As Reported by the House Civil and Commercial Law Committee

127th General Assembly Regular Session 2007-2008

Sub. H. B. No. 332

Representative Wagoner 

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

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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 1776.70, division (E)	140
of section 1776.74, division (E) of section 1782.433, or division	141
(E) of section 1782.4310 of the Revised Code, twenty-five	142
dollars.	143

(L) For a minister's license to solemnize marriages, ten	144
dollars;	145

(M) For examining documents to be filed at a later date for	146
the purpose of advising as to the acceptability of the proposed	147
filing, fifty dollars;	148

(N) Fifty dollars for filing and recording any of the	149
following:	150

(1) A certificate of dissolution and accompanying documents,	151
or a certificate of cancellation, under section 1701.86, 1702.47,	152
1705.43, 1776.65, or 1782.10 of the Revised Code;	153

(2) A notice of dissolution of a foreign licensed corporation	154
or a certificate of surrender of license by a foreign licensed	155
corporation under section 1703.17 of the Revised Code;	156

(3) The withdrawal of registration of a foreign or domestic	157
limited liability partnership under section 1775.61 or, 1775.64,	158
1776.81, or 1776.86 of the Revised Code, or the certificate of	159
cancellation of registration of a foreign limited liability	160
company under section 1705.57 of the Revised Code;	161

(4) The filing of a statement of denial under section 1776.34	162
of the Revised Code, a statement of dissociation under section	163
1776.57 of the Revised Code, a statement of disclaimer of general	164
partner status under Chapter 1782. of the Revised Code, or a	165
cancellation of disclaimer of general partner status under Chapter	166
1782. of the Revised Code.	167

(O) For filing a statement of continued existence by a	168
nonprofit corporation, twenty-five dollars;	169

(P) For filing a restatement under section 1705.08 or 1782.09	170
of the Revised Code, an amendment to a certificate of cancellation	171
under section 1782.10 of the Revised Code, an amendment under	172
section 1705.08 or 1782.09 of the Revised Code, or a correction	173
under section 1705.55, 1775.61, 1775.64, 1776.12, or 1782.52 of	174
the Revised Code, fifty dollars;	175

(Q) For filing for reinstatement of an entity cancelled by	176
operation of law, by the secretary of state, by order of the	177
department of taxation, or by order of a court, twenty-five	178
dollars;	179

(R) For filing a change of agent, resignation of agent, or	180
change of agent's address under section 1701.07, 1702.06,	181
1703.041, 1703.27, 1705.06, 1705.55, 1746.04, 1747.03, or 1782.04	182
of the Revised Code, twenty-five dollars;	183

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

184

(1) An application for the exclusive right to use a name or	185
an application to reserve a name for future use under section	186
1701.05, 1702.05, 1703.31, 1705.05, or 1746.06 of the Revised	187
Code, fifty dollars;	188

(2) A trade name or fictitious name registration or report,	189
fifty dollars;	190

(3) An application to renew any item covered by division	191
(S)(1) or (2) of this section that is permitted to be renewed,	192
twenty-five dollars;	193

(4) An assignment of rights for use of a name covered by	194
division (S)(1), (2), or (3) of this section, the cancellation of	195
a name registration or name reservation that is so covered, or	196
notice of a change of address of the registrant of a name that is	197
so covered, twenty-five dollars.	198

(T) For filing and recording a report to operate a business	199
trust or a real estate investment trust, either foreign or	200
domestic, one hundred twenty-five dollars; and for filing and	201
recording an amendment to a report or associated trust instrument,	202
or a surrender of authority, to operate a business trust or real	203
estate investment trust, fifty dollars;	204

(U)(1) For filing and recording the registration of a	205
trademark, service mark, or mark of ownership, one hundred	206
twenty-five dollars;	207

(2) For filing and recording the change of address of a	208
registrant, the assignment of rights to a registration, a renewal	209
of a registration, or the cancellation of a registration	210
associated with a trademark, service mark, or mark of ownership,	211
twenty-five dollars.	212

(V) For filing a service of process with the secretary of	213
state, five dollars, except as otherwise provided in any section	214
of the Revised Code.	215

Fees specified in this section may be paid by cash, check, or	216
money order, by credit card in accordance with section 113.40 of	217
the Revised Code, or by an alternative payment program in	218
accordance with division (B) of section 111.18 of the Revised	219
Code. Any credit card number or the expiration date of any credit	220
card is not subject to disclosure under Chapter 149. of the	221
Revised Code.	222

Sec. 1329.01.  (A) As used in sections 1329.01 to 1329.10 of	223
the Revised Code:	224

(1) "Trade name" means a name used in business or trade to	225
designate the business of the user and to which the user asserts a	226
right to exclusive use.	227

(2) "Fictitious name" means a name used in business or trade	228
that is fictitious and that the user has not registered or is not	229
entitled to register as a trade name. It does not include the name	230
of record of any domestic corporation that is formed under Chapter	231
1701. or 1702. of the Revised Code, any foreign corporation that	232
is registered pursuant to Chapter 1703. of the Revised Code, any	233
domestic or foreign limited liability company that is formed under	234
or registered pursuant to Chapter 1705. of the Revised Code, any	235
domestic or foreign limited partnership that is formed under or	236
registered pursuant to Chapter 1782. of the Revised Code, or any	237
domestic or foreign limited liability partnership that is formed	238
under or registered pursuant to Chapter 1775. of the Revised Code.	239

(3) "Person" includes any individual, general partnership,	240
limited partnership, limited liability partnership, corporation,	241
association, professional association, limited liability company,	242
society, foundation, federation, or organization formed under the	243
laws of this state or any other state.	244

(B) Subject to sections 1329.01 to 1329.10 of the Revised	245
Code, any person may register with the secretary of state, on a	246
form prescribed by the secretary of state, any trade name under	247
which the person is operating, setting forth all of the following:	248

(1) The name and business address of the applicant for	249
registration and any of the following that is applicable:	250

(a) If the applicant is a general partnership, the namesname	251
and residence addressesaddress of all of the partnersat least	252
one partner or the identifying number the secretary of state	253
assigns to the partnership pursuant to section 1776.05 of the	254
Revised Code;	255

(b) If the applicant is a limited partnership existing prior	256
to July 1, 1994, that has not registered with the secretary of	257
state pursuant to Chapter 1782. of the Revised Code, the name of	258
the Ohio county in which its certificate of limited partnership or	259
application for registration as a foreign limited partnership is	260
filed;	261

(c) If the applicant is a limited partnership to which	262
division (B)(1)(b) of this section does not apply or is, a	263
corporation, professional association, limited liability company,	264
or other entity, the form of the entity and the state under the	265
laws of which it was formed.	266

(2) The trade name to be registered;

267

(3) The general nature of the business conducted by the	268
applicant;	269

(4) The length of time during which the trade name has been	270
used by the applicant in business operations in this state.	271

(C) The trade name application shall be signed by the	272
applicant or by any authorized representative of the applicant.	273

A single trade name may be registered upon each trade name	274
application submitted under sections 1329.01 to 1329.10 of the	275
Revised Code.	276

The trade name application shall be accompanied by a filing	277
fee of fifty dollars, payable to the secretary of state.	278

(D) Any person who does business under a fictitious name and	279
who has not registered and does not wish to register the	280
fictitious name as a trade name or who cannot do so because the	281
name is not available for registration shall report the use of the	282
fictitious name to the secretary of state, on a form prescribed by	283
the secretary of state, setting forth all of the following:	284

(1) The name and business address of the user and any of the	285
following that is applicable:	286

(a) If the user is a general partnership, the namesname and	287
residence addressesaddress of all the partnersat least one	288
partner or the identifying number the secretary of state assigns	289
to the partnership pursuant to section 1775.105 of the Revised	290
Code;	291

(b) If the user is a limited partnership existing prior to	292
July 1, 1994, that has not been registered with the secretary of	293
state pursuant to Chapter 1782. of the Revised Code, the name of	294
the Ohio county in which its certificate of limited partnership or	295
application for registration as a foreign limited partnership is	296
filed;	297

(c) If the user is a limited partnership to which division	298
(D)(1)(b) of this section does not apply or is, a corporation,	299
professional association, limited liability company, or other	300
entity, the form of the entity and the state under whose laws it	301
was formed.	302

(2) The fictitious name being used;

303

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

304

(E) The report of use of a fictitious name shall be signed by	305
the user or by any authorized representative of the user.	306

A single fictitious name may be registered upon each	307
fictitious name report submitted under sections 1329.01 to 1329.10	308
of the Revised Code.	309

The fictitious name report shall be accompanied by a filing	310
fee of fifty dollars, payable to the secretary of state.	311

A report under this division shall be made within thirty days	312
after the date of the first use of the fictitious name.	313

Sec. 1329.04.  Registration of a trade name or report of a	314
fictitious name, under sections 1329.01 to 1329.10 of the Revised	315
Code, shall be effective for a term of five years from the date of	316
registration or report. Upon application filed within six months	317
prior to the expiration of such term, on a form furnished by the	318
secretary of state, the registration or report may be renewed at	319
the end of each five-year period for a like term, provided that a	320
general partnership shall renew its registration or report	321
whenever there has been a change in the listing of partnersany	322
partner named on its registration or report and a limited	323
partnership shall renew its registration or report when a change	324
occurs in the listing of its general partners on its registration	325
or reportceases to be a partner. Such a renewal shall extend the	326
registration or report for five years, unless further changes	327
occur in the interim. The renewal fee specified in division (S)(3)	328
of section 111.16 of the Revised Code, payable to the secretary of	329
state, shall accompany the application for renewal of the	330
registration or report.	331

The secretary of state shall notify persons who have	332
registered trade names or reported fictitious names, within the	333
six months next preceding the expiration of the five years from	334
the date of registration or report, of the necessity of renewal by	335
writing to the last known address of such persons.	336

Sec. 1775.66. (A) This chapter does not govern any	337
partnership on and after the first day of January, 2010.	338

(B) This chapter does not govern any partnership that is	339
formed on or after the first day of January, 2009. Chapter 1776.	340
of the Revised Code governs any partnership formed on or after	341
that date.	342

(C) This chapter does not govern any partnership that elects	343
to be governed by Chapter 1776. of the Revised Code pursuant to	344
procedures in division (C) of section 1776.95 of the Revised Code,	345
on and after the date the partnership elects to be governed by	346
that chapter.	347

Sec. 1776.01. As used in this chapter:

348

(A) "Business" includes every trade, occupation, and	349
profession.	350

(B) "Debtor in bankruptcy" means a person who is the subject	351
of an order for relief under Title 11 of the United States Code, a	352
comparable order under a successor statute of general application,	353
or a comparable order under any federal, state, or foreign law	354
governing insolvency.	355

(C) "Constituent" means in a merger or consolidation, the	356
domestic or foreign entity that merges into another entity, the	357
entity into which another entity is merged, or an existing entity	358
consolidated along with another entity into a new entity.	359

(D) "Distribution" means a transfer of money or other	360
property from a partnership to a partner in the partner's capacity	361
as a partner, or to a transferee of the partner.	362

(E) "Domestic partnership" means a partnership formed under	363
section 1776.22 of the Revised Code or a predecessor law.	364

(F) "Economic interest" means a partner's share of the	365
profits and losses of a partnership and the partner's right to	366
receive distributions.	367

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

368

(1) A for-profit corporation existing under the laws of this	369
state or any other state;	370

(2) Any of the following organizations existing under the	371
laws of this state, the United States, or any other state:	372

(a) A business trust or association;

373

(b) A real estate investment trust;

374

(c) A common law trust;

375

(d) An unincorporated business or for-profit organization	376
including a general or limited partnership;	377

(e) A limited liability company;

378

(f) A nonprofit corporation.

379

(H) "Foreign entity" means an entity formed under the laws of	380
another state.	381

(I) "Foreign limited liability partnership" means a	382
partnership formed under laws other than the laws of this state	383
and that has the status of a limited liability partnership under	384
those laws.	385

(J) "Limited liability partnership" means a partnership that	386
files a statement of qualification under section 1776.81 of the	387
Revised Code and does not have a similar statement in effect in	388
any other jurisdiction.	389

(K) "Liquidating trustee" means a person other than a	390
partner, who carries out the winding up of a partnership.	391

(L) "Partner" means a person admitted to a partnership as a	392
partner.	393

(M) "Partnership" means an association of two or more persons	394
to carry on as co-owners a business for-profit formed under	395
section 1776.22 of the Revised Code, a predecessor law, or a	396
comparable law of another jurisdiction.	397

(N) "Partnership agreement" means the agreement among the	398
partners concerning the partnership, whether written, oral, or	399
implied. A partnership is not required to execute its partnership	400
agreement. A partnership agreement includes amendments to the	401
partnership agreement. A partnership is bound by its partnership	402
agreement irrespective of whether the partnership executes the	403
agreement.	404

(O) "Partnership at will" means a partnership in which the	405
partners have not agreed to remain partners until the expiration	406
of a definite term or the completion of a particular undertaking.	407

(P) "Partnership interest" or "partner's interest in the	408
partnership" means all of a partner's interests in the	409
partnership, including the partner's economic interest and all	410
management and other rights.	411

(Q) "Person" means an individual, corporation whether	412
nonprofit or for-profit, business trust, estate, trust,	413
partnership, limited liability company, association, joint	414
venture, government, governmental subdivision, agency, or	415
instrumentality, or any other legal or commercial entity in its	416
own or any representative capacity, in each case whether domestic	417
or foreign.	418

(R) "Property" means all property, real, personal, or mixed,	419
tangible or intangible, or any interest therein.	420

(S) "State" means a state of the United States, the District	421
of Columbia, the Commonwealth of Puerto Rico, or any territory or	422
insular possession subject to the jurisdiction of the United	423
States, except that as used in sections 1776.68 to 1776.75 of the	424
Revised Code, "state" means the United States, any state,	425
territory, insular possession or other political subdivision of	426
the United States, including the District of Columbia, any foreign	427
country or nation, and any province, territory, or other political	428
subdivision of a foreign country or nation.	429

(T) "Statement" means a statement of correction or corrected	430
statement under section 1776.12 of the Revised Code, a statement	431
of partnership authority under section 1776.33 of the Revised	432
Code, a statement of denial under section 1776.34 of the Revised	433
Code, a statement of dissociation under section 1776.57 of the	434
Revised Code, a statement of dissolution under section 1776.65 of	435
the Revised Code, a certificate of merger or a certificate of	436
consolidation under section 1776.70 of the Revised Code, a	437
certificate of conversion under section 1776.74 of the Revised	438
Code, a statement of qualification under section 1776.81 of the	439
Revised Code, a statement of foreign qualification under section	440
1776.86 of the Revised Code, or an amendment or cancellation of	441
any of the foregoing. All statements shall be on forms the	442
secretary of state prescribes.	443

(U) "Surviving" means, as applied to an entity, the	444
constituent entity that is specified as the entity into which one	445
or more other constituent entities are to be or have been merged.	446

(V) "Transfer" includes an assignment, conveyance, lease,	447
mortgage, deed, and encumbrance.	448

(W) "Tribunal" means a court, or if provided in the	449
partnership agreement or otherwise agreed, an arbitrator,	450
arbitration panel, or other tribunal.	451

Sec. 1776.02. (A) A person knows a fact if the person has	452
actual knowledge of the fact.	453

(B) A person has notice of a fact if the person knows of it,	454
has received a notification of the fact, or has reason to know the	455
fact exists from all of the facts known to the person at the time	456
in question.	457

(C) A person notifies or gives notification to another person	458
by taking steps reasonably required to inform the other person in	459
ordinary course, whether or not the other person learns of that	460
notification.	461

(D) A person receives a notification when the notification	462
comes to the person's attention or is delivered at the person's	463
place of business or at any other place the person holds out as a	464
place for receiving communications.	465

(E)(1) Except as otherwise provided in division (F) of this	466
section, a person other than an individual knows, has notice, or	467
receives a notification of a fact for purposes of a particular	468
transaction when the individual conducting the transaction knows,	469
has notice, or receives a notification of the fact, or in any	470
event, when the fact would have been brought to the individual's	471
attention if the person had exercised reasonable diligence.	472

(2) A person exercises reasonable diligence if the person	473
maintains reasonable routines for communicating significant	474
information to the individual conducting the transaction and there	475
is reasonable compliance with the routines. Reasonable diligence	476
does not require an individual acting for the person to	477
communicate information unless the communication is part of the	478
individual's regular duties or the individual has reason to know	479
of the transaction and that the transaction would be materially	480
affected by the information.	481

(F) A partner's knowledge, notice, or receipt of a	482
notification of a fact relating to the partnership is effective	483
immediately as knowledge by, notice to, or receipt of a	484
notification by the partnership, except in the case of a fraud on	485
the partnership committed by or with the consent of that partner.	486

Sec. 1776.03. (A) Except as otherwise provided in division	487
(B) of this section, the partnership agreement governs relations	488
among the partners and between the partners and the partnership.	489
To the extent the partnership agreement does not otherwise	490
provide, this chapter governs relations among the partners and	491
between the partners and the partnership.	492

(B) The partnership agreement may not do any of the	493
following:	494

(1) Vary the rights and duties under section 1776.05 of the	495
Revised Code except to eliminate the duty to provide copies of	496
statements to all of the partners;	497

(2) Unreasonably restrict the right of access to books and	498
records under division (B) of section 1776.43 of the Revised Code;	499

(3) Eliminate the duty of loyalty under division (B) of	500
section 1776.44 of the Revised Code or division (B)(3) of section	501
1776.53 of the Revised Code, but the partnership agreement may	502
identify specific types or categories of activities that do not	503
violate the duty of loyalty, if not manifestly unreasonable, and	504
all of the partners or a number or percentage specified in the	505
partnership agreement may authorize or ratify, after full	506
disclosure of all material facts, a specific act or transaction	507
that otherwise would violate the duty of loyalty;	508

(4) Unreasonably reduce the duty of care under division (C)	509
of section 1776.44 of the Revised Code or division (B)(3) of	510
section 1776.53 of the Revised Code;	511

(5) Eliminate the obligation of good faith and fair dealing	512
under division (D) of section 1776.44 of the Revised Code, but the	513
partnership agreement may prescribe the standards by which the	514
performance of the obligation is to be measured, if the standards	515
are not manifestly unreasonable;	516

(6) Vary the power to dissociate as a partner under division	517
(A) of section 1776.52 of the Revised Code, except to require the	518
notice under division (A) of section 1776.51 of the Revised Code	519
to be in writing;	520

(7) Vary the right of a tribunal to expel a partner in the	521
events specified in division (E) of section 1776.51 of the Revised	522
Code;	523

(8) Vary the requirement to wind up the partnership business	524
in cases specified in division (D), (E), or (F) of section 1776.61	525
of the Revised Code;	526

(9) Vary the law applicable to a limited liability	527
partnership under division (B) of section 1776.06 of the Revised	528
Code;	529

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

530

Sec. 1776.04. (A) Unless displaced by particular provisions	531
of this chapter, the principles of law and equity supplement this	532
chapter.	533

(B) If an obligation to pay interest under this chapter does	534
not specify a rate of interest, the rate is that specified in	535
section 1343.03 of the Revised Code.	536

(C) No partnership and no person acting on behalf of a	537
partnership shall interpose the defense or make the claim of usury	538
in any action or proceeding upon, or with reference to, any	539
obligation of that partnership. The notes, bonds, other evidences	540
of indebtedness, mortgages, pledges, and deeds of trust of a	541
partnership shall not be set aside, impaired, or adjudged invalid	542
by reason of anything contained in any laws prohibiting or	543
otherwise pertaining to usury or regulating interest rates.	544

(D) No obligation of a partner to a partnership arising under	545
a partnership agreement or a separate agreement or writing, and no	546
note, instruction, or other writing evidencing any such obligation	547
of a partner, is subject to the defense of usury, and no partner	548
shall interpose the defense of usury with respect to any such	549
obligation in any action.	550

Sec. 1776.05. (A) A statement may be filed in the office of	551
the secretary of state. A certified copy of a statement that is	552
filed in an office in another state may be filed in the office of	553
the secretary of state provided that it is accompanied by a form	554
the secretary of state prescribes for that purpose. Either filing	555
has the effect provided in this chapter with respect to	556
partnership property located in, or transactions that occur in,	557
this state.	558

(B) A certified copy of a statement filed in the office of	559
the secretary of state and recorded in the office of a county	560
recorder in this state has the effect provided for recorded	561
statements in this chapter with respect to real property in the	562
county in which recorded. A recorded statement that is not a	563
certified copy of a statement filed in the office of the secretary	564
of state does not have the effect provided for recorded statements	565
in this chapter.	566

(C) At least one partner or one person the partnership	567
authorizes shall execute any statement a partnership files. A	568
partner, a person the partnership authorizes, or other person this	569
chapter authorizes shall execute other statements. An individual	570
who executes a statement shall personally declare, under penalty	571
of perjury, that the contents of the statement are accurate.	572

(D) A person authorized by this chapter to file a statement	573
may amend or cancel the statement by filing an amendment or	574
cancellation that names the partnership, identifies the statement,	575
and states the substance of the amendment or cancellation.	576

(E) A person who files a statement pursuant to this chapter	577
shall promptly send a copy of that statement to every nonfiling	578
partner and to any other person named as a partner in the	579
statement. Failure to send a copy of a statement to a partner or	580
other person does not limit the effectiveness of the statement as	581
to a person not a partner.	582

(F) The secretary of state may collect a fee for filing a	583
statement or providing a certified copy of a statement. The	584
county recorder may collect a fee for recording a statement.	585

(G) When a partnership files its first statement with the	586
secretary of state, the secretary of state shall assign a unique	587
identifying number to that partnership. Whenever a person files a	588
statement relating to a partnership to which the secretary of	589
state has assigned an identifying number or files a statement with	590
a county recorder, the statement shall include the identifying	591
number assigned to the partnership.	592

Sec. 1776.06. (A) Except as otherwise provided in this	593
section, the law of the jurisdiction in which a partnership has	594
its chief executive office governs relations among the partners	595
and between the partners and the partnership.	596

(B) The law of this state governs relations among the	597
partners and between the partners and the partnership, and the	598
liability of partners for an obligation, of a limited liability	599
partnership.	600

(C) The law of this state governs relations among the	601
partners and between the partners and the partnership of any	602
partnership other than a limited liability partnership if the	603
partnership agreement, by its terms, provides that the laws of	604
this state govern the partnership agreement.	605

(D) The laws of a specified jurisdiction other than this	606
state govern the relations among the partners and between the	607
partners and the partnership of any partnership other than a	608
limited liability partnership, if the partnership agreement, by	609
its terms, provides that the laws of that jurisdiction govern the	610
partnership agreement and that jurisdiction allows that election.	611

(E) A partnership governed by this chapter is subject to any	612
amendment to or repeal of any or all of the sections in this	613
chapter.	614

Sec. 1776.07. (A) Any partnership that maintains an effective	615
statement of partnership authority under section 1776.33 of the	616
Revised Code shall maintain continuously in this state an agent	617
for service of process on the partnership. The agent shall be an	618
individual who is a resident of this state, a domestic	619
corporation, or a foreign corporation holding a license as a	620
foreign corporation under the laws of this state.	621

(B) The secretary of state shall not accept an original	622
statement of partnership authority for filing unless the statement	623
of partnership authority includes a written appointment of an	624
agent as this section requires and a written acceptance of the	625
appointment signed by the designated agent.	626

(C) If an agent dies, resigns, or moves outside of this	627
state, the partnership shall appoint forthwith another agent and	628
file with the secretary of state an amendment to its statement of	629
partnership authority appointing a new agent and including a	630
written acceptance of the appointment that is signed by the	631
designated agent.	632

(D) If the address of an agent changes from that stated in	633
the records of the secretary of state, the partnership forthwith	634
shall file with the secretary of state an amendment to its	635
statement of partnership authority setting forth the new address.	636

(E) An agent may resign by filing a written and signed notice	637
of resignation with the secretary of state on a form the secretary	638
prescribes and mailing a copy of that notice to the partnership.	639
The agent shall mail the copy of the notice to the partnership at	640
the current or last known address of its principal office on or	641
prior to the date that the agent files the notice with the	642
secretary of state. The notice shall include the name of the	643
partnership, the name and current address of the agent, the	644
current or last known address, including the street and number or	645
other particular description, of the partnership's principal	646
office, a statement of the resignation of the agent, and a	647
statement that a copy of the notice was provided to the	648
partnership within the time and in the manner specified in this	649
division. The resigning agent's authority terminates thirty days	650
after filing the notice with the secretary of state.	651

(F) A partnership may revoke the appointment of its agent by	652
filing with the secretary of state an amendment to its statement	653
of partnership authority indicating that the appointment of the	654
former agent is revoked and that a new agent is appointed. A	655
written acceptance signed by the new designated agent shall	656
accompany the filing.	657

(G)(1) Any legal process, notice, or demand required or	658
permitted by law to be served upon a partnership with an effective	659
statement of partnership authority may be served upon the	660
partnership as follows:	661

(a) If its agent is an individual, by delivering a copy of	662
the process, notice, or demand to the agent;	663

(b) If its agent is a corporation, by delivering a copy of	664
the process, notice, or demand to the address of the agent in this	665
state as contained in the records of the secretary of state.	666

(2)(a) If its agent cannot be found or no longer has the	667
address stated in the records of the secretary of state or the	668
partnership has failed to maintain an agent as this section	669
requires, and the party, agent, or representative that desires	670
service files with the secretary of state an affidavit stating	671
that one of those circumstances exists and the most recent address	672
of the partnership ascertained after a diligent search, then	673
service upon the secretary of state as the agent of the	674
partnership may be initiated by delivering to the secretary of	675
state four copies of the process, notice, or demand accompanied	676
by a fee of five dollars.	677

(b) The secretary of state forthwith shall give notice of	678
that delivery to the partnership at either its principal office as	679
shown upon the secretary of state's records or at any different	680
address specified in the affidavit of the party desiring service	681
and shall forward to the partnership at either address by	682
certified mail, return receipt requested, a copy of the process,	683
notice, or demand.	684

(c) Service upon the partnership is made when the secretary	685
of state gives the notice and forwards the process, notice, or	686
demand as set forth in division (G)(2) of this section.	687

(H) The secretary of state shall keep a record of each	688
process, notice, and demand that pertains to a partnership and	689
that is delivered to the secretary of state's office under this	690
section or another law of this state that authorizes service upon	691
the secretary of state in connection with a partnership. In that	692
record, the secretary shall record the time of each delivery of	693
that type and the secretary's subsequent action with respect to	694
the process, notice, or demand.	695

(I) Nothing in this section limits or affects the right to	696
serve process in any other manner now or hereafter provided by	697
law. This section is an extension of, and not a limitation upon,	698
the right otherwise existing of service of legal process.	699

Sec. 1776.08. (A) Service of legal process upon any	700
partnership that has not filed a statement of partnership	701
authority in this state and that is formed under the laws of this	702
state or doing business in this state may be made by delivering a	703
copy personally to any partner doing business in this state or by	704
leaving it at a partner's dwelling house or usual place of abode	705
in this state or at a place of business of the partnership in	706
this state.	707

(B) Nothing in this section limits or affects the right to	708
serve process in any other manner now or hereafter provided by	709
law. This section is an extension of, and not a limitation upon,	710
the right otherwise existing of service of legal process.	711

Sec. 1776.10. (A)(1) A partner or a liquidating trustee of a	712
partnership that is formed under the laws of this state or that is	713
doing business in this state may be served with process in the	714
manner this section prescribes in all civil actions or proceedings	715
brought in this state involving or relating to the business of the	716
partnership or a violation by the partner or the liquidating	717
trustee of a duty to the partnership or any partner of the	718
partnership, whether or not the partner or the liquidating trustee	719
is a partner or a liquidating trustee at the time suit is	720
commenced.	721

(2) A person who is a partner or liquidating trustee on the	722
date on which this chapter first applies to the partnership	723
pursuant to division (C) of section 1776.95 of the Revised Code,	724
or who thereafter becomes a partner or a liquidating trustee of a	725
partnership, thereby consents to the appointment of each partner	726
who has signed a statement of partnership authority under section	727
1776.33 of the Revised Code, and any agent named in a statement of	728
partnership authority under section 1776.33 of the Revised Code,	729
as that person's agent upon whom service of process may be made.	730
Any process so served shall be of the same legal force and	731
validity as if served upon the partner or liquidating trustee	732
within this state.	733

(B) In a written partnership agreement or other writing, a	734
partner may consent to be subject to the nonexclusive jurisdiction	735
of the courts of, or arbitration in, a specified jurisdiction, or	736
the exclusive jurisdiction of the courts of this state, or the	737
exclusivity of arbitration in a specified jurisdiction or this	738
state, and to be served with legal process in the manner	739
prescribed in the partnership agreement or other writing.	740

(C) Nothing in this section limits or affects the right to	741
serve process in any other manner now or hereafter provided by	742
law. This section is an extension of, and not a limitation upon,	743
the right otherwise existing of service of legal process.	744

Sec. 1776.11. (A) Any person who is adversely affected by the	745
failure or refusal of a person to execute a statement as this	746
chapter requires may petition the court of common pleas to direct	747
the execution of that statement. If the court finds that the	748
execution of the statement is proper and that a person has failed	749
or refused to execute that statement as designated, the court	750
shall order the secretary of state to file an appropriate	751
statement.	752

(B) Any person who is adversely affected by the failure or	753
refusal of another person to execute a partnership agreement or	754
amendment when that person is designated to do so may petition the	755
court of common pleas to direct the execution of the partnership	756
agreement or amendment. If the court finds that the partnership	757
agreement or amendment should be executed and that a designated	758
person has failed or refused to do so, the court shall enter an	759
order granting appropriate relief.	760

Sec. 1776.12. (A) Any statement filed with the secretary of	761
state pursuant to this chapter that is an inaccurate record of the	762
action referred to in the statement, or that was defectively or	763
erroneously executed, may be corrected by filing a statement of	764
correction with the secretary of state. The statement of	765
correction shall specify the inaccuracy or defect to be corrected,	766
set forth the inaccurate or defective portion of the statement in	767
corrected form, and be executed and filed as this chapter	768
requires. The statement of correction is effective as of the date	769
the original statement was filed, except as to persons who are	770
substantially and adversely affected by the correction, for whom	771
the statement of correction is effective from its filing date.	772

(B) In lieu of filing a statement of correction as division	773
(A) of this section describes, a statement may be corrected by	774
executing and filing a corrected statement with the secretary of	775
state in the same manner as an original statement, and paying a	776
fee equal to the fee payable for an original statement. The	777
corrected statement shall specify in its heading that it is a	778
corrected statement, specify the inaccuracy or defect to be	779
corrected, and set forth the entire statement in corrected form. A	780
statement corrected in accordance with this division is effective	781
as of the date the original statement was filed, except as to	782
those who are substantially and adversely affected by the	783
correction, for whom the corrected statement is effective from its	784
filing date.	785

Sec. 1776.21. (A) A partnership is an entity distinct from	786
its partners.	787

(B) A limited liability partnership continues to be the same	788
entity that existed before the filing of a statement of	789
qualification under section 1776.81 of the Revised Code.	790

(C) Except as otherwise provided in the Revised Code or the	791
partnership agreement, a partnership formed under this chapter has	792
authority to engage in any activity in which a domestic	793
corporation or a domestic limited liability company may lawfully	794
engage and has the powers of a domestic corporation or domestic	795
limited liability company.	796

Sec. 1776.22. (A) Except as otherwise provided in division	797
(B) of this section, any association of two or more persons to	798
carry on as co-owners a business for-profit forms a partnership,	799
whether or not the persons intend to form a partnership.	800

(B) An association formed under a statute not included in	801
this chapter, a predecessor statute, or a comparable statute of	802
another jurisdiction is not a partnership under this chapter.	803

(C) In determining whether a partnership is formed, the	804
following rules apply:	805

(1) Holding property in joint tenancy, tenancy in common,	806
tenancy by the entireties, joint property, common property, or	807
part ownership does not by itself establish a partnership, even if	808
the co-owners share profits made by the use of the property.	809

(2) The sharing of gross returns does not by itself establish	810
a partnership, even if the persons sharing the returns have a	811
joint or common right or interest in property from which the	812
returns are derived.	813

(3) A person who receives a share of the profits of a	814
business is presumed to be a partner in the business, unless the	815
profits were received in payment for any of the following:	816

(a) A debt by installments or otherwise;

817

(b) Services as an independent contractor or wages or other	818
compensation to an employee;	819

(c) Rent;

820

(d) An annuity or other retirement or health benefit to a	821
beneficiary, representative, or designee of a deceased or retired	822
partner;	823

(e) Interest or other charge on a loan, even if the amount of	824
payment varies with the profits of the business, including a	825
direct or indirect present or future ownership of the collateral,	826
or rights to income, proceeds, or increase in value derived from	827
the collateral;	828

(f) The sale of the goodwill of a business or other property	829
by installments or otherwise.	830

Sec. 1776.23. (A) Property acquired by a partnership is	831
property of the partnership and not the property of the partners	832
individually.	833

(B) Property is partnership property if the property is	834
acquired in the name of either of the following:	835

(1) The partnership;

836

(2) One or more partners when the instrument transferring	837
title to the property indicates that the transferee holds the	838
property in the capacity as a partner, or that a partnership	839
exists but without an indication of the name of the partnership.	840

(C) Property is acquired in the name of the partnership by a	841
transfer to either of the following:	842

(1) The partnership in its name;

843

(2) One or more partners in their capacity as partners in the	844
partnership, if the name of the partnership is indicated in the	845
instrument transferring title to the property.	846

(D) Property is presumed to be partnership property if	847
purchased with partnership assets, even if it is not acquired as	848
described in division (B) of this section.	849

(E) Property acquired in the name of one or more of the	850
partners, when there is no indication in the instrument	851
transferring title to the property of the person's capacity as a	852
partner or of the existence of a partnership and without the use	853
of partnership assets, is presumed to be separate property, even	854
if used for partnership purposes.	855

Sec. 1776.24. (A) The contribution of a partner may be in	856
cash, property, or services rendered, or a promissory note or	857
other obligation to contribute cash or property or to perform	858
services.	859

(B) A partner is obligated to the partnership to perform any	860
promise to contribute cash, property, or services even if the	861
partner is unable to perform because of death, disability, or any	862
other reason. If a partner does not make the required contribution	863
of property or services, the partner is obligated, at the option	864
of the partnership, to contribute cash equal to the value of the	865
contribution that has not been made. The foregoing option is in	866
addition to, and not in lieu of, any other rights, including the	867
right to specific performance, that the partnership may have	868
against a partner under the partnership agreement or applicable	869
law.	870

(C) A partnership agreement may provide that the partnership	871
interest of any partner who fails to make any required	872
contribution is subject to specified penalties for, or specified	873
consequences of, that failure. The penalty or consequence may take	874
the form of reducing or eliminating the defaulting partner's	875
interest in the partnership, subordinating the partner's	876
partnership interest to that of nondefaulting partners, a forced	877
sale of the partner's partnership interest, forfeiture of the	878
partner's partnership interest, the lending by other partners of	879
the amount necessary to meet the partner's commitment, a fixing of	880
the value of the partner's partnership interest by appraisal or by	881
formula and the redemption or sale of the partner's partnership	882
interest at that value, or any other penalty or consequence.	883

Sec. 1776.31. Both of the following govern the acts of a	884
partner, subject to any statement of partnership authority under	885
section 1776.33 of the Revised Code:	886

(A) Each partner is an agent of the partnership for the	887
purpose of its business. An act of a partner, including the	888
execution of an instrument in the partnership name, for apparently	889
carrying on in the ordinary course the partnership business or	890
business of the kind carried on by the partnership binds the	891
partnership, unless the partner had no authority to act for the	892
partnership in the particular matter and the person with whom the	893
partner was dealing knew or had received a notification that the	894
partner lacked authority.	895

(B) An act of a partner that is not apparently for carrying	896
on in the ordinary course the partnership business or business of	897
the kind the partnership carries on binds the partnership only if	898
the act was authorized by the other partners.	899

Sec. 1776.32. (A) Partnership property may be transferred as	900
follows:	901

(1) Partnership property held in the name of the partnership	902
may be transferred by an instrument of transfer a partner executes	903
in the partnership name, subject to any statement of partnership	904
authority under section 1776.33 of the Revised Code.	905

(2) Partnership property held in the name of one or more	906
partners, when the instrument transferring the property to them	907
indicates their capacity as partners or of the existence of a	908
partnership but does not indicate the name of the partnership, may	909
be transferred by an instrument of transfer executed by the	910
persons in whose name the property is held.	911

(3) Partnership property held in the name of one or more	912
persons other than the partnership, without an indication in the	913
instrument transferring the property to them of their capacity as	914
partners or of the existence of a partnership, may be transferred	915
by an instrument of transfer executed by the persons in whose name	916
the property is held.	917

(B) A partnership may recover partnership property from a	918
transferee only if it proves that the execution of the instrument	919
of initial transfer did not bind the partnership under section	920
1776.31 of the Revised Code and that either of the following is	921
true:	922

(1) A subsequent transferee who gave value for property	923
transferred under division (A)(1) or (2) of this section knew or	924
had received a notification that the person who executed the	925
instrument of initial transfer lacked authority to bind the	926
partnership;	927

(2) A transferee who gave value for property transferred	928
under division (A)(3) of this section, knew or had received a	929
notification that the property was partnership property and the	930
person who executed the instrument of initial transfer lacked	931
authority to bind the partnership.	932

(C) A partnership may not recover partnership property from a	933
subsequent transferee if, under division (B) of this section, the	934
partnership would not have been entitled to recover the property	935
from any earlier transferee of the property.	936

(D) If a person holds all interests of all partners in the	937
partnership, all of the partnership property vests in that person.	938
The person may execute a document in the name of the partnership	939
to evidence vesting of the property in that person and may file or	940
record the document.	941

Sec. 1776.33. (A)(1) A partnership may file a statement of	942
partnership authority. Any statement filed pursuant to this	943
section shall include all of the following:	944

(a) The name of the partnership;

945

(b) The street address of the partnership's chief executive	946
office and that of one office in this state, if an office exists	947
in this state;	948

(c) The names and mailing addresses of all of the partners or	949
of an information agent the partnership appoints and maintains for	950
the purpose of division (B) of this section;	951

(d) The name and address of the agent for service of process	952
and the signed acceptance of appointment, as section 1776.07 of	953
the Revised Code requires.	954

(2) Any statement filed pursuant to this section may state	955
the names of the partners authorized to execute an instrument	956
transferring real property held in the name of the partnership,	957
the authority, including any limitations, that some or all of the	958
partners have to enter into other transactions on behalf of the	959
partnership, and any other matter.	960

(B) If a filed statement of partnership authority names an	961
agent, that agent shall maintain a list of the names and mailing	962
addresses of all of the partners and make the list available to	963
any person on request for good cause shown.	964

(C) If a filed statement of partnership authority is executed	965
pursuant to division (C) of section 1776.05 of the Revised Code	966
and states the name of the partnership but does not contain all of	967
the other information division (A) of this section requires, that	968
statement shall operate as provided in divisions (D) and (E) of	969
this section with respect to a person not a partner.	970

(D) Except as otherwise provided in division (G) of this	971
section, a filed statement of partnership authority supplements	972
the authority of a partner to enter into transactions on behalf of	973
the partnership as follows:	974

(1) Except for transfers of real property, a grant of	975
authority contained in a filed statement of partnership authority	976
is conclusive in favor of any person who gives value without	977
knowledge to the contrary, so long as, and to the extent that,	978
another filed statement does not contain a limitation on that	979
authority. A filed cancellation of a limitation on authority	980
revives the previous grant of authority.	981

(2) A grant of authority to transfer real property held in	982
the name of the partnership that is contained in a certified copy	983
of a filed statement of partnership authority recorded in the	984
office of a county recorder, is conclusive as to real property in	985
the county where the statement is recorded, in favor of a person	986
who gives value without knowledge to the contrary, so long as, and	987
to the extent that, a certified copy of a filed statement	988
containing a limitation on that authority is not of record in the	989
same office. Recording a certified copy of a filed cancellation of	990
a limitation on authority in the office of a county recorder	991
revives the previous grant of authority filed in that office.	992

(E) A person not a partner is deemed to know of a limitation	993
of a partner's authority to transfer real property held in the	994
name of the partnership if a certified copy of the filed statement	995
containing the limitation on authority is of record in the office	996
for recording transfers of that real property.	997

(F) Except as otherwise provided in divisions (D) and (E) of	998
this section and sections 1776.57 and 1776.65 of the Revised Code,	999
a person not a partner is not deemed to know of a limitation on	1000
the authority of a partner merely because the limitation is	1001
contained in a filed statement.	1002

(G) Unless earlier canceled, a filed statement of partnership	1003
authority is canceled by operation of law five years after the	1004
date on which the statement, or the most recent amendment, is	1005
filed with the secretary of state.	1006

Sec. 1776.34. A partner, or other person that a filed	1007
statement of partnership authority names as a partner or included	1008
in a list an agent maintains pursuant to division (B) of section	1009
1776.33 of the Revised Code, may file a statement of denial	1010
stating the name of the partnership and the fact that is being	1011
denied, which may include denial of a person's authority or status	1012
as a partner. A statement of denial is a limitation on authority	1013
under divisions (D) and (E) of section 1776.33 of the Revised	1014
Code.	1015

Sec. 1776.35. (A) A partnership is liable for loss or injury	1016
caused to a person or for a penalty incurred as a result of a	1017
wrongful act or omission, or other actionable conduct, of a	1018
partner acting in the ordinary course of business of the	1019
partnership or with authority of the partnership.	1020

(B) A partnership is liable for the loss if, in the course of	1021
the partnership's business or while acting with authority of the	1022
partnership, a partner receives or causes the partnership to	1023
receive money or property of a person not a partner, and a partner	1024
misapplies the money or property.	1025

Sec. 1776.36. (A) Except as otherwise provided in divisions	1026
(B) and (C) of this section, all partners are liable jointly and	1027
severally for all obligations of the partnership unless otherwise	1028
agreed by the claimant or provided by law.	1029

(B) A person admitted as a partner into an existing	1030
partnership is not personally liable for any partnership	1031
obligation incurred before the person's admission as a partner.	1032

(C) An obligation of a partnership incurred while the	1033
partnership is a limited liability partnership, whether arising in	1034
contract, tort, or otherwise, is solely the obligation of the	1035
partnership. A partner is not personally liable, directly or	1036
indirectly, by way of contribution or otherwise, for such an	1037
obligation solely by reason of being or acting as a partner. This	1038
division applies notwithstanding anything inconsistent in the	1039
partnership agreement that existed before any vote required to	1040
become a limited liability partnership under division (B) of	1041
section 1776.81 of the Revised Code.	1042

Sec. 1776.37. (A) A partnership may sue and be sued in the	1043
name of the partnership.	1044

(B) An action may be brought against the partnership and, to	1045
the extent not inconsistent with section 1776.36 of the Revised	1046
Code, any or all of the partners in the same action or in	1047
separate actions.	1048

(C) A judgment against a partnership is not by itself a	1049
judgment against a partner. A judgment against a partnership may	1050
not be satisfied from a partner's assets unless there is also a	1051
judgment against the partner.	1052

(D) A judgment creditor of a partner may not levy execution	1053
against the assets of a partner to satisfy a judgment based on a	1054
claim against the partnership unless the partner is personally	1055
liable for the claim under section 1776.36 of the Revised Code and	1056
any of the following apply:	1057

(1) A judgment based on the same claim was obtained against	1058
the partnership and a writ of execution on the judgment was	1059
returned unsatisfied in whole or in part;	1060

(2) The partnership is a debtor in bankruptcy;

1061

(3) The partner agreed that the creditor need not exhaust	1062
partnership assets;	1063

(4) A court grants permission to the judgment creditor to	1064
levy execution against the assets of a partner based on a finding	1065
that partnership assets subject to execution are clearly	1066
insufficient to satisfy the judgment, that exhaustion of	1067
partnership assets is excessively burdensome, or that the grant of	1068
permission is an appropriate exercise of the court's equitable	1069
powers;	1070

(5) Liability is imposed on the partner by law or contract	1071
independent of the existence of the partnership.	1072

(E) This section applies to any partnership liability or	1073
obligation resulting from a representation by a partner or	1074
purported partner under section 1776.38 of the Revised Code.	1075

Sec. 1776.38. (A) If a person, by words or conduct, purports	1076
to be a partner, or consents to being represented by another as a	1077
partner, in a partnership or with one or more persons not	1078
partners, the purported partner is liable to any person to whom	1079
the representation is made if that person, relying on the	1080
representation, enters into a transaction with the actual or	1081
purported partnership. If the representation, either by the	1082
purported partner or by a person with the purported partner's	1083
consent, is made in a public manner, the purported partner is	1084
liable to a person who relies upon the purported partnership even	1085
if the purported partner is not aware of being held out as a	1086
partner to the claimant. If partnership liability results, the	1087
purported partner is liable with respect to that liability as if	1088
the purported partner were a partner. If no partnership liability	1089
results, the purported partner is liable with respect to that	1090
liability jointly and severally with any other person consenting	1091
to the representation.	1092

(B) If a person is represented to be a partner in an existing	1093
partnership, or with one or more persons not partners, the	1094
purported partner is an agent of persons consenting to the	1095
representation to bind them to the same extent and in the same	1096
manner as if the purported partner were a partner, with respect to	1097
persons who enter into transactions in reliance upon the	1098
representation. If all of the partners of the existing partnership	1099
consent to the representation, a partnership act or obligation	1100
results. If fewer than all of the partners of the existing	1101
partnership consent to the representation, the person acting and	1102
the partners consenting to the representation are jointly and	1103
severally liable.	1104

(C) A person is not liable as a partner merely because the	1105
person is named by another in a statement of partnership	1106
authority.	1107

(D) A person does not continue to be liable as a partner	1108
merely because of a failure to file a statement of dissociation or	1109
to amend a statement of partnership authority to indicate the	1110
partner's dissociation from the partnership.	1111

(E) Except as otherwise provided in divisions (A) and (B) of	1112
this section, persons who are not partners as to each other are	1113
not liable as partners as to other persons.	1114

Sec. 1776.41. (A) Each partner is deemed to have an account	1115
to which both of the following apply:	1116

(1) The account is credited with an amount equal to the money	1117
plus the value of any other property, net of the amount of any	1118
liabilities, the partner contributes to the partnership and the	1119
partner's share of the partnership profits;	1120

(2) The account is charged with an amount equal to the money	1121
plus the value of any other property, net of the amount of any	1122
liabilities, the partnership distributes to the partner and the	1123
partner's share of the partnership losses.	1124

(B) Each partner is entitled to an equal share of the	1125
partnership profits and is chargeable with a share of the	1126
partnership losses in proportion to the partner's share of the	1127
profits.	1128

(C) A partnership shall reimburse a partner for payments made	1129
and indemnify a partner for liabilities the partner incurs in the	1130
ordinary course of the business of the partnership or for the	1131
preservation of its business or property.	1132

(D) A partnership shall reimburse a partner for an advance to	1133
the partnership beyond the amount of capital the partner agreed to	1134
contribute.	1135

(E) A payment or advance made by a partner that gives rise to	1136
a partnership obligation under division (C) or (D) of this section	1137
constitutes a loan to the partnership that accrues interest from	1138
the date of the payment or advance.	1139

(F) Each partner has equal rights in the management and	1140
conduct of the partnership business.	1141

(G) A partner may use or possess partnership property only on	1142
behalf of the partnership.	1143

(H) A partner is not entitled to remuneration for services	1144
performed for the partnership, except for reasonable compensation	1145
for services rendered in winding up the business of the	1146
partnership.	1147

(I) A person may become a partner only with the consent of	1148
all of the partners.	1149

(J) A difference arising as to a matter in the ordinary	1150
course of business of a partnership may be decided by a majority	1151
of the partners. An act outside the ordinary course of business of	1152
a partnership and an amendment to the partnership agreement may be	1153
undertaken only with the consent of all of the partners.	1154

(K) This section does not affect the obligations of a	1155
partnership to other persons under section 1776.31 of the Revised	1156
Code.	1157

Sec. 1776.42. A partner has no right to receive, and is not	1158
required to accept, a distribution in kind.	1159

Sec. 1776.43. (A) A partnership shall keep its books and	1160
records, if any, at its chief executive office.	1161

(B) A partnership shall provide partners and their agents and	1162
attorneys access to its books and records. It shall provide former	1163
partners and their agents and attorneys access to books and	1164
records pertaining to the period during which they were partners.	1165
The right of access provides the opportunity to inspect and copy	1166
books and records during ordinary business hours. A partnership	1167
may impose a reasonable charge, covering the costs of labor and	1168
material, for copies of documents furnished.	1169

(C) Each partner and the partnership shall furnish to a	1170
partner, and to the legal representative of a deceased partner or	1171
partner under legal disability, both of the following:	1172

(1) Without demand, any information concerning the	1173
partnership's business and affairs reasonably required for the	1174
proper exercise of the partner's rights and duties under the	1175
partnership agreement or this chapter;	1176

(2) On demand, any other information concerning the	1177
partnership's business and affairs, except to the extent the	1178
demand or the information demanded is unreasonable or otherwise	1179
improper under the circumstances.	1180

Sec. 1776.44. (A) The only fiduciary duties a partner owes to	1181
the partnership and the other partners are the duty of loyalty and	1182
the duty of care set forth in divisions (B) and (C) of this	1183
section.	1184

(B) A partner's duty of loyalty to the partnership and the	1185
other partners is limited to the following:	1186

(1) To account to the partnership and hold as trustee for it	1187
any property, profit, or benefit derived by the partner in the	1188
conduct and winding up of the partnership business or derived from	1189
a use by the partner of partnership property, including the	1190
appropriation of a partnership opportunity;	1191

(2) To refrain from dealing with the partnership in the	1192
conduct or winding up of the partnership business as or on behalf	1193
of a party having an interest adverse to the partnership;	1194

(3) To refrain from competing with the partnership in the	1195
conduct of the partnership business before the dissolution of the	1196
partnership.	1197

(C) A partner's duty of care to the partnership and the other	1198
partners in the conduct and winding up of the partnership business	1199
is limited to refraining from engaging in grossly negligent or	1200
reckless conduct, intentional misconduct, or a knowing violation	1201
of law.	1202

(D) A partner shall discharge duties to the partnership and	1203
the other partners pursuant to this chapter or under the	1204
partnership agreement and shall exercise any rights consistent	1205
with the obligation of good faith and fair dealing.	1206

(E) A partner does not violate a duty or obligation under	1207
this chapter, or under the partnership agreement, merely because	1208
the partner's conduct furthers the partner's own interest.	1209

(F) A partner may lend money to and transact other business	1210
with the partnership, and as to each loan or transaction the	1211
rights and obligations of the partner are the same as those of a	1212
person who is not a partner, subject to other applicable law.	1213

(G) This section applies to a person winding up the	1214
partnership business as the personal or legal representative of	1215
the last surviving partner as if the person were a partner.	1216

Sec. 1776.45. (A) A partnership may maintain an action	1217
against a partner for a breach of the partnership agreement or for	1218
the violation of a duty to the partnership, causing harm to the	1219
partnership.	1220

(B) A partner may maintain an action against the partnership	1221
or another partner for legal or equitable relief, with or without	1222
an accounting as to partnership business, to enforce any of the	1223
following:	1224

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

1225

(2) The partner's rights under this chapter, including any of	1226
the following:	1227

(a) The partner's rights under sections 1776.41, 1776.43, or	1228
1776.44 of the Revised Code;	1229

(b) The partner's right on dissociation to have the partner's	1230
interest in the partnership purchased pursuant to section 1776.54	1231
of the Revised Code, or any other right under sections 1776.51 to	1232
1776.53 or sections 1776.54 to 1776.58 of the Revised Code;	1233

(c) The partner's right to compel a dissolution and winding	1234
up of the partnership business or enforce any other right under	1235
sections 1776.61 to 1776.67 of the Revised Code.	1236

(3) The rights and otherwise protect the interests of the	1237
partner, including rights and interests arising independently of	1238
the partnership relationship.	1239

(C) This section does not govern the accrual of, and any time	1240
limitation on, a right of action for a remedy under this section.	1241
A right to an accounting upon dissolution and winding up does not	1242
revive a claim barred by law.	1243

Sec. 1776.46. (A) If a partnership for a definite term or	1244
particular undertaking is continued, without an express	1245
agreement, after the expiration of the term or completion of the	1246
undertaking, the rights and duties of the partners remain the same	1247
as they were at the expiration or completion, so far as is	1248
consistent with a partnership at will.	1249

(B) If the partners, or those who habitually acted in the	1250
business during the term or undertaking, continue the business	1251
without any settlement or liquidation of the partnership, the	1252
partners are presumed to have agreed that the partnership will	1253
continue.	1254

Sec. 1776.47.  A partner is not a co-owner of partnership	1255
property and has no interest in partnership property that can be	1256
transferred, either voluntarily or involuntarily.	1257

Sec. 1776.48.  A partner's economic interest is the only	1258
transferable interest of a partner in the partnership. The	1259
economic interest is personal property.	1260

Sec. 1776.49.  (A) A transfer, in whole or in part, of a	1261
partner's economic interest in the partnership is permissible and	1262
does not by itself cause the partner's dissociation or a	1263
dissolution and winding up of the partnership business. A transfer	1264
does not entitle the transferee, as against the other partners or	1265
the partnership, during the continuance of the partnership, to	1266
participate in the management or conduct of the partnership	1267
business, to require access to information concerning partnership	1268
transactions, or to inspect or copy the partnership books or	1269
records.	1270

(B) A transferee of a partner's economic interest in the	1271
partnership has a right:	1272

(1) To receive, in accordance with the transfer,	1273
distributions to which the transferor otherwise would be	1274
entitled;	1275

(2) To receive upon the dissolution and winding up of the	1276
partnership business, in accordance with the transfer, the net	1277
amount otherwise distributable to the transferor;	1278

(3) To seek under division (F) of section 1776.61 of the	1279
Revised Code, a determination by a tribunal that it is equitable	1280
to wind up the partnership business.	1281

(C) In a dissolution and winding up, a transferee is entitled	1282
to an account of partnership transactions only from the date of	1283
the latest account to which all of the partners agreed.	1284

(D) Upon transfer, the transferor retains the rights and	1285
duties of a partner other than the interest in distributions	1286
transferred.	1287

(E) A partnership need not give effect to a transferee's	1288
rights under this section until it has notice and reasonable proof	1289
of the transfer.	1290

(F) A transfer of a partner's economic interest in the	1291
partnership in violation of a restriction on transfer contained in	1292
the partnership agreement is ineffective as to a person having	1293
notice of the restriction at the time of transfer.	1294

(G) Sections 1309.406 and 1309.408 of the Revised Code do not	1295
apply to any partnership interest in a partnership formed under	1296
this chapter.	1297

Sec. 1776.50. (A) On application by a judgment creditor of a	1298
partner or of a partner's transferee, a court having jurisdiction	1299
may charge the economic interest of the judgment debtor to satisfy	1300
the judgment. The court may appoint a receiver of the share of the	1301
distributions due or to become due to the judgment debtor in	1302
respect of the partnership and make all other orders, directions,	1303
accounts, and inquiries the judgment debtor might have made or	1304
which the circumstances of the case may require.	1305

(B) A charging order constitutes a lien on the judgment	1306
debtor's economic interest in the partnership. The court may order	1307
a foreclosure of the interest subject to the charging order at any	1308
time. The purchaser at the foreclosure sale has the rights of a	1309
transferee.	1310

(C) At any time before foreclosure, an interest charged may	1311
be redeemed by any of the following:	1312

(1) The judgment debtor;

1313

(2) One or more of the other partners by using property other	1314
than partnership property;	1315

(3) One or more of the other partners, with the consent of	1316
all of the partners whose interests are not so charged, by using	1317
partnership property.	1318

(D) Nothing in this chapter deprives a partner of any right	1319
under exemption laws with respect to the partner's interest in the	1320
partnership.	1321

(E) This section provides the exclusive remedy by which a	1322
judgment creditor of a partner, or partner's transferee, may	1323
satisfy a judgment out of the judgment debtor's economic interest	1324
in the partnership.	1325

Sec. 1776.51. A partner is dissociated from a partnership	1326
upon the occurrence of any of the following events:	1327

(A) The partnership has notice of the partner's express will	1328
to withdraw as a partner, on the date of the notice or on a later	1329
date the partner specifies;	1330

(B) The happening of an event agreed to in the partnership	1331
agreement as causing the partner's dissociation;	1332

(C) The partner's expulsion pursuant to the partnership	1333
agreement;	1334

(D) The partner's expulsion by the unanimous vote of the	1335
other partners because of any of the following:	1336

(1) It is unlawful to carry on the partnership business with	1337
that partner.	1338

(2) A transfer of all or substantially all of that partner's	1339
economic interest in the partnership, other than a transfer for	1340
security purposes, or a court order charging the partner's	1341
interest, which has not been foreclosed;	1342

(3) A certificate of dissolution is not revoked or the	1343
charter or a right to conduct business is not reinstated within	1344
ninety days after the partnership notifies a corporate partner of	1345
its expulsion because the corporate partner filed a certificate	1346
of dissolution or the equivalent, had its charter revoked, or had	1347
its right to conduct business suspended by the jurisdiction of	1348
its incorporation.	1349

(4) The partner is a partnership that has dissolved and is	1350
winding up its business.	1351

(E) On application by the partnership or another partner, a	1352
tribunal determines any of the following is cause for expulsion:	1353

(1) The partner engaged in wrongful conduct that adversely	1354
and materially affects the partnership business.	1355

(2) The partner willfully or persistently committed a	1356
material breach of the partnership agreement or a duty owed to the	1357
partnership or the other partners under section 1776.44 of the	1358
Revised Code.	1359

(3) The partner engaged in conduct relating to the	1360
partnership business that makes it not reasonably practicable to	1361
carry on the business in partnership with the partner.	1362

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

1363

(1) Becoming a debtor in bankruptcy;

1364

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

1365

(3) Seeking, consenting to, or acquiescing in the appointment	1366
of a trustee, receiver, or liquidator of that partner or of all or	1367
substantially all of that partner's property;	1368

(4) Failing, within ninety days after the appointment, to	1369
have vacated or stayed the appointment of a trustee, receiver, or	1370
liquidator of either the partner or all or substantially all of	1371
the partner's property that was obtained without the partner's	1372
consent or acquiescence, or failing within ninety days after the	1373
expiration of a stay to have the appointment vacated.	1374

(G) Any of the following, in the case of a partner who is an	1375
individual:	1376

(1) The partner's death;

1377

(2) The appointment of a guardian or general conservator for	1378
the partner;	1379

(3) A determination by a tribunal that the partner has	1380
otherwise become incapable of performing the partner's duties	1381
under the partnership agreement.	1382

(H) In the case of a partner that is a trust or is acting as	1383
a partner by virtue of being a trustee of a trust, distribution of	1384
the trust's entire economic interest in the partnership, but not	1385
merely by reason of the substitution of a successor trustee;	1386

(I) In the case of a partner that is an estate or is acting	1387
as a partner by virtue of being a personal representative of an	1388
estate, distribution of the estate's entire economic interest in	1389
the partnership, but not merely by reason of the substitution of a	1390
successor personal representative;	1391

(J) Termination of a partner that is not an individual,	1392
partnership, corporation, trust, or estate.	1393

Sec. 1776.52. (A) A partner has the power to dissociate at	1394
any time, rightfully or wrongfully, by express will pursuant to	1395
division (A) of section 1776.51 of the Revised Code.	1396

(B) A partner's dissociation is wrongful only if either of	1397
the following applies to that dissociation:	1398

(1) It is in breach of an express provision of the	1399
partnership agreement.	1400

(2) In the case of a partnership for a definite term or	1401
particular undertaking, before the expiration of the term or the	1402
completion of the undertaking, if any of the following applies:	1403

(a) The partner withdraws by express will, unless the	1404
withdrawal follows within ninety days after another partner's	1405
dissociation by death or otherwise under divisions (F) to (J) of	1406
section 1776.51 of the Revised Code or wrongful dissociation	1407
under division (B) of this section;	1408

(b) The partner is expelled by a determination by a tribunal	1409
under division (E) of section 1776.51 of the Revised Code.	1410

(c) The partner is dissociated by becoming a debtor in	1411
bankruptcy.	1412

(d) In the case of a partner who is not an individual, trust	1413
other than a business trust, or estate, the partner is expelled or	1414
otherwise dissociated because it willfully dissolved or	1415
terminated.	1416

(C) A partner who wrongfully dissociates is liable to the	1417
partnership and to the other partners for damages caused by the	1418
dissociation. The liability is in addition to any other obligation	1419
of the partner to the partnership or to the other partners.	1420

Sec. 1776.53. (A) If a partner's dissociation results in a	1421
dissolution and winding up of the partnership business, sections	1422
1776.61 to 1776.67 of the Revised Code apply. Otherwise, sections	1423
1776.54 to 1776.58 of the Revised Code apply.	1424

(B) Upon a partner's dissociation, all of the following	1425
apply:	1426

(1) The partner's right to participate in the management and	1427
conduct of the partnership business terminates, except as	1428
otherwise provided in section 1776.63 of the Revised Code;	1429

(2) The partner's duty of loyalty under division (B)(3) of	1430
section 1776.44 of the Revised Code terminates;	1431

(3) The partner's duty of loyalty under divisions (B)(1) and	1432
(2) of section 1776.44 of the Revised Code and duty of care under	1433
division (C) of section 1776.44 of the Revised Code continue only	1434
with regard to matters arising and events occurring before the	1435
partner's dissociation, unless the partner participates in winding	1436
up the partnership's business pursuant to section 1776.63 of the	1437
Revised Code.	1438

Sec. 1776.54. (A) When a partner is dissociated from a	1439
partnership and that dissociation does not result in a dissolution	1440
and winding up of the partnership business under section 1776.61	1441
of the Revised Code, the partnership shall cause the dissociated	1442
partner's interest in the partnership to be purchased for a buyout	1443
price determined pursuant to division (B) of this section.	1444

(B)(1) The buyout price of a dissociated partner's interest	1445
is the amount that would have been distributable to the	1446
dissociating partner under division (B) of section 1776.67 of the	1447
Revised Code as if, on the date of dissociation, both of the	1448
following occurred:	1449

(a) The partnership sold the assets at a price equal to the	1450
greater of the liquidation value or the value based on a sale of	1451
the entire business as a going concern without the dissociated	1452
partner.	1453

(b) The partnership completed a winding up of the	1454
partnership business.	1455

(2) Interest shall be paid from the date of dissociation to	1456
the date of payment.	1457

(C) The partnership shall reduce the buyout price paid to the	1458
partner by any damages for wrongful dissociation under section	1459
1776.52 of the Revised Code and all other amounts owing, whether	1460
or not presently due, from the dissociated partner to the	1461
partnership. Interest shall be assessed on any amount owed to	1462
the partnership from the date the amount owed is due to the date	1463
of payment.	1464

(D) A partnership shall indemnify a dissociated partner whose	1465
interest is being purchased against all partnership liabilities,	1466
whether incurred before or after the dissociation, except	1467
liabilities incurred by an act of the dissociated partner under	1468
section 1776.55 of the Revised Code.	1469

(E) If no agreement for the purchase of a dissociated	1470
partner's interest is reached within one hundred twenty days after	1471
a written demand for payment, the partnership shall pay or cause	1472
to be paid, in cash to the dissociated partner, the amount the	1473
partnership estimates to be the buyout price and accrued interest,	1474
reduced by any offsets under division (C) of this section.	1475

(F) Notwithstanding division (E) of this section, if a	1476
deferred payment is authorized under division (H) of this section	1477
or if the partnership determines that immediate payment of the	1478
buyout price would cause undue hardship to the business of the	1479
partnership, the partnership may tender a written offer to pay the	1480
amount it estimates to be the buyout price and accrued interest,	1481
reduced by any offsets under division (C) of this section, stating	1482
the time of payment, the amount and type of security for payment,	1483
and the other terms and conditions of the obligation.	1484

(G) Any payment or tender required by division (E) or (F) of	1485
this section shall be accompanied by all of the following:	1486

(1) A statement of partnership assets and liabilities as of	1487
the date of dissociation;	1488

(2) The latest available partnership balance sheet and income	1489
statement, if any;	1490

(3) An explanation of how the estimated amount of the payment	1491
was calculated;	1492

(4) Written notice that the payment is in full satisfaction	1493
of the obligation to purchase unless, within one hundred twenty	1494
days after the written notice, the dissociated partner commences	1495
an action to determine the buyout price, any offsets under	1496
division (C) of this section, or other terms of the obligation to	1497
purchase;	1498

(5) If applicable, a brief explanation of the basis for the	1499
partnership's determination that immediate payment of the buyout	1500
price would cause undue hardship to the business of the	1501
partnership.	1502

(H) A partner who wrongfully dissociates before the	1503
expiration of a definite term or the completion of a particular	1504
undertaking is not entitled to payment of any portion of the	1505
buyout price until the expiration of the term or completion of the	1506
undertaking, unless the partner establishes to the satisfaction of	1507
the tribunal that earlier payment will not cause undue hardship to	1508
the business of the partnership. Any deferred payment shall be	1509
adequately secured and bear interest.	1510

(I)(1) A dissociated partner may maintain an action against	1511
the partnership pursuant to division (B)(2)(b) of section 1776.45	1512
of the Revised Code to determine the buyout price of that	1513
partner's interest, any offsets under division (C) of this	1514
section, or other terms of the obligation to purchase. Any action	1515
shall be commenced within one hundred twenty days after the	1516
partnership tenders payment or an offer to pay or within one year	1517
after written demand for payment if no payment or offer to pay is	1518
tendered.	1519

(2) The tribunal shall determine the buyout price of the	1520
dissociated partner's interest, any offset due under division (C)	1521
of this section, and accrued interest, and enter judgment for any	1522
additional payment or refund. If deferred payment is authorized	1523
under division (H) of this section or if the partnership	1524
determines that immediate payment of the buyout price would cause	1525
undue hardship to the partnership, and the partner does not	1526
establish to the satisfaction of the tribunal that earlier payment	1527
will not cause undue hardship to the business of the partnership,	1528
the tribunal also shall determine the security for payment and	1529
other terms of the obligation to purchase.	1530

(3) The tribunal may assess reasonable attorney's fees and	1531
the fees and expenses of appraisers or other experts for a party	1532
to the action, in amounts the tribunal finds equitable, against a	1533
party that the tribunal finds acted arbitrarily, vexatiously, or	1534
not in good faith. The finding may be based on the partnership's	1535
failure to tender payment or an offer to pay or to comply with	1536
division (G) of this section.	1537

Sec. 1776.55. (A) For two years after a partner dissociates	1538
without resulting in a dissolution and winding up of the	1539
partnership business, the partnership, including a surviving	1540
partnership under section 1776.68 of the Revised Code, is bound by	1541
any act of the dissociated partner that would have bound the	1542
partnership under section 1776.31 of the Revised Code before	1543
dissociation only if, at the time of entering into the transaction	1544
all of the following were true:	1545

(1) The other party reasonably believed that the dissociated	1546
partner was then a partner.	1547

(2) The other party did not have notice of the partner's	1548
dissociation.	1549

(3) The other party is not deemed to have had knowledge under	1550
division (E) of section 1776.33 of the Revised Code or notice	1551
under division (C) of section 1776.57 of the Revised Code.	1552

(B) A dissociated partner is liable to the partnership for	1553
any damage caused to the partnership arising from an obligation	1554
incurred by the dissociated partner after dissociation for which	1555
the partnership is liable under division (A) of this section.	1556

Sec. 1776.56. (A) A partner's dissociation does not of itself	1557
discharge the partner's liability for a partnership obligation	1558
incurred before dissociation. A dissociated partner is not liable	1559
for a partnership obligation incurred after dissociation, except	1560
as otherwise provided in division (B) of this section.	1561

(B) A partner who dissociates without resulting in a	1562
dissolution and winding up of the partnership business is liable	1563
as a partner to the other party in a transaction entered into by	1564
the partnership, or a surviving partnership under sections 1776.68	1565
to 1776.79 of the Revised Code, within two years after the	1566
partner's dissociation, only if pursuant to section 1776.36 of	1567
the Revised Code the partner would have been liable for the	1568
obligation if the transaction had been entered into while the	1569
person was a partner and, at the time of entering into the	1570
transaction, all of the following were true:	1571

(1) The other party reasonably believed that the dissociated	1572
partner was then a partner and reasonably relied on that belief in	1573
entering into the transaction.	1574

(2) The other party did not have notice of the partner's	1575
dissociation.	1576

(3) The other party is not deemed to have had knowledge under	1577
division (E) of section 1776.33 of the Revised Code or notice	1578
under division (C) of section 1776.57 of the Revised Code.	1579

(C) By agreement with the partnership creditor and the	1580
partners continuing the business, a dissociated partner may be	1581
released from liability for a partnership obligation.	1582

(D) A dissociated partner is released from liability for a	1583
partnership obligation if a partnership creditor, with notice of	1584
the partner's dissociation but without the partner's consent,	1585
agrees to a material alteration in the nature or time of payment	1586
of a partnership obligation.	1587

Sec. 1776.57. (A) A dissociated partner or the partnership	1588
may file a statement of dissociation stating the name of the	1589
partnership and that the partner is dissociated from the	1590
partnership.	1591

(B) A statement of dissociation is a limitation on the	1592
authority of a dissociated partner for the purposes of divisions	1593
(D) and (E) of section 1776.33 of the Revised Code.	1594

(C) For the purposes of division (A)(3) of section 1776.55	1595
and division (B)(3) of section 1776.56 of the Revised Code, a	1596
person not a partner is deemed to have notice of a dissociation	1597
ninety days after a statement of dissociation is filed.	1598

Sec. 1776.58. Continued use of a partnership name, or a	1599
dissociated partner's name as part thereof, by partners continuing	1600
the business does not of itself make the dissociated partner	1601
liable for an obligation of the partners or the partnership	1602
continuing the business.	1603

Sec. 1776.61. A partnership is dissolved, and the	1604
partnership's business shall be wound up, only upon the occurrence	1605
of any of the following events:	1606

(A) In a partnership at will, the partnership's having notice	1607
from a partner, other than a partner who is dissociated under	1608
divisions (B) to (J) of section 1776.51 of the Revised Code, of	1609
that partner's express will to withdraw immediately as a partner,	1610
or at a later date as specified by the partner;	1611

(B) In a partnership for a definite term or particular	1612
undertaking, any of the following applies:	1613

(1) Within ninety days after a partner's dissociation by	1614
death or otherwise under divisions (F) to (J) of section 1776.51	1615
of the Revised Code or wrongful dissociation under division (B) of	1616
section 1776.52 of the Revised Code, it is the express will of at	1617
least half of the remaining partners to wind up the partnership	1618
business, for which purpose a partner's rightful dissociation	1619
pursuant to division (B)(2)(a) of section 1776.52 of the Revised	1620
Code constitutes that partner's expression of a will to wind up	1621
the partnership business.	1622

(2) It is the express will of all of the partners to wind up	1623
the partnership business.	1624

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

1625

(C) An event agreed to in the partnership agreement resulting	1626
in the winding up of the partnership business;	1627

(D) An event that makes it unlawful for all or substantially	1628
all of the business of the partnership to be continued, but a cure	1629
of illegality within ninety days after notice to the partnership	1630
of the event is effective retroactively to the date of the event	1631
for purposes of this section;	1632

(E) On application by a partner, a determination by a	1633
tribunal that any of the following is true:	1634

(1) The economic purpose of the partnership is likely to be	1635
unreasonably frustrated.	1636

(2) Another partner has engaged in conduct relating to the	1637
partnership business that makes it not reasonably practicable to	1638
carry on the business in partnership with that partner.	1639

(3) It is not otherwise reasonably practicable to carry on	1640
the partnership business in conformity with the partnership	1641
agreement.	1642

(F) On application by a transferee of a partner's economic	1643
interest, a tribunal determines that it is equitable to wind up	1644
the partnership business at either of the following times:	1645

(1) After the expiration of the term or completion of the	1646
undertaking, if the partnership was for a definite term or	1647
particular undertaking at the time of the transfer or entry of the	1648
charging order that gave rise to the transfer;	1649

(2) At any time, if the partnership was a partnership at will	1650
at the time of the transfer or entry of the charging order that	1651
gave rise to the transfer.	1652

Sec. 1776.62. (A) Subject to division (B) of this section, a	1653
partnership may continue after dissolution only for the purpose of	1654
winding up its business. The partnership is terminated when its	1655
business is completed.	1656

(B) At any time after the dissolution of a partnership and	1657
before the winding up of its business is completed, all of the	1658
partners, including any dissociating partner other than a	1659
wrongfully dissociating partner, may waive the right to have the	1660
partnership's business wound up and the partnership terminated. In	1661
that event, both of the following apply:	1662

(1) The partnership shall resume carrying on its business as	1663
if dissolution had never occurred, and any liability incurred by	1664
the partnership or a partner after the dissolution and before the	1665
waiver is determined as if dissolution had never occurred.	1666

(2) The dissolution shall not affect the rights of a third	1667
party accruing under division (A) of section 1776.64 of the	1668
Revised Code or arising out of conduct in reliance on the	1669
dissolution if those rights accrued or arose before the third	1670
party knew or received a notification of the waiver.	1671

Sec. 1776.63. (A) After dissolution, a partner who has not	1672
wrongfully dissociated may participate in winding up the	1673
partnership's business, but on the application of any partner, a	1674
partner's legal representative, or a transferee, the court of	1675
common pleas for good cause shown, may order judicial supervision	1676
of the winding up.	1677

(B) The legal representative of the last surviving partner	1678
may wind up a partnership's business.	1679

(C) A person winding up a partnership's business may preserve	1680
the partnership business or property as a going concern for a	1681
reasonable time, prosecute and defend actions and proceedings,	1682
whether civil, criminal, or administrative, settle and close the	1683
partnership's business, dispose of and transfer the partnership's	1684
property, discharge or make reasonable provision for the	1685
partnership's liabilities, distribute the assets of the	1686
partnership pursuant to section 1776.67 of the Revised Code,	1687
settle disputes by mediation or arbitration, and perform other	1688
necessary acts.	1689

Sec. 1776.64. Subject to section 1776.65 of the Revised Code,	1690
a partnership is bound by a partner's act after dissolution under	1691
either of the following conditions:	1692

(A) The act is appropriate for winding up the partnership	1693
business.	1694

(B) If the other party to the transaction did not have	1695
notice of the dissolution, the act would have bound the	1696
partnership under section 1776.31 of the Revised Code before	1697
dissolution.	1698

Sec. 1776.65. (A) After dissolution, a partner who has not	1699
wrongfully dissociated may file a statement of dissolution stating	1700
the name of the partnership and that the partnership has dissolved	1701
and is winding up its business.	1702

(B) A statement of dissolution cancels a filed statement of	1703
partnership authority for the purposes of division (D) of section	1704
1776.33 of the Revised Code and is a limitation on such authority	1705
for the purposes of division (E) section 1776.33 of the Revised	1706
Code.	1707

(C) For the purposes of sections 1776.31 and 1776.64 of the	1708
Revised Code, a person not a partner is deemed to have notice of	1709
the dissolution and the limitation on the partners' authority as a	1710
result of the statement of dissolution ninety days after it is	1711
filed.	1712

(D) After filing and recording any appropriate statement of	1713
dissolution, a dissolved partnership may file, and as appropriate,	1714
record a statement of partnership authority that will operate	1715
with respect to a person not a partner as provided in divisions	1716
(D) and (E) of section 1776.33 of the Revised Code in any	1717
transaction, whether or not the transaction is appropriate for	1718
winding up the partnership business.	1719

Sec. 1776.66. (A) Except as otherwise provided in division	1720
(B) of this section and in section 1776.36 of the Revised Code,	1721
after dissolution a partner is liable to the other partners for	1722
the partner's share of any partnership liability incurred under	1723
section 1776.64 of the Revised Code.	1724

(B) A partner who, with knowledge of the dissolution, incurs	1725
a partnership liability under division (B) of section 1776.64 of	1726
the Revised Code by an act that is not appropriate for winding up	1727
the partnership business is liable to the partnership for any	1728
damage caused to the partnership arising from the liability.	1729

Sec. 1776.67. (A) In winding up a partnership's business, any	1730
assets of the partnership, including the contributions this	1731
section requires the partners to make, shall be applied to	1732
discharge or make reasonable provision for its obligations to	1733
creditors, including, to the extent permitted by law, partners	1734
who are creditors. Any surplus shall be applied to pay in cash	1735
the net amount distributable to partners in accordance with their	1736
right to distributions under division (B) of this section.	1737

(B) Each partner is entitled to a settlement of all	1738
partnership accounts upon winding up the partnership business. In	1739
settling accounts among the partners, profits and losses that	1740
result from the liquidation of the partnership assets shall be	1741
credited and charged to the partners' accounts. The partnership	1742
shall make a distribution to a partner in an amount equal to any	1743
excess of the credits over the charges in the partner's account.	1744

(C) A partner shall contribute to the partnership an amount	1745
equal to any excess of the charges over the credits in the	1746
partner's account but excluding from the calculation charges	1747
attributable to an obligation for which the partner is not	1748
personally liable under section 1776.36 of the Revised Code.	1749

(D) If a partner fails to contribute the full amount required	1750
under division (C) of this section, all of the other partners	1751
shall contribute, in the proportions in which those partners share	1752
partnership losses, the additional amount necessary to satisfy the	1753
partnership obligations for which they are personally liable under	1754
section 1776.36 of the Revised Code.	1755

(E) The estate of a deceased partner is liable for the	1756
partner's obligation to contribute to the partnership.	1757

(F) A partner or partner's legal representative may recover	1758
from the other partners any contributions the partner has made to	1759
the extent the amount contributed exceeds that partner's share of	1760
the partnership obligations for which the partner is personally	1761
liable under section 1776.36 of the Revised Code.	1762

(G) After the settlement of accounts, each partner shall	1763
contribute, in the proportion in which the partner shares	1764
partnership losses, the amount necessary to satisfy, or make	1765
reasonable provision for, partnership obligations that were not	1766
known at the time of the settlement and for which the partner is	1767
personally liable under section 1776.36 of the Revised Code.	1768

(H) An assignee for the benefit of creditors of a partnership	1769
or a partner, or a person a court appoints to represent creditors	1770
of a partnership or a partner, may enforce a partner's obligation	1771
to contribute to the partnership.	1772

Sec. 1776.68. (A)(1) Pursuant to a written agreement of	1773
merger between the constituent entities as this section provides,	1774
a domestic partnership and one or more additional domestic	1775
partnerships or other domestic or foreign entities may be merged	1776
into a surviving domestic partnership. Pursuant to a written	1777
agreement of consolidation between the constituent entities, two	1778
or more domestic or foreign entities may be consolidated into a	1779
new domestic partnership formed by that consolidation.	1780

(2) When a constituent entity is formed or organized under	1781
the laws of any state other than this state or under any chapter	1782
of the Revised Code other than this chapter, no merger or	1783
consolidation may occur pursuant to this section unless permitted	1784
under the chapter of the Revised Code under which each domestic	1785
constituent entity exists and the laws under which each foreign	1786
constituent entity exists.	1787

(B) Any written agreement of merger or consolidation of	1788
constituent entities into a surviving or new domestic partnership	1789
shall set forth all of the following:	1790

(1) The name and the form of entity of each constituent	1791
entity, the state under the laws of which each constituent entity	1792
exists, and the name of the surviving or new domestic partnership;	1793

(2) In the case of a merger, that one or more specified	1794
constituent entities is being merged into a specified surviving	1795
domestic partnership, and, in the case of a consolidation, that	1796
the constituent entities are being consolidated into a new	1797
domestic partnership;	1798

(3) All statements and matters required to be set forth in an	1799
agreement of merger or consolidation by the laws under which each	1800
constituent entity exists;	1801

(4) In the case of a consolidation, the partnership agreement	1802
of the new domestic partnership or a provision that the written	1803
partnership agreement of a specified constituent partnership, a	1804
copy of which partnership agreement shall be attached to the	1805
agreement of consolidation, with any amendments that are set forth	1806
in the agreement of consolidation, shall be the agreement of	1807
partnership of the new domestic partnership;	1808

(5) In the case of a merger, any changes in the partners of	1809
the surviving domestic partnership and, in the case of a	1810
consolidation, the partners of the new domestic partnership or a	1811
provision specifying the partners of one or more specified	1812
constituent partnerships that constitute the initial partners of	1813
the new domestic partnership;	1814

(6) The terms of the merger or consolidation, the mode of	1815
carrying the terms into effect, and the manner and basis of	1816
converting the interests or shares in the constituent entities	1817
into, or exchanging the interests or shares in the constituent	1818
entities for, any interests, evidences of indebtedness, other	1819
securities, cash, rights, any other property, or any combination	1820
of property of the surviving domestic partnership, the new	1821
domestic partnership, or any other entity. No such conversion or	1822
exchange shall be effected if there are reasonable grounds to	1823
believe that the conversion or exchange would render the surviving	1824
or new domestic partnership unable to pay its obligations as they	1825
become due in the usual course of its affairs.	1826

(C) The written agreement of merger or consolidation of	1827
constituent entities into a surviving or new domestic partnership	1828
may set forth any of the following:	1829

(1) The effective date of the merger or consolidation, which	1830
date may be on or after the date of the filing of the certificate	1831
of merger or consolidation;	1832

(2) A provision authorizing one or more of the constituent	1833
entities to abandon the proposed merger or consolidation prior to	1834
filing the certificate of merger or consolidation pursuant to	1835
section 1776.70 of the Revised Code by action of the partners of a	1836
constituent partnership, the directors of a constituent	1837
corporation, or the comparable representatives of any other	1838
constituent entity;	1839

(3) In the case of a merger, any amendments to the	1840
partnership agreement of the surviving domestic partnership, or a	1841
provision that the written partnership agreement of a specified	1842
constituent partnership other than the surviving domestic	1843
partnership, with any amendments that are set forth in the	1844
agreement of merger, shall be the partnership agreement of the	1845
surviving domestic partnership;	1846

(4) A statement of, or a statement of the method of	1847
determining, the fair value of the assets to be owned by the	1848
surviving domestic partnership;	1849

(5) The parties to the agreement of merger or consolidation	1850
in addition to the constituent entities;	1851

(6) Any additional provision necessary or desirable with	1852
respect to the proposed merger or consolidation.	1853

(D) To effect the merger or consolidation, the agreement of	1854
merger or consolidation shall be adopted by the partners of each	1855
constituent domestic partnership, including the surviving domestic	1856
partnership in the case of a merger, and shall be adopted by or	1857
otherwise authorized by or on behalf of each other constituent	1858
entity in accordance with the laws under which it exists.	1859

(E) All partners, whether or not they are entitled to vote or	1860
act, shall be given written notice of any meeting of the partners	1861
of a constituent domestic partnership or of any proposed action	1862
by the partners of a constituent domestic partnership, which	1863
meeting or action is to adopt an agreement of merger or	1864
consolidation. The notice shall be given either by mail at the	1865
address on the records of the partnership or in person. Unless	1866
the partnership agreement provides a shorter or longer period,	1867
the notice shall be given not less than seven and not more than	1868
sixty days before the meeting or the effective date of the	1869
action. The notice shall be accompanied by a copy or a summary of	1870
the material provisions of the agreement of merger or	1871
consolidation.	1872

(F)(1) The unanimous vote or action of the partners or such	1873
different number or proportion as provided in writing in the	1874
partnership agreement is required to adopt an agreement of merger	1875
or consolidation pursuant to this section. If the agreement of	1876
merger or consolidation would effect or authorize any action that	1877
under any applicable provision of law or the partnership agreement	1878
could be effected or authorized only pursuant to a specified vote	1879
or action of the partners, or of any class or group of partners,	1880
the same vote or action as required to effect that change or	1881
authorize that action is required to adopt or approve the	1882
agreement of merger or consolidation.	1883

(2) An agreement of merger or consolidation is not effective	1884
against a person who would continue to be or who would become a	1885
general partner of a partnership that is the surviving or new	1886
entity in a merger or consolidation unless that person	1887
specifically agrees in writing either to continue or to become, as	1888
the case may be, a general partner of the partnership that is the	1889
surviving or new entity.	1890

(G)(1) At any time before the filing of the certificate of	1891
merger or consolidation pursuant to section 1776.70 of the Revised	1892
Code, if the agreement of merger or consolidation so authorizes,	1893
the partners of any constituent partnership, the directors of any	1894
constituent corporation, or the comparable representatives of any	1895
other constituent entity may abandon the merger or consolidation	1896
by the same vote or action as was required to adopt the agreement	1897
of merger or consolidation.	1898

(2) The agreement of merger or consolidation may contain a	1899
provision authorizing less than all of the partners of any	1900
constituent partnership, the directors of any constituent	1901
corporation, or the comparable representatives of any other	1902
constituent entity to amend the agreement of merger or	1903
consolidation at any time before the filing of the certificate of	1904
merger or consolidation, except that, after the adoption of the	1905
agreement of merger or consolidation by the partners of any	1906
constituent domestic partnership, only with the approval of all of	1907
the partners may an agreement of merger or consolidation be	1908
amended to do any of the following:	1909

(a) Alter or change the amount or kind of interests, shares,	1910
evidences of indebtedness, other securities, cash, rights, or any	1911
other property to be received by partners of the constituent	1912
domestic partnership in conversion of, or in exchange for, their	1913
interests;	1914

(b) Alter or change any term of the partnership agreement of	1915
the surviving or new domestic partnership, except for alterations	1916
or changes that could be adopted by those partners by the terms of	1917
the partnership agreement of the surviving or new domestic	1918
partnership as would be in effect after the merger or	1919
consolidation;	1920

(c) Alter or change any other terms and conditions of the	1921
agreement of merger or consolidation if any of the alterations or	1922
changes, alone or in the aggregate, would materially adversely	1923
affect the partners or any class or group of partners of the	1924
constituent domestic partnership.	1925

(H) As used in this section and sections 1776.69 to 1776.79	1926
of the Revised Code, "general partner" means either of the	1927
following:	1928

(1) A partner in a partnership that is not a limited	1929
liability partnership;	1930

(2) A general partner in a limited partnership.

1931

Sec. 1776.69. (A) Pursuant to a written agreement of merger	1932
or consolidation between the constituent entities as this section	1933
provides, a domestic partnership and one or more additional	1934
domestic or foreign entities may merge into a surviving entity	1935
other than a domestic partnership, or a domestic partnership	1936
together with one or more additional domestic or foreign entities	1937
may consolidate into a new entity, other than a domestic	1938
partnership, that is formed by the consolidation. No merger or	1939
consolidation may be carried out pursuant to this section unless	1940
it is permitted by the Revised Code chapter under which each	1941
domestic constituent entity exists and by the laws under which	1942
each foreign constituent entity exists.	1943

(B) Any written agreement of any merger or consolidation	1944
shall set forth all of the following:	1945

(1) The name and the form of entity of each constituent	1946
entity and the state under the laws of which each constituent	1947
entity exists;	1948

(2) In the case of a merger, that one or more specified	1949
constituent domestic partnerships and other specified constituent	1950
entities will be merged into a specified surviving foreign entity	1951
or surviving domestic entity other than a domestic partnership,	1952
or, in the case of a consolidation, that the constituent entities	1953
will be consolidated into a new foreign entity or a new domestic	1954
entity other than a domestic partnership;	1955

(3) If the surviving or new entity is a foreign partnership,	1956
all statements and matters that section 1776.68 of the Revised	1957
Code would require if the surviving or new entity were a domestic	1958
partnership;	1959

(4) The name and the form of entity of the surviving or new	1960
entity, the state under the laws of which the surviving entity	1961
exists or the new entity is to exist, and the location of the	1962
principal office of the surviving or new entity;	1963

(5) Any additional statements and matters required to be set	1964
forth in an agreement of merger or consolidation by the laws under	1965
which each constituent entity exists and, in the case of a	1966
consolidation, the new entity is to exist;	1967

(6) If the surviving or new entity is a foreign entity, the	1968
consent of the surviving or new foreign entity to be sued and	1969
served with process in this state and the irrevocable appointment	1970
of the secretary of state as its agent to accept service of	1971
process in any proceeding in this state to enforce against the	1972
surviving or new foreign entity any obligation of any constituent	1973
domestic partnership or to enforce the rights of a dissenting	1974
partner of any constituent domestic partnership;	1975

(7) If the surviving or new entity is a foreign corporation	1976
that desires to transact business in this state as a foreign	1977
corporation, a statement to that effect, together with a statement	1978
regarding the appointment of a statutory agent and service of any	1979
process, notice, or demand upon that statutory agent or the	1980
secretary of state, as required when a foreign corporation applies	1981
for a license to transact business in this state;	1982

(8) If the surviving or new entity is a foreign limited	1983
partnership that desires to transact business in this state as a	1984
foreign limited partnership, a statement to that effect, together	1985
with all of the information required under section 1782.49 of the	1986
Revised Code when a foreign limited partnership registers to	1987
transact business in this state;	1988

(9) If the surviving or new entity is a foreign limited	1989
liability company that desires to transact business in this state	1990
as a foreign limited liability company, a statement to that	1991
effect, together with all of the information required under	1992
section 1705.54 of the Revised Code when a foreign limited	1993
liability company registers to transact business in this state;	1994

(10) If the surviving or new entity is a foreign limited	1995
liability partnership that desires to transact business in this	1996
state as a foreign limited liability partnership, a statement to	1997
that effect, together with all of the information required under	1998
section 1776.86 of the Revised Code when a foreign limited	1999
liability partnership registers to transact business in this	2000
state.	2001

(C) The written agreement of merger or consolidation also may	2002
set forth any additional provision permitted by the laws of any	2003
state under the laws of which any constituent entity exists,	2004
consistent with the laws under which the surviving entity exists	2005
or the new entity is to exist.	2006

(D) To effect the merger or consolidation, the partners of	2007
each constituent domestic partnership shall adopt an agreement of	2008
merger or consolidation in the same manner and with the same	2009
notice to and vote or action of partners or of a particular class	2010
or group of partners as section 1776.68 of the Revised Code	2011
requires. The agreement of merger or consolidation also shall be	2012
approved or otherwise authorized by or on behalf of each	2013
constituent entity in accordance with the laws under which it	2014
exists. An agreement of merger or consolidation is not effective	2015
against a person who would continue to be or who would become a	2016
general partner of an entity that is the surviving or new entity	2017
in a merger or consolidation unless that person specifically	2018
agrees in writing either to continue or to become, as the case	2019
may be, a general partner of the surviving or new entity.	2020

(E)(1) At any time before filing the certificate of merger or	2021
consolidation pursuant to section 1776.70 of the Revised Code, if	2022
the agreement of merger or consolidation permits, the partners of	2023
any constituent partnership, the directors of any constituent	2024
corporation, or the comparable representatives of any other	2025
constituent entity may abandon the merger or consolidation.	2026

(2) The agreement of merger or consolidation may authorize	2027
less than all of the partners of any constituent partnership, the	2028
directors of any constituent corporation, or the comparable	2029
representatives of any other constituent entity to amend the	2030
agreement of merger or consolidation at any time before the filing	2031
of the certificate of merger or consolidation, except that, after	2032
the adoption of the agreement of merger or consolidation by the	2033
partners of any constituent domestic partnership, only with the	2034
approval of all the partners may any agreement of merger or	2035
consolidation be amended to do any of the following:	2036

(a) Alter or change the amount or kind of interests, shares,	2037
evidences of indebtedness, other securities, cash, rights, or any	2038
other property to be received by partners of the constituent	2039
domestic partnership in conversion of or in exchange for their	2040
interests;	2041

(b) If the surviving or new entity is a partnership, alter or	2042
change any term of the partnership agreement of the surviving or	2043
new partnership, except for alterations or changes that could be	2044
adopted by those partners by the terms of the partnership	2045
agreement of the surviving or new partnership as would be in	2046
effect after the merger or consolidation;	2047

(c) If the surviving or new entity is a corporation or any	2048
other entity other than a partnership, alter or change any term of	2049
the articles or comparable instrument of the surviving or new	2050
corporation or entity, except for alterations or changes that	2051
otherwise could be adopted by the directors or comparable	2052
representatives of the surviving or new corporation or entity;	2053

(d) Alter or change any other terms and conditions of the	2054
agreement of merger or consolidation if any of the alterations or	2055
changes, alone or in the aggregate, would materially adversely	2056
affect the partners or any class or group of partners of the	2057
constituent domestic partnership.	2058

Sec. 1776.70. (A) Upon the adoption by each constituent	2059
entity of an agreement of merger or consolidation pursuant to	2060
section 1776.68 or 1776.69 of the Revised Code, the resulting	2061
entity shall file a certificate of merger or consolidation with	2062
the secretary of state, unless the only constituent entities that	2063
are domestic entities are partnerships, and in the case of a	2064
consolidation, the resulting entity is a domestic partnership, in	2065
which case the filing of a certificate of merger or consolidation	2066
is optional. Any certificate shall be on a form the secretary of	2067
state prescribes, signed by an authorized representative of each	2068
constituent entity, and set forth only the information this	2069
section requires.	2070

(B)(1) The certificate of merger or consolidation shall set	2071
forth all of the following:	2072

(a) The name and the form of entity of each constituent	2073
entity and the state under the laws of which each constituent	2074
entity exists;	2075

(b) A statement that each constituent entity has complied	2076
with all of the laws under which it exists and that the laws	2077
permit the merger or consolidation;	2078

(c) The name and mailing address of the person or entity that	2079
is to provide, in response to any written request made by a	2080
shareholder, partner, or other equity holder of a constituent	2081
entity, a copy of the agreement of merger or consolidation;	2082

(d) The effective date of the merger or consolidation, which	2083
date shall be on or after the date of the filing of the	2084
certificate;	2085

(e) The signature of the representative or representatives	2086
authorized to sign the certificate on behalf of each constituent	2087
entity and the office held or the capacity in which the	2088
representative is acting;	2089

(f) A statement that the agreement of merger or consolidation	2090
is authorized on behalf of each constituent entity and that each	2091
person who signed the certificate on behalf of each entity is	2092
authorized to do so;	2093

(g) In the case of a merger, a statement that one or more	2094
specified constituent entities will be merged into a specified	2095
surviving entity or, in the case of a consolidation, a statement	2096
that the constituent entities will be consolidated into a new	2097
entity;	2098

(h) The name and form of the surviving entity in the case of	2099
a merger or the name and form of the new entity in the case of a	2100
consolidation;	2101

(i) In the case of a merger, if the surviving entity is a	2102
foreign entity not licensed to transact business in this state,	2103
the name and address of the statutory agent upon whom any process,	2104
notice, or demand may be served;	2105

(j) In the case of a consolidation, the name and address of	2106
the statutory agent upon whom any process, notice, or demand	2107
against any constituent entity or the new entity may be served.	2108

(2) In the case of a consolidation into a new domestic	2109
corporation, limited liability company, or limited partnership,	2110
the articles of incorporation, the articles of organization, or	2111
the certificate of limited partnership of the new domestic entity	2112
shall be filed with the certificate of consolidation.	2113

(3) In the case of a merger into a domestic corporation,	2114
limited liability company, or limited partnership, any amendments	2115
to the articles of incorporation, articles of organization, or	2116
certificate of limited partnership of the surviving domestic	2117
entity shall be filed with the certificate of merger.	2118

(4) If the surviving or new entity is a foreign entity that	2119
desires to transact business in this state as a foreign	2120
corporation, limited liability company, limited partnership, or	2121
limited liability partnership, the certificate of merger or	2122
consolidation shall be accompanied by the information required by	2123
division (B)(7), (8), (9), or (10) of section 1776.69 of the	2124
Revised Code.	2125

(5) If a domestic corporation or a foreign corporation	2126
licensed to transact business in this state is a constituent	2127
entity and the surviving or new entity resulting from the merger	2128
or consolidation is not a domestic corporation or a foreign	2129
corporation that is to be licensed to transact business in this	2130
state, the certificate of merger or consolidation shall be	2131
accompanied by the affidavits, receipts, certificates, or other	2132
evidence required by division (H) of section 1701.86 of the	2133
Revised Code, with respect to each domestic constituent	2134
corporation, and by the affidavits, receipts, certificates, or	2135
other evidence required by division (C) or (D) of section 1703.17	2136
of the Revised Code, with respect to each foreign constituent	2137
corporation licensed to transact business in this state.	2138

(C) If any constituent entity in a merger or consolidation is	2139
organized or formed under the laws of a state other than this	2140
state or under any chapter of the Revised Code other than this	2141
chapter, there also shall be filed in the proper office all	2142
documents that are required to be filed in connection with the	2143
merger or consolidation by the laws of that state or by that	2144
chapter.	2145

(D)(1) Upon the filing of a certificate of merger or	2146
consolidation and other filings as described in division (C) of	2147
this section, or at any later date that the certificate of merger	2148
or consolidation specifies, the merger or consolidation is	2149
effective, subject to the limitation specified in division (B)(6)	2150
of section 1776.68 of the Revised Code.	2151

(2) If domestic partnerships are the only domestic entities	2152
that are constituent entities or the resulting entity in a merger	2153
or consolidation, and the agreement of merger or consolidation	2154
provides for a means of determining when the merger becomes	2155
effective, other than based upon the filing of a certificate of	2156
merger, the merger becomes effective at the time determined in	2157
accordance with the agreement of merger or consolidation.	2158

(E)(1) Upon request and payment of the fee division (K)(2) of	2159
section 111.16 of the Revised Code specifies, the secretary of	2160
state shall furnish a certificate setting forth the name and form	2161
of entity of each constituent entity and the states under the laws	2162
of which each constituent entity existed prior to the merger or	2163
consolidation, the name and the form of entity of the surviving or	2164
new entity and the state under the laws of which the surviving	2165
entity exists or the new entity is to exist, the date of filing of	2166
the certificate of merger or consolidation with the secretary of	2167
state, and the effective date of the merger or consolidation.	2168

(2) The certificate of the secretary of state, or a copy of	2169
the certificate of merger or consolidation certified by the	2170
secretary of state, may be filed for record in the office of the	2171
recorder of any county in this state and, if filed, shall be	2172
recorded in the records of deeds for that county. For that	2173
recording, the county recorder shall charge and collect the same	2174
fee as in the case of deeds.	2175

Sec. 1776.71. (A) When a merger or consolidation becomes	2176
effective, all of the following apply:	2177

(1) The separate existence of each constituent entity other	2178
than the surviving entity in a merger shall cease, except that	2179
whenever a conveyance, assignment, transfer, deed, or other	2180
instrument or act is necessary to vest property or rights in the	2181
surviving or new entity, the partners, officers, or other	2182
authorized representatives of the respective constituent entities	2183
shall execute, acknowledge, and deliver those instruments and do	2184
those acts. For these purposes, the existence of the constituent	2185
entities and the authority of their respective partners, officers,	2186
directors, or other representatives continue notwithstanding the	2187
merger or consolidation.	2188

(2) In a consolidation, the new entity exists when the	2189
consolidation becomes effective. If the new entity is a domestic	2190
partnership, its original partnership agreement is the written	2191
partnership agreement that is contained in or provided for in the	2192
agreement of consolidation.	2193

(3) In a merger in which the surviving entity is a	2194
partnership, the written partnership agreement of the surviving	2195
partnership that is in effect immediately prior to the time the	2196
merger becomes effective is its partnership agreement after the	2197
merger except as otherwise provided in the agreement of merger.	2198

(4) The surviving or new entity possesses all of the	2199
following, and all of the following are vested in the surviving	2200
or new entity without any further act or deed:	2201

(a) Except to the extent limited by the mandatory provisions	2202
of applicable law:	2203

(i) All assets and property of every description of each	2204
constituent entity, and every interest in the assets and property	2205
of each constituent entity, wherever the assets, property, and	2206
interests are located. Title to any real estate or any interest in	2207
real estate that was vested in any constituent entity does not	2208
revert and is not in any way impaired by reason of the merger or	2209
consolidation.	2210

(ii) The rights, privileges, immunities, powers, franchises,	2211
and authority, whether of a public or private nature, of each	2212
constituent entity.	2213

(b) All obligations belonging to or due to each constituent	2214
entity.	2215

(5) The surviving or new entity is liable for all the	2216
obligations of each constituent entity, including liability to	2217
dissenting partners, dissenting shareholders, or other dissenting	2218
equity holders. Any claim existing or any action or proceeding	2219
pending by or against any constituent entity may be prosecuted to	2220
judgment with right of appeal as if the merger or consolidation	2221
had not taken place, or the surviving or new entity may be	2222
substituted in place of any constituent entity.	2223

(6) All the rights of creditors of each constituent entity	2224
are preserved unimpaired, and all liens upon the property of any	2225
constituent entity are preserved unimpaired, on only the property	2226
affected by those liens immediately before the effective date of	2227
the merger or consolidation. When a partner of a constituent	2228
partnership is not a general partner of the entity surviving or	2229
the new entity resulting from the merger or consolidation, the	2230
former partner is deemed to have dissociated as of that effective	2231
date of the merger or consolidation and the former partner's	2232
liability to third parties is determined in accordance with	2233
section 1776.56 of the Revised Code. The filing of a certificate	2234
of merger or consolidation from which it is clear that the former	2235
partner is not a general partner of the surviving or new entity	2236
has the effect provided by the filing of a statement of	2237
dissociation as provided in section 1776.57 of the Revised Code.	2238

(B) When a partner of a constituent partnership is not a	2239
general partner of the entity surviving or the new entity	2240
resulting from the merger or consolidation, unless that partner	2241
agrees otherwise in writing, the surviving or new entity shall	2242
indemnify the partner against all present or future liabilities	2243
of the constituent partnership of which the partner was a	2244
partner. Any amount payable pursuant to section 1776.77 of the	2245
Revised Code to a partner of the constituent partnership in which	2246
that partner was a partner is a present liability of that	2247
constituent partnership.	2248

(C) In the case of a merger of a constituent domestic	2249
partnership into a foreign surviving corporation, limited	2250
liability company, limited partnership, or limited liability	2251
partnership that is not licensed or registered to transact	2252
business in this state, or a consolidation of a constituent	2253
domestic partnership into a new foreign corporation, limited	2254
liability company, limited partnership, or limited liability	2255
partnership when the surviving or new entity intends to transact	2256
business in this state and the certificate of merger or	2257
consolidation is accompanied by the information described in	2258
division (B)(4) of section 1776.70 of the Revised Code, then on	2259
the effective date of the merger or consolidation the surviving or	2260
new entity shall be considered to have complied with the	2261
requirements for procuring a license or for registration to	2262
transact business in this state as a foreign corporation, limited	2263
liability company, limited partnership, or limited liability	2264
partnership, as the case may be. In such a case, a copy of the	2265
certificate of merger or consolidation certified by the secretary	2266
of state constitutes the license certificate prescribed for a	2267
foreign corporation or the application for registration	2268
prescribed for a foreign limited liability company or foreign	2269
limited partnership.	2270

(D) Any action to set aside any merger or consolidation on	2271
the ground that any section of the Revised Code applicable to the	2272
merger or consolidation has not been complied with shall be	2273
brought within ninety days after the effective date of the merger	2274
or consolidation or forever be barred.	2275

(E) When an entity is organized or existing under the laws of	2276
any state other than this state, this section is subject to the	2277
laws of that state or the state in which the entity has property.	2278

Sec. 1776.72. (A) Subject to division (B)(2) of this section,	2279
pursuant to a written declaration of conversion as provided in	2280
this section, a domestic or foreign entity other than a domestic	2281
partnership may be converted into a domestic partnership if that	2282
conversion is permitted by any section of the Revised Code or the	2283
laws under which the converting entity exists.	2284

(B)(1) The written declaration of conversion shall set forth	2285
all of the following:	2286

(a) The name and form of entity that is being converted, the	2287
name of the entity into which the entity is being converted, and	2288
the jurisdiction of formation of the converting entity;	2289

(b) If the converted entity is a limited liability	2290
partnership, the converted entity's registration application;	2291

(c) The partnership agreement of the converted domestic	2292
partnership or a provision that the written agreement of the	2293
converting entity, a copy of which shall be attached to the	2294
declaration of conversion, with any amendments that are set forth	2295
in the declaration of conversion, is the agreement of the	2296
resulting converted domestic partnership;	2297

(d) The partners of the converted partnership;

2298

(e) All statements and matters required to be set forth in an	2299
instrument of conversion by the laws under which the converting	2300
entity exists;	2301

(f) The terms of the conversion, the mode of carrying those	2302
terms into effect, and the manner and basis of converting the	2303
interests or shares of the converting entity into, or exchanging	2304
the interests or shares in the converting entity for, interests,	2305
evidences of indebtedness, other securities, cash, rights, or any	2306
other property or any combination of interests, evidences of	2307
indebtedness, other securities, cash, rights, or any other	2308
property of the converted partnership.	2309

(2) No conversion or exchange described in this section shall	2310
be effected if there are reasonable grounds to believe that the	2311
conversion or exchange would render the converted partnership	2312
unable to pay its obligations as they become due in the usual	2313
course of its affairs.	2314

(C) The written declaration of conversion may set forth any	2315
of the following:	2316

(1) The effective date of the conversion, to be on or after	2317
the date of the filing of the certificate of conversion pursuant	2318
to section 1776.74 of the Revised Code;	2319

(2) A provision authorizing the converting entity to abandon	2320
the proposed conversion by an action that is taken prior to the	2321
filing of the certificate of conversion pursuant to section	2322
1776.74 of the Revised Code;	2323

(3) A statement of, or a statement of the method to be used	2324
to determine, the fair value of the assets owned by the converting	2325
entity at the time of the conversion;	2326

(4) The parties to the declaration of conversion in addition	2327
to the converting entity;	2328

(5) Any additional provision necessary or desirable with	2329
respect to the proposed conversion or the converted entity.	2330

(D) At any time before the filing of the certificate of	2331
conversion pursuant to section 1776.74 of the Revised Code, the	2332
conversion may be abandoned by any representatives authorized to	2333
do so by the declaration of conversion, or by the same vote as was	2334
required to adopt the declaration of conversion.	2335

(E) Unless the converted entity is a limited liability	2336
partnership, each person that will be a partner of the partnership	2337
that is the converted entity specifically shall agree in writing	2338
to be a partner in the partnership that is the converted entity.	2339

Sec. 1776.73. (A) Except as otherwise provided in division	2340
(B)(2) of this section, a domestic partnership may be converted	2341
into a domestic or foreign entity other than a domestic	2342
partnership pursuant to a written declaration of conversion as	2343
this section provides if that conversion is permitted by the	2344
chapter of the Revised Code or by the laws under which the	2345
converted entity will exist.	2346

(B)(1) The written declaration of conversion shall set forth	2347
all of the following:	2348

(a) The name and form of entity that is being converted, the	2349
name of the entity into which the entity will be converted, the	2350
form of the converted entity, and the jurisdiction of formation of	2351
the converted entity;	2352

(b) If the converted entity is a domestic entity, the	2353
complete terms of all documents required under the applicable	2354
chapter of the Revised Code to form the converted entity;	2355

(c) If the converted entity is a foreign entity, all of the	2356
following:	2357

(i) The complete terms of all documents required under the	2358
law governing the converted entity's formation;	2359

(ii) The consent of the converted entity to be sued and	2360
served with process in this state, and the irrevocable	2361
appointment of the secretary of state as the agent of the	2362
converted entity to accept service of process in this state to	2363
enforce against the converted entity any obligation of the	2364
converting partnership or to enforce the rights of a dissenting	2365
partner of the converting partnership;	2366

(iii) If the converted entity desires to transact business in	2367
this state, the information required to qualify or be licensed	2368
under the applicable chapter of the Revised Code.	2369

(d) All other statements and matters required to be set forth	2370
in the declaration of conversion by the applicable chapter of the	2371
Revised Code if the converted entity is a domestic entity, or by	2372
the laws under which the converted entity will be formed, if the	2373
converted entity is a foreign entity;	2374

(e) The terms of the conversion, the mode of carrying those	2375
terms into effect, and the manner and basis of converting the	2376
interests of shares of the converting partnership into, or	2377
exchanging the interests in the converting partnership for,	2378
interests, evidences of indebtedness, other securities, cash,	2379
rights, or any other property or any combination of interests,	2380
evidences of indebtedness, other securities, cash, rights, or any	2381
other property of the converted entity.	2382

(2) No conversion or exchange described in this section shall	2383
be effected if there are reasonable grounds to believe that the	2384
conversion or exchange would render the converted entity unable to	2385
pay its obligations as the obligations become due in the usual	2386
course of its affairs.	2387

(C) The written declaration of conversion may set forth any	2388
of the following:	2389

(1) The effective date of the conversion, to be on or after	2390
the filing date of the certificate of conversion pursuant to	2391
section 1776.74 of the Revised Code;	2392

(2) A provision authorizing the converting partnership to	2393
abandon the proposed conversion by an action of the partners of	2394
the converting partnership that is taken prior to filing the	2395
certificate of conversion pursuant to section 1776.74 of the	2396
Revised Code;	2397

(3) A statement of, or a statement of the method to be used	2398
to determine, the fair value of the assets owned by the converting	2399
partnership at the time of the conversion;	2400

(4) A listing of the parties to the declaration of	2401
conversion, in addition to the converting entity;	2402

(5) Any additional provision necessary or desirable with	2403
respect to the proposed conversion or the converted entity.	2404

(D) No declaration of conversion is effective unless adopted	2405
by the partners.	2406

(E)(1) Each partner, whether or not entitled to vote or act,	2407
shall be given written notice of any meeting of partners of a	2408
partnership or any proposed action by the partners that is to	2409
adopt a declaration of conversion. The notice shall be given to	2410
the partners either as provided in writing in the partnership	2411
agreement, by mail at the address of each partner as it appears on	2412
the records of the partnership, or in person. Unless the	2413
partnership agreement provides a shorter or longer period, notice	2414
shall be given not less than seven nor more than sixty days before	2415
the meeting or the effective date of the action.	2416

(2) A copy or a summary of the material provisions of the	2417
declaration of conversion shall accompany the notice described in	2418
division (E)(1) of this section.	2419

(F) The unanimous vote or action of the partners of a	2420
converting partnership, or a different number or proportion as	2421
provided in writing in the partnership agreement, is required to	2422
adopt a declaration of conversion. If the declaration of	2423
conversion would effect or authorize any action that under any	2424
applicable law or the partnership agreement could be effected or	2425
authorized only pursuant to a specified vote or action of the	2426
partners or a class or group of partners, the same vote or action	2427
as would be required to effect that change or authorize that	2428
action is necessary to adopt or approve the declaration of	2429
conversion.	2430

(G)(1) At any time before the filing of the certificate of	2431
conversion pursuant to section 1776.74 of the Revised Code, the	2432
conversion may be abandoned by all of the partners of the	2433
converting partnership or by any representatives authorized to do	2434
so by the declaration of conversion, or by the same vote as was	2435
required to adopt the declaration of conversion.	2436

(2) The declaration of conversion may contain a provision	2437
authorizing less than all of the partners to amend the declaration	2438
of conversion at any time before the filing of the certificate of	2439
conversion pursuant to section 1776.74 of the Revised Code, except	2440
that after the partners adopt the declaration of conversion,	2441
approval of all of the partners is necessary to amend the	2442
declaration of conversion to do any of the following:	2443

(a) Alter or change the amount or kind of interests, shares,	2444
evidences of indebtedness, other securities, cash, rights, or any	2445
other property to be received by the partners of the converting	2446
partnership in conversion of, or exchange for, their interests;	2447

(b) Alter or change any term of the organizational documents	2448
of the converted entity except for alterations or changes that are	2449
adopted with the vote or action of the persons the vote or action	2450
of which would be required for the alteration or change after the	2451
conversion;	2452

(c) Alter or change any other terms and conditions of the	2453
declaration of conversion if any of the alterations or changes,	2454
alone or in the aggregate, materially and adversely would affect	2455
the partners or any class or group of partners of the converting	2456
partnership.	2457

Sec. 1776.74. (A) Upon the adoption of a declaration of	2458
conversion pursuant to section 1776.72 or 1776.73 of the Revised	2459
Code, or at a later time as authorized by the declaration of	2460
conversion, a certificate of conversion that is signed by an	2461
authorized representative of the converting entity shall be filed	2462
by the authorized representative with the secretary of state. The	2463
certificate shall be on a form prescribed by the secretary of	2464
state and shall set forth only the information required by this	2465
section.	2466

(B)(1) The certificate of conversion shall set forth all of	2467
the following:	2468

(a) The name and the form of entity of the converting entity	2469
and the state under the laws of which the converting entity	2470
exists;	2471

(b) A statement that the converting entity has complied with	2472
all of the laws under which it exists and that those laws permit	2473
the conversion;	2474

(c) The name and mailing address of the person or entity that	2475
is to provide a copy of the declaration of conversion in response	2476
to any written request made by a shareholder, partner, or member	2477
of the converting entity;	2478

(d) The effective date of the conversion, which date may be	2479
on or after the date of the filing of the certificate pursuant to	2480
this section;	2481

(e) The signature of the representative or representatives	2482
authorized to sign the certificate on behalf of the converting	2483
entity and the office held or the capacity in which the	2484
representative is acting;	2485

(f) A statement that the declaration of conversion is	2486
authorized on behalf of the converting entity and that each person	2487
who has signed the certificate on behalf of the converting entity	2488
is authorized to do so;	2489

(g) The name and the form of the converted entity and the	2490
state under the laws of which the converted entity will exist;	2491

(h) If the converted entity is a foreign entity that will not	2492
be licensed in this state, the name and address of the statutory	2493
agent upon whom any process, notice, or demand may be served.	2494

(2) In the case of a conversion into a new domestic	2495
corporation, limited liability company, limited partnership, or	2496
other partnership, any organizational document that would be filed	2497
upon the creation of the converted entity shall be filed with the	2498
certificate of conversion.	2499

(3) If the converted entity is a foreign entity that desires	2500
to transact business in this state, the certificate of conversion	2501
shall be accompanied by the information required by division	2502
(B)(7), (8), (9), or (10) of section 1776.69 of the Revised Code.	2503

(4) If a domestic corporation or a foreign corporation	2504
licensed to transact business in this state is the converting	2505
entity, the certificate of conversion shall be accompanied by the	2506
affidavits, receipts, certificates, or other evidence required by	2507
division (H) of section 1701.86 of the Revised Code with respect	2508
to a converting domestic corporation, or by the affidavits,	2509
receipts, certificates, or other evidence required by division (C)	2510
or (D) of section 1703.17 of the Revised Code with respect to a	2511
foreign corporation.	2512

(C) If the converting entity or the converted entity is	2513
organized or formed under the laws of a state other than this	2514
state or under any chapter of the Revised Code other than this	2515
chapter, all documents required to be filed in connection with the	2516
conversion by the laws of that state or that chapter also shall be	2517
filed in the proper office.	2518

(D) Upon the filing of a certificate of conversion and other	2519
filings required by division (C) of this section, or at any later	2520
date that the certificate of conversion specifies, the conversion	2521
is effective, subject to the limitation that no conversion shall	2522
be effected if there are reasonable grounds to believe that the	2523
conversion would render the converted entity unable to pay its	2524
obligations as the obligations become due in the usual course of	2525
the converted entity's affairs.	2526

(E) Upon request and payment of the fee specified in division	2527
(K)(2) of section 111.16 of the Revised Code, the secretary of	2528
state shall furnish a certificate setting forth all of the	2529
following:	2530

(1) The name and form of entity of the converting entity and	2531
the state under the laws of which it existed prior to the	2532
conversion;	2533

(2) The name and the form of entity of the converted entity	2534
and the state under the law of which it will exist;	2535

(3) The date of filing of the certificate of conversion with	2536
the secretary of state and the effective date of the conversion.	2537

(F) The certificate of the secretary of state or a copy of	2538
the certificate of conversion certified by the secretary of state,	2539
may be filed for record in the office of the recorder of any	2540
county in this state and, if filed, shall be recorded in the	2541
records of deeds for that county. For the recording, the county	2542
recorder shall charge and collect the same fee as in the case of	2543
deeds.	2544

Sec. 1776.75. (A) Upon a conversion becoming effective, all	2545
of the following apply:	2546

(1) The converting entity is continued in the converted	2547
entity.	2548

(2) The converted entity exists, and the converting entity	2549
ceases to exist.	2550

(3) The converted entity possesses both of the following and	2551
both of the following continue in the converted entity without any	2552
further act or deed:	2553

(a) Except to the extent limited by requirements of	2554
applicable law, both of the following:	2555

(i) All assets and property of every description of the	2556
converting entity and every interest in the assets and property of	2557
the converting entity, wherever the assets, property, and	2558
interests are located. Title to any real estate or any interest in	2559
real estate that was vested in the converting entity does not	2560
revert or in any way is impaired by reason of the conversion.	2561

(ii) The rights, privileges, immunities, powers, franchises,	2562
and authority, whether of a public or a private nature, of the	2563
converting entity.	2564

(b) All obligations belonging or due to the converting	2565
entity.	2566

(4) All the rights of creditors of the converting entity are	2567
preserved unimpaired, and all liens upon the property of the	2568
converting entity are preserved unimpaired. A partner of a	2569
converting partnership who is not a general partner of the	2570
converted entity is not liable for any obligation incurred after	2571
the conversion except for either of the following:	2572

(a) If the converted entity is a partnership, to the extent	2573
that a creditor of the converting partnership extends credit to	2574
the converted entity, reasonably believing that the former	2575
partner is a general partner of the converted entity;	2576

(b) If the converted entity is not a partnership then to the	2577
extent provided in division (B) of section 1776.56 of the Revised	2578
Code, deeming for purposes of this division that a certificate of	2579
conversion constitutes a statement of dissociation under section	2580
1776.57 of the Revised Code.	2581

(B) If a partner of a converting partnership is not a	2582
general partner of the converted entity, unless that partner	2583
agrees otherwise in writing, the converted entity shall indemnify	2584
the partner against all present or future liabilities of the	2585
converting partnership of which the partner was a partner.	2586
Liabilities of the converting partnership, for purposes of this	2587
division, include any amount payable pursuant to section 1776.77	2588
of the Revised Code to a partner of the converting partnership.	2589

(C) In the case of a conversion into a foreign corporation,	2590
limited liability company, limited partnership, or limited	2591
liability partnership that is not licensed or registered to	2592
transact business in this state, if the converted entity intends	2593
to transact business in this state and the certificate of	2594
conversion is accompanied by the information described in	2595
division (B)(4) of section 1776.70 of the Revised Code, on the	2596
effective date of the conversion the converted entity is	2597
considered to have complied with the requirements for procuring	2598
a license or registration to transact business in this state as	2599
a foreign corporation, limited liability company, limited	2600
partnership, or limited liability partnership as the case may be.	2601
A copy of the certificate of conversion certified by the	2602
secretary of state constitutes the license certificate prescribed	2603
for a foreign corporation or the application for registration	2604
prescribed for a foreign limited liability company, foreign	2605
limited partnership, or foreign limited liability partnership.	2606

(D) Any action to set aside a conversion on the grounds of	2607
noncompliance with a section of the Revised Code that is	2608
applicable to the conversion shall be forever barred unless that	2609
action is brought within ninety days after the effective date of	2610
the conversion.	2611

(E) In the case of a converting or converted entity organized	2612
or existing under the laws of any state other than this state,	2613
this section is subject to the laws of the state under which that	2614
entity exists or in which it has property.	2615

Sec. 1776.76. (A) Unless otherwise provided in writing in the	2616
partnership agreement of a constituent domestic partnership, all	2617
of the following are entitled to relief as dissenting partners as	2618
provided in section 1776.77 of the Revised Code:	2619

(1) Partners of a domestic partnership that is being merged	2620
or consolidated into a surviving or new entity, domestic or	2621
foreign, pursuant to section 1776.68 or 1776.69 of the Revised	2622
Code;	2623

(2) In the case of a merger into a domestic partnership,	2624
partners of the surviving domestic partnership who under section	2625
1776.68 of the Revised Code are entitled to vote or act on the	2626
adoption of an agreement of merger, but only as to the interests	2627
so entitling them to vote or act.	2628

(3) Partners of a domestic partnership that is converting	2629
into a converted entity pursuant to section 1776.73 of the Revised	2630
Code.	2631

(B) Unless otherwise expressly agreed to in writing, a	2632
general partner of any constituent partnership is liable to the	2633
partners of the constituent partnership for any amount payable to	2634
them pursuant to section 1776.77 of the Revised Code as if the	2635
amount payable were an existing liability of the constituent	2636
partnership at the time of the merger, consolidation, or	2637
conversion.	2638

Sec. 1776.77. (A) A partner of a domestic partnership is	2639
entitled to relief as a dissenting partner with respect to the	2640
proposals described in section 1776.76 of the Revised Code only as	2641
this section provides.	2642

(B)(1) When a proposal of merger, consolidation, or	2643
conversion is submitted to the partners at a meeting, a partner	2644
may be a dissenting partner only if that partner is a record	2645
holder of the partnership interests as to which the partner seeks	2646
relief as of the date fixed for the determination of partners	2647
entitled to notice of the meeting, and has not voted those	2648
interests in favor of the proposal.	2649

(2) Not later than ten days after the date on which a vote on	2650
a proposal for merger, consolidation, or conversion is taken at	2651
the meeting of the partners, a dissenting partner shall deliver	2652
to the partnership a written demand for payment of the fair cash	2653
value of the interests to which the dissenting partner seeks	2654
relief. The demand shall state the dissenting partner's address,	2655
the number and class of those interests, and the amount the	2656
dissenting partner claims as the fair cash value of the	2657
interests.	2658

(C)(1) If the proposal of merger, consolidation, or	2659
conversion is submitted to the partners for written approval or	2660
other action without a meeting, a partner may be a dissenting	2661
partner only if on the date the request for approval or action is	2662
sent to the partners entitled to act or approve the partner is a	2663
record holder of those interests of the partnership to which the	2664
partner seeks relief and the partner did not indicate approval of	2665
the proposal in the partner's capacity as a holder of those	2666
interests.	2667

(2) Not later than fifteen days after the date on which the	2668
request for approval of or action on the proposal is sent to the	2669
partners, the dissenting partner shall deliver to the partnership	2670
a written demand for payment of the fair cash value of the	2671
interests to which the partner seeks relief. The demand shall	2672
state the dissenting partner's address, the number and class of	2673
interests, and the amount the partner claims as the fair cash	2674
value of those interests.	2675

(D) In any merger or consolidation, a demand served on the	2676
involved constituent domestic partnership constitutes service on	2677
the surviving entity or the new entity, whether that demand is	2678
served before, on, or after the effective date of the merger or	2679
consolidation. In any conversion, a demand served on the	2680
converting domestic partnership constitutes service on the	2681
converted entity, whether that demand is served before, on, or	2682
after the effective date of the conversion.	2683

(E)(1) When the interests as to which a dissenting partner	2684
seeks relief are represented by certificates, and the domestic	2685
partnership sends the dissenting partner a request for	2686
certificates representing those interests, within fifteen days	2687
from the date on which the request is sent, the dissenting partner	2688
shall deliver to the partnership the requested certificates. The	2689
partnership shall endorse a legend on each certificate to the	2690
effect that the partner has made a demand for the fair cash value	2691
of the interests the certificate represents. The partnership	2692
promptly shall return the endorsed certificates to the dissenting	2693
partner.	2694

(2) At the option of the partnership, the partnership may	2695
terminate a partner's rights as a dissenting partner by sending a	2696
written notice to the dissenting partner within twenty days after	2697
the lapse of the fifteen-day period if the partner fails to	2698
deliver the certificates, unless a court for good cause shown	2699
otherwise directs. A partnership's request pursuant to this	2700
division is not an admission that the holder of the interest is	2701
entitled to relief under this section.	2702

(3) If an interest represented by a certificate that contains	2703
a legend is transferred, each new certificate issued shall bear a	2704
similar legend and the name of the original dissenting holder of	2705
those interests.	2706

(4) Upon receiving a demand for payment from a dissenting	2707
partner who is a record holder of uncertificated interests, the	2708
partnership shall make an appropriate notation of the demand for	2709
payment in its records. When an uncertificated interest for which	2710
a dissenting partner demands payment is to be transferred, any	2711
writing to evidence that transfer shall bear the legend required	2712
for certificated interests as this section provides.	2713

(5) A transferee of interests who receives an endorsed	2714
certificate or an uncertificated interest with a notation acquires	2715
only those rights in the partnership as the original partner	2716
holding those interests had immediately after the service of a	2717
demand for payment of the fair cash value of the interests.	2718

(F) Unless the partnership agreement of the constituent	2719
domestic partnership provides a reasonable basis for determining	2720
and paying the fair cash value of the interests for which a	2721
dissenting partner seeks relief, or unless the partnership and the	2722
dissenting partner have come to an agreement on the fair cash	2723
value of the interests, the dissenting partner or the partnership,	2724
which may be the surviving or new entity in the case of a merger	2725
or consolidation, or the converted entity in the case of a	2726
conversion, within ninety days after the service of the dissenting	2727
partner's demand, may file a complaint under section 1776.78 of	2728
the Revised Code in the court of common pleas of the county in	2729
which the principal office of the partnership that issued the	2730
interests is located or was located when the partners adopted the	2731
proposal of merger, consolidation, or conversion. The complaint	2732
shall be filed in the court of common pleas of Franklin county if	2733
the domestic partnership does not have, or did not have at the	2734
time of the demand, its principal office in this state.	2735

Other dissenting partners, within that ninety-day period, may	2736
join as plaintiffs or may be joined as defendants, and any two or	2737
more proceedings may be consolidated.	2738

(G) The right and obligation of a dissenting partner to	2739
receive fair cash value and to sell the interests to which the	2740
dissenting partner seeks relief, and the right and obligation of	2741
the domestic partnership to purchase those interests and to pay	2742
the fair cash value of them, terminate under any of the following	2743
circumstances:	2744

(1) The dissenting partner does not comply with this section,	2745
unless the partnership waives that failure.	2746

(2) The partnership abandons the merger, consolidation, or	2747
conversion or is finally enjoined or prevented from carrying it	2748
out, or the partners rescind their adoption or approval of the	2749
merger, consolidation, or conversion.	2750

(3) The dissenting partner withdraws the demand, with the	2751
consent of the partnership.	2752

(4) The partnership agreement does not provide a reasonable	2753
basis for determining and paying the dissenting partner the fair	2754
cash value of the dissenting partner's interest, the partnership	2755
and the dissenting partner have not agreed upon the fair cash	2756
value of the interest, and neither the dissenting partner nor the	2757
partnership has filed or joined in a complaint under division (F)	2758
of this section within the period that division provides.	2759

(H)(1) Unless otherwise provided in the partnership	2760
agreement, from the time the dissenting partner gives a demand	2761
until either the termination of the rights and obligations arising	2762
from it or the purchase of the interests by the partnership, all	2763
other rights accruing from those interests, including voting or	2764
distribution rights, are suspended. If, during the suspension, any	2765
distribution is paid in money upon interests of that class, or any	2766
dividend, distribution, or interest is paid in money upon any	2767
securities issued in extinguishment of, or in substitution for,	2768
that interest, the holder of record shall be paid as a credit upon	2769
the fair cash value of the interests an amount equal to the	2770
dividend, distribution, or interest that would have been payable	2771
upon those interests or securities, if not for the suspension.	2772

(2) If the right to receive the fair cash value is terminated	2773
other than by the purchase of the interests by the partnership,	2774
all rights of the dissenting partner shall be restored and all	2775
distributions that would have been made if not for the suspension	2776
shall be made to the holder of record of the interests at the time	2777
of termination.	2778

Sec. 1776.78. (A)(1) When authorized by division (F) of	2779
section 1776.77 of the Revised Code, a dissenting partner or a	2780
partnership may file a complaint under this section demanding the	2781
relief this section describes. Any complaint shall contain a brief	2782
statement of the facts, including the vote or action by the	2783
partners and the facts entitling the dissenting partner to the	2784
relief demanded. No answer to a complaint is required. Upon the	2785
filing of a complaint, the court, on motion of the petitioner,	2786
shall enter an order fixing a date for a hearing and require a	2787
copy of the complaint, a notice of the filing, and the date for	2788
the hearing be given to the respondent or defendant pursuant to	2789
the Rules of Civil Procedure.	2790

(2) On the date fixed for the hearing, the court shall	2791
determine from the complaint and from evidence either party	2792
submits whether the dissenting partner is entitled to be paid the	2793
fair cash value of any interests and, if so, the number and class	2794
of those interests. The court may appoint one or more persons as	2795
appraisers to receive evidence and to recommend a decision on the	2796
amount of the fair cash value if the court finds that the	2797
dissenting partner is entitled to the payment of the fair cash	2798
value of interests. The appraisers have the power and authority	2799
as the order of their appointment specifies. The court shall make	2800
a finding as to the fair cash value of the interests and shall	2801
render judgment against the partnership for the payment of it,	2802
with interest at a rate and from a date as the court considers	2803
equitable.	2804

(3) The court shall assess or apportion the costs of the	2805
proceeding, including reasonable compensation to the appraisers to	2806
be fixed by the court, as the court considers equitable. The	2807
proceeding is a special proceeding and final orders in it may be	2808
vacated, modified, or reversed on appeal pursuant to the rules of	2809
appellate procedure and, to the extent not in conflict with those	2810
rules, to Chapter 2505. of the Revised Code.	2811

(4) If, during the pendency of any proceeding under this	2812
section, a suit or proceeding is instituted to enjoin or otherwise	2813
to prevent the carrying out of the action as to which the partner	2814
has dissented, the proceeding instituted under this section shall	2815
be stayed until the final determination of the other suit or	2816
proceeding.	2817

(5) Unless any provision of division (G) of section 1776.77	2818
of the Revised Code applies, the fair cash value of the interests	2819
that the parties agree upon under section 1776.77 of the Revised	2820
Code or that the court fixes under this section shall be paid	2821
within thirty days after the date of final determination of value	2822
or the consummation of the merger, consolidation, or conversion,	2823
whichever occurs last, provided that in the case of holders of	2824
interests represented by certificates, payment shall be made only	2825
upon and simultaneously with the surrender to the domestic	2826
partnership of the certificates representing the interests for	2827
which the payment is made.	2828

(B) If the proposal of merger, consolidation, or conversion	2829
is submitted to the partners of the partnership for a vote at a	2830
meeting, the fair cash value as to those partners shall be	2831
determined as of the day before the day on which the vote is	2832
taken. If the proposal is submitted to the partners for written	2833
approval or other action, the fair cash value as to those partners	2834
shall be determined as of the day prior to the day on which the	2835
request for the approval or action is sent.	2836

(C) The fair cash value of an interest for purposes of this	2837
section is the amount that a willing seller who is under no	2838
compulsion to sell would be willing to accept and that a willing	2839
buyer who is under no compulsion to purchase would be willing to	2840
pay. In no case shall the fair cash value paid to any partner	2841
exceed the amount specified in that partner's demand. The	2842
computation of the fair cash value shall exclude any appreciation	2843
or depreciation in value resulting from the merger,	2844
consolidation, or conversion.	2845

Sec. 1776.79. When a domestic partnership is a constituent	2846
entity to a merger or consolidation that has become effective, and	2847
that domestic partnership is not the surviving or resulting entity	2848
of the merger or consolidation, or a domestic partnership is the	2849
converting entity in a conversion, a judgment creditor of a	2850
partner of that domestic partnership shall not levy execution	2851
against the assets of the partner to satisfy a judgment based on a	2852
claim against the surviving or resulting entity of the merger,	2853
consolidation, or conversion unless any of the following applies:	2854

(A) The claim is for an obligation of the domestic	2855
partnership for which the partner is liable as this chapter	2856
provides and any of the following is true:	2857

(1) A judgment based on the same claim entered was against	2858
the surviving or resulting entity of the merger, consolidation,	2859
or conversion and a writ of execution on the judgment was	2860
returned unsatisfied in whole or in part.	2861

(2) The surviving or resulting entity of the merger or	2862
consolidation or the entity resulting from the conversion is a	2863
debtor in bankruptcy.	2864

(3) The partner agreed that the creditor need not exhaust the	2865
assets of a domestic partnership that was not the surviving or	2866
resulting entity of the merger, consolidation, or conversion.	2867

(4) The partner agreed that the creditor need not exhaust the	2868
assets of the surviving or resulting entity of the merger or	2869
consolidation or the entity resulting from the conversion.	2870

(B) A court grants permission to the judgment creditor to	2871
levy execution against the assets of the partner based on a	2872
finding that the assets of the surviving or resulting entity of	2873
the merger, consolidation, or conversion that are subject to	2874
execution are clearly insufficient to satisfy the judgment, that	2875
exhaustion of the assets of the surviving or resulting entity is	2876
excessively burdensome, or that the grant of permission is an	2877
appropriate exercise of the court's equitable powers.	2878

(C) Liability is imposed on the partner by law or contract	2879
independent of the existence of the surviving or resulting entity	2880
of the merger, consolidation, or conversion.	2881

Sec. 1776.81. (A) A partnership may become a limited	2882
liability partnership pursuant to this section.	2883

(B) Any terms and conditions by which a partnership becomes a	2884
limited liability partnership shall be approved by the vote	2885
necessary to amend the partnership agreement except when the	2886
partnership agreement expressly considers obligations to	2887
contribute to the partnership, in which case the required vote is	2888
the vote necessary to amend those provisions.	2889

(C) After the approval division (B) of this section requires,	2890
a partnership may become a limited liability partnership by filing	2891
with the secretary of state a statement of qualification. The	2892
statement shall contain all of the following:	2893

(1) The name of the partnership;

2894

(2) The street address of the partnership's chief executive	2895
office and, if the partnership's chief executive office is not in	2896
this state, the street address of any office in this state;	2897

(3) If the partnership does not have an office in this state,	2898
the name and street address of the partnership's agent for service	2899
of process;	2900

(4) A statement that the partnership elects to be a limited	2901
liability partnership;	2902

(5) Any deferred effective date.

2903

(D) The agent of a limited liability partnership for service	2904
of process shall be an individual who is a resident of this state	2905
or other person authorized to do business in this state.	2906

(E) The status of a partnership as a limited liability	2907
partnership is effective on the later of the filing of the	2908
statement or a date specified in the statement. The status remains	2909
effective, regardless of changes in the partnership, until it is	2910
canceled pursuant to division (D) of section 1776.05 of the	2911
Revised Code or revoked pursuant to section 1776.83 of the Revised	2912
Code.	2913

(F) The status of a partnership as a limited liability	2914
partnership and the liability of its partners is not affected by	2915
errors or later changes in the information required to be	2916
contained in the statement of qualification under division (C) of	2917
this section.	2918

(G) The filing of a statement of qualification establishes	2919
that a partnership has satisfied all conditions precedent to the	2920
qualification of the partnership as a limited liability	2921
partnership.	2922

(H) An amendment or cancellation of a statement of	2923
qualification is effective when it is filed or on a deferred	2924
effective date specified in the amendment or cancellation.	2925

(I) Notwithstanding any contrary provisions of this chapter,	2926
a domestic partnership having the status of a registered limited	2927
liability partnership under predecessor law has the status of a	2928
limited liability partnership under this chapter as of the date	2929
this chapter governs that partnership, which is on or after the	2930
first day of January, 2009, but not later than the first day of	2931
January, 2010. To the extent the partnership has not filed a	2932
statement of qualification pursuant to this section, the latest	2933
application or renewal application filed by that partnership under	2934
the predecessor law constitutes a statement of qualification under	2935
this section.	2936

Sec. 1776.82. The name of a limited liability partnership	2937
shall contain "registered limited liability partnership,"	2938
"registered partnership having limited liability," "limited	2939
liability partnership," "R.L.L.P.," "P.L.L.," "L.L.P.," "RLLP,"	2940
"PLL," or "LLP."	2941

Sec. 1776.83. (A) A limited liability partnership and a	2942
foreign limited liability partnership authorized to transact	2943
business in this state shall file an annual report in the office	2944
of the secretary of state. The report shall contain all of the	2945
following:	2946

(1) The name of the limited liability partnership and the	2947
state or other jurisdiction under whose laws the foreign limited	2948
liability partnership is formed;	2949

(2) The street address of the partnership's chief executive	2950
office and, if the partnership's chief executive office is not in	2951
this state, the street address of any office of the partnership in	2952
this state;	2953

(3) If the partnership does not have an office in this state,	2954
the name and street address of the partnership's current agent for	2955
service of process.	2956

(B) A partnership shall file an annual report between the	2957
first day of January and the first day of April of each year that	2958
follows the calendar year in which the partnership files a	2959
statement of qualification or a foreign partnership becomes	2960
authorized to transact business in this state.	2961

(C) The secretary of state may revoke the statement of	2962
qualification of any partnership that fails to file an annual	2963
report when due or pay the required filing fee. To revoke a	2964
statement, the secretary of state shall provide the partnership at	2965
least sixty days' written notice of the intent to revoke, mailed	2966
to the partnership at its chief executive office set forth in the	2967
last filed statement of qualification or annual report. The notice	2968
shall specify the annual report that the partnership failed to	2969
file, the unpaid fee, and the effective date of the revocation.	2970
The revocation is not effective if the partnership files the	2971
annual report and pays the fee before the effective date of the	2972
revocation.	2973

(D) A revocation under division (C) of this section affects	2974
only a partnership's status as a limited liability partnership and	2975
is not an event of dissolution of the partnership.	2976

(E) A partnership whose statement of qualification is revoked	2977
may apply to the secretary of state for reinstatement within two	2978
years after the effective date of the revocation. The application	2979
for reinstatement shall state the name of the partnership, the	2980
effective date of the revocation, and that the ground for	2981
revocation either did not exist or has been corrected.	2982

(F) A reinstatement under division (E) of this section	2983
relates back to and takes effect as of the effective date of the	2984
revocation, and the partnership's status as a limited liability	2985
partnership continues as if the revocation had never occurred.	2986

Sec. 1776.84. (A) A limited liability partnership shall not	2987
make a distribution to a partner to the extent that at the time of	2988
the distribution and after giving effect to the distribution, all	2989
liabilities of the limited liability partnership exceed the fair	2990
value of the assets of the limited liability partnership, other	2991
than liabilities to partners on account of their economic	2992
interests and liabilities for which the recourse of creditors is	2993
limited to specified property. The fair value of property that is	2994
subject to a liability for which the recourse of creditors is	2995
limited shall be included in the assets of the limited liability	2996
partnership only to the extent that the fair value of that	2997
property exceeds that liability. For purposes of this section, the	2998
term "distribution" does not include amounts constituting	2999
reasonable compensation for present or past services or reasonable	3000
payments made in the ordinary course of business pursuant to a	3001
bona fide retirement plan or other benefits program.	3002

(B) A partner of a limited liability partnership who receives	3003
a distribution in violation of division (A) of this section is	3004
liable to the partnership for the amount of that distribution.	3005
This section does not affect any obligation or liability of a	3006
partner of a limited liability partnership under an agreement or	3007
other applicable law for the amount of a distribution.	3008

Sec. 1776.85. (A) The law under which a foreign limited	3009
liability partnership is formed governs relations among the	3010
partners and between the partners and the partnership and the	3011
liability of partners for obligations of the partnership.	3012

(B) A foreign limited liability partnership may not be denied	3013
a statement of foreign qualification by reason of any difference	3014
between the law under which the partnership was formed and the law	3015
of this state.	3016

(C) A statement of foreign qualification does not authorize a	3017
foreign limited liability partnership to engage in any business or	3018
exercise any power that a partnership may not engage in or	3019
exercise in this state as a limited liability partnership.	3020

Sec. 1776.86. (A) A foreign limited liability partnership	3021
shall file a statement of foreign qualification with the secretary	3022
of state prior to transacting any business in this state. The	3023
statement shall contain all of the following:	3024

(1) The name of the foreign limited liability partnership.	3025
The name shall satisfy the requirements of the state or other	3026
jurisdiction under whose law it is formed and shall end with	3027
"registered limited liability partnership," "limited liability	3028
partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."	3029

(2) The street address of the partnership's chief executive	3030
office and, if the partnership's chief executive office is not in	3031
this state, the street address of any partnership office in this	3032
state;	3033

(3) If there is no office of the partnership in this state,	3034
the name and street address of the partnership's agent for service	3035
of process;	3036

(4) Any deferred effective date;

3037

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

3038

(B) The agent of a foreign limited liability partnership for	3039
service of process shall be an individual who is a resident of	3040
this state or another person authorized to do business in this	3041
state.	3042

(C) The status of a partnership as a foreign limited	3043
liability partnership is effective on the later of the filing of	3044
the statement of foreign qualification or a date specified in the	3045
statement. The status remains effective, regardless of changes in	3046
the partnership, until it is canceled pursuant to division (D) of	3047
section 1776.05 of the Revised Code or revoked pursuant to section	3048
1776.83 of the Revised Code.	3049

(D) An amendment or cancellation of a statement of foreign	3050
qualification is effective when it is filed or on a deferred	3051
effective date specified in the amendment or cancellation.	3052

Sec. 1776.87. (A) A foreign limited liability partnership	3053
transacting business in this state may not maintain an action or	3054
proceeding in this state unless it has in effect a statement of	3055
foreign qualification.	3056

(B) The failure of a foreign limited liability partnership to	3057
have a statement of foreign qualification that is in effect does	3058
not impair the validity of any contract or act of that partnership	3059
or preclude it from defending an action or proceeding in this	3060
state.	3061

(C) A limitation on personal liability of a partner is not	3062
waived or otherwise affected by transacting business in this state	3063
without a statement of foreign qualification.	3064

(D) If a foreign limited liability partnership transacts	3065
business in this state without a statement of foreign	3066
qualification, the secretary of state is its agent for service of	3067
process with respect to a right of action arising out of the	3068
transaction of business in this state.	3069

Sec. 1776.88. (A) Activities of a foreign limited liability	3070
partnership that do not constitute transacting business for the	3071
purpose of section 1776.86 of the Revised Code include all of the	3072
following:	3073

(1) Maintaining, defending, or settling an action or	3074
proceeding;	3075

(2) Holding meetings of its partners or carrying on any other	3076
activity concerning its internal affairs;	3077

(3) Maintaining bank accounts;

3078

(4) Maintaining offices or agencies for the transfer,	3079
exchange, and registration of the partnership's own securities or	3080
maintaining trustees or depositories with respect to those	3081
securities;	3082

(5) Selling through independent contractors;

3083

(6) Soliciting or obtaining orders, whether by mail or	3084
through employees or agents or otherwise, if the orders require	3085
acceptance outside this state before they become contracts;	3086

(7) Creating or acquiring indebtedness, with or without a	3087
mortgage or other security interest in property;	3088

(8) Collecting debts or foreclosing mortgages or other	3089
security interests in property securing the debts, and holding,	3090
protecting, and maintaining property so acquired;	3091

(9) Conducting an isolated transaction that is completed	3092
within thirty days and is not one in the course of similar	3093
transactions;	3094

(10) Transacting business in interstate commerce.

3095

(B) For purposes of section 1776.86 of the Revised Code, the	3096
ownership in this state of income-producing real property or	3097
tangible personal property, other than property excluded under	3098
division (A) of this section, constitutes transacting business in	3099
this state.	3100

(C) This section does not apply in determining the contacts	3101
or activities that may subject a foreign limited liability	3102
partnership to service of process, taxation, or regulation under	3103
any other law of this state.	3104

Sec. 1776.89. The attorney general may maintain an action to	3105
restrain a foreign limited liability partnership from transacting	3106
business in this state that is in violation of division (C) of	3107
section 1776.85 of the Revised Code.	3108

Sec. 1776.91. This chapter shall be applied and construed to	3109
effectuate the general purpose to make uniform the law with	3110
respect to the subject of this chapter among states enacting the	3111
uniform partnership act (1997) except where it expressly differs	3112
substantially from the uniform partnership act (1997).	3113

Sec. 1776.92. This chapter may be cited as the "Ohio Uniform	3114
Partnership Act (1997)."	3115

Sec. 1776.95. (A) Prior to the first day of January, 2010,	3116
this chapter governs the following partnerships:	3117

(1) A partnership formed on or after the first day of	3118
January, 2009, except a partnership that is continuing the	3119
business of a dissolved partnership under section 1775.40 of the	3120
Revised Code;	3121

(2) A partnership formed before the first day of January,	3122
2009, that elects pursuant to division (C) of this section, to be	3123
governed by this chapter.	3124

(B) On and after the first day of January, 2010, this chapter	3125
governs all partnerships.	3126

(C)(1) On and after the first day of January, 2009, but prior	3127
to the first day of January, 2010, a partnership voluntarily may	3128
elect, in the manner provided in its partnership agreement or by	3129
law for amending the partnership agreement, to be governed by this	3130
chapter.	3131

(2) The provisions of this chapter relating to the liability	3132
of the partnership's partners to third parties apply to limit	3133
those partners' liability to a third party who did business with	3134
the partnership within one year before the partnership's election	3135
to be governed by this chapter only if the third party knows or	3136
has received a notification of the partnership's election to be	3137
governed by this chapter.	3138

Sec. 1776.96. This chapter does not affect any action or	3139
proceeding that commences, or any right that accrues, before the	3140
date the partnership is governed by this chapter as determined	3141
pursuant to section 1776.95 of the Revised Code.	3142

Sec. 1777.07. (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 Code,	3151
on and after the date the partnership elects to be governed by	3152
that chapter.	3153

Sec. 1779.12. (A) This chapter does not govern any	3154
partnership on and after the first day of January, 2010.	3155

(B) This chapter does not govern any partnership that is	3156
formed on or after the first day of January, 2009. Chapter 1776.	3157
of the Revised Code governs any partnership formed on or after	3158
that date.	3159

(C) This chapter does not govern any partnership that elects	3160
to be governed by Chapter 1776. of the Revised Code pursuant to	3161
procedures in division (C) of section 1776.95 of the Revised	3162
Code, on and after the date the partnership elects to be governed	3163
by that chapter.	3164

Sec. 1782.64. (A) A limited partnership may become a limited	3165
liability limited partnership by doing all of the following:	3166

(1) Obtaining approval of the terms and conditions of the	3167
limited partnership becoming a limited liability limited	3168
partnership by the vote necessary to amend the limited partnership	3169
agreement. When a limited partnership agreement expressly	3170
considers contribution obligations, the required vote is the vote	3171
necessary to amend those provisions.	3172

(2) Filing a statement of qualification under division (C) of	3173
section 1776.81 of the Revised Code;	3174

(3) Complying with the name requirements of section 1776.82	3175
of the Revised Code.	3176

(B) A limited liability limited partnership continues to be	3177
the same entity that existed before the filing of a statement of	3178
qualification under division (C) of section 1776.81 of the Revised	3179
Code.	3180

(C) Division (C) of section 1776.36 and division (B) of	3181
section 1776.37 of the Revised Code apply to both general and	3182
limited partners of a limited liability limited partnership.	3183

Sec. 2307.30. (A) A joint debtor may make a separate	3184
composition or compromise with any creditor. Any composition or	3185
compromise shall be a full and effectual discharge to the debtor	3186
who makes it, but only to that person, from all liability to the	3187
creditor with whom it is made, according to its terms. A debtor	3188
who makes such a composition or compromise may take from the	3189
creditor a note or memorandum in writing exonerating the debtor	3190
from all individual liability incurred by reason of the joint	3191
debt. That note or memorandum may be given in evidence to bar the	3192
creditor's right of recovery against the debtor. If joint	3193
liability is by judgment in a court of record in this state, on	3194
production to and filing of the note or memorandum with the clerk	3195
of the court, the clerk shall discharge the judgment of record as	3196
far as the compromising debtor is concerned.	3197

(B) A compromise or composition with one joint debtor shall	3198
not discharge other joint debtors or impair the right of the	3199
creditor to proceed against other joint debtors who have not been	3200
discharged. A joint debtor who is proceeded against may	3201
counterclaim against the creditor for any demand that could have	3202
been asserted as a counterclaim had the suit by the creditor been	3203
brought against all of the joint debtors.	3204

(C) A compromise or discharge of one joint debtor does not	3205
prevent the other joint debtors from availing themselves of any	3206
defense, except that they shall not set up the discharge of one	3207
debtor as a discharge of the others unless it appears that all	3208
were intended to be discharged. The discharge of one debtor is	3209
deemed a payment to the creditor equal to the proportionate	3210
liability of the discharged debtor.	3211

(D) A compromise or composition by a joint debtor with a	3212
creditor does not affect any right the other joint debtors have to	3213
call on the discharged debtor for that person's ratable portion of	3214
the joint debt.	3215

Sec. 2329.66.  (A) Every person who is domiciled in this	3216
state may hold property exempt from execution, garnishment,	3217
attachment, or sale to satisfy a judgment or order, as follows:	3218

(1)(a) In the case of a judgment or order regarding money	3219
owed for health care services rendered or health care supplies	3220
provided to the person or a dependent of the person, one parcel or	3221
item of real or personal property that the person or a dependent	3222
of the person uses as a residence. Division (A)(1)(a) of this	3223
section does not preclude, affect, or invalidate the creation	3224
under this chapter of a judgment lien upon the exempted property	3225
but only delays the enforcement of the lien until the property is	3226
sold or otherwise transferred by the owner or in accordance with	3227
other applicable laws to a person or entity other than the	3228
surviving spouse or surviving minor children of the judgment	3229
debtor. Every person who is domiciled in this state may hold	3230
exempt from a judgment lien created pursuant to division (A)(1)(a)	3231
of this section the person's interest, not to exceed five thousand	3232
dollars, in the exempted property.	3233

(b) In the case of all other judgments and orders, the	3234
person's interest, not to exceed five thousand dollars, in one	3235
parcel or item of real or personal property that the person or a	3236
dependent of the person uses as a residence.	3237

(2) The person's interest, not to exceed one thousand	3238
dollars, in one motor vehicle;	3239

(3) The person's interest, not to exceed two hundred dollars	3240
in any particular item, in wearing apparel, beds, and bedding, and	3241
the person's interest, not to exceed three hundred dollars in each	3242
item, in one cooking unit and one refrigerator or other food	3243
preservation unit;	3244

(4)(a) The person's interest, not to exceed four hundred	3245
dollars, in cash on hand, money due and payable, money to become	3246
due within ninety days, tax refunds, and money on deposit with a	3247
bank, savings and loan association, credit union, public utility,	3248
landlord, or other person. Division (A)(4)(a) of this section	3249
applies only in bankruptcy proceedings. This exemption may include	3250
the portion of personal earnings that is not exempt under division	3251
(A)(13) of this section.	3252

(b) Subject to division (A)(4)(d) of this section, the	3253
person's interest, not to exceed two hundred dollars in any	3254
particular item, in household furnishings, household goods,	3255
appliances, books, animals, crops, musical instruments, firearms,	3256
and hunting and fishing equipment, that are held primarily for the	3257
personal, family, or household use of the person;	3258

(c) Subject to division (A)(4)(d) of this section, the	3259
person's interest in one or more items of jewelry, not to exceed	3260
four hundred dollars in one item of jewelry and not to exceed two	3261
hundred dollars in every other item of jewelry;	3262

(d) Divisions (A)(4)(b) and (c) of this section do not	3263
include items of personal property listed in division (A)(3) of	3264
this section.	3265

If the person does not claim an exemption under division	3266
(A)(1) of this section, the total exemption claimed under division	3267
(A)(4)(b) of this section shall be added to the total exemption	3268
claimed under division (A)(4)(c) of this section, and the total	3269
shall not exceed two thousand dollars. If the person claims an	3270
exemption under division (A)(1) of this section, the total	3271
exemption claimed under division (A)(4)(b) of this section shall	3272
be added to the total exemption claimed under division (A)(4)(c)	3273
of this section, and the total shall not exceed one thousand five	3274
hundred dollars.	3275

(5) The person's interest, not to exceed an aggregate of	3276
seven hundred fifty dollars, in all implements, professional	3277
books, or tools of the person's profession, trade, or business,	3278
including agriculture;	3279

(6)(a) The person's interest in a beneficiary fund set apart,	3280
appropriated, or paid by a benevolent association or society, as	3281
exempted by section 2329.63 of the Revised Code;	3282

(b) The person's interest in contracts of life or endowment	3283
insurance or annuities, as exempted by section 3911.10 of the	3284
Revised Code;	3285

(c) The person's interest in a policy of group insurance or	3286
the proceeds of a policy of group insurance, as exempted by	3287
section 3917.05 of the Revised Code;	3288

(d) The person's interest in money, benefits, charity,	3289
relief, or aid to be paid, provided, or rendered by a fraternal	3290
benefit society, as exempted by section 3921.18 of the Revised	3291
Code;	3292

(e) The person's interest in the portion of benefits under	3293
policies of sickness and accident insurance and in lump sum	3294
payments for dismemberment and other losses insured under those	3295
policies, as exempted by section 3923.19 of the Revised Code.	3296

(7) The person's professionally prescribed or medically	3297
necessary health aids;	3298

(8) The person's interest in a burial lot, including, but not	3299
limited to, exemptions under section 517.09 or 1721.07 of the	3300
Revised Code;	3301

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

3302

(a) Moneys paid or payable for living maintenance or rights,	3303
as exempted by section 3304.19 of the Revised Code;	3304

(b) Workers' compensation, as exempted by section 4123.67 of	3305
the Revised Code;	3306

(c) Unemployment compensation benefits, as exempted by	3307
section 4141.32 of the Revised Code;	3308

(d) Cash assistance payments under the Ohio works first	3309
program, as exempted by section 5107.75 of the Revised Code;	3310

(e) Benefits and services under the prevention, retention,	3311
and contingency program, as exempted by section 5108.08 of the	3312
Revised Code;	3313

(f) Disability financial assistance payments, as exempted by	3314
section 5115.06 of the Revised Code.	3315

(10)(a) Except in cases in which the person was convicted of	3316
or pleaded guilty to a violation of section 2921.41 of the Revised	3317
Code and in which an order for the withholding of restitution from	3318
payments was issued under division (C)(2)(b) of that section or in	3319
cases in which an order for withholding was issued under section	3320
2907.15 of the Revised Code, and only to the extent provided in	3321
the order, and except as provided in sections 3105.171, 3105.63,	3322
3119.80, 3119.81, 3121.02, 3121.03, and 3123.06 of the Revised	3323
Code, the person's right to a pension, benefit, annuity,	3324
retirement allowance, or accumulated contributions, the person's	3325
right to a participant account in any deferred compensation	3326
program offered by the Ohio public employees deferred compensation	3327
board, a government unit, or a municipal corporation, or the	3328
person's other accrued or accruing rights, as exempted by section	3329
145.56, 146.13, 148.09, 742.47, 3307.41, 3309.66, or 5505.22 of	3330
the Revised Code, and the person's right to benefits from the Ohio	3331
public safety officers death benefit fund;	3332

(b) Except as provided in sections 3119.80, 3119.81, 3121.02,	3333
3121.03, and 3123.06 of the Revised Code, the person's right to	3334
receive a payment under any pension, annuity, or similar plan or	3335
contract, not including a payment from a stock bonus or	3336
profit-sharing plan or a payment included in division (A)(6)(b) or	3337
(10)(a) of this section, on account of illness, disability, death,	3338
age, or length of service, to the extent reasonably necessary for	3339
the support of the person and any of the person's dependents,	3340
except if all the following apply:	3341

(i) The plan or contract was established by or under the	3342
auspices of an insider that employed the person at the time the	3343
person's rights under the plan or contract arose.	3344

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

3345

(iii) The plan or contract is not qualified under the	3346
"Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1, as	3347
amended.	3348

(c) Except for any portion of the assets that were deposited	3349
for the purpose of evading the payment of any debt and except as	3350
provided in sections 3119.80, 3119.81, 3121.02, 3121.03, and	3351
3123.06 of the Revised Code, the person's right in the assets held	3352
in, or to receive any payment under, any individual retirement	3353
account, individual retirement annuity, "Roth IRA," or education	3354
individual retirement account that provides benefits by reason of	3355
illness, disability, death, or age, to the extent that the assets,	3356
payments, or benefits described in division (A)(10)(c) of this	3357
section are attributable to any of the following:	3358

(i) Contributions of the person that were less than or equal	3359
to the applicable limits on deductible contributions to an	3360
individual retirement account or individual retirement annuity in	3361
the year that the contributions were made, whether or not the	3362
person was eligible to deduct the contributions on the person's	3363
federal tax return for the year in which the contributions were	3364
made;	3365

(ii) Contributions of the person that were less than or equal	3366
to the applicable limits on contributions to a Roth IRA or	3367
education individual retirement account in the year that the	3368
contributions were made;	3369

(iii) Contributions of the person that are within the	3370
applicable limits on rollover contributions under subsections 219,	3371
402(c), 403(a)(4), 403(b)(8), 408(b), 408(d)(3), 408A(c)(3)(B),	3372
408A(d)(3), and 530(d)(5) of the "Internal Revenue Code of 1986,"	3373
100 Stat. 2085, 26 U.S.C.A. 1, as amended.	3374

(d) Except for any portion of the assets that were deposited	3375
for the purpose of evading the payment of any debt and except as	3376
provided in sections 3119.80, 3119.81, 3121.02, 3121.03, and	3377
3123.06 of the Revised Code, the person's right in the assets held	3378
in, or to receive any payment under, any Keogh or "H.R. 10" plan	3379
that provides benefits by reason of illness, disability, death, or	3380
age, to the extent reasonably necessary for the support of the	3381
person and any of the person's dependents.	3382

(11) The person's right to receive spousal support, child	3383
support, an allowance, or other maintenance to the extent	3384
reasonably necessary for the support of the person and any of the	3385
person's dependents;	3386

(12) The person's right to receive, or moneys received during	3387
the preceding twelve calendar months from, any of the following:	3388

(a) An award of reparations under sections 2743.51 to 2743.72	3389
of the Revised Code, to the extent exempted by division (D) of	3390
section 2743.66 of the Revised Code;	3391

(b) A payment on account of the wrongful death of an	3392
individual of whom the person was a dependent on the date of the	3393
individual's death, to the extent reasonably necessary for the	3394
support of the person and any of the person's dependents;	3395

(c) Except in cases in which the person who receives the	3396
payment is an inmate, as defined in section 2969.21 of the Revised	3397
Code, and in which the payment resulted from a civil action or	3398
appeal against a government entity or employee, as defined in	3399
section 2969.21 of the Revised Code, a payment, not to exceed five	3400
thousand dollars, on account of personal bodily injury, not	3401
including pain and suffering or compensation for actual pecuniary	3402
loss, of the person or an individual for whom the person is a	3403
dependent;	3404

(d) A payment in compensation for loss of future earnings of	3405
the person or an individual of whom the person is or was a	3406
dependent, to the extent reasonably necessary for the support of	3407
the debtor and any of the debtor's dependents.	3408

(13) Except as provided in sections 3119.80, 3119.81,	3409
3121.02, 3121.03, and 3123.06 of the Revised Code, personal	3410
earnings of the person owed to the person for services in an	3411
amount equal to the greater of the following amounts:	3412

(a) If paid weekly, thirty times the current federal minimum	3413
hourly wage; if paid biweekly, sixty times the current federal	3414
minimum hourly wage; if paid semimonthly, sixty-five times the	3415
current federal minimum hourly wage; or if paid monthly, one	3416
hundred thirty times the current federal minimum hourly wage that	3417
is in effect at the time the earnings are payable, as prescribed	3418
by the "Fair Labor Standards Act of 1938," 52 Stat. 1060, 29	3419
U.S.C. 206(a)(1), as amended;	3420

(b) Seventy-five per cent of the disposable earnings owed to	3421
the person.	3422

(14) The person's right in specific partnership property, as	3423
exempted by division (B)(3) of section 1775.24 of the Revised Code	3424
or the person's rights in a partnership pursuant to section	3425
1776.50 of the Revised Code, except as otherwise set forth in	3426
section 1776.50 of the Revised Code;	3427

(15) A seal and official register of a notary public, as	3428
exempted by section 147.04 of the Revised Code;	3429

(16) The person's interest in a tuition unit or a payment	3430
under section 3334.09 of the Revised Code pursuant to a tuition	3431
payment contract, as exempted by section 3334.15 of the Revised	3432
Code;	3433

(17) Any other property that is specifically exempted from	3434
execution, attachment, garnishment, or sale by federal statutes	3435
other than the "Bankruptcy Reform Act of 1978," 92 Stat. 2549, 11	3436
U.S.C.A. 101, as amended;	3437

(18) The person's interest, not to exceed four hundred	3438
dollars, in any property, except that division (A)(18) of this	3439
section applies only in bankruptcy proceedings.	3440

(B) As used in this section:

3441

(1) "Disposable earnings" means net earnings after the	3442
garnishee has made deductions required by law, excluding the	3443
deductions ordered pursuant to section 3119.80, 3119.81, 3121.02,	3444
3121.03, or 3123.06 of the Revised Code.	3445

(2) "Insider" means:

3446

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

(b) If the person who claims an exemption is a corporation, a	3452
director or officer of the corporation; a person in control of the	3453
corporation; a partnership in which the corporation is a general	3454
partner; a general partner of the corporation; or a relative of a	3455
general partner, director, officer, or person in control of the	3456
corporation;	3457

(c) If the person who claims an exemption is a partnership, a	3458
general partner in the partnership; a general partner of the	3459
partnership; a person in control of the partnership; a partnership	3460
in which the partnership is a general partner; or a relative in, a	3461
general partner of, or a person in control of the partnership;	3462

(d) An entity or person to which or whom any of the following	3463
applies:	3464

(i) The entity directly or indirectly owns, controls, or	3465
holds with power to vote, twenty per cent or more of the	3466
outstanding voting securities of the person who claims an	3467
exemption, unless the entity holds the securities in a fiduciary	3468
or agency capacity without sole discretionary power to vote the	3469
securities or holds the securities solely to secure to debt and	3470
the entity has not in fact exercised the power to vote.	3471

(ii) The entity is a corporation, twenty per cent or more of	3472
whose outstanding voting securities are directly or indirectly	3473
owned, controlled, or held with power to vote, by the person who	3474
claims an exemption or by an entity to which division (B)(2)(d)(i)	3475
of this section applies.	3476

(iii) A person whose business is operated under a lease or	3477
operating agreement by the person who claims an exemption, or a	3478
person substantially all of whose business is operated under an	3479
operating agreement with the person who claims an exemption.	3480

(iv) The entity operates the business or all or substantially	3481
all of the property of the person who claims an exemption under a	3482
lease or operating agreement.	3483

(e) An insider, as otherwise defined in this section, of a	3484
person or entity to which division (B)(2)(d)(i), (ii), (iii), or	3485
(iv) of this section applies, as if the person or entity were a	3486
person who claims an exemption;	3487

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

3488

(3) "Participant account" has the same meaning as in section	3489
148.01 of the Revised Code.	3490

(4) "Government unit" has the same meaning as in section	3491
148.06 of the Revised Code.	3492

(C) For purposes of this section, "interest" shall be	3493
determined as follows:	3494

(1) In bankruptcy proceedings, as of the date a petition is	3495
filed with the bankruptcy court commencing a case under Title 11	3496
of the United States Code;	3497

(2) In all cases other than bankruptcy proceedings, as of the	3498
date of an appraisal, if necessary under section 2329.68 of the	3499
Revised Code, or the issuance of a writ of execution.	3500

An interest, as determined under division (C)(1) or (2) of	3501
this section, shall not include the amount of any lien otherwise	3502
valid pursuant to section 2329.661 of the Revised Code.	3503

Section 2. That existing sections 111.16, 1329.01, 1329.04,	3504
and 2329.66 of the Revised Code are hereby repealed.	3505