As Introduced

127th General Assembly Regular Session 2007-2008

H. B. No. 332

Representative Wagoner 

Cosponsors: Representatives Combs, Webster, Seitz, Yates, Latta, McGregor, J., Hite, Stebelton, Oelslager 

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A BILL

To amend sections 111.16, 1329.01, 1329.04, and

1

2329.66 and to enact sections 1775.66, 1776.01 to

2

1776.08, 1776.10 to 1776.12, 1776.21 to 1776.24,

3

1776.31 to 1776.38, 1776.41 to 1776.58, 1776.61 to

4

1776.79, 1776.81 to 1776.89, 1776.91, 1776.92,

5

1776.95, 1776.96, 1777.07, 1779.12, 1782.64, and

6

2307.30 of the Revised Code to adopt the Revised

7

Uniform Partnership Act to be known as the "Ohio

8

Uniform Partnership Act (1997)," to establish that

9

on and after January 1, 2009, the act governs new

10

partnerships and partnerships that elect to be

11

governed by the act, to establish that effective

12

January 1, 2010, the act governs all partnerships

13

in Ohio, and to establish that effective January

14

1, 2010, the existing Ohio Partnership Law no

15

longer governs partnerships.

16

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

Section 1. That sections 111.16, 1329.01, 1329.04, and	17
2329.66 be amended and sections 1775.66, 1776.01, 1776.02,	18
1776.03, 1776.04, 1776.05, 1776.06, 1776.07, 1776.08, 1776.10,	19
1776.11, 1776.12, 1776.21, 1776.22, 1776.23, 1776.24, 1776.31,	20
1776.32, 1776.33, 1776.34, 1776.35, 1776.36, 1776.37, 1776.38,	21
1776.41, 1776.42, 1776.43, 1776.44, 1776.45, 1776.46, 1776.47,	22
1776.48, 1776.49, 1776.50, 1776.51, 1776.52, 1776.53, 1776.54,	23
1776.55, 1776.56, 1776.57, 1776.58, 1776.61, 1776.62, 1776.63,	24
1776.64, 1776.65, 1776.66, 1776.67, 1776.68, 1776.69, 1776.70,	25
1776.71, 1776.72, 1776.73, 1776.74, 1776.75, 1776.76, 1776.77,	26
1776.78, 1776.79, 1776.81, 1776.82, 1776.83, 1776.84, 1776.85,	27
1776.86, 1776.87, 1776.88, 1776.89, 1776.91, 1776.92, 1776.95,	28
1776.96, 1777.07, 1779.12, 1782.64, and 2307.30 of the Revised	29
Code be enacted to read as follows:	30

Sec. 111.16.  The secretary of state shall charge and	31
collect, for the benefit of the state, the following fees:	32

(A) For filing and recording articles of incorporation of a	33
domestic corporation, including designation of agent:	34

(1) Wherein the corporation shall not be authorized to issue	35
any shares of capital stock, one hundred twenty-five dollars;	36

(2) Wherein the corporation shall be authorized to issue	37
shares of capital stock, with or without par value:	38

(a) Ten cents for each share authorized up to and including	39
one thousand shares;	40

(b) Five cents for each share authorized in excess of one	41
thousand shares up to and including ten thousand shares;	42

(c) Two cents for each share authorized in excess of ten	43
thousand shares up to and including fifty thousand shares;	44

(d) One cent for each share authorized in excess of fifty	45
thousand shares up to and including one hundred thousand shares;	46

(e) One-half cent for each share authorized in excess of one	47
hundred thousand shares up to and including five hundred thousand	48
shares;	49

(f) One-quarter cent for each share authorized in excess of	50
five hundred thousand shares; provided no fee shall be less than	51
one hundred twenty-five dollars or greater than one hundred	52
thousand dollars.	53

(B) For filing and recording a certificate of amendment to or	54
amended articles of incorporation of a domestic corporation, or	55
for filing and recording a certificate of reorganization, a	56
certificate of dissolution, or an amendment to a foreign license	57
application:	58

(1) If the domestic corporation is not authorized to issue	59
any shares of capital stock, fifty dollars;	60

(2) If the domestic corporation is authorized to issue shares	61
of capital stock, fifty dollars, and in case of any increase in	62
the number of shares authorized to be issued, a further sum	63
computed in accordance with the schedule set forth in division	64
(A)(2) of this section less a credit computed in the same manner	65
for the number of shares previously authorized to be issued by the	66
corporation; provided no fee under division (B)(2) of this section	67
shall be greater than one hundred thousand dollars;	68

(3) If the foreign corporation is not authorized to issue any	69
shares of capital stock, fifty dollars;	70

(4) If the foreign corporation is authorized to issue shares	71
of capital stock, fifty dollars.	72

(C) For filing and recording articles of incorporation of a	73
savings and loan association, one hundred twenty-five dollars; and	74
for filing and recording a certificate of amendment to or amended	75
articles of incorporation of a savings and loan association, fifty	76
dollars;	77

(D) For filing and recording a certificate of conversion,	78
including a designation of agent, a certificate of merger, or a	79
certificate of consolidation, one hundred twenty-five dollars and,	80
in the case of any new corporation resulting from a consolidation	81
or any surviving corporation that has an increased number of	82
shares authorized to be issued resulting from a merger, an	83
additional sum computed in accordance with the schedule set forth	84
in division (A)(2) of this section less a credit computed in the	85
same manner for the number of shares previously authorized to be	86
issued or represented in this state by each of the corporations	87
for which a consolidation or merger is effected by the	88
certificate;	89

(E) For filing and recording articles of incorporation of a	90
credit union or the American credit union guaranty association,	91
one hundred twenty-five dollars, and for filing and recording a	92
certificate of increase in capital stock or any other amendment of	93
the articles of incorporation of a credit union or the	94
association, fifty dollars;	95

(F) For filing and recording articles of organization of a	96
limited liability company, for filing and recording an application	97
to become a registered foreign limited liability company, for	98
filing and recording a registration application to become a	99
domestic limited liability partnership, or for filing and	100
recording an application to become a registered foreign limited	101
liability partnership, one hundred twenty-five dollars;	102

(G) For filing and recording a certificate of limited	103
partnership or an application for registration as a foreign	104
limited partnership, or for filing an initial statement of	105
partnership authority pursuant to section 1776.33 of the Revised	106
Code, one hundred twenty-five dollars.	107

(H) For filing a copy of papers evidencing the incorporation	108
of a municipal corporation or of annexation of territory by a	109
municipal corporation, five dollars, to be paid by the municipal	110
corporation, the petitioners therefor, or their agent;	111

(I) For filing and recording any of the following:

112

(1) A license to transact business in this state by a foreign	113
corporation for profit pursuant to section 1703.04 of the Revised	114
Code or a foreign nonprofit corporation pursuant to section	115
1703.27 of the Revised Code, one hundred twenty-five dollars;	116

(2) A biennial report or biennial statement pursuant to	117
section 1775.63 or 1785.06 of the Revised Code, or an annual	118
report pursuant to section 1776.83 of the Revised Code,	119
twenty-five dollars;	120

(3) Except as otherwise provided in this section or any other	121
section of the Revised Code, any other certificate or paper that	122
is required to be filed and recorded or is permitted to be filed	123
and recorded by any provision of the Revised Code with the	124
secretary of state, twenty-five dollars.	125

(J) For filing any certificate or paper not required to be	126
recorded, five dollars;	127

(K)(1) For making copies of any certificate or other paper	128
filed in the office of the secretary of state, a fee not to exceed	129
one dollar per page, except as otherwise provided in the Revised	130
Code, and for creating and affixing the seal of the office of the	131
secretary of state to any good standing or other certificate, five	132
dollars. For copies of certificates or papers required by state	133
officers for official purpose, no charge shall be made.	134

(2) For creating and affixing the seal of the office of the	135
secretary of state to the certificates described in division (E)	136
of section 1701.81, division (E) of section 1701.811, division (E)	137
of section 1705.38, division (E) of section 1705.381, division (D)	138
of section 1702.43, division (E) of section 1775.47, division (E)	139
of section 1775.55, division (E) of section 1776.74, division (E)	140
of section 1782.433, or division (E) of section 1782.4310 of the	141
Revised Code, twenty-five dollars.	142

(L) For a minister's license to solemnize marriages, ten	143
dollars;	144

(M) For examining documents to be filed at a later date for	145
the purpose of advising as to the acceptability of the proposed	146
filing, fifty dollars;	147

(N) Fifty dollars for filing and recording any of the	148
following:	149

(1) A certificate of dissolution and accompanying documents,	150
or a certificate of cancellation, under section 1701.86, 1702.47,	151
1705.43, 1776.65, or 1782.10 of the Revised Code;	152

(2) A notice of dissolution of a foreign licensed corporation	153
or a certificate of surrender of license by a foreign licensed	154
corporation under section 1703.17 of the Revised Code;	155

(3) The withdrawal of registration of a foreign or domestic	156
limited liability partnership under section 1775.61 or, 1775.64,	157
1776.81, or 1776.86 of the Revised Code, or the certificate of	158
cancellation of registration of a foreign limited liability	159
company under section 1705.57 of the Revised Code;	160

(4) The filing of a statement of denial under section 1776.34	161
of the Revised Code, a statement of dissociation under section	162
1776.57 of the Revised Code, a statement of disclaimer of general	163
partner status under Chapter 1782. of the Revised Code, or a	164
cancellation of disclaimer of general partner status under Chapter	165
1782. of the Revised Code.	166

(O) For filing a statement of continued existence by a	167
nonprofit corporation, twenty-five dollars;	168

(P) For filing a restatement under section 1705.08 or 1782.09	169
of the Revised Code, an amendment to a certificate of cancellation	170
under section 1782.10 of the Revised Code, an amendment under	171
section 1705.08 or 1782.09 of the Revised Code, or a correction	172
under section 1705.55, 1775.61, 1775.64, 1776.11, or 1782.52 of	173
the Revised Code, fifty dollars;	174

(Q) For filing for reinstatement of an entity cancelled by	175
operation of law, by the secretary of state, by order of the	176
department of taxation, or by order of a court, twenty-five	177
dollars;	178

(R) For filing a change of agent, resignation of agent, or	179
change of agent's address under section 1701.07, 1702.06,	180
1703.041, 1703.27, 1705.06, 1705.55, 1746.04, 1747.03, or 1782.04	181
of the Revised Code, twenty-five dollars;	182

(S) For filing and recording any of the following:

183

(1) An application for the exclusive right to use a name or	184
an application to reserve a name for future use under section	185
1701.05, 1702.05, 1703.31, 1705.05, or 1746.06 of the Revised	186
Code, fifty dollars;	187

(2) A trade name or fictitious name registration or report,	188
fifty dollars;	189

(3) An application to renew any item covered by division	190
(S)(1) or (2) of this section that is permitted to be renewed,	191
twenty-five dollars;	192

(4) An assignment of rights for use of a name covered by	193
division (S)(1), (2), or (3) of this section, the cancellation of	194
a name registration or name reservation that is so covered, or	195
notice of a change of address of the registrant of a name that is	196
so covered, twenty-five dollars.	197

(T) For filing and recording a report to operate a business	198
trust or a real estate investment trust, either foreign or	199
domestic, one hundred twenty-five dollars; and for filing and	200
recording an amendment to a report or associated trust instrument,	201
or a surrender of authority, to operate a business trust or real	202
estate investment trust, fifty dollars;	203

(U)(1) For filing and recording the registration of a	204
trademark, service mark, or mark of ownership, one hundred	205
twenty-five dollars;	206

(2) For filing and recording the change of address of a	207
registrant, the assignment of rights to a registration, a renewal	208
of a registration, or the cancellation of a registration	209
associated with a trademark, service mark, or mark of ownership,	210
twenty-five dollars.	211

(V) For filing a service of process with the secretary of	212
state, five dollars, except as otherwise provided in any section	213
of the Revised Code.	214

Fees specified in this section may be paid by cash, check, or	215
money order, by credit card in accordance with section 113.40 of	216
the Revised Code, or by an alternative payment program in	217
accordance with division (B) of section 111.18 of the Revised	218
Code. Any credit card number or the expiration date of any credit	219
card is not subject to disclosure under Chapter 149. of the	220
Revised Code.	221

Sec. 1329.01.  (A) As used in sections 1329.01 to 1329.10 of	222
the Revised Code:	223

(1) "Trade name" means a name used in business or trade to	224
designate the business of the user and to which the user asserts a	225
right to exclusive use.	226

(2) "Fictitious name" means a name used in business or trade	227
that is fictitious and that the user has not registered or is not	228
entitled to register as a trade name. It does not include the name	229
of record of any domestic corporation that is formed under Chapter	230
1701. or 1702. of the Revised Code, any foreign corporation that	231
is registered pursuant to Chapter 1703. of the Revised Code, any	232
domestic or foreign limited liability company that is formed under	233
or registered pursuant to Chapter 1705. of the Revised Code, any	234
domestic or foreign limited partnership that is formed under or	235
registered pursuant to Chapter 1782. of the Revised Code, or any	236
domestic or foreign limited liability partnership that is formed	237
under or registered pursuant to Chapter 1775. of the Revised Code.	238

(3) "Person" includes any individual, general partnership,	239
limited partnership, limited liability partnership, corporation,	240
association, professional association, limited liability company,	241
society, foundation, federation, or organization formed under the	242
laws of this state or any other state.	243

(B) Subject to sections 1329.01 to 1329.10 of the Revised	244
Code, any person may register with the secretary of state, on a	245
form prescribed by the secretary of state, any trade name under	246
which the person is operating, setting forth all of the following:	247

(1) The name and business address of the applicant for	248
registration and any of the following that is applicable:	249

(a) If the applicant is a general partnership, the namesname	250
and residence addressesaddress of all of the partnersat least	251
one partner or the identifying number the secretary of state	252
assigns to the partnership pursuant to section 1776.05 of the	253
Revised Code;	254

(b) If the applicant is a limited partnership existing prior	255
to July 1, 1994, that has not registered with the secretary of	256
state pursuant to Chapter 1782. of the Revised Code, the name of	257
the Ohio county in which its certificate of limited partnership or	258
application for registration as a foreign limited partnership is	259
filed;	260

(c) If the applicant is a limited partnership to which	261
division (B)(1)(b) of this section does not apply or is, a	262
corporation, professional association, limited liability company,	263
or other entity, the form of the entity and the state under the	264
laws of which it was formed.	265

(2) The trade name to be registered;

266

(3) The general nature of the business conducted by the	267
applicant;	268

(4) The length of time during which the trade name has been	269
used by the applicant in business operations in this state.	270

(C) The trade name application shall be signed by the	271
applicant or by any authorized representative of the applicant.	272

A single trade name may be registered upon each trade name	273
application submitted under sections 1329.01 to 1329.10 of the	274
Revised Code.	275

The trade name application shall be accompanied by a filing	276
fee of fifty dollars, payable to the secretary of state.	277

(D) Any person who does business under a fictitious name and	278
who has not registered and does not wish to register the	279
fictitious name as a trade name or who cannot do so because the	280
name is not available for registration shall report the use of the	281
fictitious name to the secretary of state, on a form prescribed by	282
the secretary of state, setting forth all of the following:	283

(1) The name and business address of the user and any of the	284
following that is applicable:	285

(a) If the user is a general partnership, the names and	286
residence addressesaddress of all the partnersat least one	287
partner or the identifying number the secretary of state assigns	288
to the partnership pursuant to section 1775.105 of the Revised	289
Code;	290

(b) If the user is a limited partnership existing prior to	291
July 1, 1994, that has not been registered with the secretary of	292
state pursuant to Chapter 1782. of the Revised Code, the name of	293
the Ohio county in which its certificate of limited partnership or	294
application for registration as a foreign limited partnership is	295
filed;	296

(c) If the user is a limited partnership to which division	297
(D)(1)(b) of this section does not apply or is, a corporation,	298
professional association, limited liability company, or other	299
entity, the form of the entity and the state under whose laws it	300
was formed.	301

(2) The fictitious name being used;

302

(3) The general nature of the business conducted by the user.

303

(E) The report of use of a fictitious name shall be signed by	304
the user or by any authorized representative of the user.	305

A single fictitious name may be registered upon each	306
fictitious name report submitted under sections 1329.01 to 1329.10	307
of the Revised Code.	308

The fictitious name report shall be accompanied by a filing	309
fee of fifty dollars, payable to the secretary of state.	310

A report under this division shall be made within thirty days	311
after the date of the first use of the fictitious name.	312

Sec. 1329.04.  Registration of a trade name or report of a	313
fictitious name, under sections 1329.01 to 1329.10 of the Revised	314
Code, shall be effective for a term of five years from the date of	315
registration or report. Upon application filed within six months	316
prior to the expiration of such term, on a form furnished by the	317
secretary of state, the registration or report may be renewed at	318
the end of each five-year period for a like term, provided that a	319
general partnership shall renew its registration or report	320
whenever there has been a change in the listing of partnersany	321
partner named on its registration or report and a limited	322
partnership shall renew its registration or report when a change	323
occurs in the listing of its general partners on its registration	324
or reportceases to be a partner. Such a renewal shall extend the	325
registration or report for five years, unless further changes	326
occur in the interim. The renewal fee specified in division (S)(3)	327
of section 111.16 of the Revised Code, payable to the secretary of	328
state, shall accompany the application for renewal of the	329
registration or report.	330

The secretary of state shall notify persons who have	331
registered trade names or reported fictitious names, within the	332
six months next preceding the expiration of the five years from	333
the date of registration or report, of the necessity of renewal by	334
writing to the last known address of such persons.	335

Sec. 1775.66. (A) This chapter does not govern any	336
partnership on and after the first day of January, 2010.	337

(B) This chapter does not govern any partnership that is	338
formed on or after the first day of January, 2009. Chapter 1776.	339
of the Revised Code governs any partnership formed on or after	340
that date.	341

(C) This chapter does not govern any partnership that elects	342
to be governed by Chapter 1776. of the Revised Code pursuant to	343
procedures in division (C) of section 1776.95 of the Revised Code,	344
on and after the date the partnership elects to be governed by	345
that chapter.	346

Sec. 1776.01. As used in this chapter:

347

(A) "Business" includes every trade, occupation, and	348
profession.	349

(B) "Debtor in bankruptcy" means a person who is the subject	350
of an order for relief under Title 11 of the United States Code, a	351
comparable order under a successor statute of general application,	352
or a comparable order under any federal, state, or foreign law	353
governing insolvency.	354

(C) "Constituent" means in a merger or consolidation, the	355
domestic or foreign entity that merges into another entity, the	356
entity into which another entity is merged, or an existing entity	357
consolidated along with another entity into a new entity.	358

(D) "Distribution" means a transfer of money or other	359
property from a partnership to a partner in the partner's capacity	360
as a partner, or to a transferee of the partner.	361

(E) "Domestic partnership" means a partnership formed under	362
section 1776.22 of the Revised Code or a predecessor law.	363

(F) "Economic interest" means a partner's share of the	364
profits and losses of a partnership and the partner's right to	365
receive distributions.	366

(G) "Entity" means any of the following:

367

(1) A for-profit corporation existing under the laws of this	368
state or any other state;	369

(2) Any of the following organizations existing under the	370
laws of this state, the United States, or any other state:	371

(a) A business trust or association;

372

(b) A real estate investment trust;

373

(c) A common law trust;

374

(d) An unincorporated business or for-profit organization	375
including a general or limited partnership;	376

(e) A limited liability company;

377

(f) A nonprofit corporation.

378

(H) "Foreign entity" means an entity formed under the laws of	379
another state.	380

(I) "Foreign limited liability partnership" means a	381
partnership formed under laws other than the laws of this state	382
and that has the status of a limited liability partnership under	383
those laws.	384

(J) "Limited liability partnership" means a partnership that	385
files a statement of qualification under section 1776.81 of the	386
Revised Code and does not have a similar statement in effect in	387
any other jurisdiction.	388

(K) "Liquidating trustee" means a person other than a	389
partner, who carries out the winding up of a partnership.	390

(L) "Partner" means a person admitted to a partnership as a	391
partner.	392

(M) "Partnership" means an association of two or more persons	393
to carry on as co-owners a business for-profit formed under	394
section 1776.22 of the Revised Code, a predecessor law, or a	395
comparable law of another jurisdiction.	396

(N) "Partnership agreement" means the agreement among the	397
partners concerning the partnership, whether written, oral, or	398
implied. A partnership is not required to execute its partnership	399
agreement. A partnership agreement includes amendments to the	400
partnership agreement. A partnership is bound by its partnership	401
agreement irrespective of whether the partnership executes the	402
agreement.	403

(O) "Partnership at will" means a partnership in which the	404
partners have not agreed to remain partners until the expiration	405
of a definite term or the completion of a particular undertaking.	406

(P) "Partnership interest" or "partner's interest in the	407
partnership" means all of a partner's interests in the	408
partnership, including the partner's economic interest and all	409
management and other rights.	410

(Q) "Person" means an individual, corporation whether	411
nonprofit or for-profit, business trust, estate, trust,	412
partnership, limited liability company, association, joint	413
venture, government, governmental subdivision, agency, or	414
instrumentality, or any other legal or commercial entity in its	415
own or any representative capacity, in each case whether domestic	416
or foreign.	417

(R) "Property" means all property, real, personal, or mixed,	418
tangible or intangible, or any interest therein.	419

(S) "State" means a state of the United States, the District	420
of Columbia, the Commonwealth of Puerto Rico, or any territory or	421
insular possession subject to the jurisdiction of the United	422
States, except that as used in sections 1776.68 to 1776.75 of the	423
Revised Code, "state" means the United States, any state,	424
territory, insular possession or other political subdivision of	425
the United States, including the District of Columbia, any foreign	426
country or nation, and any province, territory, or other political	427
subdivision of a foreign country or nation.	428

(T) "Statement" means a statement of correction or corrected	429
statement under section 1776.11 of the Revised Code, a statement	430
of partnership authority under section 1776.33 of the Revised	431
Code, a statement of denial under section 1776.34 of the Revised	432
Code, a statement of dissociation under section 1776.57 of the	433
Revised Code, a statement of dissolution under section 1776.65 of	434
the Revised Code, a certificate of merger under section 1776.70 of	435
the Revised Code, a statement of qualification under section	436
1776.81 of the Revised Code, a statement of foreign qualification	437
under section 1776.86 of the Revised Code, or an amendment or	438
cancellation of any of the foregoing. All statements shall be on	439
forms the secretary of state prescribes.	440

(U) "Surviving" means, as applied to an entity, the	441
constituent entity that is specified as the entity into which one	442
or more other constituent entities are to be or have been merged.	443

(V) "Transfer" includes an assignment, conveyance, lease,	444
mortgage, deed, and encumbrance.	445

(W) "Tribunal" means a court, or if provided in the	446
partnership agreement or otherwise agreed, an arbitrator,	447
arbitration panel, or other tribunal.	448

Sec. 1776.02. (A) A person knows a fact if the person has	449
actual knowledge of the fact.	450

(B) A person has notice of a fact if the person knows of it,	451
has received a notification of the fact, or has reason to know the	452
fact exists from all of the facts known to the person at the time	453
in question.	454

(C) A person notifies or gives notification to another person	455
by taking steps reasonably required to inform the other person in	456
ordinary course, whether or not the other person learns of that	457
notification.	458

(D) A person receives a notification when the notification	459
comes to the person's attention or is delivered at the person's	460
place of business or at any other place the person holds out as a	461
place for receiving communications.	462

(E)(1) Except as otherwise provided in division (F) of this	463
section, a person other than an individual knows, has notice, or	464
receives a notification of a fact for purposes of a particular	465
transaction when the individual conducting the transaction knows,	466
has notice, or receives a notification of the fact, or in any	467
event, when the fact would have been brought to the individual's	468
attention if the person had exercised reasonable diligence.	469

(2) A person exercises reasonable diligence if the person	470
maintains reasonable routines for communicating significant	471
information to the individual conducting the transaction and there	472
is reasonable compliance with the routines. Reasonable diligence	473
does not require an individual acting for the person to	474
communicate information unless the communication is part of the	475
individual's regular duties or the individual has reason to know	476
of the transaction and that the transaction would be materially	477
affected by the information.	478

(F) A partner's knowledge, notice, or receipt of a	479
notification of a fact relating to the partnership is effective	480
immediately as knowledge by, notice to, or receipt of a	481
notification by the partnership, except in the case of a fraud on	482
the partnership committed by or with the consent of that partner.	483

Sec. 1776.03. (A) Except as otherwise provided in division	484
(B) of this section, the partnership agreement governs relations	485
among the partners and between the partners and the partnership.	486
To the extent the partnership agreement does not otherwise	487
provide, this chapter governs relations among the partners and	488
between the partners and the partnership.	489

(B) The partnership agreement may not do any of the	490
following:	491

(1) Vary the rights and duties under section 1776.05 of the	492
Revised Code except to eliminate the duty to provide copies of	493
statements to all of the partners;	494

(2) Unreasonably restrict the right of access to books and	495
records under division (B) of section 1776.43 of the Revised Code;	496

(3) Eliminate the duty of loyalty under division (B) of	497
section 1776.44 of the Revised Code or division (B)(3) of section	498
1776.53 of the Revised Code, but the partnership agreement may	499
identify specific types or categories of activities that do not	500
violate the duty of loyalty, if not manifestly unreasonable, and	501
all of the partners or a number or percentage specified in the	502
partnership agreement may authorize or ratify, after full	503
disclosure of all material facts, a specific act or transaction	504
that otherwise would violate the duty of loyalty;	505

(4) Unreasonably reduce the duty of care under division (C)	506
of section 1776.44 of the Revised Code or division (B)(3) of	507
section 1776.53 of the Revised Code;	508

(5) Eliminate the obligation of good faith and fair dealing	509
under division (D) of section 1776.44 of the Revised Code, but the	510
partnership agreement may prescribe the standards by which the	511
performance of the obligation is to be measured, if the standards	512
are not manifestly unreasonable;	513

(6) Vary the power to dissociate as a partner under division	514
(A) of section 1776.52 of the Revised Code, except to require the	515
notice under division (A) of section 1776.51 of the Revised Code	516
to be in writing;	517

(7) Vary the right of a tribunal to expel a partner in the	518
events specified in division (E) of section 1776.51 of the Revised	519
Code;	520

(8) Vary the requirement to wind up the partnership business	521
in cases specified in division (D), (E), or (F) of section 1776.61	522
of the Revised Code;	523

(9) Vary the law applicable to a limited liability	524
partnership under division (B) of section 1776.06 of the Revised	525
Code;	526

(10) Restrict rights of third parties under this chapter.

527

Sec. 1776.04. (A) Unless displaced by particular provisions	528
of this chapter, the principles of law and equity supplement this	529
chapter.	530

(B) If an obligation to pay interest under this chapter does	531
not specify a rate of interest, the rate is that specified in	532
section 1343.03 of the Revised Code.	533

(C) No partnership and no person acting on behalf of a	534
partnership shall interpose the defense or make the claim of usury	535
in any action or proceeding upon, or with reference to, any	536
obligation of that partnership. The notes, bonds, other evidences	537
of indebtedness, mortgages, pledges, and deeds of trust of a	538
partnership shall not be set aside, impaired, or adjudged invalid	539
by reason of anything contained in any laws prohibiting or	540
otherwise pertaining to usury or regulating interest rates.	541

(D) No obligation of a partner to a partnership arising under	542
a partnership agreement or a separate agreement or writing, and no	543
note, instruction or other writing evidencing any such obligation	544
of a partner, is subject to the defense of usury, and no partner	545
shall interpose the defense of usury with respect to any such	546
obligation in any action.	547

Sec. 1776.05. (A) A statement may be filed in the office of	548
the secretary of state. A certified copy of a statement that is	549
filed in an office in another state may be filed in the office of	550
the secretary of state provided that it is accompanied by a form	551
the secretary of state prescribes for that purpose. Either filing	552
has the effect provided in this chapter with respect to	553
partnership property located in, or transactions that occur in,	554
this state.	555

(B) A certified copy of a statement filed in the office of	556
the secretary of state and recorded in the office of a county	557
recorder in this state has the effect provided for recorded	558
statements in this chapter with respect to real property in the	559
county in which recorded. A recorded statement that is not a	560
certified copy of a statement filed in the office of the secretary	561
of state does not have the effect provided for recorded statements	562
in this chapter.	563

(C) At least one partner or one person the partnership	564
authorizes shall execute any statement a partnership files. A	565
partner, a person the partnership authorizes, or other person this	566
chapter authorizes shall execute other statements. An individual	567
who executes a statement shall personally declare, under penalty	568
of perjury, that the contents of the statement are accurate.	569

(D) A person authorized by this chapter to file a statement	570
may amend or cancel the statement by filing an amendment or	571
cancellation that names the partnership, identifies the statement,	572
and states the substance of the amendment or cancellation.	573

(E) A person who files a statement pursuant to this chapter	574
shall promptly send a copy of that statement to every nonfiling	575
partner and to any other person named as a partner in the	576
statement. Failure to send a copy of a statement to a partner or	577
other person does not limit the effectiveness of the statement as	578
to a person not a partner.	579

(F) The secretary of state may collect a fee for filing or	580
providing a certified copy of a statement. The county recorder may	581
collect a fee for recording a statement.	582

(G) When a partnership files its first statement with the	583
secretary of state, the secretary of state shall assign a unique	584
identifying number to that partnership. Whenever a person files a	585
statement relating to a partnership to which the secretary of	586
state has assigned an identifying number or files a statement with	587
a county recorder, the statement shall include the identifying	588
number assigned to the partnership.	589

Sec. 1776.06. (A) Except as otherwise provided in this	590
section, the law of the jurisdiction in which a partnership has	591
its chief executive office governs relations among the partners	592
and between the partners and the partnership.	593

(B) The law of this state governs relations among the	594
partners and between the partners and the partnership and the	595
liability of partners for an obligation of a limited liability	596
partnership.	597

(C) The law of this state governs relations among the	598
partners and between the partners and the partnership of any	599
partnership other than a limited liability partnership if the	600
partnership agreement, by its terms, provides that the laws of	601
this state govern the partnership agreement.	602

(D) The laws of a specified jurisdiction other than this	603
state govern the relationship among the partners and between the	604
partners and the partnership of any partnership other than a	605
limited liability partnership, if the partnership agreement, by	606
its terms, provides that the laws of that jurisdiction govern the	607
partnership agreement and that jurisdiction allows that election.	608

(E) A partnership governed by this chapter is subject to any	609
amendment to or repeal of any or all of the sections in this	610
chapter.	611

Sec. 1776.07. (A) Any partnership that maintains an effective	612
statement of partnership authority under section 1776.33 of the	613
Revised Code shall maintain continuously in this state an agent	614
for service of process on the partnership. The agent shall be an	615
individual who is a resident of this state, a domestic	616
corporation, or a foreign corporation holding a license as a	617
foreign corporation under the laws of this state.	618

(B) The secretary of state shall not accept an original	619
statement of partnership authority for filing unless the statement	620
of partnership authority includes a written appointment of an	621
agent as this section requires and a written acceptance of the	622
appointment signed by the designated agent.	623

(C) If an agent dies, resigns, or moves outside of this	624
state, the partnership shall appoint forthwith another agent and	625
file with the secretary of state an amendment to its statement of	626
partnership authority appointing a new agent and including a	627
written acceptance of the appointment that is signed by the	628
designated agent.	629

(D) If the address of an agent changes from that stated in	630
the records of the secretary of state, the partnership forthwith	631
shall file with the secretary of state an amendment to its	632
statement of partnership authority setting forth the new address.	633

(E) An agent may resign by filing a written and signed notice	634
of resignation with the secretary of state on a form the secretary	635
prescribes and mailing a copy of that notice to the partnership.	636
The agent shall mail the copy of the notice to the partnership at	637
the current or last known address of its principal office on or	638
prior to the date that the agent files the notice with the	639
secretary of state. The notice shall include the name of the	640
partnership, the name and current address of the agent, the	641
current or last known address, including the street and number or	642
other particular description, of the partnership's principal	643
office, a statement of the resignation of the agent, and a	644
statement that a copy of the notice was provided to the	645
partnership within the time and in the manner specified in this	646
division. The resigning agent's authority terminates thirty days	647
after filing the notice with the secretary of state.	648

(F) A partnership may revoke the appointment of its agent by	649
filing with the secretary of state an amendment to its statement	650
of partnership authority indicating that the appointment of the	651
former agent is revoked and that a new agent is appointed. A	652
written acceptance signed by the new designated agent shall	653
accompany the filing.	654

(G)(1) Any legal process, notice, or demand required or	655
permitted by law to be served upon a partnership with an effective	656
statement of partnership authority may be served upon the	657
partnership as follows:	658

(a) If its agent is an individual, by delivering a copy of	659
the process, notice, or demand to the agent;	660

(b) If its agent is a corporation, by delivering a copy of	661
the process, notice, or demand to the address of the agent in this	662
state as contained in the records of the secretary of state.	663

(2)(a) If its agent cannot be found or no longer has the	664
address stated in the records of the secretary of state or the	665
partnership has failed to maintain an agent as this section	666
requires, and the party, agent, or representative that desires	667
service files with the secretary of state an affidavit stating	668
that one of those circumstances exists and the most recent address	669
of the partnership ascertained after a diligent search, then	670
service upon the secretary of state as the agent of the	671
partnership may be initiated by delivering to the secretary of	672
state four copies of the process, notice, or demand accompanied	673
by a fee of five dollars.	674

(b) The secretary of state forthwith shall give notice of	675
that delivery to the partnership at either its principal office as	676
shown upon the secretary of state's records or at any different	677
address specified in the affidavit of the party desiring service	678
and shall forward to the partnership at either address by	679
certified mail, return receipt requested, a copy of the process,	680
notice, or demand.	681

(c) Service upon the partnership is made when the secretary	682
of state gives the notice and forwards the process, notice, or	683
demand as set forth in division (G)(2) of this section.	684

(H) The secretary of state shall keep a record of each	685
process, notice, and demand that pertains to a partnership and	686
that is delivered to the secretary of state's office under this	687
section or another law of this state that authorizes service upon	688
the secretary of state in connection with a partnership. In that	689
record, the secretary shall record the time of each delivery of	690
that type and the secretary's subsequent action with respect to	691
the process, notice, or demand.	692

(I) Nothing in this section limits or affects the right to	693
serve process in any other manner now or hereafter provided by	694
law. This section is an extension of, and not a limitation upon,	695
the right otherwise existing of service of legal process.	696

Sec. 1776.08. (A) Service of legal process upon any	697
partnership that has not filed a statement of partnership	698
authority in this state and that is formed under the laws of this	699
state or doing business in this state may be made by delivering a	700
copy personally to any partner doing business in this state or by	701
leaving it at a partner's dwelling house or usual place of abode	702
in this state or at a place of business of the partnership in	703
this state.	704

(B) Nothing in this section limits or affects the right to	705
serve process in any other manner now or hereafter provided by	706
law. This section is an extension of, and not a limitation upon,	707
the right otherwise existing of service of legal process.	708

Sec. 1776.10. (A)(1) A partner or a liquidating trustee of a	709
partnership that is formed under the laws of this state or that is	710
doing business in this state may be served with process in the	711
manner this section prescribes in all civil actions or proceedings	712
brought in this state involving or relating to the business of the	713
partnership or a violation by the partner or the liquidating	714
trustee of a duty to the partnership or any partner of the	715
partnership, whether or not the partner or the liquidating trustee	716
is a partner or a liquidating trustee at the time suit is	717
commenced.	718

(2) A person who is a partner or liquidating trustee on the	719
date on which this chapter first applies to the partnership	720
pursuant to division (C) of section 1776.95 of the Revised Code,	721
or who thereafter becomes a partner or a liquidating trustee of a	722
partnership, thereby consents to the appointment of each partner	723
who has signed a statement of partnership authority under section	724
1776.33 of the Revised Code, and any agent named in a statement of	725
partnership authority under section 1776.33 of the Revised Code,	726
as that person's agent upon whom service of process may be made.	727
Any process so served shall be of the same legal force and	728
validity as if served upon the partner or liquidating trustee	729
within this state.	730

(B) In a written partnership agreement or other writing, a	731
partner may consent to be subject to the nonexclusive jurisdiction	732
of the courts of, or arbitration in, a specified jurisdiction, or	733
the exclusive jurisdiction of the courts of this state, or the	734
exclusivity of arbitration in a specified jurisdiction or this	735
state, and to be served with legal process in the manner	736
prescribed in the partnership agreement or other writing.	737

(C) Nothing in this section limits or affects the right to	738
serve process in any other manner now or hereafter provided by	739
law. This section is an extension of, and not a limitation upon,	740
the right otherwise existing of service of legal process.	741

Sec. 1776.11. (A) Any person who is adversely affected by the	742
failure or refusal of a person to execute a statement as this	743
chapter requires may petition the court of common pleas to direct	744
the execution of that statement. If the court finds that the	745
execution of the statement is proper and that a person has failed	746
or refused to execute that statement as designated, the court	747
shall order the secretary of state to file an appropriate	748
statement.	749

(B) Any person who is adversely affected by the failure or	750
refusal of another person to execute a partnership agreement or	751
amendment when that person is designated to do so may petition the	752
court of common pleas to direct the execution of the partnership	753
agreement or amendment. If the court finds that the partnership	754
agreement or amendment should be executed and that a designated	755
person has failed or refused to do so, the court shall enter an	756
order granting appropriate relief.	757

Sec. 1776.12. (A) Any statement filed with the secretary of	758
state pursuant to this chapter that is an inaccurate record of the	759
action referred to in the statement, or that was defectively or	760
erroneously executed, may be corrected by filing a statement of	761
correction with the secretary of state. The statement of	762
correction shall specify the inaccuracy or defect to be corrected,	763
set forth the inaccurate or defective portion of the statement in	764
corrected form, and be executed and filed as this chapter	765
requires. The statement of correction is effective as of the date	766
the original statement was filed, except as to persons who are	767
substantially and adversely affected by the correction, for whom	768
the statement of correction is effective from its filing date.	769

(B) In lieu of filing a statement of correction as division	770
(A) of this section describes, a statement may be corrected by	771
executing and filing a corrected statement with the secretary of	772
state in the same manner as an original statement, and paying a	773
fee equal to the fee payable for an original statement. The	774
corrected statement shall specify in its heading that it is a	775
corrected statement, specify the inaccuracy or defect to be	776
corrected, and set forth the entire statement in corrected form. A	777
statement corrected in accordance with this division is effective	778
as of the date the original statement was filed, except as to	779
those who are substantially and adversely affected by the	780
correction, for whom the corrected statement is effective from its	781
filing date.	782

Sec. 1776.21. (A) A partnership is an entity distinct from	783
its partners.	784

(B) A limited liability partnership continues to be the same	785
entity that existed before the filing of a statement of	786
qualification under section 1776.81 of the Revised Code.	787

(C) Except as otherwise provided in the Revised Code or the	788
partnership agreement, a partnership formed under this chapter has	789
authority to engage in any activity in which a domestic	790
corporation or a domestic limited liability company may lawfully	791
engage and has the powers of a domestic corporation or domestic	792
limited liability company.	793

Sec. 1776.22. (A) Except as otherwise provided in division	794
(B) of this section, any association of two or more persons to	795
carry on as co-owners a business for-profit forms a partnership,	796
whether or not the persons intend to form a partnership.	797

(B) An association formed under a statute not included in	798
this chapter, a predecessor statute, or a comparable statute of	799
another jurisdiction is not a partnership under this chapter.	800

(C) In determining whether a partnership is formed, the	801
following rules apply:	802

(1) Holding property in joint tenancy, tenancy in common,	803
tenancy by the entireties, joint property, common property, or	804
part ownership does not by itself establish a partnership, even if	805
the co-owners share profits made by the use of the property.	806

(2) The sharing of gross returns does not by itself establish	807
a partnership, even if the persons sharing the returns have a	808
joint or common right or interest in property from which the	809
returns are derived.	810

(3) A person who receives a share of the profits of a	811
business is presumed to be a partner in the business, unless the	812
profits were received in payment for any of the following:	813

(a) A debt by installments or otherwise;

814

(b) Services as an independent contractor or wages or other	815
compensation to an employee;	816

(c) Rent;

817

(d) An annuity or other retirement or health benefit to a	818
beneficiary, representative, or designee of a deceased or retired	819
partner;	820

(e) Interest or other charge on a loan, even if the amount of	821
payment varies with the profits of the business, including a	822
direct or indirect present or future ownership of the collateral,	823
or rights to income, proceeds, or increase in value derived from	824
the collateral;	825

(f) The sale of the goodwill of a business or other property	826
by installments or otherwise.	827

Sec. 1776.23. (A) Property acquired by a partnership is	828
property of the partnership and not the property of the partners	829
individually.	830

(B) Property is partnership property if the property is	831
acquired in the name of either of the following:	832

(1) The partnership;

833

(2) One or more partners when the instrument transferring	834
title to the property indicates that the transferee holds the	835
property in the capacity as a partner, or that a partnership	836
exists but without an indication of the name of the partnership.	837

(C) Property is acquired in the name of the partnership by a	838
transfer to either of the following:	839

(1) The partnership in its name;

840

(2) One or more partners in their capacity as partners in the	841
partnership, if the name of the partnership is indicated in the	842
instrument transferring title to the property.	843

(D) Property is presumed to be partnership property if	844
purchased with partnership assets, even if it is not acquired as	845
described in division (B) of this section.	846

(E) Property acquired in the name of one or more of the	847
partners, when there is no indication in the instrument	848
transferring title to the property of the person's capacity as a	849
partner or of the existence of a partnership and without the use	850
of partnership assets, is presumed to be separate property, even	851
if used for partnership purposes.	852

Sec. 1776.24. (A) The contribution of a partner may be in	853
cash, property or services rendered, or a promissory note or	854
other obligation to contribute cash or property or to perform	855
services.	856

(B) A partner is obligated to the partnership to perform any	857
promise to contribute cash, property, or services even if the	858
partner is unable to perform because of death, disability, or any	859
other reason. If a partner does not make the required contribution	860
of property or services, the partner is obligated, at the option	861
of the partnership, to contribute cash equal to the value of the	862
contribution that has not been made. The foregoing option is in	863
addition to, and not in lieu of, any other rights, including the	864
right to specific performance, that the partnership may have	865
against a partner under the partnership agreement or applicable	866
law.	867

(C) A partnership agreement may provide that the partnership	868
interest of any partner who fails to make any required	869
contribution is subject to specified penalties for, or specified	870
consequences of, that failure. The penalty or consequence may take	871
the form of reducing or eliminating the defaulting partner's	872
interest in the partnership, subordinating the partner's	873
partnership interest to that of nondefaulting partners, a forced	874
sale of the partner's partnership interest, forfeiture of the	875
partner's partnership interest, the lending by other partners of	876
the amount necessary to meet the partner's commitment, a fixing of	877
the value of the partner's partnership interest by appraisal or by	878
formula and the redemption or sale of the partner's partnership	879
interest at that value, or any other penalty or consequence.	880

Sec. 1776.31. Both of the following govern the acts of a	881
partner, subject to any statement of partnership authority under	882
section 1776.33 of the Revised Code:	883

(A) Each partner is an agent of the partnership for the	884
purpose of its business. An act of a partner, including the	885
execution of an instrument in the partnership name, for apparently	886
carrying on in the ordinary course the partnership business or	887
business of the kind carried on by the partnership binds the	888
partnership, unless the partner had no authority to act for the	889
partnership in the particular matter and the person with whom the	890
partner was dealing knew or had received a notification that the	891
partner lacked authority.	892

(B) An act of a partner that is not apparently for carrying	893
on in the ordinary course the partnership business or business of	894
the kind the partnership carries on binds the partnership only if	895
the act was authorized by the other partners.	896

Sec. 1776.32. (A) Partnership property may be transferred as	897
follows:	898

(1) Partnership property held in the name of the partnership	899
may be transferred by an instrument of transfer a partner executes	900
in the partnership name, subject to any statement of partnership	901
authority under section 1776.33 of the Revised Code.	902

(2) Partnership property held in the name of one or more	903
partners, when the instrument transferring the property to them	904
indicates their capacity as partners or of the existence of a	905
partnership but does not indicate the name of the partnership, may	906
be transferred by an instrument of transfer executed by the	907
persons in whose name the property is held.	908

(3) Partnership property held in the name of one or more	909
persons other than the partnership, without an indication in the	910
instrument transferring the property to them of their capacity as	911
partners or of the existence of a partnership, may be transferred	912
by an instrument of transfer executed by the persons in whose name	913
the property is held.	914

(B) A partnership may recover partnership property from a	915
transferee only if it proves that the execution of the instrument	916
of initial transfer did not bind the partnership under section	917
1776.31 of the Revised Code and that either of the following is	918
true:	919

(1) A subsequent transferee who gave value for property	920
transferred under division (A)(1) or (2) of this section knew or	921
had received a notification that the person who executed the	922
instrument of initial transfer lacked authority to bind the	923
partnership;	924

(2) A transferee who gave value for property transferred	925
under division (A)(3) of this section, knew or had received a	926
notification that the property was partnership property and the	927
person who executed the instrument of initial transfer lacked	928
authority to bind the partnership.	929

(C) A partnership may not recover partnership property from a	930
subsequent transferee if, under division (B) of this section, the	931
partnership would not have been entitled to recover the property	932
from any earlier transferee of the property.	933

(D) If a person holds all interests of all partners in the	934
partnership, all of the partnership property vests in that person.	935
The person may execute a document in the name of the partnership	936
to evidence vesting of the property in that person and may file or	937
record the document.	938

Sec. 1776.33. (A)(1) A partnership may file a statement of	939
partnership authority. Any statement filed pursuant to this	940
section shall include all of the following:	941

(a) The name of the partnership;

942

(b) The street address of the partnership's chief executive	943
office and that of one office in this state, if an office exists	944
in this state;	945

(c) The names and mailing addresses of all of the partners or	946
of an information agent the partnership appoints and maintains for	947
the purpose of division (B) of this section;	948

(d) The name and address of the agent for service of process	949
and the signed acceptance of appointment, as section 1776.07 of	950
the Revised Code requires.	951

(2) Any statement filed pursuant to this section may state	952
the names of the partners authorized to execute an instrument	953
transferring real property held in the name of the partnership,	954
the authority, including any limitations, that some or all of the	955
partners have to enter into other transactions on behalf of the	956
partnership, and any other matter.	957

(B) If a filed statement of partnership authority names an	958
agent, that agent shall maintain a list of the names and mailing	959
addresses of all of the partners and make the list available to	960
any person on request for good cause shown.	961

(C) If a filed statement of partnership authority is executed	962
pursuant to division (C) of section 1776.05 of the Revised Code	963
and states the name of the partnership but does not contain all of	964
the other information division (A) of this section requires, that	965
statement shall operate as provided in divisions (D) and (E) of	966
this section with respect to a person not a partner.	967

(D) Except as otherwise provided in division (G) of this	968
section, a filed statement of partnership authority supplements	969
the authority of a partner to enter into transactions on behalf of	970
the partnership as follows:	971

(1) Except for transfers of real property, a grant of	972
authority contained in a filed statement of partnership authority	973
is conclusive in favor of any person who gives value without	974
knowledge to the contrary, so long as, and to the extent that,	975
another filed statement does not contain a limitation on that	976
authority. A filed cancellation of a limitation on authority	977
revives the previous grant of authority.	978

(2) A grant of authority to transfer real property held in	979
the name of the partnership that is contained in a certified copy	980
of a filed statement of partnership authority recorded in the	981
office of a county recorder, is conclusive as to real property in	982
the county where the statement is recorded, in favor of a person	983
who gives value without knowledge to the contrary, so long as, and	984
to the extent that, a certified copy of a filed statement	985
containing a limitation on that authority is not of record in the	986
same office. Recording a certified copy of a filed cancellation of	987
a limitation on authority in the office of a county recorder	988
revives the previous grant of authority filed in that office.	989

(E) A person not a partner is deemed to know of a limitation	990
of a partner's authority to transfer real property held in the	991
name of the partnership if a certified copy of the filed statement	992
containing the limitation on authority is of record in the office	993
for recording transfers of that real property.	994

(F) Except as otherwise provided in divisions (D) and (E) of	995
this section and sections 1776.57 and 1776.65 of the Revised Code,	996
a person not a partner is not deemed to know of a limitation on	997
the authority of a partner merely because the limitation is	998
contained in a filed statement.	999

(G) Unless earlier canceled, a filed statement of partnership	1000
authority is canceled by operation of law five years after the	1001
date on which the statement, or the most recent amendment, is	1002
filed with the secretary of state.	1003

Sec. 1776.34. A partner, or other person that a filed	1004
statement of partnership authority names as a partner or included	1005
in a list an agent maintains pursuant to division (B) of section	1006
1776.33 of the Revised Code, may file a statement of denial	1007
stating the name of the partnership and the fact that is being	1008
denied, which may include denial of a person's authority or status	1009
as a partner. A statement of denial is a limitation on authority	1010
under divisions (D) and (E) of section 1776.33 of the Revised	1011
Code.	1012

Sec. 1776.35. (A) A partnership is liable for loss or injury	1013
caused to a person or for a penalty incurred as a result of a	1014
wrongful act or omission, or other actionable conduct, of a	1015
partner acting in the ordinary course of business of the	1016
partnership or with authority of the partnership.	1017

(B) A partnership is liable for the loss if, in the course of	1018
the partnership's business or while acting with authority of the	1019
partnership, a partner receives or causes the partnership to	1020
receive money or property of a person not a partner, and a partner	1021
misapplies the money or property.	1022

Sec. 1776.36. (A) Except as otherwise provided in divisions	1023
(B) and (C) of this section, all partners are liable jointly and	1024
severally for all obligations of the partnership unless otherwise	1025
agreed by the claimant or provided by law.	1026

(B) A person admitted as a partner into an existing	1027
partnership is not personally liable for any partnership	1028
obligation incurred before the person's admission as a partner.	1029

(C) An obligation of a partnership incurred while the	1030
partnership is a limited liability partnership, whether arising in	1031
contract, tort, or otherwise, is solely the obligation of the	1032
partnership. A partner is not personally liable, directly or	1033
indirectly, by way of contribution or otherwise, for such an	1034
obligation solely by reason of being or acting as a partner. This	1035
division applies notwithstanding anything inconsistent in the	1036
partnership agreement that existed before any vote required to	1037
become a limited liability partnership under division (B) of	1038
section 1776.81 of the Revised Code.	1039

Sec. 1776.37. (A) A partnership may sue and be sued in the	1040
name of the partnership.	1041

(B) An action may be brought against the partnership and, to	1042
the extent not inconsistent with section 1776.36 of the Revised	1043
Code, any or all of the partners in the same action or in	1044
separate actions.	1045

(C) A judgment against a partnership is not by itself a	1046
judgment against a partner. A judgment against a partnership may	1047
not be satisfied from a partner's assets unless there is also a	1048
judgment against the partner.	1049

(D) A judgment creditor of a partner may not levy execution	1050
against the assets of a partner to satisfy a judgment based on a	1051
claim against the partnership unless the partner is personally	1052
liable for the claim under section 1776.36 of the Revised Code and	1053
any of the following apply:	1054

(1) A judgment based on the same claim was obtained against	1055
the partnership and a writ of execution on the judgment was	1056
returned unsatisfied in whole or in part;	1057

(2) The partnership is a debtor in bankruptcy;

1058

(3) The partner agreed that the creditor need not exhaust	1059
partnership assets;	1060

(4) A court grants permission to the judgment creditor to	1061
levy execution against the assets of a partner based on a finding	1062
that partnership assets subject to execution are clearly	1063
insufficient to satisfy the judgment, that exhaustion of	1064
partnership assets is excessively burdensome, or that the grant of	1065
permission is an appropriate exercise of the court's equitable	1066
powers;	1067

(5) Liability is imposed on the partner by law or contract	1068
independent of the existence of the partnership.	1069

(E) This section applies to any partnership liability or	1070
obligation resulting from a representation by a partner or	1071
purported partner under section 1776.38 of the Revised Code.	1072

Sec. 1776.38. (A) If a person, by words or conduct, purports	1073
to be a partner, or consents to being represented by another as a	1074
partner, in a partnership or with one or more persons not	1075
partners, the purported partner is liable to any person to whom	1076
the representation is made if that person, relying on the	1077
representation, enters into a transaction with the actual or	1078
purported partnership. If the representation, either by the	1079
purported partner or by a person with the purported partner's	1080
consent, is made in a public manner, the purported partner is	1081
liable to a person who relies upon the purported partnership even	1082
if the purported partner is not aware of being held out as a	1083
partner to the claimant. If partnership liability results, the	1084
purported partner is liable with respect to that liability as if	1085
the purported partner were a partner. If no partnership liability	1086
results, the purported partner is liable with respect to that	1087
liability jointly and severally with any other person consenting	1088
to the representation.	1089

(B) If a person is represented to be a partner in an existing	1090
partnership, or with one or more persons not partners, the	1091
purported partner is an agent of persons consenting to the	1092
representation to bind them to the same extent and in the same	1093
manner as if the purported partner were a partner, with respect to	1094
persons who enter into transactions in reliance upon the	1095
representation. If all of the partners of the existing partnership	1096
consent to the representation, a partnership act or obligation	1097
results. If fewer than all of the partners of the existing	1098
partnership consent to the representation, the person acting and	1099
the partners consenting to the representation are jointly and	1100
severally liable.	1101

(C) A person is not liable as a partner merely because the	1102
person is named by another in a statement of partnership	1103
authority.	1104

(D) A person does not continue to be liable as a partner	1105
merely because of a failure to file a statement of dissociation or	1106
to amend a statement of partnership authority to indicate the	1107
partner's dissociation from the partnership.	1108

(E) Except as otherwise provided in divisions (A) and (B) of	1109
this section, persons who are not partners as to each other are	1110
not liable as partners as to other persons.	1111

Sec. 1776.41. (A) Each partner is deemed to have an account	1112
to which both of the following apply:	1113

(1) The account is credited with an amount equal to the money	1114
plus the value of any other property, net of the amount of any	1115
liabilities, the partner contributes to the partnership and the	1116
partner's share of the partnership profits;	1117

(2) The account is charged with an amount equal to the money	1118
plus the value of any other property, net of the amount of any	1119
liabilities, the partnership distributes to the partner and the	1120
partner's share of the partnership losses.	1121

(B) Each partner is entitled to an equal share of the	1122
partnership profits and is chargeable with a share of the	1123
partnership losses in proportion to the partner's share of the	1124
profits.	1125

(C) A partnership shall reimburse a partner for payments made	1126
and indemnify a partner for liabilities the partner incurs in the	1127
ordinary course of the business of the partnership or for the	1128
preservation of its business or property.	1129

(D) A partnership shall reimburse a partner for an advance to	1130
the partnership beyond the amount of capital the partner agreed to	1131
contribute.	1132

(E) A payment or advance made by a partner that gives rise to	1133
a partnership obligation under division (C) or (D) of this section	1134
constitutes a loan to the partnership that accrues interest from	1135
the date of the payment or advance.	1136

(F) Each partner has equal rights in the management and	1137
conduct of the partnership business.	1138

(G) A partner may use or possess partnership property only on	1139
behalf of the partnership.	1140

(H) A partner is not entitled to remuneration for services	1141
performed for the partnership, except for reasonable compensation	1142
for services rendered in winding up the business of the	1143
partnership.	1144

(I) A person may become a partner only with the consent of	1145
all of the partners.	1146

(J) A difference arising as to a matter in the ordinary	1147
course of business of a partnership may be decided by a majority	1148
of the partners. An act outside the ordinary course of business of	1149
a partnership and an amendment to the partnership agreement may be	1150
undertaken only with the consent of all of the partners.	1151

(K) This section does not affect the obligations of a	1152
partnership to other persons under section 1776.31 of the Revised	1153
Code.	1154

Sec. 1776.42. A partner has no right to receive, and is not	1155
required to accept, a distribution in kind.	1156

Sec. 1776.43. (A) A partnership shall keep its books and	1157
records, if any, at its chief executive office.	1158

(B) A partnership shall provide partners and their agents and	1159
attorneys access to its books and records. It shall provide former	1160
partners and their agents and attorneys access to books and	1161
records pertaining to the period during which they were partners.	1162
The right of access provides the opportunity to inspect and copy	1163
books and records during ordinary business hours. A partnership	1164
may impose a reasonable charge, covering the costs of labor and	1165
material, for copies of documents furnished.	1166

(C) Each partner and the partnership shall furnish to a	1167
partner, and to the legal representative of a deceased partner or	1168
partner under legal disability, both of the following:	1169

(1) Without demand, any information concerning the	1170
partnership's business and affairs reasonably required for the	1171
proper exercise of the partner's rights and duties under the	1172
partnership agreement or this chapter;	1173

(2) On demand, any other information concerning the	1174
partnership's business and affairs, except to the extent the	1175
demand or the information demanded is unreasonable or otherwise	1176
improper under the circumstances.	1177

Sec. 1776.44. (A) The only fiduciary duties a partner owes to	1178
the partnership and the other partners are the duty of loyalty and	1179
the duty of care set forth in divisions (B) and (C) of this	1180
section.	1181

(B) A partner's duty of loyalty to the partnership and the	1182
other partners is limited to the following:	1183

(1) To account to the partnership and hold as trustee for it	1184
any property, profit, or benefit derived by the partner in the	1185
conduct and winding up of the partnership business or derived from	1186
a use by the partner of partnership property, including the	1187
appropriation of a partnership opportunity;	1188

(2) To refrain from dealing with the partnership in the	1189
conduct or winding up of the partnership business as or on behalf	1190
of a party having an interest adverse to the partnership;	1191

(3) To refrain from competing with the partnership in the	1192
conduct of the partnership business before the dissolution of the	1193
partnership.	1194

(C) A partner's duty of care to the partnership and the other	1195
partners in the conduct and winding up of the partnership business	1196
is limited to refraining from engaging in grossly negligent or	1197
reckless conduct, intentional misconduct, or a knowing violation	1198
of law.	1199

(D) A partner shall discharge duties to the partnership and	1200
the other partners pursuant to this chapter or under the	1201
partnership agreement and shall exercise any rights consistent	1202
with the obligation of good faith and fair dealing.	1203

(E) A partner does not violate a duty or obligation under	1204
this chapter, or under the partnership agreement, merely because	1205
the partner's conduct furthers the partner's own interest.	1206

(F) A partner may lend money to and transact other business	1207
with the partnership, and as to each loan or transaction the	1208
rights and obligations of the partner are the same as those of a	1209
person who is not a partner, subject to other applicable law.	1210

(G) This section applies to a person winding up the	1211
partnership business as the personal or legal representative of	1212
the last surviving partner as if the person were a partner.	1213

Sec. 1776.45. (A) A partnership may maintain an action	1214
against a partner for a breach of the partnership agreement or for	1215
the violation of a duty to the partnership, causing harm to the	1216
partnership.	1217

(B) A partner may maintain an action against the partnership	1218
or another partner for legal or equitable relief, with or without	1219
an accounting as to partnership business, to enforce any of the	1220
following:	1221

(1) The partner's rights under the partnership agreement;

1222

(2) The partner's rights under this chapter, including any of	1223
the following:	1224

(a) The partner's rights under sections 1776.41, 1776.43, or	1225
1776.44 of the Revised Code;	1226

(b) The partner's right on dissociation to have the partner's	1227
interest in the partnership purchased pursuant to section 1776.54	1228
of the Revised Code, or any other right under sections 1776.51 to	1229
1776.53 or sections 1776.54 to 1776.58 of the Revised Code;	1230

(c) The partner's right to compel a dissolution and winding	1231
up of the partnership business or enforce any other right under	1232
sections 1776.61 to 1776.67 of the Revised Code.	1233

(3) The rights and otherwise protect the interests of the	1234
partner, including rights and interests arising independently of	1235
the partnership relationship.	1236

(C) This section does not govern the accrual of, and any time	1237
limitation on, a right of action for a remedy under this section.	1238
A right to an accounting upon dissolution and winding up does not	1239
revive a claim barred by law.	1240

Sec. 1776.46. (A) If a partnership for a definite term or	1241
particular undertaking is continued, without an express	1242
agreement, after the expiration of the term or completion of the	1243
undertaking, the rights and duties of the partners remain the same	1244
as they were at the expiration or completion, so far as is	1245
consistent with a partnership at will.	1246

(B) If the partners, or those who habitually acted in the	1247
business during the term or undertaking, continue the business	1248
without any settlement or liquidation of the partnership, the	1249
partners are presumed to have agreed that the partnership will	1250
continue.	1251

Sec. 1776.47.  A partner is not a co-owner of partnership	1252
property and has no interest in partnership property that can be	1253
transferred, either voluntarily or involuntarily.	1254

Sec. 1776.48.  A partner's economic interest is the only	1255
transferable interest of a partner in the partnership. The	1256
economic interest is personal property.	1257

Sec. 1776.49.  (A) A transfer, in whole or in part, of a	1258
partner's economic interest in the partnership is permissible and	1259
does not by itself cause the partner's dissociation or a	1260
dissolution and winding up of the partnership business. A transfer	1261
does not entitle the transferee, as against the other partners or	1262
the partnership, during the continuance of the partnership, to	1263
participate in the management or conduct of the partnership	1264
business, to require access to information concerning partnership	1265
transactions, or to inspect or copy the partnership books or	1266
records.	1267

(B) A transferee of a partner's economic interest in the	1268
partnership has a right:	1269

(1) To receive, in accordance with the transfer,	1270
distributions to which the transferor otherwise would be	1271
entitled;	1272

(2) To receive upon the dissolution and winding up of the	1273
partnership business, in accordance with the transfer, the net	1274
amount otherwise distributable to the transferor;	1275

(3) To seek under division (F) of section 1776.61 of the	1276
Revised Code, a determination by a tribunal that it is equitable	1277
to wind up the partnership business.	1278

(C) In a dissolution and winding up, a transferee is entitled	1279
to an account of partnership transactions only from the date of	1280
the latest account to which all of the partners agreed.	1281

(D) Upon transfer, the transferor retains the rights and	1282
duties of a partner other than the interest in distributions	1283
transferred.	1284

(E) A partnership need not give effect to a transferee's	1285
rights under this section until it has notice and reasonable proof	1286
of the transfer.	1287

(F) A transfer of a partner's economic interest in the	1288
partnership in violation of a restriction on transfer contained in	1289
the partnership agreement is ineffective as to a person having	1290
notice of the restriction at the time of transfer.	1291

(G) Sections 1309.406 and 1309.408 of the Revised Code do not	1292
apply to any partnership interest in a partnership formed under	1293
this chapter.	1294

Sec. 1776.50. (A) On application by a judgment creditor of a	1295
partner or of a partner's transferee, a court having jurisdiction	1296
may charge the economic interest of the judgment debtor to satisfy	1297
the judgment. The court may appoint a receiver of the share of the	1298
distributions due or to become due to the judgment debtor in	1299
respect of the partnership and make all other orders, directions,	1300
accounts, and inquiries the judgment debtor might have made or	1301
which the circumstances of the case may require.	1302

(B) A charging order constitutes a lien on the judgment	1303
debtor's economic interest in the partnership. The court may order	1304
a foreclosure of the interest subject to the charging order at any	1305
time. The purchaser at the foreclosure sale has the rights of a	1306
transferee.	1307

(C) At any time before foreclosure, an interest charged may	1308
be redeemed by any of the following:	1309

(1) The judgment debtor;

1310

(2) One or more of the other partners by using property other	1311
than partnership property;	1312

(3) One or more of the other partners, with the consent of	1313
all of the partners whose interests are not so charged, by using	1314
partnership property.	1315

(D) Nothing in this chapter deprives a partner of any right	1316
under exemption laws with respect to the partner's interest in the	1317
partnership.	1318

(E) This section provides the exclusive remedy by which a	1319
judgment creditor of a partner, or partner's transferee, may	1320
satisfy a judgment out of the judgment debtor's economic interest	1321
in the partnership.	1322

Sec. 1776.51. A partner is dissociated from a partnership	1323
upon the occurrence of any of the following events:	1324

(A) The partnership has notice of the partner's express will	1325
to withdraw as a partner, on the date of the notice or on a later	1326
date the partner specifies;	1327

(B) The happening of an event agreed to in the partnership	1328
agreement as causing the partner's dissociation;	1329

(C) The partner's expulsion pursuant to the partnership	1330
agreement;	1331

(D) The partner's expulsion by the unanimous vote of the	1332
other partners because of any of the following:	1333

(1) It is unlawful to carry on the partnership business with	1334
that partner.	1335

(2) A transfer of all or substantially all of that partner's	1336
economic interest in the partnership, other than a transfer for	1337
security purposes, or a court order charging the partner's	1338
interest, which has not been foreclosed;	1339

(3) A certificate of dissolution is not revoked or the	1340
charter or a right to conduct business is not reinstated within	1341
ninety days after the partnership notifies a corporate partner of	1342
its expulsion because the corporate partner filed a certificate	1343
of dissolution or the equivalent, had its charter revoked, or had	1344
its right to conduct business suspended by the jurisdiction of	1345
its incorporation.	1346

(4) The partner is a partnership that has dissolved and is	1347
winding up its business.	1348

(E) On application by the partnership or another partner, a	1349
tribunal determines any of the following is cause for expulsion:	1350

(1) The partner engaged in wrongful conduct that adversely	1351
and materially affects the partnership business.	1352

(2) The partner willfully or persistently committed a	1353
material breach of the partnership agreement or a duty owed to the	1354
partnership or the other partners under section 1776.44 of the	1355
Revised Code.	1356

(3) The partner engaged in conduct relating to the	1357
partnership business that makes it not reasonably practicable to	1358
carry on the business in partnership with the partner.	1359

(F) The partner's doing any of the following:

1360

(1) Becoming a debtor in bankruptcy;

1361

(2) Executing an assignment for the benefit of creditors;

1362

(3) Seeking, consenting to, or acquiescing in the appointment	1363
of a trustee, receiver, or liquidator of that partner or of all or	1364
substantially all of that partner's property;	1365

(4) Failing, within ninety days after the appointment, to	1366
have vacated or stayed the appointment of a trustee, receiver, or	1367
liquidator of either the partner or all or substantially all of	1368
the partner's property that was obtained without the partner's	1369
consent or acquiescence, or failing within ninety days after the	1370
expiration of a stay to have the appointment vacated.	1371

(G) Any of the following, in the case of a partner who is an	1372
individual:	1373

(1) The partner's death;

1374

(2) The appointment of a guardian or general conservator for	1375
the partner;	1376

(3) A determination by a tribunal that the partner has	1377
otherwise become incapable of performing the partner's duties	1378
under the partnership agreement.	1379

(H) In the case of a partner that is a trust or is acting as	1380
a partner by virtue of being a trustee of a trust, distribution of	1381
the trust's entire economic interest in the partnership, but not	1382
merely by reason of the substitution of a successor trustee;	1383

(I) In the case of a partner that is an estate or is acting	1384
as a partner by virtue of being a personal representative of an	1385
estate, distribution of the estate's entire economic interest in	1386
the partnership, but not merely by reason of the substitution of a	1387
successor personal representative;	1388

(J) Termination of a partner that is not an individual,	1389
partnership, corporation, trust, or estate.	1390

Sec. 1776.52. (A) A partner has the power to dissociate at	1391
any time, rightfully or wrongfully, by express will pursuant to	1392
division (A) of section 1776.51 of the Revised Code.	1393

(B) A partner's dissociation is wrongful only if either of	1394
the following applies to that dissociation:	1395

(1) It is in breach of an express provision of the	1396
partnership agreement.	1397

(2) In the case of a partnership for a definite term or	1398
particular undertaking, before the expiration of the term or the	1399
completion of the undertaking, if any of the following applies:	1400

(a) The partner withdraws by express will, unless the	1401
withdrawal follows within ninety days after another partner's	1402
dissociation by death or otherwise under divisions (F) to (J) of	1403
section 1776.51 of the Revised Code or wrongful dissociation	1404
under division (B) of this section;	1405

(b) The partner is expelled by a determination by a tribunal	1406
under division (E) of section 1776.51 of the Revised Code.	1407

(c) The partner is dissociated by becoming a debtor in	1408
bankruptcy.	1409

(d) In the case of a partner who is not an individual, trust	1410
other than a business trust, or estate, the partner is expelled or	1411
otherwise dissociated because it willfully dissolved or	1412
terminated.	1413

(C) A partner who wrongfully dissociates is liable to the	1414
partnership and to the other partners for damages caused by the	1415
dissociation. The liability is in addition to any other obligation	1416
of the partner to the partnership or to the other partners.	1417

Sec. 1776.53. (A) If a partner's dissociation results in a	1418
dissolution and winding up of the partnership business, sections	1419
1776.61 to 1776.67 of the Revised Code apply. Otherwise, sections	1420
1776.54 to 1776.58 of the Revised Code apply.	1421

(B) Upon a partner's dissociation, all of the following	1422
apply:	1423

(1) The partner's right to participate in the management and	1424
conduct of the partnership business terminates, except as	1425
otherwise provided in section 1776.63 of the Revised Code;	1426

(2) The partner's duty of loyalty under division (B)(3) of	1427
section 1776.44 of the Revised Code terminates;	1428

(3) The partner's duty of loyalty under divisions (B)(1) and	1429
(2) of section 1776.44 of the Revised Code and duty of care under	1430
division (C) of section 1776.44 of the Revised Code continue only	1431
with regard to matters arising and events occurring before the	1432
partner's dissociation, unless the partner participates in winding	1433
up the partnership's business pursuant to section 1776.63 of the	1434
Revised Code.	1435

Sec. 1776.54. (A) When a partner is dissociated from a	1436
partnership and that dissociation does not result in a dissolution	1437
and winding up of the partnership business under section 1776.61	1438
of the Revised Code, the partnership shall cause the dissociated	1439
partner's interest in the partnership to be purchased for a buyout	1440
price determined pursuant to division (B) of this section.	1441

(B)(1) The buyout price of a dissociated partner's interest	1442
is the amount that would have been distributable to the	1443
dissociating partner under division (B) of section 1776.67 of the	1444
Revised Code as if, on the date of dissociation, both of the	1445
following occurred:	1446

(a) The partnership sold the assets at a price equal to the	1447
greater of the liquidation value or the value based on a sale of	1448
the entire business as a going concern without the dissociated	1449
partner.	1450

(b) The partnership completed a winding up of the	1451
partnership.	1452

(2) Interest shall be paid from the date of dissociation to	1453
the date of payment.	1454

(C) The partnership shall reduce the buyout price paid to the	1455
partner by any damages for wrongful dissociation under division	1456
(B) of section 1776.52 of the Revised Code and all other amounts	1457
owing, whether or not presently due, from the dissociated partner	1458
to the partnership. Interest shall be assessed on any amount owed	1459
to the partnership from the date the amount owed is due to the	1460
date of payment.	1461

(D) A partnership shall indemnify a dissociated partner whose	1462
interest is being purchased against all partnership liabilities,	1463
whether incurred before or after the dissociation, except	1464
liabilities incurred by an act of the dissociated partner under	1465
section 1776.55 of the Revised Code.	1466

(E) If no agreement for the purchase of a dissociated	1467
partner's interest is reached within one hundred twenty days after	1468
a written demand for payment, the partnership shall pay or cause	1469
to be paid, in cash to the dissociated partner, the amount the	1470
partnership estimates to be the buyout price and accrued interest,	1471
reduced by any offsets under division (C) of this section.	1472

(F) Notwithstanding division (E) of this section, if a	1473
deferred payment is authorized under division (H) of this section	1474
or if the partnership determines that immediate payment of the	1475
buyout price would cause undue hardship to the business of the	1476
partnership, the partnership may tender a written offer to pay the	1477
amount it estimates to be the buyout price and accrued interest,	1478
reduced by any offsets under division (C) of this section, stating	1479
the time of payment, the amount and type of security for payment,	1480
and the other terms and conditions of the obligation.	1481

(G) Any payment or tender required by division (E) or (F) of	1482
this section shall be accompanied by all of the following:	1483

(1) A statement of partnership assets and liabilities as of	1484
the date of dissociation;	1485

(2) The latest available partnership balance sheet and income	1486
statement, if any;	1487

(3) An explanation of how the estimated amount of the payment	1488
was calculated;	1489

(4) Written notice that the payment is in full satisfaction	1490
of the obligation to purchase unless, within one hundred twenty	1491
days after the written notice, the dissociated partner commences	1492
an action to determine the buyout price, any offsets under	1493
division (C) of this section, or other terms of the obligation to	1494
purchase;	1495

(5) If applicable, a brief explanation of the basis for the	1496
partnership's determination that immediate payment of the buyout	1497
price would cause undue hardship to the business of the	1498
partnership.	1499

(H) A partner who wrongfully dissociates before the	1500
expiration of a definite term or the completion of a particular	1501
undertaking is not entitled to payment of any portion of the	1502
buyout price until the expiration of the term or completion of the	1503
undertaking, unless the partner establishes to the satisfaction of	1504
the tribunal that earlier payment will not cause undue hardship to	1505
the business of the partnership. Any deferred payment shall be	1506
adequately secured and bear interest.	1507

(I)(1) A dissociated partner may maintain an action against	1508
the partnership pursuant to division (B)(2)(b) of section 1776.45	1509
of the Revised Code to determine the buyout price of that	1510
partner's interest, any offsets under division (C) of this	1511
section, or other terms of the obligation to purchase. Any action	1512
shall be commenced within one hundred twenty days after the	1513
partnership tenders payment or an offer to pay or within one year	1514
after written demand for payment if no payment or offer to pay is	1515
tendered.	1516

(2) The tribunal shall determine the buyout price of the	1517
dissociated partner's interest, any offset due under division (C)	1518
of this section, and accrued interest, and enter judgment for any	1519
additional payment or refund. If deferred payment is authorized	1520
under division (H) of this section or if the partnership	1521
determines that immediate payment of the buyout price would cause	1522
undue hardship to the partnership, and the partner does not	1523
establish to the satisfaction of the tribunal that earlier payment	1524
will not cause undue hardship to the business of the partnership,	1525
the tribunal also shall determine the security for payment and	1526
other terms of the obligation to purchase.	1527

(3) The tribunal may assess reasonable attorney's fees and	1528
the fees and expenses of appraisers or other experts for a party	1529
to the action, in amounts the tribunal finds equitable, against a	1530
party that the tribunal finds acted arbitrarily, vexatiously, or	1531
not in good faith. The finding may be based on the partnership's	1532
failure to tender payment or an offer to pay or to comply with	1533
division (G) of this section.	1534

Sec. 1776.55. (A) For two years after a partner dissociates	1535
without resulting in a dissolution and winding up of the	1536
partnership business, the partnership, including a surviving	1537
partnership under section 1776.68 of the Revised Code, is bound by	1538
any act of the dissociated partner that would have bound the	1539
partnership under section 1776.31 of the Revised Code before	1540
dissociation only if, at the time of entering into the transaction	1541
all of the following were true:	1542

(1) The other party reasonably believed that the dissociated	1543
partner was then a partner.	1544

(2) The other party did not have notice of the partner's	1545
dissociation.	1546

(3) The other party is not deemed to have had knowledge under	1547
division (E) of section 1776.33 of the Revised Code or notice	1548
under division (C) of section 1776.57 of the Revised Code.	1549

(B) A dissociated partner is liable to the partnership for	1550
any damage caused to the partnership arising from an obligation	1551
incurred by the dissociated partner after dissociation for which	1552
the partnership is liable under division (A) of this section.	1553

Sec. 1776.56. (A) A partner's dissociation does not of itself	1554
discharge the partner's liability for a partnership obligation	1555
incurred before dissociation. A dissociated partner is not liable	1556
for a partnership obligation incurred after dissociation, except	1557
as otherwise provided in division (B) of this section.	1558

(B) A partner who dissociates without resulting in a	1559
dissolution and winding up of the partnership business is liable	1560
as a partner to the other party in a transaction entered into by	1561
the partnership, or a surviving partnership under sections 1776.68	1562
to 1776.79 of the Revised Code, within two years after the	1563
partner's dissociation, only if pursuant to division (C) of	1564
section 1776.36 of the Revised Code the partner would have been	1565
liable for the obligation if the transaction had been entered into	1566
while the person was a partner and, at the time of entering into	1567
the transaction, all of the following were true:	1568

(1) The other party reasonably believed that the dissociated	1569
partner was then a partner and reasonably relied on that belief in	1570
entering into the transaction.	1571

(2) The other party did not have notice of the partner's	1572
dissociation.	1573

(3) The other party is not deemed to have had knowledge under	1574
division (E) of section 1776.33 of the Revised Code or notice	1575
under division (C) of section 1776.57 of the Revised Code.	1576

(C) By agreement with the partnership creditor and the	1577
partners continuing the business, a dissociated partner may be	1578
released from liability for a partnership obligation.	1579

(D) A dissociated partner is released from liability for a	1580
partnership obligation if a partnership creditor, with notice of	1581
the partner's dissociation but without the partner's consent,	1582
agrees to a material alteration in the nature or time of payment	1583
of a partnership obligation.	1584

Sec. 1776.57. (A) A dissociated partner or the partnership	1585
may file a statement of dissociation stating the name of the	1586
partnership and that the partner is dissociated from the	1587
partnership.	1588

(B) A statement of dissociation is a limitation on the	1589
authority of a dissociated partner for the purposes of divisions	1590
(D) and (E) of section 1776.33 of the Revised Code.	1591

(C) For the purposes of division (A)(3) of section 1776.55	1592
and division (B)(3) of section 1776.56 of the Revised Code, a	1593
person not a partner is deemed to have notice of a dissociation	1594
ninety days after a statement of dissociation is filed.	1595

Sec. 1776.58. Continued use of a partnership name, or a	1596
dissociated partner's name as part thereof, by partners continuing	1597
the business does not of itself make the dissociated partner	1598
liable for an obligation of the partners or the partnership	1599
continuing the business.	1600

Sec. 1776.61. A partnership is dissolved, and the	1601
partnership's business shall be wound up, only upon the occurrence	1602
of any of the following events:	1603

(A) In a partnership at will, the partnership's having notice	1604
from a partner, other than a partner who is dissociated under	1605
divisions (B) to (J) of section 1776.51 of the Revised Code, of	1606
that partner's express will to withdraw immediately as a partner,	1607
or at a later date as specified by the partner;	1608

(B) In a partnership for a definite term or particular	1609
undertaking, any of the following applies:	1610

(1) Within ninety days after a partner's dissociation by	1611
death or otherwise under divisions (F) to (J) of section 1776.51	1612
of the Revised Code or wrongful dissociation under division (B) of	1613
section 1776.52 of the Revised Code, it is the express will of at	1614
least half of the remaining partners to wind up the partnership	1615
business, for which purpose a partner's rightful dissociation	1616
pursuant to division (B)(2)(a) of section 1776.52 of the Revised	1617
Code constitutes that partner's expression of a will to wind up	1618
the partnership business.	1619

(2) It is the express will of all of the partners to wind up	1620
the partnership business.	1621

(3) The term has expired or the undertaking is complete.

1622

(C) An event agreed to in the partnership agreement resulting	1623
in the winding up of the partnership business;	1624

(D) An event that makes it unlawful for all or substantially	1625
all of the business of the partnership to be continued, but a cure	1626
of illegality within ninety days after notice to the partnership	1627
of the event is effective retroactively to the date of the event	1628
for purposes of this section;	1629

(E) On application by a partner, a determination by a	1630
tribunal that any of the following is true:	1631

(1) The economic purpose of the partnership is likely to be	1632
unreasonably frustrated.	1633

(2) Another partner has engaged in conduct relating to the	1634
partnership business which makes it not reasonably practicable to	1635
carry on the business in partnership with that partner.	1636

(3) It is not otherwise reasonably practicable to carry on	1637
the partnership business in conformity with the partnership	1638
agreement.	1639

(F) On application by a transferee of a partner's economic	1640
interest, a tribunal determines that it is equitable to wind up	1641
the partnership business at either of the following times:	1642

(1) After the expiration of the term or completion of the	1643
undertaking, if the partnership was for a definite term or	1644
particular undertaking at the time of the transfer or entry of the	1645
charging order that gave rise to the transfer;	1646

(2) At any time, if the partnership was a partnership at will	1647
at the time of the transfer or entry of the charging order that	1648
gave rise to the transfer.	1649

Sec. 1776.62. (A) Subject to division (B) of this section, a	1650
partnership may continue after dissolution only for the purpose of	1651
winding up its business. The partnership is terminated when its	1652
business is completed.	1653

(B) At any time after the dissolution of a partnership and	1654
before the winding up of its business is completed, all of the	1655
partners, including any dissociating partner other than a	1656
wrongfully dissociating partner, may waive the right to have the	1657
partnership's business wound up and the partnership terminated. In	1658
that event, both of the following apply:	1659

(1) The partnership shall resume carrying on its business as	1660
if dissolution had never occurred, and any liability incurred by	1661
the partnership or a partner after the dissolution and before the	1662
waiver is determined as if dissolution had never occurred.	1663

(2) The dissolution shall not affect the rights of a third	1664
party accruing under division (A) of section 1776.64 of the	1665
Revised Code or arising out of conduct in reliance on the	1666
dissolution if those rights accrued or arose before the third	1667
party knew or received a notification of the waiver.	1668

Sec. 1776.63. (A) After dissolution, a partner who has not	1669
wrongfully dissociated may participate in winding up the	1670
partnership's business, but on the application of any partner, a	1671
partner's legal representative, or a transferee, the court of	1672
common pleas for good cause shown, may order judicial supervision	1673
of the winding up.	1674

(B) The legal representative of the last surviving partner	1675
may wind up a partnership's business.	1676

(C) A person winding up a partnership's business may preserve	1677
the partnership business or property as a going concern for a	1678
reasonable time, prosecute and defend actions and proceedings,	1679
whether civil, criminal, or administrative, settle and close the	1680
partnership's business, dispose of and transfer the partnership's	1681
property, discharge or make reasonable provision for the	1682
partnership's liabilities, distribute the assets of the	1683
partnership pursuant to section 1776.67 of the Revised Code,	1684
settle disputes by mediation or arbitration, and perform other	1685
necessary acts.	1686

Sec. 1776.64. Subject to section 1776.65 of the Revised Code,	1687
a partnership is bound by a partner's act after dissolution under	1688
either of the following conditions:	1689

(A) The act is appropriate for winding up the partnership	1690
business.	1691

(B) If the other party to the transaction did not have	1692
notice of the dissolution, the act would have bound the	1693
partnership under section 1776.31 of the Revised Code before	1694
dissolution.	1695

Sec. 1776.65. (A) After dissolution, a partner who has not	1696
wrongfully dissociated may file a statement of dissolution stating	1697
the name of the partnership and that the partnership has dissolved	1698
and is winding up its business.	1699

(B) A statement of dissolution cancels a filed statement of	1700
partnership authority for the purposes of division (D) of section	1701
1776.33 of the Revised Code and is a limitation on such authority	1702
for the purposes of division (E) section 1776.33 of the Revised	1703
Code.	1704

(C) For the purposes of sections 1776.31 and 1776.64 of the	1705
Revised Code, a person not a partner is deemed to have notice of	1706
the dissolution and the limitation on the partners' authority as a	1707
result of the statement of dissolution ninety days after it is	1708
filed.	1709

(D) After filing and recording any appropriate statement of	1710
dissolution, a dissolved partnership may file, and as appropriate,	1711
record a statement of partnership authority which will operate	1712
with respect to a person not a partner as provided in divisions	1713
(D) and (E) of section 1776.33 of the Revised Code in any	1714
transaction, whether or not the transaction is appropriate for	1715
winding up the partnership business.	1716

Sec. 1776.66. (A) Except as otherwise provided in division	1717
(B) of this section and in section 1776.36 of the Revised Code,	1718
after dissolution a partner is liable to the other partners for	1719
the partner's share of any partnership liability incurred under	1720
section 1776.64 of the Revised Code.	1721

(B) A partner who, with knowledge of the dissolution, incurs	1722
a partnership liability under division (B) of section 1776.64 of	1723
the Revised Code by an act that is not appropriate for winding up	1724
the partnership business is liable to the partnership for any	1725
damage caused to the partnership arising from the liability.	1726

Sec. 1776.67. (A) In winding up a partnership's business, any	1727
assets of the partnership, including the contributions this	1728
section requires the partners to make, shall be applied to	1729
discharge or make reasonable provision for its obligations to	1730
creditors, including, to the extent permitted by law, partners	1731
who are creditors. Any surplus shall be applied to pay in cash	1732
the net amount distributable to partners in accordance with their	1733
right to distributions under division (B) of this section.	1734

(B) Each partner is entitled to a settlement of all	1735
partnership accounts upon winding up the partnership business. In	1736
settling accounts among the partners, profits and losses that	1737
result from the liquidation of the partnership assets shall be	1738
credited and charged to the partners' accounts. The partnership	1739
shall make a distribution to a partner in an amount equal to any	1740
excess of the credits over the charges in the partner's account.	1741

(C) A partner shall contribute to the partnership an amount	1742
equal to any excess of the charges over the credits in the	1743
partner's account but excluding from the calculation charges	1744
attributable to an obligation for which the partner is not	1745
personally liable under section 1776.36 of the Revised Code.	1746

(D) If a partner fails to contribute the full amount required	1747
under division (C) of this section, all of the other partners	1748
shall contribute, in the proportions in which those partners share	1749
partnership losses, the additional amount necessary to satisfy the	1750
partnership obligations for which they are personally liable under	1751
section 1776.36 of the Revised Code.	1752

(E) The estate of a deceased partner is liable for the	1753
partner's obligation to contribute to the partnership.	1754

(F) A partner or partner's legal representative may recover	1755
from the other partners any contributions the partner has made to	1756
the extent the amount contributed exceeds that partner's share of	1757
the partnership obligations for which the partner is personally	1758
liable under section 1776.36 of the Revised Code.	1759

(G) After the settlement of accounts, each partner shall	1760
contribute, in the proportion in which the partner shares	1761
partnership losses, the amount necessary to satisfy, or make	1762
reasonable provision for, partnership obligations that were not	1763
known at the time of the settlement and for which the partner is	1764
personally liable under section 1776.36 of the Revised Code.	1765

(H) An assignee for the benefit of creditors of a partnership	1766
or a partner, or a person a court appoints to represent creditors	1767
of a partnership or a partner, may enforce a partner's obligation	1768
to contribute to the partnership.	1769

Sec. 1776.68. (A)(1) Pursuant to a written agreement of	1770
merger between the constituent entities as this section provides,	1771
a domestic partnership and one or more additional domestic	1772
partnerships or other domestic or foreign entities may be merged	1773
into a surviving domestic partnership. Pursuant to a written	1774
agreement of consolidation between the constituent entities, two	1775
or more domestic or foreign entities may be consolidated into a	1776
new domestic partnership formed by that consolidation.	1777

(2) When a constituent entity is formed or organized under	1778
the laws of any state other than this state or under any chapter	1779
of the Revised Code other than this chapter, no merger or	1780
consolidation may occur pursuant to this section unless permitted	1781
under the chapter of the Revised Code under which each domestic	1782
constituent entity exists and the laws under which each foreign	1783
constituent entity exists.	1784

(B) Any written agreement of merger or consolidation of	1785
constituent entities into a surviving or new domestic partnership	1786
shall set forth all of the following:	1787

(1) The name and the form of entity of each constituent	1788
entity, the state under the laws of which each constituent entity	1789
exists, and the name of the surviving or new domestic partnership;	1790

(2) In the case of a merger, that one or more specified	1791
constituent entities is being merged into a specified surviving	1792
domestic partnership, and, in the case of a consolidation, that	1793
the constituent entities are being consolidated into a new	1794
domestic partnership;	1795

(3) All statements and matters required to be set forth in an	1796
agreement of merger or consolidation by the laws under which each	1797
constituent entity exists;	1798

(4) In the case of a consolidation, the partnership agreement	1799
of the new domestic partnership or a provision that the written	1800
partnership agreement of a specified constituent partnership, a	1801
copy of which partnership agreement shall be attached to the	1802
agreement of consolidation, with any amendments that are set forth	1803
in the agreement of consolidation, shall be the agreement of	1804
partnership of the new domestic partnership;	1805

(5) In the case of a merger, any changes in the general	1806
partners of the surviving domestic partnership and, in the case of	1807
a consolidation, the general partners of the new domestic	1808
partnership or a provision specifying the general partners of one	1809
or more specified constituent partnerships that constitute the	1810
initial general partners of the new domestic partnership;	1811

(6) The terms of the merger or consolidation, the mode of	1812
carrying the terms into effect, and the manner and basis of	1813
converting the interests or shares in the constituent entities	1814
into, or exchanging the interests or shares in the constituent	1815
entities for, any interests, evidences of indebtedness, other	1816
securities, cash, rights, any other property, or any combination	1817
of property of the surviving domestic partnership, the new	1818
domestic partnership, or any other entity. No such conversion or	1819
exchange shall be effected if there are reasonable grounds to	1820
believe that the conversion or exchange would render the surviving	1821
or new domestic partnership unable to pay its obligations as they	1822
become due in the usual course of its affairs.	1823

(C) The written agreement of merger or consolidation of	1824
constituent entities into a surviving or new domestic partnership	1825
may set forth any of the following:	1826

(1) The effective date of the merger or consolidation, which	1827
date may be on or after the date of the filing of the certificate	1828
of merger or consolidation;	1829

(2) A provision authorizing one or more of the constituent	1830
entities to abandon the proposed merger or consolidation prior to	1831
filing the certificate of merger or consolidation pursuant to	1832
section 1776.70 of the Revised Code by action of the partners of a	1833
constituent partnership, the directors of a constituent	1834
corporation, or the comparable representatives of any other	1835
constituent entity;	1836

(3) In the case of a merger, any amendments to the	1837
partnership agreement of the surviving domestic partnership, or a	1838
provision that the written partnership agreement of a specified	1839
constituent partnership other than the surviving domestic	1840
partnership, with any amendments that are set forth in the	1841
agreement of merger, shall be the partnership agreement of the	1842
surviving domestic partnership;	1843

(4) A statement of, or a statement of the method of	1844
determining, the fair value of the assets to be owned by the	1845
surviving domestic partnership;	1846

(5) The parties to the agreement of merger or consolidation	1847
in addition to the constituent entities;	1848

(6) Any additional provision necessary or desirable with	1849
respect to the proposed merger or consolidation.	1850

(D) To effect the merger or consolidation, the agreement of	1851
merger or consolidation shall be adopted by the partners of each	1852
constituent domestic partnership, including the surviving domestic	1853
partnership in the case of a merger, and shall be adopted by or	1854
otherwise authorized by or on behalf of each other constituent	1855
entity in accordance with the laws under which it exists.	1856

(E) All partners, whether or not they are entitled to vote or	1857
act, shall be given written notice of any meeting of the general	1858
partners of a constituent domestic partnership or of any proposed	1859
action by the general partners of a constituent domestic	1860
partnership, which meeting or action is to adopt an agreement of	1861
merger or consolidation. The notice shall be given either by mail	1862
at the address on the records of the partnership or in person.	1863
Unless the partnership agreement provides a shorter or longer	1864
period, the notice shall be given not less than seven and not more	1865
than sixty days before the meeting or the effective date of the	1866
action. The notice shall be accompanied by a copy or a summary of	1867
the material provisions of the agreement of merger or	1868
consolidation.	1869

(F)(1) The unanimous vote or action of the partners or such	1870
different number or proportion as provided in writing in the	1871
partnership agreement is required to adopt an agreement of merger	1872
or consolidation pursuant to this section. If the agreement of	1873
merger or consolidation would effect or authorize any action that	1874
under any applicable provision of law or the partnership agreement	1875
could be effected or authorized only pursuant to a specified vote	1876
or action of the partners, or of any class or group of partners,	1877
the same vote or action as required to effect that change or	1878
authorize that action is required to adopt or approve the	1879
agreement of merger or consolidation.	1880

(2) An agreement of merger or consolidation is not effective	1881
against a person who would continue to be or who would become a	1882
general partner of a partnership that is the surviving or new	1883
entity in a merger or consolidation unless that person	1884
specifically agrees in writing either to continue or to become, as	1885
the case may be, a general partner of the partnership that is the	1886
surviving or new entity.	1887

(G)(1) At any time before the filing of the certificate of	1888
merger or consolidation pursuant to section 1776.70 of the Revised	1889
Code, if the agreement of merger or consolidation so authorizes,	1890
the partners of any constituent partnership, the directors of any	1891
constituent corporation, or the comparable representatives of any	1892
other constituent entity may abandon the merger or consolidation	1893
by the same vote or action as was required to adopt the agreement	1894
of merger or consolidation.	1895

(2) The agreement of merger or consolidation may contain a	1896
provision authorizing less than all of the partners of any	1897
constituent partnership, the directors of any constituent	1898
corporation, or the comparable representatives of any other	1899
constituent entity to amend the agreement of merger or	1900
consolidation at any time before the filing of the certificate of	1901
merger or consolidation, except that, after the adoption of the	1902
agreement of merger or consolidation by the partners of any	1903
constituent domestic partnership, only with the approval of all of	1904
the partners may an agreement of merger or consolidation be	1905
amended to do any of the following:	1906

(a) Alter or change the amount or kind of interests, shares,	1907
evidences of indebtedness, other securities, cash, rights, or any	1908
other property to be received by partners of the constituent	1909
domestic partnership in conversion of, or in exchange for, their	1910
interests;	1911

(b) Alter or change any term of the partnership agreement of	1912
the surviving or new domestic partnership, except for alterations	1913
or changes that could be adopted by those partners by the terms of	1914
the partnership agreement of the surviving or new domestic	1915
partnership as would be in effect after the merger or	1916
consolidation;	1917

(c) Alter or change any other terms and conditions of the	1918
agreement of merger or consolidation if any of the alterations or	1919
changes, alone or in the aggregate, would materially adversely	1920
affect the partners or any class or group of partners of the	1921
constituent domestic partnership.	1922

Sec. 1776.69. (A) Pursuant to a written agreement of merger	1923
or consolidation between the constituent entities as this section	1924
provides, a domestic partnership and one or more additional	1925
domestic or foreign entities may merge into a surviving entity	1926
other than a domestic partnership, or a domestic partnership	1927
together with one or more additional domestic or foreign entities	1928
may consolidate into a new entity, other than a domestic	1929
partnership, that is formed by the consolidation. No merger or	1930
consolidation may be carried out pursuant to this section unless	1931
it is permitted by the Revised Code chapter under which each	1932
domestic constituent entity exists and by the laws under which	1933
each foreign constituent entity exists.	1934

(B) Any written agreement of any merger or consolidation	1935
shall set forth all of the following:	1936

(1) The name and the form of entity of each constituent	1937
entity and the state under the laws of which each constituent	1938
entity exists;	1939

(2) In the case of a merger, that one or more specified	1940
constituent domestic partnerships and other specified constituent	1941
entities will be merged into a specified surviving foreign entity	1942
or surviving domestic entity other than a domestic partnership,	1943
or, in the case of a consolidation, that the constituent entities	1944
will be consolidated into a new foreign entity or a new domestic	1945
entity other than a domestic partnership;	1946

(3) If the surviving or new entity is a foreign partnership,	1947
all statements and matters that section 1776.68 of the Revised	1948
Code would require if the surviving or new entity were a domestic	1949
partnership;	1950

(4) The name and the form of entity of the surviving or new	1951
entity, the state under the laws of which the surviving entity	1952
exists or the new entity is to exist, and the location of the	1953
principal office of the surviving or new entity;	1954

(5) Any additional statements and matters required to be set	1955
forth in an agreement of merger or consolidation by the laws under	1956
which each constituent entity exists and, in the case of a	1957
consolidation, the new entity is to exist;	1958

(6) If the surviving or new entity is a foreign entity, the	1959
consent of the surviving or new foreign entity to be sued and	1960
served with process in this state and the irrevocable appointment	1961
of the secretary of state as its agent to accept service of	1962
process in any proceeding in this state to enforce against the	1963
surviving or new foreign entity any obligation of any constituent	1964
domestic partnership or to enforce the rights of a dissenting	1965
partner of any constituent domestic partnership;	1966

(7) If the surviving or new entity is a foreign corporation	1967
that desires to transact business in this state as a foreign	1968
corporation, a statement to that effect, together with a statement	1969
regarding the appointment of a statutory agent and service of any	1970
process, notice, or demand upon that statutory agent or the	1971
secretary of state, as required when a foreign corporation applies	1972
for a license to transact business in this state;	1973

(8) If the surviving or new entity is a foreign limited	1974
partnership that desires to transact business in this state as a	1975
foreign limited partnership, a statement to that effect, together	1976
with all of the information required under section 1782.49 of the	1977
Revised Code when a foreign limited partnership registers to	1978
transact business in this state;	1979

(9) If the surviving or new entity is a foreign limited	1980
liability company that desires to transact business in this state	1981
as a foreign limited liability company, a statement to that	1982
effect, together with all of the information required under	1983
section 1705.54 of the Revised Code when a foreign limited	1984
liability company registers to transact business in this state;	1985

(10) If the surviving or new entity is a foreign limited	1986
liability partnership that desires to transact business in this	1987
state as a foreign limited liability partnership, a statement to	1988
that effect, together with all of the information required under	1989
section 1775.64 of the Revised Code when a foreign limited	1990
liability partnership registers to transact business in this	1991
state.	1992

(C) The written agreement of merger or consolidation also may	1993
set forth any additional provision permitted by the laws of any	1994
state under the laws of which any constituent entity exists,	1995
consistent with the laws under which the surviving entity exists	1996
or the new entity is to exist.	1997

(D) To effect the merger or consolidation, the partners of	1998
each constituent domestic partnership shall adopt an agreement of	1999
merger or consolidation in the same manner and with the same	2000
notice to and vote or action of partners or of a particular class	2001
or group of partners as section 1776.68 of the Revised Code	2002
requires. The agreement of merger or consolidation also shall be	2003
approved or otherwise authorized by or on behalf of each	2004
constituent entity in accordance with the laws under which it	2005
exists. An agreement of merger or consolidation is not effective	2006
against a person who would continue to be or who would become a	2007
general partner of a partnership that is the surviving or new	2008
entity in a merger or consolidation unless that person	2009
specifically agrees in writing either to continue or to become, as	2010
the case may be, a general partner of the surviving or new entity.	2011

(E)(1) At any time before filing the certificate of merger or	2012
consolidation pursuant to section 1776.70 of the Revised Code, if	2013
the agreement of merger or consolidation permits, the partners of	2014
any constituent partnership, the directors of any constituent	2015
corporation, or the comparable representatives of any other	2016
constituent entity may abandon the merger or consolidation.	2017

(2) The agreement of merger or consolidation may authorize	2018
less than all of the partners of any constituent partnership, the	2019
directors of any constituent corporation, or the comparable	2020
representatives of any other constituent entity to amend the	2021
agreement of merger or consolidation at any time before the filing	2022
of the certificate of merger or consolidation, except that, after	2023
the adoption of the agreement of merger or consolidation by the	2024
partners of any constituent domestic partnership, only with the	2025
approval of all the partners may any agreement of merger or	2026
consolidation be amended to do any of the following:	2027

(a) Alter or change the amount or kind of interests, shares,	2028
evidences of indebtedness, other securities, cash, rights, or any	2029
other property to be received by partners of the constituent	2030
domestic partnership in conversion of or in exchange for their	2031
interests;	2032

(b) If the surviving or new entity is a partnership, alter or	2033
change any term of the partnership agreement of the surviving or	2034
new partnership, except for alterations or changes that could be	2035
adopted by those partners by the terms of the partnership	2036
agreement of the surviving or new partnership as would be in	2037
effect after the merger or consolidation;	2038

(c) If the surviving or new entity is a corporation or any	2039
other entity other than a partnership, alter or change any term of	2040
the articles or comparable instrument of the surviving or new	2041
corporation or entity, except for alterations or changes that	2042
otherwise could be adopted by the directors or comparable	2043
representatives of the surviving or new corporation or entity;	2044

(d) Alter or change any other terms and conditions of the	2045
agreement of merger or consolidation if any of the alterations or	2046
changes, alone or in the aggregate, would materially adversely	2047
affect the partners or any class or group of partners of the	2048
constituent domestic partnership.	2049

Sec. 1776.70. (A) Upon the adoption by each constituent	2050
entity of an agreement of merger or consolidation pursuant to	2051
section 1776.68 or 1776.69 of the Revised Code, the resulting	2052
entity shall file a certificate of merger or consolidation with	2053
the secretary of state, unless the only constituent entities that	2054
are domestic entities are partnerships, and in the case of a	2055
consolidation, the resulting entity is a domestic partnership, in	2056
which case the filing of a certificate of merger is optional. Any	2057
certificate shall be on a form the secretary of state prescribes,	2058
signed by an authorized representative of each constituent	2059
entity, and set forth only the information this section requires.	2060

(B)(1) The certificate of merger or consolidation shall set	2061
forth all of the following:	2062

(a) The name and the form of entity of each constituent	2063
entity and the state under the laws of which each constituent	2064
entity exists;	2065

(b) A statement that each constituent entity has complied	2066
with all of the laws under which it exists and that the laws	2067
permit the merger or consolidation;	2068

(c) The name and mailing address of the person or entity that	2069
is to provide, in response to any written request made by a	2070
shareholder, partner, or other equity holder of a constituent	2071
entity, a copy of the agreement of merger or consolidation;	2072

(d) The effective date of the merger or consolidation, which	2073
date shall be on or after the date of the filing of the	2074
certificate;	2075

(e) The signature of the representative or representatives	2076
authorized to sign the certificate on behalf of each constituent	2077
entity and the office held or the capacity in which the	2078
representative is acting;	2079

(f) A statement that the agreement of merger or consolidation	2080
is authorized on behalf of each constituent entity and that each	2081
person who signed the certificate on behalf of each entity is	2082
authorized to do so;	2083

(g) In the case of a merger, a statement that one or more	2084
specified constituent entities will be merged into a specified	2085
surviving entity or, in the case of a consolidation, a statement	2086
that the constituent entities will be consolidated into a new	2087
entity;	2088

(h) The name and form of the surviving entity in the case of	2089
a merger or the name and form of the new entity in the case of a	2090
consolidation;	2091

(i) In the case of a merger, if the surviving entity is a	2092
foreign entity not licensed to transact business in this state,	2093
the name and address of the statutory agent upon whom any process,	2094
notice, or demand may be served;	2095

(j) In the case of a consolidation, the name and address of	2096
the statutory agent upon whom any process, notice, or demand	2097
against any constituent entity or the new entity may be served.	2098

(2) In the case of a consolidation into a new domestic	2099
corporation, limited liability company, or limited partnership,	2100
the articles of incorporation, the articles of organization, or	2101
the certificate of limited partnership of the new domestic entity	2102
shall be filed with the certificate of consolidation.	2103

(3) In the case of a merger into a domestic corporation,	2104
limited liability company, or limited partnership, any amendments	2105
to the articles of incorporation, articles of organization, or	2106
certificate of limited partnership of the surviving domestic	2107
entity shall be filed with the certificate of merger.	2108

(4) If the surviving or new entity is a foreign entity that	2109
desires to transact business in this state as a foreign	2110
corporation, limited liability company, limited partnership, or	2111
limited liability partnership, the certificate of merger or	2112
consolidation shall be accompanied by the information required by	2113
division (B)(7), (8), (9), or (10) of section 1776.69 of the	2114
Revised Code.	2115

(5) If a domestic corporation or a foreign corporation	2116
licensed to transact business in this state is a constituent	2117
entity and the surviving or new entity resulting from the merger	2118
or consolidation is not a domestic corporation or a foreign	2119
corporation that is to be licensed to transact business in this	2120
state, the certificate of merger or consolidation shall be	2121
accompanied by the affidavits, receipts, certificates, or other	2122
evidence required by division (H) of section 1701.86 of the	2123
Revised Code, with respect to each domestic constituent	2124
corporation, and by the affidavits, receipts, certificates, or	2125
other evidence required by division (C) or (D) of section 1703.17	2126
of the Revised Code, with respect to each foreign constituent	2127
corporation licensed to transact business in this state.	2128

(C) If any constituent entity in a merger or consolidation is	2129
organized or formed under the laws of a state other than this	2130
state or under any chapter of the Revised Code other than this	2131
chapter, there also shall be filed in the proper office all	2132
documents that are required to be filed in connection with the	2133
merger or consolidation by the laws of that state or by that	2134
chapter.	2135

(D)(1) Upon the filing of a certificate of merger or	2136
consolidation and other filings as described in division (C) of	2137
this section, or at any later date that the certificate of merger	2138
or consolidation specifies, the merger or consolidation is	2139
effective, subject to the limitation specified in division (B)(6)	2140
of section 1776.68 of the Revised Code.	2141

(2) If domestic partnerships are the only domestic entities	2142
that are constituent entities or the resulting entity in a merger	2143
or consolidation, and the agreement of merger or consolidation	2144
provides for a means of determining when the merger becomes	2145
effective, other than based upon the filing of a certificate of	2146
merger, the merger becomes effective at the time determined in	2147
accordance with the agreement of merger or consolidation.	2148

(E)(1) Upon request and payment of the fee division (K)(2) of	2149
section 111.16 of the Revised Code specifies, the secretary of	2150
state shall furnish a certificate setting forth the name and form	2151
of entity of each constituent entity and the states under the laws	2152
of which each constituent entity existed prior to the merger or	2153
consolidation, the name and the form of entity of the surviving or	2154
new entity and the state under the laws of which the surviving	2155
entity exists or the new entity is to exist, the date of filing of	2156
the certificate of merger or consolidation with the secretary of	2157
state, and the effective date of the merger or consolidation.	2158

(2) The certificate of the secretary of state, or a copy of	2159
the certificate of merger or consolidation certified by the	2160
secretary of state, may be filed for record in the office of the	2161
recorder of any county in this state and, if filed, shall be	2162
recorded in the records of deeds for that county. For that	2163
recording, the county recorder shall charge and collect the same	2164
fee as in the case of deeds.	2165

Sec. 1776.71. (A) When a merger or consolidation becomes	2166
effective, all of the following apply:	2167

(1) The separate existence of each constituent entity other	2168
than the surviving entity in a merger shall cease, except that	2169
whenever a conveyance, assignment, transfer, deed, or other	2170
instrument or act is necessary to vest property or rights in the	2171
surviving or new entity, the partners, officers, or other	2172
authorized representatives of the respective constituent entities	2173
shall execute, acknowledge, and deliver those instruments and do	2174
those acts. For these purposes, the existence of the constituent	2175
entities and the authority of their respective partners, officers,	2176
directors, or other representatives continue notwithstanding the	2177
merger or consolidation.	2178

(2) In a consolidation, the new entity exists when the	2179
consolidation becomes effective. If the new entity is a domestic	2180
partnership, its original partnership agreement is the written	2181
partnership agreement that is contained in or provided for in the	2182
agreement of consolidation.	2183

(3) In a merger in which the surviving entity is a	2184
partnership, the written partnership agreement of the surviving	2185
partnership that is in effect immediately prior to the time the	2186
merger becomes effective is its partnership agreement after the	2187
merger except as otherwise provided in the agreement of merger.	2188

(4) The surviving or new entity possesses all of the	2189
following, and all of the following are vested in the surviving	2190
or new entity without any further act or deed:	2191

(a) Except to the extent limited by the mandatory provisions	2192
of applicable law:	2193

(i) All assets and property of every description of each	2194
constituent entity, and every interest in the assets and property	2195
of each constituent entity, wherever the assets, property, and	2196
interests are located. Title to any real estate or any interest in	2197
real estate that was vested in any constituent entity does not	2198
revert and is not in any way impaired by reason of the merger or	2199
consolidation.	2200

(ii) The rights, privileges, immunities, powers, franchises,	2201
and authority, whether of a public or private nature, of each	2202
constituent entity.	2203

(b) All obligations belonging to or due to each constituent	2204
entity.	2205

(5) The surviving or new entity is liable for all the	2206
obligations of each constituent entity, including liability to	2207
dissenting partners, dissenting shareholders, or other dissenting	2208
equity holders. Any claim existing or any action or proceeding	2209
pending by or against any constituent entity may be prosecuted to	2210
judgment with right of appeal as if the merger or consolidation	2211
had not taken place, or the surviving or new entity may be	2212
substituted in place of any constituent entity.	2213

(6) All the rights of creditors of each constituent entity	2214
are preserved unimpaired, and all liens upon the property of any	2215
constituent entity are preserved unimpaired, on only the property	2216
affected by those liens immediately before the effective date of	2217
the merger or consolidation. When a partner of a constituent	2218
partnership is not a general partner of the entity surviving or	2219
the new entity resulting from the merger or consolidation, the	2220
former general partner is deemed to have dissociated as of that	2221
effective date of the merger or consolidation and the former	2222
general partner's liability to third parties is determined in	2223
accordance with section 1776.56 of the Revised Code. The filing of	2224
a certificate of merger from which it is clear that the former	2225
general partner is no longer a general partner has the effect	2226
provided by the filing of a statement of dissociation as provided	2227
in section 1776.57 of the Revised Code.	2228

(B) When a general partner of a constituent partnership is	2229
not a general partner of the entity surviving or the new entity	2230
resulting from the merger or consolidation, unless that general	2231
partner agrees otherwise in writing, the surviving or new entity	2232
shall indemnify the general partner against all present or future	2233
liabilities of the constituent partnership of which the general	2234
partner was a general partner. Any amount payable pursuant to	2235
section 1776.77 of the Revised Code to a partner of the	2236
constituent partnership in which that general partner was a	2237
partner is a present liability of that constituent partnership.	2238

(C) In the case of a merger of a constituent domestic	2239
partnership into a foreign surviving corporation, limited	2240
liability company, limited partnership, or limited liability	2241
partnership that is not licensed or registered to transact	2242
business in this state, or a consolidation of a constituent	2243
domestic partnership into a new foreign corporation, limited	2244
liability company, limited partnership, or limited liability	2245
partnership when the surviving or new entity intends to transact	2246
business in this state and the certificate of merger or	2247
consolidation is accompanied by the information described in	2248
division (B)(4) of section 1776.70 of the Revised Code, then on	2249
the effective date of the merger or consolidation the surviving or	2250
new entity shall be considered to have complied with the	2251
requirements for procuring a license or for registration to	2252
transact business in this state as a foreign corporation, limited	2253
liability company, or limited partnership, as the case may be. In	2254
such a case, a copy of the certificate of merger or consolidation	2255
certified by the secretary of state constitutes the license	2256
certificate prescribed for a foreign corporation or the	2257
application for registration prescribed for a foreign limited	2258
liability company or foreign limited partnership.	2259

(D) Any action to set aside any merger or consolidation on	2260
the ground that any section of the Revised Code applicable to the	2261
merger or consolidation has not been complied with shall be	2262
brought within ninety days after the effective date of the merger	2263
or consolidation or forever be barred.	2264

(E) When an entity is organized or existing under the laws of	2265
any state other than this state, this section is subject to the	2266
laws of that state or in which the entity has property.	2267

Sec. 1776.72. (A) Subject to division (B)(2) of this section,	2268
pursuant to a written declaration of conversion as provided in	2269
this section, a domestic or foreign entity other than a domestic	2270
partnership may be converted into a domestic partnership if that	2271
conversion is permitted by any section of the Revised Code or the	2272
laws under which the converting entity exists.	2273

(B)(1) The written declaration of conversion shall set forth	2274
all of the following:	2275

(a) The name and form of entity that is being converted, the	2276
name of the entity into which the entity is being converted, and	2277
the jurisdiction of formation of the converting entity;	2278

(b) If the converted entity is a limited liability	2279
partnership, the converted entity's registration application;	2280

(c) The partnership agreement of the converted domestic	2281
partnership or a provision that the written agreement of the	2282
converting entity, a copy of which shall be attached to the	2283
declaration of conversion, with any amendments that are set forth	2284
in the declaration of conversion, is the agreement of the	2285
resulting converted domestic partnership;	2286

(d) The general partners of the converted partnership;

2287

(e) All statements and matters required to be set forth in an	2288
instrument of conversion by the laws under which the converting	2289
entity exists;	2290

(f) The terms of the conversion, the mode of carrying those	2291
terms into effect, and the manner and basis of converting the	2292
interests or shares of the converting entity into, or exchanging	2293
the interests or shares in the converting entity for, interests,	2294
evidences of indebtedness, other securities, cash, rights, or any	2295
other property or any combination of interests, evidences of	2296
indebtedness, other securities, cash, rights, or any other	2297
property of the converted partnership.	2298

(2) No conversion or exchange described in this section shall	2299
be effected if there are reasonable grounds to believe that the	2300
conversion or exchange would render the converted partnership	2301
unable to pay its obligations as they become due in the usual	2302
course of its affairs.	2303

(C) The written declaration of conversion may set forth any	2304
of the following:	2305

(1) The effective date of the conversion, to be on or after	2306
the date of the filing of the certificate of conversion pursuant	2307
to section 1776.74 of the Revised Code;	2308

(2) A provision authorizing the converting entity to abandon	2309
the proposed conversion by an action that is taken prior to the	2310
filing of the certificate of conversion pursuant to section	2311
1776.74 of the Revised Code;	2312

(3) A statement of, or a statement of the method to be used	2313
to determine, the fair value of the assets owned by the converting	2314
entity at the time of the conversion;	2315

(4) The parties to the declaration of conversion in addition	2316
to the converting entity;	2317

(5) Any additional provision necessary or desirable with	2318
respect to the proposed conversion or the converted entity.	2319

(D) At any time before the filing of the certificate of	2320
conversion pursuant to section 1776.74 of the Revised Code, the	2321
conversion may be abandoned by any representatives authorized to	2322
do so by the declaration of conversion, or by the same vote as was	2323
required to adopt the declaration of conversion.	2324

(E) Unless the converted entity is a limited liability	2325
partnership, each person that will be a partner of the partnership	2326
that is the converted entity specifically shall agree in writing	2327
to be a partner in the partnership that is the converted entity.	2328

Sec. 1776.73. (A) Except as otherwise provided in division	2329
(B)(2) of this section, a domestic partnership may be converted	2330
into a domestic or foreign entity other than a domestic	2331
partnership pursuant to a written declaration of conversion as	2332
this section provides if that conversion is permitted by the	2333
chapter of the Revised Code or by the laws under which the	2334
converted entity will exist.	2335

(B)(1) The written declaration of conversion shall set forth	2336
all of the following:	2337

(a) The name and form of entity that is being converted, the	2338
name of the entity into which the entity will be converted, the	2339
form of the converted entity, and the jurisdiction of formation of	2340
the converted entity;	2341

(b) If the converted entity is a domestic entity, the	2342
complete terms of all documents required under the applicable	2343
chapter of the Revised Code to form the converted entity;	2344

(c) If the converted entity is a foreign entity, all of the	2345
following:	2346

(i) The complete terms of all documents required under the	2347
law governing the converted entity's formation;	2348

(ii) The consent of the converted entity to be sued and	2349
served with process in this state, and the irrevocable	2350
appointment of the secretary of state as the agent of the	2351
converted entity to accept service of process in this state to	2352
enforce against the converted entity any obligation of the	2353
converting partnership or to enforce the rights of a dissenting	2354
partner of the converting partnership;	2355

(iii) If the converted entity desires to transact business in	2356
this state, the information required to qualify or be licensed	2357
under the applicable chapter of the Revised Code.	2358

(d) All other statements and matters required to be set forth	2359
in the declaration of conversion by the applicable chapter of the	2360
Revised Code if the converted entity is a domestic entity, or by	2361
the laws under which the converted entity will be formed, if the	2362
converted entity is a foreign entity;	2363

(e) The terms of the conversion, the mode of carrying those	2364
terms into effect, and the manner and basis of converting the	2365
interests of shares of the converting partnership into, or	2366
exchanging the interests in the converting partnership for,	2367
interests, evidences of indebtedness, other securities, cash,	2368
rights, or any other property or any combination of interests,	2369
evidences of indebtedness, other securities, cash, rights, or any	2370
other property of the converted entity.	2371

(2) No conversion or exchange described in this section shall	2372
be effected if there are reasonable grounds to believe that the	2373
conversion or exchange would render the converted entity unable to	2374
pay its obligations as the obligations become due in the usual	2375
course of its affairs.	2376

(C) The written declaration of conversion may set forth any	2377
of the following:	2378

(1) The effective date of the conversion, to be on or after	2379
the filing date of the certificate of conversion pursuant to	2380
section 1776.74 of the Revised Code;	2381

(2) A provision authorizing the converting partnership to	2382
abandon the proposed conversion by an action of the partners of	2383
the converting partnership that is taken prior to filing the	2384
certificate of conversion pursuant to section 1776.74 of the	2385
Revised Code;	2386

(3) A statement of, or a statement of the method to be used	2387
to determine, the fair value of the assets owned by the converting	2388
partnership at the time of the conversion;	2389

(4) A listing of the parties to the declaration of	2390
conversion, in addition to the converting entity;	2391

(5) Any additional provision necessary or desirable with	2392
respect to the proposed conversion or the converted entity.	2393

(D) No declaration of conversion is effective unless adopted	2394
by the partners.	2395

(E)(1) Each partner, whether or not entitled to vote or act,	2396
shall be given written notice of any meeting of partners of a	2397
partnership or any proposed action by the partners that is to	2398
adopt a declaration of conversion. The notice shall be given to	2399
the partners either as provided in writing in the partnership	2400
agreement, by mail at the address of each partner as it appears on	2401
the records of the partnership, or in person. Unless the	2402
partnership agreement provides a shorter or longer period, notice	2403
shall be given not less than seven nor more than sixty days before	2404
the meeting or the effective date of the action.	2405

(2) A copy or a summary of the material provisions of the	2406
declaration of conversion shall accompany the notice described in	2407
division (E)(1) of this section.	2408

(F) The unanimous vote or action of the partners of a	2409
converting partnership, or a different number or proportion as	2410
provided in writing in the partnership agreement, is required to	2411
adopt a declaration of conversion. If the declaration of	2412
conversion would effect or authorize any action that under any	2413
applicable law or the partnership agreement could be effected or	2414
authorized only pursuant to a specified vote or action of the	2415
partners or a class or group of partners, the same vote or action	2416
as would be required to effect that change or authorize that	2417
action is necessary to adopt or approve the declaration of	2418
conversion.	2419

(G)(1) At any time before the filing of the certificate of	2420
conversion pursuant to section 1776.74 of the Revised Code, the	2421
conversion may be abandoned by all of the partners of the	2422
converting partnership or by any representatives authorized to do	2423
so by the declaration of conversion, or by the same vote as was	2424
required to adopt the declaration of conversion.	2425

(2) The declaration of conversion may contain a provision	2426
authorizing less than all of the partners to amend the declaration	2427
of conversion at any time before the filing of the certificate of	2428
conversion pursuant to section 1776.74 of the Revised Code, except	2429
that after the partners adopt the declaration of conversion,	2430
approval of all of the partners is necessary to amend the	2431
declaration of conversion to do any of the following:	2432

(a) Alter or change the amount or kind of interests, shares,	2433
evidences of indebtedness, other securities, cash, rights, or any	2434
other property to be received by the partners of the converting	2435
partnership in conversion of, or exchange for, their interests;	2436

(b) Alter or change any term of the organizational documents	2437
of the converted entity except for alterations or changes that are	2438
adopted with the vote or action of the persons the vote or action	2439
of which would be required for the alteration or change after the	2440
conversion;	2441

(c) Alter or change any other terms and conditions of the	2442
declaration of conversion if any of the alterations or changes,	2443
alone or in the aggregate, materially and adversely would affect	2444
the partners or any class or group of partners of the converting	2445
partnership.	2446

Sec. 1776.74. (A) Upon the adoption of a declaration of	2447
conversion pursuant to section 1776.72 or 1776.73 of the Revised	2448
Code, or at a later time as authorized by the declaration of	2449
conversion, a certificate of conversion that is signed by an	2450
authorized representative of the converting entity shall be filed	2451
by the authorized representative with the secretary of state. The	2452
certificate shall be on a form prescribed by the secretary of	2453
state and shall set forth only the information required by this	2454
section.	2455

(B)(1) The certificate of conversion shall set forth all of	2456
the following:	2457

(a) The name and the form of entity of the converting entity	2458
and the state under the laws of which the converting entity	2459
exists;	2460

(b) A statement that the converting entity has complied with	2461
all of the laws under which it exists and that those laws permit	2462
the conversion;	2463

(c) The name and mailing address of the person or entity that	2464
is to provide a copy of the declaration of conversion in response	2465
to any written request made by a shareholder, partner, or member	2466
of the converting entity;	2467

(d) The effective date of the conversion, which date may be	2468
on or after the date of the filing of the certificate pursuant to	2469
this section;	2470

(e) The signature of the representative or representatives	2471
authorized to sign the certificate on behalf of the converting	2472
entity and the office held or the capacity in which the	2473
representative is acting;	2474

(f) A statement that the declaration of conversion is	2475
authorized on behalf of the converting entity and that each person	2476
who has signed the certificate on behalf of the converting entity	2477
is authorized to do so;	2478

(g) The name and the form of the converted entity and the	2479
state under the laws of which the converted entity will exist;	2480

(h) If the converted entity is a foreign entity that will not	2481
be licensed in this state, the name and address of the statutory	2482
agent upon whom any process, notice, or demand may be served.	2483

(2) In the case of a conversion into a new domestic	2484
corporation, limited liability company, limited partnership, or	2485
other partnership, any organizational document that would be filed	2486
upon the creation of the converted entity shall be filed with the	2487
certificate of conversion.	2488

(3) If the converted entity is a foreign entity that desires	2489
to transact business in this state, the certificate of conversion	2490
shall be accompanied by the information required by division	2491
(B)(7), (8), (9), or (10) of section 1776.69 of the Revised Code.	2492

(4) If a domestic corporation or a foreign corporation	2493
licensed to transact business in this state is the converting	2494
entity, the certificate of conversion shall be accompanied by the	2495
affidavits, receipts, certificates, or other evidence required by	2496
division (H) of section 1701.86 of the Revised Code with respect	2497
to a converting domestic corporation, or by the affidavits,	2498
receipts, certificates, or other evidence required by division (C)	2499
or (D) of section 1703.17 of the Revised Code with respect to a	2500
foreign corporation.	2501

(C) If the converting entity or the converted entity is	2502
organized or formed under the laws of a state other than this	2503
state or under any chapter of the Revised Code other than this	2504
chapter, all documents required to be filed in connection with the	2505
conversion by the laws of that state or that chapter also shall be	2506
filed in the proper office.	2507

(D) Upon the filing of a certificate of conversion and other	2508
filings required by division (C) of this section, or at any later	2509
date that the certificate of conversion specifies, the conversion	2510
is effective, subject to the limitation that no conversion shall	2511
be effected if there are reasonable grounds to believe that the	2512
conversion would render the converted entity unable to pay its	2513
obligations as the obligations become due in the usual course of	2514
the converted entity's affairs.	2515

(E) Upon request and payment of the fee specified in division	2516
(K)(2) of section 111.16 of the Revised Code, the secretary of	2517
state shall furnish a certificate setting forth all of the	2518
following:	2519

(1) The name and form of entity of the converting entity and	2520
the state under the laws of which it existed prior to the	2521
conversion;	2522

(2) The name and the form of entity of the converted entity	2523
and the state under the law of which it will exist;	2524

(3) The date of filing of the certificate of conversion with	2525
the secretary of state and the effective date of the conversion.	2526

(F) The certificate of the secretary of state or a copy of	2527
the certificate of conversion certified by the secretary of state,	2528
may be filed for record in the office of the recorder of any	2529
county in this state and, if filed, shall be recorded in the	2530
records of deeds for that county. For the recording, the county	2531
recorder shall charge and collect the same fee as in the case of	2532
deeds.	2533

Sec. 1776.75. (A) Upon a conversion becoming effective, all	2534
of the following apply:	2535

(1) The converting entity is continued in the converted	2536
entity.	2537

(2) The converted entity exists, and the converting entity	2538
ceases to exist.	2539

(3) The converted entity possesses both of the following and	2540
both of the following continue in the converted entity without any	2541
further act or deed:	2542

(a) Except to the extent limited by requirements of	2543
applicable law, both of the following:	2544

(i) All assets and property of every description of the	2545
converting entity and every interest in the assets and property of	2546
the converting entity, wherever the assets, property, and	2547
interests are located. Title to any real estate or any interest in	2548
real estate that was vested in the converting entity does not	2549
revert or in any way is impaired by reason of the conversion.	2550

(ii) The rights, privileges, immunities, powers, franchises,	2551
and authority, whether of a public or a private nature, of the	2552
converting entity.	2553

(b) All obligations belonging or due to the converting	2554
entity.	2555

(4) All the rights of creditors of the converting entity are	2556
preserved unimpaired, and all liens upon the property of the	2557
converting entity are preserved unimpaired. A general partner of a	2558
converting partnership who is not a general partner of the	2559
resulting entity is not liable for any obligation incurred after	2560
the conversion except for either of the following:	2561

(a) If the converted entity is a partnership, to the extent	2562
that a creditor of the converting partnership extends credit to	2563
the converted entity, reasonably believing that the former general	2564
partner continues as a general partner of the converted entity;	2565

(b) If the converted entity is not a partnership then to the	2566
extent provided in division (B) of section 1776.56 of the Revised	2567
Code, deeming for purpose of this division that a certificate of	2568
conversion constitutes a statement of dissociation under section	2569
1776.57 of the Revised Code.	2570

(B) If a general partner of a converting partnership is not a	2571
general partner of the resulting entity, unless that general	2572
partner agrees otherwise in writing, the converted entity shall	2573
indemnify the general partner against all present or future	2574
liabilities of the converting partnership of which the general	2575
partner was a general partner. Liabilities of the converting	2576
partnership, for purposes of division (B) of this section, include	2577
any amount payable pursuant to section 1776.77 of the Revised Code	2578
to a partner of the converting partnership.	2579

(C) In the case of a conversion into a foreign corporation,	2580
limited liability company, or limited liability partnership that	2581
is not licensed or registered to transact business in this state,	2582
if the converted entity intends to transact business in this	2583
state and the certificate of conversion is accompanied by the	2584
information described in division (B)(4) of section 1776.70 of	2585
the Revised Code, on the effective date of the conversion the	2586
converted entity is considered to have complied with the	2587
requirements for procuring a license or registration to transact	2588
business in this state as a foreign corporation, limited	2589
liability company, limited partnership, or limited liability	2590
partnership as the case may be. A copy of the certificate of	2591
conversion certified by the secretary of state constitutes the	2592
license certificate prescribed for a foreign corporation or the	2593
application for registration prescribed for a foreign limited	2594
liability company, foreign limited partnership, or foreign limited	2595
liability partnership.	2596

(D) Any action to set aside a conversion on the grounds of	2597
noncompliance with a section of the Revised Code that is	2598
applicable to the conversion shall be forever barred unless that	2599
action is brought within ninety days after the effective date of	2600
the conversion.	2601

(E) In the case of a converting or converted entity organized	2602
or existing under the laws of any state other than this state,	2603
this section is subject to the laws of the state under which that	2604
entity exists or in which it has property.	2605

Sec. 1776.76. (A) Unless otherwise provided in writing in the	2606
partnership agreement of a constituent domestic partnership, all	2607
of the following are entitled to relief as dissenting partners as	2608
provided in section 1776.77 of the Revised Code:	2609

(1) Partners of a domestic partnership that is being merged	2610
or consolidated into a surviving or new entity, domestic or	2611
foreign, pursuant to section 1776.68 or 1776.69 of the Revised	2612
Code;	2613

(2) In the case of a merger into a domestic partnership,	2614
partners of the surviving domestic partnership who under section	2615
1776.68 of the Revised Code are entitled to vote or act on the	2616
adoption of an agreement of merger, but only as to the interests	2617
so entitling them to vote or act.	2618

(3) Partners of a domestic partnership that is converting	2619
into a converted entity pursuant to section 1776.73 of the Revised	2620
Code.	2621

(B) Unless otherwise expressly agreed to in writing, a	2622
general partner of any constituent partnership is liable to the	2623
partners of the constituent partnership for any amount payable to	2624
them pursuant to section 1776.77 of the Revised Code as if the	2625
amount payable were an existing liability of the constituent	2626
partnership at the time of the merger, consolidation, or	2627
conversion.	2628

Sec. 1776.77. (A) A partner of a domestic partnership is	2629
entitled to relief as a dissenting partner with respect to the	2630
proposals described in section 1776.76 of the Revised Code only as	2631
this section provides.	2632

(B)(1) When a proposal of merger, consolidation, or	2633
conversion is submitted to the partners at a meeting, a partner	2634
may be a dissenting partner only if that partner is a record	2635
holder of the partnership interests as to which the partner seeks	2636
relief as of the date fixed for the determination of partners	2637
entitled to notice of the meeting, and has not voted those	2638
interests in favor of the proposal.	2639

(2) Not later than ten days after the date on which a vote on	2640
a proposal for merger, or consolidation, or conversion is taken at	2641
the meeting of the partners, a dissenting partner shall deliver	2642
to the partnership a written demand for payment of the fair cash	2643
value of the interests to which the dissenting partner seeks	2644
relief. The demand shall state the dissenting partner's address,	2645
the number and class of those interests, and the amount the	2646
dissenting partner claims as the fair cash value of the	2647
interests.	2648

(C)(1) If the proposal of merger, consolidation, or	2649
conversion is submitted to the partners for written approval or	2650
other action without a meeting, a partner may be a dissenting	2651
partner only if on the date the request for approval or action is	2652
sent to the partners entitled to act or approve the partner is a	2653
record holder of those interests of the partnership to which the	2654
partner seeks relief and the partner did not indicate approval of	2655
the proposal in the partner's capacity as a holder of those	2656
interests.	2657

(2) Not later than fifteen days after the date on which the	2658
request for approval of or action on the proposal is sent to the	2659
partners, the dissenting partner shall deliver to the partnership	2660
a written demand for payment of the fair cash value of the	2661
interests to which the partner seeks relief. The demand shall	2662
state the dissenting partner's address, the number and class of	2663
interests, and the amount the partner claims as the fair cash	2664
value of those interests.	2665

(D) In any merger or consolidation, a demand served on the	2666
involved constituent domestic partnership constitutes service on	2667
the surviving entity or the new entity, whether that demand is	2668
served before, on, or after the effective date of the merger or	2669
consolidation. In any conversion, a demand served on the	2670
converting domestic partnership constitutes service on the	2671
converted entity, whether that demand is served before, on, or	2672
after the effective date of the conversion.	2673

(E)(1) When the interests as to which a dissenting partner	2674
seeks relief are represented by certificates, and the domestic	2675
partnership sends the dissenting partner, a request for	2676
certificates representing those interests, within fifteen days	2677
from the date on which the request is sent, the dissenting partner	2678
shall deliver to the partnership the requested certificates. The	2679
partnership shall endorse a legend on each certificate to the	2680
effect that the partner has made a demand for the fair cash value	2681
of the interests the certificate represents. The partnership	2682
promptly shall return the endorsed certificates to the dissenting	2683
partner.	2684

(2) At the option of the partnership, the partnership may	2685
terminate a partner's rights as a dissenting partner by sending a	2686
written notice to the dissenting partner within twenty days after	2687
the lapse of the fifteen-day period if the partner fails to	2688
deliver the certificates, unless a court for good cause shown	2689
otherwise directs. A partnership's request pursuant to this	2690
division is not an admission that the holder of the interest is	2691
entitled to relief under this section.	2692

(3) If an interest represented by a certificate that contains	2693
a legend is transferred, each new certificate issued shall bear a	2694
similar legend and the name of the original dissenting holder of	2695
those interests.	2696

(4) Upon receiving a demand for payment from a dissenting	2697
partner who is a record holder of uncertificated interests, the	2698
partnership shall make an appropriate notation of the demand for	2699
payment in its records. When an uncertificated interest for which	2700
a dissenting partner demands payment is to be transferred, any	2701
writing to evidence that transfer shall bear the legend required	2702
for certificated interests as this section provides.	2703

(5) A transferee of interests who receives an endorsed	2704
certificate or an uncertificated interest with a notation acquires	2705
only those rights in the partnership as the original partner	2706
holding those interests had immediately after the service of a	2707
demand for payment of the fair cash value of the interests.	2708

(F) Unless the partnership agreement of the constituent	2709
domestic partnership provides a reasonable basis for determining	2710
and paying the fair cash value of the interests for which a	2711
dissenting partner seeks relief, or unless the partnership and the	2712
dissenting partner have come to an agreement on the fair cash	2713
value of the interests, the dissenting partner or the partnership,	2714
which may be the surviving or new entity in the case of a merger	2715
or consolidation, or the converted entity in the case of a	2716
conversion, within ninety days after the service of the dissenting	2717
partner's demand, may file a complaint under section 1776.78 of	2718
the Revised Code in the court of common pleas of the county in	2719
which the principal office of the partnership that issued the	2720
interests is located or was located when the partners adopted the	2721
proposal of merger, consolidation, or conversion. The complaint	2722
shall be filed in the court of common pleas of Franklin county if	2723
the domestic partnership does not have, or did not have at the	2724
time of the demand, its principal office in this state.	2725

Other dissenting partners, within that ninety-day period, may	2726
join as plaintiffs or may be joined as defendants, and any two or	2727
more proceedings may be consolidated.	2728

(G) The right and obligation of a dissenting partner to	2729
receive fair cash value and to sell the interests to which the	2730
dissenting partner seeks relief, and the right and obligation of	2731
the domestic partnership to purchase those interests and to pay	2732
the fair cash value of them, terminate under any of the following	2733
circumstances:	2734

(1) The dissenting partner does not comply with this section,	2735
unless the partnership waives that failure.	2736

(2) The partnership abandons the merger, consolidation, or	2737
conversion or is finally enjoined or prevented from carrying it	2738
out, or the partners rescind their adoption or approval of the	2739
merger, consolidation, or conversion.	2740

(3) The dissenting partner withdraws the demand, with the	2741
consent of the partnership.	2742

(4) The partnership agreement does not provide a reasonable	2743
basis for determining and paying the dissenting partner the fair	2744
cash value of the dissenting partner's interest, the partnership	2745
and the dissenting partner have not agreed upon the fair cash	2746
value of the interest, and neither the dissenting partner nor the	2747
partnership has filed or joined in a complaint under division (F)	2748
of this section within the period that division provides.	2749

(H)(1) Unless otherwise provided in the partnership	2750
agreement, from the time the dissenting partner gives a demand	2751
until either the termination of the rights and obligations arising	2752
from it or the purchase of the interests by the partnership, all	2753
other rights accruing from those interests, including voting or	2754
distribution rights, are suspended. If, during the suspension, any	2755
distribution is paid in money upon interests of that class, or any	2756
dividend, distribution, or interest is paid in money upon any	2757
securities issued in extinguishment of, or in substitution for,	2758
that interest, the holder of record shall be paid as a credit upon	2759
the fair cash value of the interests an amount equal to the	2760
dividend, distribution, or interest that would have been payable	2761
upon those interests or securities, if not for the suspension.	2762

(2) If the right to receive the fair cash value is terminated	2763
other than by the purchase of the interests by the partnership,	2764
all rights of the dissenting partner shall be restored and all	2765
distributions that would have been made if not for the suspension	2766
shall be made to the holder of record of the interests at the time	2767
of termination.	2768

Sec. 1776.78. (A)(1) When authorized by division (F) of	2769
section 1776.77 of the Revised Code, a dissenting partner or a	2770
partnership may file a complaint under this section demanding the	2771
relief this section describes. Any complaint shall contain a brief	2772
statement of the facts, including the vote or action by the	2773
partners and the facts entitling the dissenting partner to the	2774
relief demanded. No answer to a complaint is required. Upon the	2775
filing of a complaint, the court, on motion of the petitioner,	2776
shall enter an order fixing a date for a hearing and require a	2777
copy of the complaint, a notice of the filing, and the date for	2778
the hearing be given to the respondent or defendant pursuant to	2779
the Rules of Civil Procedure.	2780

(2) On the date fixed for the hearing, the court shall	2781
determine from the complaint and from evidence either party	2782
submits whether the dissenting partner is entitled to be paid the	2783
fair cash value of any interests and, if so, the number and class	2784
of those interests. The court may appoint one or more persons as	2785
appraisers to receive evidence and to recommend a decision on the	2786
amount of the fair cash value if the court finds that the	2787
dissenting partner is entitled to the payment of the cash value of	2788
interests. The appraisers have the power and authority as the	2789
order of their appointment specifies. The court shall make a	2790
finding as to the fair cash value of the interests and shall	2791
render judgment against the partnership for the payment of it,	2792
with interest at a rate and from a date as the court considers	2793
equitable.	2794

(3) The court shall assess or apportion the costs of the	2795
proceeding, including reasonable compensation to the appraisers to	2796
be fixed by the court, as the court considers equitable. The	2797
proceeding is a special proceeding and final orders in it may be	2798
vacated, modified, or reversed on appeal pursuant to the rules of	2799
appellate procedure and, to the extent not in conflict with those	2800
rules, to Chapter 2505. of the Revised Code.	2801

(4) If, during the pendency of any proceeding under this	2802
section, a suit or proceeding is instituted to enjoin or otherwise	2803
to prevent the carrying out of the action as to which the partner	2804
has dissented, the proceeding instituted under this section shall	2805
be stayed until the final determination of the other suit or	2806
proceeding.	2807

(5) Unless any provision of division (G) of section 1776.77	2808
of the Revised Code applies, the fair cash value of the interests	2809
that the parties agree upon or fix under this section shall be	2810
paid within thirty days after the date of final determination of	2811
value or the consummation of the merger, consolidation, or	2812
conversion, whichever occurs last, provided that in the case of	2813
holders of interests represented by certificates, payment shall be	2814
made only upon and simultaneously with the surrender to the	2815
domestic partnership of the certificates representing the	2816
interests for which the payment is made.	2817

(B) If the proposal of merger, consolidation, or conversion	2818
is submitted to the partners of the partnership for a vote at a	2819
meeting, the fair cash value as to those partners shall be	2820
determined as of the day before the day on which the vote is	2821
taken. If the proposal is submitted to the partners for written	2822
approval or other action, the fair cash value as to those partners	2823
shall be determined as of the day prior to the day on which the	2824
request for the approval or action is sent.	2825

(C) The fair cash value of an interest for purposes of this	2826
section is the amount that a willing seller who is under no	2827
compulsion to sell would be willing to accept and that a willing	2828
buyer who is under no compulsion to purchase would be willing to	2829
pay. In no case shall the fair cash value paid to any partner	2830
exceed the amount specified in that partner's demand. The	2831
computation of the fair cash value shall exclude any appreciation	2832
or depreciation in value resulting from the merger,	2833
consolidation, or conversion.	2834

Sec. 1776.79. When a domestic partnership is a constituent	2835
entity to a merger or consolidation that has become effective, and	2836
that domestic partnership is not the surviving or resulting entity	2837
of the merger or consolidation, or a domestic partnership is the	2838
converting entity in a conversion, a judgment creditor of a	2839
partner of that domestic partnership shall not levy execution	2840
against the assets of the partner to satisfy a judgment based on a	2841
claim against the surviving or resulting entity of the merger,	2842
consolidation, or conversion unless any of the following applies:	2843

(A) The claim is for an obligation of the domestic	2844
partnership for which the partner is liable as this chapter	2845
provides and any of the following is true:	2846

(1) A judgment based on the same claim entered was against	2847
the surviving or resulting entity of the merger or consolidation	2848
and a writ of execution on the judgment was returned unsatisfied	2849
in whole or in part.	2850

(2) The surviving or resulting entity of the merger or	2851
consolidation or the entity resulting from the conversion is a	2852
debtor in bankruptcy.	2853

(3) The partner agreed that the creditor need not exhaust the	2854
assets of a domestic partnership that was not the surviving or	2855
resulting entity of the merger, consolidation, or conversion.	2856

(4) The partner agreed that the creditor need not exhaust the	2857
assets of the surviving or resulting entity of the merger or	2858
consolidation or the entity resulting from the conversion.	2859

(B) A court grants permission to the judgment creditor to	2860
levy execution against the assets of the partner based on a	2861
finding that the assets of the surviving or resulting entity of	2862
the merger, consolidation, or conversion that are subject to	2863
execution are clearly insufficient to satisfy the judgment, that	2864
exhaustion of the assets of the surviving or resulting entity is	2865
excessively burdensome, or that the grant of permission is an	2866
appropriate exercise of the court's equitable powers.	2867

(C) Liability is imposed on the partner by law or contract	2868
independent of the existence of the surviving or resulting entity	2869
of the merger, consolidation, or conversion.	2870

Sec. 1776.81. (A) A partnership may become a limited	2871
liability partnership pursuant to this section.	2872

(B) Any terms and conditions by which a partnership becomes a	2873
limited liability partnership shall be approved by the vote	2874
necessary to amend the partnership agreement except when the	2875
partnership agreement expressly considers obligations to	2876
contribute to the partnership, in which case the required vote is	2877
the vote necessary to amend those provisions.	2878

(C) After the approval division (B) of this section requires,	2879
a partnership may become a limited liability partnership by filing	2880
with the secretary of state a statement of qualification. The	2881
statement shall contain all of the following:	2882

(1) The name of the partnership;

2883

(2) The street address of the partnership's chief executive	2884
office and, if the partnership's chief executive office is not in	2885
this state, the street address of any office in this state;	2886

(3) If the partnership does not have an office in this state,	2887
the name and street address of the partnership's agent for service	2888
of process;	2889

(4) A statement that the partnership elects to be a limited	2890
liability partnership;	2891

(5) Any deferred effective date.

2892

(D) The agent of a limited liability partnership for service	2893
of process shall be an individual who is a resident of this state	2894
or other person authorized to do business in this state.	2895

(E) The status of a partnership as a limited liability	2896
partnership is effective on the later of the filing of the	2897
statement or a date specified in the statement. The status remains	2898
effective, regardless of changes in the partnership, until it is	2899
canceled pursuant to division (D) of section 1776.05 of the	2900
Revised Code or revoked pursuant to section 1776.83 of the Revised	2901
Code.	2902

(F) The status of a partnership as a limited liability	2903
partnership and the liability of its partners is not affected by	2904
errors or later changes in the information required to be	2905
contained in the statement of qualification under division (C) of	2906
this section.	2907

(G) The filing of a statement of qualification establishes	2908
that a partnership has satisfied all conditions precedent to the	2909
qualification of the partnership as a limited liability	2910
partnership.	2911

(H) An amendment or cancellation of a statement of	2912
qualification is effective when it is filed or on a deferred	2913
effective date specified in the amendment or cancellation.	2914

(I) Notwithstanding any contrary provisions of this chapter,	2915
a domestic partnership having the status of a registered limited	2916
liability partnership under predecessor law has the status of a	2917
limited liability partnership under this chapter as of the date	2918
this chapter governs that partnership, which is on or after the	2919
first day of January, 2009, but not later than the first day of	2920
January, 2010. To the extent the partnership has not filed a	2921
statement of qualification pursuant to this section, the latest	2922
application or renewal application filed by that partnership under	2923
the predecessor law constitutes a statement of qualification under	2924
this section.	2925

Sec. 1776.82. The name of a limited liability partnership	2926
shall contain "registered limited liability partnership,"	2927
"registered partnership having limited liability," "limited	2928
liability partnership," "R.L.L.P.," "P.L.L.," "L.L.P.," "RLLP,"	2929
"PLL," or "LLP."	2930

Sec. 1776.83. (A) A limited liability partnership and a	2931
foreign limited liability partnership authorized to transact	2932
business in this state shall file an annual report in the office	2933
of the secretary of state. The report shall contain all of the	2934
following:	2935

(1) The name of the limited liability partnership and the	2936
state or other jurisdiction under whose laws the foreign limited	2937
liability partnership is formed;	2938

(2) The street address of the partnership's chief executive	2939
office and, if the partnership's chief executive office is not in	2940
this state, the street address of any office of the partnership in	2941
this state;	2942

(3) If the partnership does not have an office in this state,	2943
the name and street address of the partnership's current agent for	2944
service of process.	2945

(B) A partnership shall file an annual report between the	2946
first day of January and the first day of April of each year that	2947
follows the calendar year in which the partnership files a	2948
statement of qualification or a foreign partnership becomes	2949
authorized to transact business in this state.	2950

(C) The secretary of state may revoke the statement of	2951
qualification of any partnership that fails to file an annual	2952
report when due or pay the required filing fee. To revoke a	2953
statement, the secretary of state shall provide the partnership at	2954
least sixty days' written notice of the intent to revoke, mailed	2955
to the partnership at its chief executive office set forth in the	2956
last filed statement of qualification or annual report. The notice	2957
shall specify the annual report that the partnership failed to	2958
file, the unpaid fee, and the effective date of the revocation.	2959
The revocation is not effective if the partnership files the	2960
annual report and pays the fee before the effective date of the	2961
revocation.	2962

(D) A revocation under division (C) of this section affects	2963
only a partnership's status as a limited liability partnership and	2964
is not an event of dissolution of the partnership.	2965

(E) A partnership whose statement of qualification is revoked	2966
may apply to the secretary of state for reinstatement within two	2967
years after the effective date of the revocation. The application	2968
for reinstatement shall state the name of the partnership, the	2969
effective date of the revocation, and that the ground for	2970
revocation either did not exist or has been corrected.	2971

(F) A reinstatement under division (E) of this section	2972
relates back to and takes effect as of the effective date of the	2973
revocation, and the partnership's status as a limited liability	2974
partnership continues as if the revocation had never occurred.	2975

Sec. 1776.84. (A) A limited liability partnership shall not	2976
make a distribution to a partner to the extent that at the time of	2977
the distribution and after giving effect to the distribution, all	2978
liabilities of the limited liability partnership exceed the fair	2979
value of the assets of the limited liability partnership, other	2980
than liabilities to partners on account of their economic	2981
interests and liabilities for which the recourse of creditors is	2982
limited to specified property. The fair value of property that is	2983
subject to a liability for which the recourse of creditors is	2984
limited shall be included in the assets of the limited liability	2985
partnership only to the extent that the fair value of that	2986
property exceeds that liability. For purposes of this section, the	2987
term "distribution" does not include amounts constituting	2988
reasonable compensation for present or past services or reasonable	2989
payments made in the ordinary course of business pursuant to a	2990
bona fide retirement plan or other benefits program.	2991

(B) A partner of a limited liability partnership who receives	2992
a distribution in violation of division (A) of this section is	2993
liable to the partnership for the amount of that distribution.	2994
This section does not affect any obligation or liability of a	2995
partner of a limited liability partnership under an agreement or	2996
other applicable law for the amount of a distribution.	2997

Sec. 1776.85. (A) The law under which a foreign limited	2998
liability partnership is formed governs relations among the	2999
partners and between the partners and the partnership and the	3000
liability of partners for obligations of the partnership.	3001

(B) A foreign limited liability partnership may not be denied	3002
a statement of foreign qualification by reason of any difference	3003
between the law under which the partnership was formed and the law	3004
of this state.	3005

(C) A statement of foreign qualification does not authorize a	3006
foreign limited liability partnership to engage in any business or	3007
exercise any power that a partnership may not engage in or	3008
exercise in this state as a limited liability partnership.	3009

Sec. 1776.86. (A) A foreign limited liability partnership	3010
shall file a statement of foreign qualification with the secretary	3011
of state prior to transacting any business in this state. The	3012
statement shall contain all of the following:	3013

(1) The name of the foreign limited liability partnership.	3014
The name shall satisfy the requirements of the state or other	3015
jurisdiction under whose law it is formed and shall end with	3016
"registered limited liability partnership," "limited liability	3017
partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."	3018

(2) The street address of the partnership's chief executive	3019
office and, if the partnership's chief executive office is not in	3020
this state, the street address of any partnership office in this	3021
state;	3022

(3) If there is no office of the partnership in this state,	3023
the name and street address of the partnership's agent for service	3024
of process;	3025

(4) Any deferred effective date;

3026

(5) Evidence of existence in its jurisdiction of origin.

3027

(B) The agent of a foreign limited liability company for	3028
service of process shall be an individual who is a resident of	3029
this state or another person authorized to do business in this	3030
state.	3031

(C) The status of a partnership as a foreign limited	3032
liability partnership is effective on the later of the filing of	3033
the statement of foreign qualification or a date specified in the	3034
statement. The status remains effective, regardless of changes in	3035
the partnership, until it is canceled pursuant to division (D) of	3036
section 1776.05 of the Revised Code or revoked pursuant to section	3037
1776.83 of the Revised Code.	3038

(D) An amendment or cancellation of a statement of foreign	3039
qualification is effective when it is filed or on a deferred	3040
effective date specified in the amendment or cancellation.	3041

Sec. 1776.87. (A) A foreign limited liability partnership	3042
transacting business in this state may not maintain an action or	3043
proceeding in this state unless it has in effect a statement of	3044
foreign qualification.	3045

(B) The failure of a foreign limited liability partnership to	3046
have a statement of foreign qualification that is in effect does	3047
not impair the validity of any contract or act of that partnership	3048
or preclude it from defending an action or proceeding in this	3049
state.	3050

(C) A limitation on personal liability of a partner is not	3051
waived or otherwise affected by transacting business in this state	3052
without a statement of foreign qualification.	3053

(D) If a foreign limited liability partnership transacts	3054
business in this state without a statement of foreign	3055
qualification, the secretary of state is its agent for service of	3056
process with respect to a right of action arising out of the	3057
transaction of business in this state.	3058

Sec. 1776.88. (A) Activities of a foreign limited liability	3059
partnership that do not constitute transacting business for the	3060
purpose of section 1776.86 of the Revised Code include all of the	3061
following:	3062

(1) Maintaining, defending, or settling an action or	3063
proceeding;	3064

(2) Holding meetings of its partners or carrying on any other	3065
activity concerning its internal affairs;	3066

(3) Maintaining bank accounts;

3067

(4) Maintaining offices or agencies for the transfer,	3068
exchange, and registration of the partnership's own securities or	3069
maintaining trustees or depositories with respect to those	3070
securities;	3071

(5) Selling through independent contractors;

3072

(6) Soliciting or obtaining orders, whether by mail or	3073
through employees or agents or otherwise, if the orders require	3074
acceptance outside this state before they become contracts;	3075

(7) Creating or acquiring indebtedness, with or without a	3076
mortgage or other security interest in property;	3077

(8) Collecting debts or foreclosing mortgages or other	3078
security interests in property securing the debts, and holding,	3079
protecting, and maintaining property so acquired;	3080

(9) Conducting an isolated transaction that is completed	3081
within thirty days and is not one in the course of similar	3082
transactions;	3083

(10) Transacting business in interstate commerce.

3084

(B) For purposes of section 1776.86 of the Revised Code, the	3085
ownership in this state of income-producing real property or	3086
tangible personal property, other than property excluded under	3087
division (A) of this section, constitutes transacting business in	3088
this state.	3089

(C) This section does not apply in determining the contacts	3090
or activities that may subject a foreign limited liability	3091
partnership to service of process, taxation, or regulation under	3092
any other law of this state.	3093

Sec. 1776.89. The attorney general may maintain an action to	3094
restrain a foreign limited liability partnership from transacting	3095
business in this state that is in violation of division (C) of	3096
section 1776.85 of the Revised Code.	3097

Sec. 1776.91. This chapter shall be applied and construed to	3098
effectuate the general purpose to make uniform the law with	3099
respect to the subject of this chapter among states enacting the	3100
uniform partnership act (1997) except where it expressly differs	3101
substantially from the uniform partnership act (1997).	3102

Sec. 1776.92. This chapter may be cited as the "Ohio Uniform	3103
Partnership Act (1997)."	3104

Sec. 1776.95. (A) Prior to the first day of January, 2010,	3105
this chapter governs the following partnerships:	3106

(1) A partnership formed on or after the first day of	3107
January, 2009, except a partnership that is continuing the	3108
business of a dissolved partnership under section 1775.40 of the	3109
Revised Code;	3110

(2) A partnership formed before the first day of January,	3111
2009, that elects pursuant to division (C) of this section, to be	3112
governed by this chapter.	3113

(B) On and after the first day of January, 2010, this chapter	3114
governs all partnerships.	3115

(C)(1) On and after the first day of January, 2009, but prior	3116
to the first day of January, 2010, a partnership voluntarily may	3117
elect, in the manner provided in its partnership agreement or by	3118
law for amending the partnership agreement, to be governed by this	3119
chapter.	3120

(2) The provisions of this chapter relating to the liability	3121
of the partnership's partners to third parties apply to limit	3122
those partners' liability to a third party who did business with	3123
the partnership within one year before the partnership's election	3124
to be governed by this chapter only if the third party knows or	3125
has received a notification of the partnership's election to be	3126
governed by this chapter.	3127

Sec. 1776.96. This chapter does not affect any action or	3128
proceeding that commences, or any right that accrues, before the	3129
date the partnership is governed by this chapter as determined	3130
pursuant to section 1776.95 of the Revised Code.	3131

Sec. 1777.07. (A) This chapter does not govern any	3132
partnership on and after the first day of January, 2010.	3133

(B) This chapter does not govern any partnership that is	3134
formed on or after the first day of January, 2009. Chapter 1776.	3135
of the Revised Code governs any partnership formed on or after	3136
that date.	3137

(C) This chapter does not govern any partnership that elects	3138
to be governed by Chapter 1776. of the Revised Code pursuant to	3139
procedures in division (C) of section 1776.95 of the Revised Code,	3140
on and after the date the partnership elects to be governed by	3141
that chapter.	3142

Sec. 1779.12. (A) This chapter does not govern any	3143
partnership on and after the first day of January, 2010.	3144

(B) This chapter does not govern any partnership that is	3145
formed on or after the first day of January, 2009. Chapter 1776.	3146
of the Revised Code governs any partnership formed on or after	3147
that date.	3148

(C) This chapter does not govern any partnership that elects	3149
to be governed by Chapter 1776. of the Revised Code pursuant to	3150
procedures in division (C) of section 1776.95 of the Revised	3151
Code, on and after the date the partnership elects to be governed	3152
by that chapter.	3153

Sec. 1782.64. (A) A limited partnership may become a limited	3154
liability limited partnership by doing all of the following:	3155

(1) Obtaining approval of the terms and conditions of the	3156
limited partnership becoming a limited liability limited	3157
partnership by the vote necessary to amend the limited partnership	3158
agreement. When a limited partnership agreement expressly	3159
considers contribution obligations, the required vote is the vote	3160
necessary to amend those provisions.	3161

(2) Filing a statement of qualification under division (C) of	3162
section 1776.81 of the Revised Code;	3163

(3) Complying with the name requirements of section 1776.82	3164
of the Revised Code.	3165

(B) A limited liability limited partnership continues to be	3166
the same entity that existed before the filing of a statement of	3167
qualification under division (C) of section 1776.81 of the Revised	3168
Code.	3169

(C) Division (C) of section 1776.36 and division (B) of	3170
section 1776.37 of the Revised Code apply to both general and	3171
limited partners of a limited liability limited partnership.	3172

Sec. 2307.30. (A) A joint debtor may make a separate	3173
composition or compromise with any creditor. Any composition or	3174
compromise shall be a full and effectual discharge to the debtor	3175
who makes it, but only to that person, from all liability to the	3176
creditor with whom it is made, according to its terms. A debtor	3177
who makes such a composition or compromise may take from the	3178
creditor a note or memorandum in writing exonerating the debtor	3179
from all individual liability incurred by reason of the joint	3180
debt. That note or memorandum may be given in evidence to bar the	3181
creditor's right of recovery against the debtor. If joint	3182
liability is by judgment in a court of record in this state, on	3183
production to and filing of the note or memorandum with the clerk	3184
of the court, the clerk shall discharge the judgment of record as	3185
far as the compromising debtor is concerned.	3186

(B) A compromise or composition with one joint debtor shall	3187
not discharge other joint debtors or impair the right of the	3188
creditor to proceed against other joint debtors who have not been	3189
discharged. A joint debtor who is proceeded against may	3190
counterclaim against the creditor for any demand that could have	3191
been asserted as a counterclaim had the suit by the creditor been	3192
brought against all of the joint debtors.	3193

(C) A compromise or discharge of one joint debtor does not	3194
prevent the other joint debtors from availing themselves of any	3195
defense, except that they shall not set up the discharge of one	3196
debtor as a discharge of the others unless it appears that all	3197
were intended to be discharged. The discharge of one debtor is	3198
deemed a payment to the creditor equal to the proportionate	3199
liability of the discharged debtor.	3200

(D) A compromise or composition by a joint debtor with a	3201
creditor does not affect any right the other joint debtors have to	3202
call on the discharged debtor for that person's ratable portion of	3203
the joint debt.	3204

Sec. 2329.66.  (A) Every person who is domiciled in this	3205
state may hold property exempt from execution, garnishment,	3206
attachment, or sale to satisfy a judgment or order, as follows:	3207

(1)(a) In the case of a judgment or order regarding money	3208
owed for health care services rendered or health care supplies	3209
provided to the person or a dependent of the person, one parcel or	3210
item of real or personal property that the person or a dependent	3211
of the person uses as a residence. Division (A)(1)(a) of this	3212
section does not preclude, affect, or invalidate the creation	3213
under this chapter of a judgment lien upon the exempted property	3214
but only delays the enforcement of the lien until the property is	3215
sold or otherwise transferred by the owner or in accordance with	3216
other applicable laws to a person or entity other than the	3217
surviving spouse or surviving minor children of the judgment	3218
debtor. Every person who is domiciled in this state may hold	3219
exempt from a judgment lien created pursuant to division (A)(1)(a)	3220
of this section the person's interest, not to exceed five thousand	3221
dollars, in the exempted property.	3222

(b) In the case of all other judgments and orders, the	3223
person's interest, not to exceed five thousand dollars, in one	3224
parcel or item of real or personal property that the person or a	3225
dependent of the person uses as a residence.	3226

(2) The person's interest, not to exceed one thousand	3227
dollars, in one motor vehicle;	3228

(3) The person's interest, not to exceed two hundred dollars	3229
in any particular item, in wearing apparel, beds, and bedding, and	3230
the person's interest, not to exceed three hundred dollars in each	3231
item, in one cooking unit and one refrigerator or other food	3232
preservation unit;	3233

(4)(a) The person's interest, not to exceed four hundred	3234
dollars, in cash on hand, money due and payable, money to become	3235
due within ninety days, tax refunds, and money on deposit with a	3236
bank, savings and loan association, credit union, public utility,	3237
landlord, or other person. Division (A)(4)(a) of this section	3238
applies only in bankruptcy proceedings. This exemption may include	3239
the portion of personal earnings that is not exempt under division	3240
(A)(13) of this section.	3241

(b) Subject to division (A)(4)(d) of this section, the	3242
person's interest, not to exceed two hundred dollars in any	3243
particular item, in household furnishings, household goods,	3244
appliances, books, animals, crops, musical instruments, firearms,	3245
and hunting and fishing equipment, that are held primarily for the	3246
personal, family, or household use of the person;	3247

(c) Subject to division (A)(4)(d) of this section, the	3248
person's interest in one or more items of jewelry, not to exceed	3249
four hundred dollars in one item of jewelry and not to exceed two	3250
hundred dollars in every other item of jewelry;	3251

(d) Divisions (A)(4)(b) and (c) of this section do not	3252
include items of personal property listed in division (A)(3) of	3253
this section.	3254

If the person does not claim an exemption under division	3255
(A)(1) of this section, the total exemption claimed under division	3256
(A)(4)(b) of this section shall be added to the total exemption	3257
claimed under division (A)(4)(c) of this section, and the total	3258
shall not exceed two thousand dollars. If the person claims an	3259
exemption under division (A)(1) of this section, the total	3260
exemption claimed under division (A)(4)(b) of this section shall	3261
be added to the total exemption claimed under division (A)(4)(c)	3262
of this section, and the total shall not exceed one thousand five	3263
hundred dollars.	3264

(5) The person's interest, not to exceed an aggregate of	3265
seven hundred fifty dollars, in all implements, professional	3266
books, or tools of the person's profession, trade, or business,	3267
including agriculture;	3268

(6)(a) The person's interest in a beneficiary fund set apart,	3269
appropriated, or paid by a benevolent association or society, as	3270
exempted by section 2329.63 of the Revised Code;	3271

(b) The person's interest in contracts of life or endowment	3272
insurance or annuities, as exempted by section 3911.10 of the	3273
Revised Code;	3274

(c) The person's interest in a policy of group insurance or	3275
the proceeds of a policy of group insurance, as exempted by	3276
section 3917.05 of the Revised Code;	3277

(d) The person's interest in money, benefits, charity,	3278
relief, or aid to be paid, provided, or rendered by a fraternal	3279
benefit society, as exempted by section 3921.18 of the Revised	3280
Code;	3281

(e) The person's interest in the portion of benefits under	3282
policies of sickness and accident insurance and in lump sum	3283
payments for dismemberment and other losses insured under those	3284
policies, as exempted by section 3923.19 of the Revised Code.	3285

(7) The person's professionally prescribed or medically	3286
necessary health aids;	3287

(8) The person's interest in a burial lot, including, but not	3288
limited to, exemptions under section 517.09 or 1721.07 of the	3289
Revised Code;	3290

(9) The person's interest in the following:

3291

(a) Moneys paid or payable for living maintenance or rights,	3292
as exempted by section 3304.19 of the Revised Code;	3293

(b) Workers' compensation, as exempted by section 4123.67 of	3294
the Revised Code;	3295

(c) Unemployment compensation benefits, as exempted by	3296
section 4141.32 of the Revised Code;	3297

(d) Cash assistance payments under the Ohio works first	3298
program, as exempted by section 5107.75 of the Revised Code;	3299

(e) Benefits and services under the prevention, retention,	3300
and contingency program, as exempted by section 5108.08 of the	3301
Revised Code;	3302

(f) Disability financial assistance payments, as exempted by	3303
section 5115.06 of the Revised Code.	3304

(10)(a) Except in cases in which the person was convicted of	3305
or pleaded guilty to a violation of section 2921.41 of the Revised	3306
Code and in which an order for the withholding of restitution from	3307
payments was issued under division (C)(2)(b) of that section or in	3308
cases in which an order for withholding was issued under section	3309
2907.15 of the Revised Code, and only to the extent provided in	3310
the order, and except as provided in sections 3105.171, 3105.63,	3311
3119.80, 3119.81, 3121.02, 3121.03, and 3123.06 of the Revised	3312
Code, the person's right to a pension, benefit, annuity,	3313
retirement allowance, or accumulated contributions, the person's	3314
right to a participant account in any deferred compensation	3315
program offered by the Ohio public employees deferred compensation	3316
board, a government unit, or a municipal corporation, or the	3317
person's other accrued or accruing rights, as exempted by section	3318
145.56, 146.13, 148.09, 742.47, 3307.41, 3309.66, or 5505.22 of	3319
the Revised Code, and the person's right to benefits from the Ohio	3320
public safety officers death benefit fund;	3321

(b) Except as provided in sections 3119.80, 3119.81, 3121.02,	3322
3121.03, and 3123.06 of the Revised Code, the person's right to	3323
receive a payment under any pension, annuity, or similar plan or	3324
contract, not including a payment from a stock bonus or	3325
profit-sharing plan or a payment included in division (A)(6)(b) or	3326
(10)(a) of this section, on account of illness, disability, death,	3327
age, or length of service, to the extent reasonably necessary for	3328
the support of the person and any of the person's dependents,	3329
except if all the following apply:	3330

(i) The plan or contract was established by or under the	3331
auspices of an insider that employed the person at the time the	3332
person's rights under the plan or contract arose.	3333

(ii) The payment is on account of age or length of service.

3334

(iii) The plan or contract is not qualified under the	3335
"Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1, as	3336
amended.	3337

(c) Except for any portion of the assets that were deposited	3338
for the purpose of evading the payment of any debt and except as	3339
provided in sections 3119.80, 3119.81, 3121.02, 3121.03, and	3340
3123.06 of the Revised Code, the person's right in the assets held	3341
in, or to receive any payment under, any individual retirement	3342
account, individual retirement annuity, "Roth IRA," or education	3343
individual retirement account that provides benefits by reason of	3344
illness, disability, death, or age, to the extent that the assets,	3345
payments, or benefits described in division (A)(10)(c) of this	3346
section are attributable to any of the following:	3347

(i) Contributions of the person that were less than or equal	3348
to the applicable limits on deductible contributions to an	3349
individual retirement account or individual retirement annuity in	3350
the year that the contributions were made, whether or not the	3351
person was eligible to deduct the contributions on the person's	3352
federal tax return for the year in which the contributions were	3353
made;	3354

(ii) Contributions of the person that were less than or equal	3355
to the applicable limits on contributions to a Roth IRA or	3356
education individual retirement account in the year that the	3357
contributions were made;	3358

(iii) Contributions of the person that are within the	3359
applicable limits on rollover contributions under subsections 219,	3360
402(c), 403(a)(4), 403(b)(8), 408(b), 408(d)(3), 408A(c)(3)(B),	3361
408A(d)(3), and 530(d)(5) of the "Internal Revenue Code of 1986,"	3362
100 Stat. 2085, 26 U.S.C.A. 1, as amended.	3363

(d) Except for any portion of the assets that were deposited	3364
for the purpose of evading the payment of any debt and except as	3365
provided in sections 3119.80, 3119.81, 3121.02, 3121.03, and	3366
3123.06 of the Revised Code, the person's right in the assets held	3367
in, or to receive any payment under, any Keogh or "H.R. 10" plan	3368
that provides benefits by reason of illness, disability, death, or	3369
age, to the extent reasonably necessary for the support of the	3370
person and any of the person's dependents.	3371

(11) The person's right to receive spousal support, child	3372
support, an allowance, or other maintenance to the extent	3373
reasonably necessary for the support of the person and any of the	3374
person's dependents;	3375

(12) The person's right to receive, or moneys received during	3376
the preceding twelve calendar months from, any of the following:	3377

(a) An award of reparations under sections 2743.51 to 2743.72	3378
of the Revised Code, to the extent exempted by division (D) of	3379
section 2743.66 of the Revised Code;	3380

(b) A payment on account of the wrongful death of an	3381
individual of whom the person was a dependent on the date of the	3382
individual's death, to the extent reasonably necessary for the	3383
support of the person and any of the person's dependents;	3384

(c) Except in cases in which the person who receives the	3385
payment is an inmate, as defined in section 2969.21 of the Revised	3386
Code, and in which the payment resulted from a civil action or	3387
appeal against a government entity or employee, as defined in	3388
section 2969.21 of the Revised Code, a payment, not to exceed five	3389
thousand dollars, on account of personal bodily injury, not	3390
including pain and suffering or compensation for actual pecuniary	3391
loss, of the person or an individual for whom the person is a	3392
dependent;	3393

(d) A payment in compensation for loss of future earnings of	3394
the person or an individual of whom the person is or was a	3395
dependent, to the extent reasonably necessary for the support of	3396
the debtor and any of the debtor's dependents.	3397

(13) Except as provided in sections 3119.80, 3119.81,	3398
3121.02, 3121.03, and 3123.06 of the Revised Code, personal	3399
earnings of the person owed to the person for services in an	3400
amount equal to the greater of the following amounts:	3401

(a) If paid weekly, thirty times the current federal minimum	3402
hourly wage; if paid biweekly, sixty times the current federal	3403
minimum hourly wage; if paid semimonthly, sixty-five times the	3404
current federal minimum hourly wage; or if paid monthly, one	3405
hundred thirty times the current federal minimum hourly wage that	3406
is in effect at the time the earnings are payable, as prescribed	3407
by the "Fair Labor Standards Act of 1938," 52 Stat. 1060, 29	3408
U.S.C. 206(a)(1), as amended;	3409

(b) Seventy-five per cent of the disposable earnings owed to	3410
the person.	3411

(14) The person's right in specific partnership property, as	3412
exempted by division (B)(3) of section 1775.24 of the Revised Code	3413
or the person's rights in a partnership pursuant to section	3414
1776.50 of the Revised Code, except as otherwise set forth in	3415
section 1776.50 of the Revised Code;	3416

(15) A seal and official register of a notary public, as	3417
exempted by section 147.04 of the Revised Code;	3418

(16) The person's interest in a tuition unit or a payment	3419
under section 3334.09 of the Revised Code pursuant to a tuition	3420
payment contract, as exempted by section 3334.15 of the Revised	3421
Code;	3422

(17) Any other property that is specifically exempted from	3423
execution, attachment, garnishment, or sale by federal statutes	3424
other than the "Bankruptcy Reform Act of 1978," 92 Stat. 2549, 11	3425
U.S.C.A. 101, as amended;	3426

(18) The person's interest, not to exceed four hundred	3427
dollars, in any property, except that division (A)(18) of this	3428
section applies only in bankruptcy proceedings.	3429

(B) As used in this section:

3430

(1) "Disposable earnings" means net earnings after the	3431
garnishee has made deductions required by law, excluding the	3432
deductions ordered pursuant to section 3119.80, 3119.81, 3121.02,	3433
3121.03, or 3123.06 of the Revised Code.	3434

(2) "Insider" means:

3435

(a) If the person who claims an exemption is an individual, a	3436
relative of the individual, a relative of a general partner of the	3437
individual, a partnership in which the individual is a general	3438
partner, a general partner of the individual, or a corporation of	3439
which the individual is a director, officer, or in control;	3440

(b) If the person who claims an exemption is a corporation, a	3441
director or officer of the corporation; a person in control of the	3442
corporation; a partnership in which the corporation is a general	3443
partner; a general partner of the corporation; or a relative of a	3444
general partner, director, officer, or person in control of the	3445
corporation;	3446

(c) If the person who claims an exemption is a partnership, a	3447
general partner in the partnership; a general partner of the	3448
partnership; a person in control of the partnership; a partnership	3449
in which the partnership is a general partner; or a relative in, a	3450
general partner of, or a person in control of the partnership;	3451

(d) An entity or person to which or whom any of the following	3452
applies:	3453

(i) The entity directly or indirectly owns, controls, or	3454
holds with power to vote, twenty per cent or more of the	3455
outstanding voting securities of the person who claims an	3456
exemption, unless the entity holds the securities in a fiduciary	3457
or agency capacity without sole discretionary power to vote the	3458
securities or holds the securities solely to secure to debt and	3459
the entity has not in fact exercised the power to vote.	3460

(ii) The entity is a corporation, twenty per cent or more of	3461
whose outstanding voting securities are directly or indirectly	3462
owned, controlled, or held with power to vote, by the person who	3463
claims an exemption or by an entity to which division (B)(2)(d)(i)	3464
of this section applies.	3465

(iii) A person whose business is operated under a lease or	3466
operating agreement by the person who claims an exemption, or a	3467
person substantially all of whose business is operated under an	3468
operating agreement with the person who claims an exemption.	3469

(iv) The entity operates the business or all or substantially	3470
all of the property of the person who claims an exemption under a	3471
lease or operating agreement.	3472

(e) An insider, as otherwise defined in this section, of a	3473
person or entity to which division (B)(2)(d)(i), (ii), (iii), or	3474
(iv) of this section applies, as if the person or entity were a	3475
person who claims an exemption;	3476

(f) A managing agent of the person who claims an exemption.

3477

(3) "Participant account" has the same meaning as in section	3478
148.01 of the Revised Code.	3479

(4) "Government unit" has the same meaning as in section	3480
148.06 of the Revised Code.	3481

(C) For purposes of this section, "interest" shall be	3482
determined as follows:	3483

(1) In bankruptcy proceedings, as of the date a petition is	3484
filed with the bankruptcy court commencing a case under Title 11	3485
of the United States Code;	3486

(2) In all cases other than bankruptcy proceedings, as of the	3487
date of an appraisal, if necessary under section 2329.68 of the	3488
Revised Code, or the issuance of a writ of execution.	3489

An interest, as determined under division (C)(1) or (2) of	3490
this section, shall not include the amount of any lien otherwise	3491
valid pursuant to section 2329.661 of the Revised Code.	3492

Section 2. That existing sections 111.16, 1329.01, 1329.04,	3493
and 2329.66 of the Revised Code are hereby repealed.	3494