	719

(B) If the proposal was submitted to the partners of the	720
general partnership for a vote at a meeting, fair cash value as to	721
those partners shall be determined as of the day before the day on	722
which the vote by the partners was taken. If the proposal was	723
submitted to the partners for written approval or other action,	724
fair cash value as to those partners shall be determined as of the	725
day before the day on which the request for the approval or action	726
was sent. The fair cash value of an interest for purposes of this	727
section is the amount that a willing seller who is under no	728
compulsion to sell would be willing to accept and that a willing	729
buyer who is under no compulsion to purchase would be willing to	730
pay, but the fair cash value paid to any partner shall not exceed	731
the amount specified in the demand of that partner. In computing	732
such fair cash value, any appreciation or depreciation in market	733
value resulting from the merger or consolidation shall be	734
excluded.	735

Sec. 1775.52. If a domestic general partnership is a	736
constituent entity to a merger or consolidation that has become	737
effective, and the domestic general partnership is not the	738
surviving or resulting entity of the merger or consolidation, a	739
judgment creditor of a partner of that domestic general	740
partnership shall not levy execution against the assets of the	741
partner to satisfy a judgment based on a claim against the	742
surviving or resulting entity of the merger or consolidation	743
unless any of the following applies:	744

(A) The claim is for an obligation of the domestic general	745
partnership for which the partner is liable as provided in this	746
chapter and one of the following applies:	747

(1) A judgment based on the same claim has been obtained	748
against the surviving or resulting entity of the merger or	749
consolidation and a writ of execution on the judgment has been	750
returned unsatisfied in whole or in part.	751

(2) The surviving or resulting entity of the merger or	752
consolidation is a debtor in bankruptcy.	753

(3) The partner has agreed that the creditor need not	754
exhaust the assets of the domestic general partnership that was	755
not the surviving or resulting entity of the merger or	756
consolidation.	757

(4) The partner has agreed that the creditor need not	758
exhaust the assets of the surviving or resulting entity of the	759
merger or consolidation.	760

(B) A court grants permission to the judgment creditor to	761
levy execution against the assets of the partner based on a	762
finding that the assets of the surviving or resulting entity of	763
the merger or consolidation that are subject to execution are	764
clearly insufficient to satisfy the judgment, that exhaustion of	765
the assets of the surviving or resulting entity of the merger or	766
consolidation is excessively burdensome, or that the grant of	767
permission is an appropriate exercise of the court's equitable	768
powers.	769

(C) Liability is imposed on the partner by law or contract	770
independent of the existence of the surviving or resulting entity	771
of the merger or consolidation.	772

Sec. 1782.241. (A) A general partner shall perform the	773
duties of a general partner in good faith, in a manner the general	774
partner reasonably believes to be in or not opposed to the best	775
interests of the limited partnership, and with the care that an	776
ordinarily prudent person in a like position would use under	777
similar circumstances. In performing a general partner's duties,	778
a general partner is entitled to rely on information, opinions,	779
reports, or statements, including financial statements and other	780
financial data, that are prepared or presented by either of the	781
following:	782

(1) One or more general partners, employees of the limited	783
partnership, or employees of a general partner, who the general	784
partner reasonably believes are reliable and competent in the	785
matters prepared or presented;	786

(2) Legal counsel, public accountants, or other persons as	787
to matters that the general partner reasonably believes are within	788
the person's professional or expert competence.	789

(B) For purposes of division (A) of this section, the	790
following apply:	791

(1) A general partner shall not be found to have violated	792
the duties of a general partner under division (A) of this	793
section, unless it is proved by clear and convincing evidence that	794
the general partner has not acted in good faith, in a manner the	795
general partner reasonably believes to be in or not opposed to the	796
best interests of the limited partnership, or with the care that	797
an ordinarily prudent person in a like position would use under	798
similar circumstances, in any action brought against the general	799
partner, including actions involving or affecting the general	800
partner's service in any other position or relationship with the	801
limited partnership.	802

(2) A general partner shall not be considered to be acting	803
in good faith if the general partner has knowledge concerning the	804
matter in question that would cause reliance on information,	805
opinions, reports, or statements that are prepared or presented by	806
the persons described in divisions (A)(1) and (2) of this section	807
to be unwarranted.	808

Sec. 1782.242. No contract, action, or transaction shall be	809
void or voidable with respect to a limited partnership for the	810
reason that the contract, action, or transaction is among or	811
affects the limited partnership and one or more of its partners,	812
or that the contract, action, or transaction is among or affects	813
the limited partnership and any other person in which one or more	814
of the partners are directors, trustees, officers, or partners, or	815
have a financial or personal interest, if any of the following	816
applies:	817

(A) The material facts as to the partner or partners and	818
their relationship or interest and as to the contract, action, or	819
transaction are disclosed in writing to every partner before that	820
partner is admitted to the partnership.	821

(B) The material facts as to the partner or partners and	822
their relationship or interest and as to the contract, action, or	823
transaction are disclosed in writing to all partners; the	824
contract, action, or transaction is fair as to the limited	825
partnership; and the disinterested general partners acting in good	826
faith reasonably justified by the facts, authorize the contract,	827
action, or transaction by a majority vote, even though the	828
disinterested general partners constitute less than a majority of	829
the general partners.	830

(C) The contract, action, or transaction is fair as to the	831
limited partnership as of the time the contract, action, or	832
transaction is authorized and approved by a majority in interest	833
of the disinterested limited partners.	834

Section 2. That existing section 1775.20 of the Revised Code	835
is hereby repealed.	836