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Sub. H. B. No. 332 As Passed by the SenateAs Passed by the Senate
127th General Assembly | Regular Session | 2007-2008 |
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Cosponsors:
Representatives Combs, Webster, Seitz, Yates, Latta, McGregor, J., Hite, Stebelton, Oelslager, Coley, Hughes, Bacon, Barrett, Batchelder, Beatty, Blessing, Bolon, Book, Boyd, Brown, Budish, Chandler, Collier, DeBose, Distel, Dolan, Domenick, Evans, Fende, Fessler, Flowers, Foley, Garrison, Gerberry, Gibbs, Harwood, Huffman, Koziura, Letson, Luckie, Lundy, Mallory, McGregor, R., Mecklenborg, Okey, Patton, Sayre, Schindel, Setzer, Sykes, Szollosi, Ujvagi, Wolpert, Yuko, Zehringer
Senators Seitz, Faber, Goodman, Boccieri, Buehrer, Spada, Fedor, Grendell, Harris, Kearney, Morano, Niehaus, Padgett, Roberts, Schuler, Mason, Sawyer, Miller, R., Smith
A BILL
To amend sections 111.16, 150.05, 1322.03, 1329.01,
1329.02, 1329.04, 1701.05, 1702.05, 1703.04,
1705.05, 1782.02, 1782.20, 1782.60,
2329.66,
4715.22, 4749.03, 5810.11, and 5815.35, to enact
sections 1775.66, 1776.01 to
1776.08, 1776.10 to
1776.12, 1776.21 to 1776.24,
1776.31 to 1776.38,
1776.41 to 1776.58, 1776.61 to
1776.79, 1776.81
to 1776.89, 1776.91, 1776.92,
1776.95, 1776.96,
1777.07, 1779.12, 1782.64, and
2307.30, and to
repeal, effective January 1, 2010, sections
1775.01, 1775.02,
1775.03, 1775.04, 1775.05,
1775.06, 1775.07, 1775.08, 1775.09,
1775.10,
1775.11, 1775.12, 1775.13, 1775.14, 1775.15,
1775.16,
1775.17, 1775.18, 1775.19, 1775.20,
1775.21, 1775.22, 1775.23,
1775.24, 1775.25,
1775.26, 1775.27, 1775.28, 1775.29, 1775.30,
1775.31, 1775.32, 1775.33, 1775.34, 1775.35,
1775.36, 1775.37,
1775.38, 1775.39, 1775.40,
1775.41, 1775.42, 1775.45, 1775.46,
1775.47,
1775.48, 1775.49, 1775.50, 1775.51, 1775.52,
1775.53,
1775.54, 1775.55, 1775.56, 1775.61,
1775.62, 1775.63, 1775.64,
1775.65, 1777.01,
1777.02, 1777.03, 1777.04, 1777.05, 1777.06,
1779.01, 1779.02, 1779.03, 1779.04, 1779.05,
1779.06, 1779.07,
1779.08, 1779.09, 1779.10, and
1779.11 of the Revised Code to adopt the Revised
Uniform Partnership Act to be known as the "Ohio
Uniform Partnership Act (1997)," to establish that
on and after January 1, 2009, the act governs new
partnerships and partnerships that elect to be
governed by the act, to establish that effective
January 1, 2010, the act governs all partnerships
in Ohio, and to establish that effective January
1, 2010, the existing Ohio Partnership Law no
longer governs partnerships.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 111.16, 150.05, 1322.03, 1329.01,
1329.02, 1329.04,
1701.05, 1702.05, 1703.04, 1705.05, 1782.02,
1782.20, 1782.60, 2329.66, 4715.22, 4749.03, 5810.11, and 5815.35
be amended and sections 1775.66, 1776.01, 1776.02,
1776.03,
1776.04, 1776.05, 1776.06, 1776.07, 1776.08, 1776.10,
1776.11,
1776.12, 1776.21, 1776.22, 1776.23, 1776.24, 1776.31,
1776.32,
1776.33, 1776.34, 1776.35, 1776.36, 1776.37, 1776.38,
1776.41,
1776.42, 1776.43, 1776.44, 1776.45, 1776.46, 1776.47,
1776.48,
1776.49, 1776.50, 1776.51, 1776.52, 1776.53, 1776.54,
1776.55,
1776.56, 1776.57, 1776.58, 1776.61, 1776.62, 1776.63,
1776.64,
1776.65, 1776.66, 1776.67, 1776.68, 1776.69, 1776.70,
1776.71,
1776.72, 1776.73, 1776.74, 1776.75, 1776.76, 1776.77,
1776.78,
1776.79, 1776.81, 1776.82, 1776.83, 1776.84, 1776.85,
1776.86,
1776.87, 1776.88, 1776.89, 1776.91, 1776.92,
1776.95,
1776.96,
1777.07, 1779.12, 1782.64, and 2307.30 of the
Revised
Code be
enacted to read as follows:
Sec. 111.16. The secretary of state shall charge and
collect, for the benefit of the state, the following fees:
(A) For filing and recording articles of incorporation of a
domestic
corporation, including designation of agent:
(1) Wherein the corporation shall not be authorized to
issue
any shares of capital stock,
one hundred twenty-five dollars;
(2) Wherein the corporation shall be authorized to issue
shares of capital stock, with or without par value:
(a) Ten cents for each share authorized up to and
including
one thousand shares;
(b) Five cents for each share authorized in excess of one
thousand shares up to and including ten thousand shares;
(c) Two cents for each share authorized in excess of ten
thousand shares up to and including fifty thousand shares;
(d) One cent for each share authorized in excess of fifty
thousand shares up to and including one hundred thousand shares;
(e) One-half cent for each share authorized in excess of
one
hundred thousand shares up to and including five hundred
thousand
shares;
(f) One-quarter cent for each share authorized in excess
of
five hundred thousand shares; provided no fee shall be less
than
one hundred twenty-five dollars or greater than one
hundred
thousand dollars.
(B) For filing and recording a certificate of amendment to
or
amended articles of incorporation of a domestic corporation, or
for filing and recording a certificate of reorganization, a
certificate of dissolution, or an amendment to a foreign license
application:
(1) If the domestic corporation is not authorized to issue
any
shares of capital stock,
fifty dollars;
(2) If the domestic corporation is authorized to issue
shares
of
capital stock,
fifty dollars, and in case of
any
increase
in
the number of shares authorized to be issued, a
further sum
computed in accordance with the schedule set forth in
division
(A)(2) of this section less a credit computed in the same
manner
for the number of shares previously authorized to be issued
by
the
corporation; provided no fee under division (B)(2) of
this
section
shall be greater than one hundred thousand dollars;
(3) If the foreign corporation is not authorized to issue
any
shares of capital stock, fifty dollars;
(4) If the foreign corporation is authorized to issue shares
of capital
stock, fifty dollars.
(C) For filing and recording articles of incorporation of
a
savings and loan association, one hundred
twenty-five dollars;
and
for filing
and recording a certificate of amendment to or amended
articles
of incorporation
of a savings and loan
association,
fifty
dollars;
(D) For filing and recording a certificate of conversion,
including a designation of agent, a certificate of merger, or
a
certificate of consolidation,
one hundred twenty-five dollars and,
in the
case
of any new
corporation resulting from a consolidation
or any
surviving
corporation that has an increased number of
shares
authorized to
be issued resulting from a merger, an
additional sum
computed in
accordance with the schedule set forth
in division
(A)(2) of this
section less a credit computed in the
same manner
for the number
of shares previously authorized to be
issued or
represented in
this state by each of the corporations
for which a
consolidation
or merger is effected by the
certificate;
(E) For filing and recording articles of incorporation of
a
credit union or the American credit union guaranty association,
one hundred twenty-five dollars, and for filing and
recording a
certificate
of increase in capital stock or any other
amendment of
the
articles of incorporation of a credit union or
the
association,
fifty dollars;
(F) For filing and recording articles of organization of a
limited liability company, for filing and recording an
application
to become a registered foreign limited liability
company, for
filing and recording a
registration application to
become a
domestic limited
liability partnership,
or
for filing and
recording an application to become a registered foreign limited
liability
partnership,
one hundred twenty-five
dollars;
(G) For filing and recording a certificate of limited
partnership or an application for registration as a foreign
limited partnership, or for filing an initial statement of
partnership authority pursuant to section 1776.33 of the Revised
Code, one hundred twenty-five dollars.
(H) For filing a copy of papers evidencing the
incorporation
of a municipal corporation or of annexation of
territory by a
municipal corporation, five dollars, to be paid by
the
municipal
corporation, the petitioners therefor, or their agent;
(I) For filing and recording any of the following:
(1) A license to transact business in this state by a
foreign
corporation for profit pursuant to section 1703.04 of the
Revised
Code
or a foreign nonprofit corporation pursuant to
section
1703.27 of the Revised Code, one hundred
twenty-five
dollars;
(2)
A biennial report
or
biennial statement
pursuant to
section
1775.63, 1776.83,
or 1785.06 of the Revised Code,
twenty-five
dollars;
(3)
Except as otherwise provided in this section or any
other
section of the Revised Code, any other certificate or paper
that
is required to be
filed and recorded or is permitted
to be
filed
and recorded
by any
provision of the Revised Code with the
secretary of state,
twenty-five dollars.
(J) For filing any certificate or paper not required to be
recorded, five dollars;
(K)(1) For making copies of any certificate or other paper
filed in the office of the secretary of state,
a
fee not
to
exceed
one dollar per page,
except as otherwise
provided in the
Revised
Code,
and for creating and affixing the
seal of the
office
of the
secretary of state to any good standing
or other
certificate,
five
dollars. For copies
of certificates or papers
required by state
officers for official
purpose, no charge shall
be made.
(2) For creating and affixing the seal of the office of the
secretary of state to the certificates described in division (E)
of section 1701.81, division (E) of section 1701.811, division (E)
of section 1705.38, division (E) of section 1705.381, division
(D)
of section 1702.43, division (E) of section 1775.47, division (E)
of section 1775.55, division (E) of section 1776.70, division (E)
of section 1776.74, division (E)
of section 1782.433, or division
(E) of section 1782.4310 of the
Revised Code, twenty-five
dollars.
(L) For a minister's license to solemnize marriages, ten
dollars;
(M) For examining documents to be filed at a later date
for
the purpose of advising as to the acceptability of the
proposed
filing,
fifty dollars;
(N)
Fifty dollars for filing and recording
any of the
following:
(1) A certificate of dissolution and accompanying documents,
or a certificate of cancellation, under section 1701.86, 1702.47,
1705.43, 1776.65, or 1782.10 of the Revised Code;
(2) A notice of dissolution of a foreign licensed
corporation
or a certificate of surrender of license by a foreign
licensed
corporation under section 1703.17 of the Revised Code;
(3) The withdrawal of registration of a foreign or domestic
limited liability partnership under section 1775.61 or, 1775.64,
1776.81, or 1776.86 of
the Revised Code, or the certificate of
cancellation of
registration of a foreign limited liability
company under section
1705.57 of the Revised Code;
(4) The filing of a statement of denial under section 1776.34
of the Revised Code, a statement of dissociation under section
1776.57 of the Revised Code, a statement of disclaimer of general
partner status under Chapter 1782. of the Revised Code, or a
cancellation of disclaimer of general
partner status under Chapter
1782. of the Revised Code.
(O)
For filing a statement of continued existence by a
nonprofit corporation, twenty-five dollars;
(P) For filing a restatement under section 1705.08 or
1782.09
of the Revised Code, an amendment to a certificate of
cancellation
under section 1782.10 of the Revised Code, an
amendment under
section 1705.08 or 1782.09 of the Revised Code, or
a correction
under section 1705.55, 1775.61, 1775.64, 1776.12, or 1782.52
of
the Revised Code, fifty dollars;
(Q) For filing for reinstatement of an entity cancelled by
operation of law, by the secretary of state, by order of the
department of taxation, or by order of a court, twenty-five
dollars;
(R) For filing a change of agent, resignation of agent, or
change of agent's address under section 1701.07, 1702.06,
1703.041, 1703.27, 1705.06, 1705.55, 1746.04, 1747.03, or 1782.04
of the Revised Code, twenty-five dollars;
(S) For filing and recording any of the following:
(1) An application for the exclusive right to use a name or
an application to reserve a name for future use under section
1701.05, 1702.05, 1703.31, 1705.05, or 1746.06 of the Revised
Code, fifty dollars;
(2) A trade name or fictitious name registration or report,
fifty dollars;
(3) An application to renew any item covered by division
(S)(1) or (2) of this section that is permitted to be renewed,
twenty-five dollars;
(4) An assignment of rights for use of a name covered by
division (S)(1), (2), or (3) of this section, the cancellation of
a name registration or name reservation that is so covered, or
notice of a change of address of the registrant of a name that is
so covered, twenty-five dollars.
(T) For filing and recording a report to operate a business
trust or a real estate investment trust, either foreign or
domestic,
one hundred twenty-five dollars; and for filing and
recording an
amendment to a report or associated trust instrument,
or a
surrender
of authority, to operate a business trust or real
estate
investment
trust, fifty dollars;
(U)(1) For filing and recording the registration of a
trademark, service mark, or mark of ownership, one hundred
twenty-five dollars;
(2) For filing and recording the change of address of a
registrant, the assignment of rights to a registration, a renewal
of a registration, or the cancellation of a registration
associated with a trademark, service mark, or mark of ownership,
twenty-five dollars.
(V) For filing a service of process with the secretary of
state, five dollars, except as otherwise provided in any section
of the Revised Code.
Fees specified in this section may be paid by
cash, check, or
money order, by credit
card in accordance with section
113.40 of
the Revised Code, or by an alternative payment program
in
accordance with division (B) of section 111.18 of the
Revised
Code. Any credit card number or
the expiration date of
any credit
card is not subject to
disclosure under
Chapter 149. of
the
Revised Code.
Sec. 150.05. (A)
The
authority shall
select, as program
administrators, not more than two private,
for-profit
investment
funds to
acquire loans for the program fund and to invest money in
the program fund as prescribed
in the investment
policy
established or modified by the authority
in accordance with
sections 150.03
and 150.04 of the Revised
Code. To be eligible
for
selection, an investment fund must be incorporated or
organized
under
Chapter
1701.,
1705., 1775., 1776., 1782., or 1783. of
the
Revised
Code, must have an established business presence in
this
state, and must be capitalized in accordance with any state
and
federal laws applicable to the issuance or sale of securities.
The authority shall select program administrators only
after
soliciting and evaluating requests for proposals as
prescribed in
this section. The authority shall publish a notice
of a request
for proposals in newspapers of general circulation in
this state
once each week for two consecutive weeks before a date
specified
by the authority as the date on which it will begin
accepting
proposals. The notices shall contain a general
description of the
subject of the proposed agreement and the
location where the
request for proposals may be obtained. The
request for proposals
shall include all the following:
(1) Instructions and information to respondents concerning
the submission of proposals, including the name and address of the
office where proposals are to be submitted;
(2) Instructions regarding the manner in which respondents
may communicate with the authority, including the names, titles,
and telephone numbers of the individuals to whom such
communications shall be directed;
(3) Description of the performance criteria that will be
used
to evaluate whether a respondent selected by the authority is
satisfying the authority's investment policy;
(4) Description of the factors and criteria to be considered
in evaluating respondents' proposals, the relative importance of
each factor or criterion, and description of the authority's
evaluation procedure;
(5) Description of any documents that may be incorporated by
reference into the
request for proposals, provided that the
request specifies where
such documents may be obtained and such
documents are readily
available to all interested parties.
After the date specified for receiving proposals, the
authority shall evaluate submitted proposals. The authority may
discuss a respondent's proposal with that respondent to clarify or
revise a
proposal or the terms of the agreement.
The authority shall choose for review proposals from at least
three respondents the authority considers qualified to operate the
program in the best interests of the investment policy
adopted by
the authority. If three or fewer proposals are
submitted, the
authority shall review each proposal. The
authority may cancel a
request for proposals at any time before
entering into an
agreement with a respondent. The authority
shall
provide
respondents fair and equal opportunity for such
discussions. The
authority may terminate discussions with any
respondent upon
written notice to the respondent.
(B) After reviewing the chosen proposals, the authority may
select not more than two such respondents and enter into a written
agreement with each of the selected respondents, provided that at
no time shall there be agreements with more than two persons.
The
agreement shall do all of the following:
(1)
Specify that borrowing and investing by the program
administrator will be budgeted to guarantee that no tax credits
will be granted during the first four years of the Ohio venture
capital program, and will be structured to ensure that payments of
principal, interest, or interest equivalent due in any fiscal
year, when added to such payments due from any other program
administrator, does not exceed twenty million dollars;
(2) Require investment by the program
administrator or the
fund manager employed by the program
administrator to be in
compliance with
the investment policy
established or modified in
accordance with
sections 150.03 and 150.04 of the
Revised
Code
that is in effect
at the time the investment
is made,
and prohibit
the program administrator or fund manager from engaging in
any
investment activities other than activities
to
carry
out
that
policy;
(3)
Require periodic
financial reporting by the
program
administrator to the authority, which
reporting shall
include an
annual audit by an independent
auditor and such other
financial
reporting as is specified in
the agreement or otherwise
required
by the authority for the
purpose of ensuring that the
program
administrator
is carrying out the
investment
policy;
(4)
Specify any like
standards or general
limitations in
addition to or
in furtherance of investment standards or
limitations that apply pursuant to
division
(H)
of section 150.03
of the
Revised
Code;
(5)
Require the program administrator to apply program fund
revenue first to the payment of principal borrowed by the program
administrator for investment under the program, then to interest
related to that principal, and then to amounts necessary to cover
the program administrator's pro rata share required under division
(B)(9) of this section; and require the program administrator to
pay the authority not less than ninety per cent of the amount by
which program fund revenue attributable to investments under the
program administrator's investment authority exceeds amounts so
applied;
(6)
Specify the
procedures by which the program
administrator
shall certify
immediately to the authority the
necessity for
the
authority to issue tax
credit certificates
pursuant to contracts
entered into under section 150.07
of the
Revised
Code;
(7)
Specify any general
limitations regarding the
employment
of a fund manager by the
program administrator, in
addition to
an
express limitation that the fund
manager be a
person with
demonstrated, substantial, successful
experience in
the design and
management of seed
and venture
capital investment
programs and in
capital
formation. The fund manager may be, but
need not be, an
equity owner or affiliate of the program
administrator.
(8)
Specify the terms and
conditions under which
the
authority or the program administrator may
terminate the
agreement, including in the circumstance that the program
administrator or fund manager violates the investment
policy;
(9)
Require the program administrator or fund manager
employed by the program administrator to provide
capital
in the
form of a loan equal to one per cent of the
amount of
outstanding
loans by lenders to the program fund. The loan from the program
administrator or fund manager shall be on the same terms and
conditions as loans from other lenders, except that the loan from
the program administrator or fund manager shall not be secured by
the Ohio venture capital fund or tax credits available to other
lenders under division (B) of section 150.04 of the Revised Code.
Such
capital shall be placed at the same risk as the
proceeds from
such
loans. The program administrator shall receive
a pro rata
share
of the net income, including net loss, from the
investment
of
money from the program fund, but is not
entitled to the
security
against losses provided under section
150.04 of the
Revised Code.
Sec. 1322.03. (A) An application for a certificate of
registration as a mortgage broker shall be in writing, under
oath,
and in the form prescribed by the superintendent of
financial
institutions. The application shall
be accompanied by
a
nonrefundable application fee of three hundred fifty dollars for
each
location
of an office to be maintained by the applicant in
accordance with
division (A) of section 1322.02 of the Revised
Code; however, an applicant that is registered under sections
1321.51 to 1321.60 of the Revised Code shall not be required to
pay an application fee. The application shall
provide all
of the
following:
(1) The location or locations where the business is to be
transacted
and whether any location is a residence. If any
location
where the business is to be transacted is a residence,
the
application shall be accompanied by a certified copy of a
zoning
permit authorizing the use of the residence for commercial
purposes, or shall be accompanied by a written opinion or other
document issued by the county or political subdivision where the
residence is located certifying that the use of the residence to
transact business as a mortgage broker is not prohibited by the
county or political subdivision. The application also
shall be
accompanied by a photograph of
each location at which the business
will be transacted.
(2)(a) In the case of a sole proprietor, the name and
address
of the sole
proprietor;
(b) In the case of a partnership, the name and
address of
each partner;
(c) In the case of a corporation, the name and
address of
each shareholder owning five per cent or more of the
corporation;
(d) In the case of any other entity, the name
and address of
any person that owns five per cent or more of the
entity that will
transact business as a mortgage broker.
(3) If the applicant is a partnership,
corporation, limited
liability
company, or any other
business entity
or association,
the
applicant
shall designate
an employee or owner of the
applicant as the applicant's operations
manager. While
acting as
the operations manager, the employee or owner shall not
be
employed by any other mortgage broker.
(4) Evidence that
the sole proprietor or
the person
designated on
the application pursuant to division (A)(3) of this
section, as
applicable, possesses at
least three years of
experience in
the
mortgage and
lending field, which experience may
include
employment with or as a mortgage
broker or with a
financial
institution, mortgage lending institution, or other
lending
institution, or possesses at least three years of other
experience
related specifically to the business of mortgage loans
that the
superintendent determines meets the requirements of
division
(A)(4) of this section;
(5) On or after January 1, 2007, evidence that the sole
proprietor or the person designated on the application pursuant to
division (A)(3) of this section has successfully completed either
of the following:
(a) At least twenty-four hours of live classroom instruction
in a course or program of study approved by the superintendent
that consists of at least all of the following:
(i) Four hours of instruction concerning state and federal
mortgage lending laws, which shall include no less than two hours
on this chapter;
(ii) Four hours of instruction concerning the Ohio consumer
sales practices act, Chapter 1345. of the Revised Code, as it
applies to registrants and licensees;
(iii) Four hours of instruction concerning the loan
application process;
(iv) Two hours of instruction concerning the underwriting
process;
(v) Two hours of instruction concerning the secondary market
for mortgage loans;
(vi) Four hours of instruction concerning the loan closing
process;
(vii) Two hours of instruction covering basic mortgage
financing concepts and terms;
(viii) Two hours of instruction concerning the ethical
responsibilities of a registrant, including with respect to
confidentiality, consumer counseling, and the duties and standards
of care created in section 1322.081 of the Revised Code.
(b) Other post-secondary education related specifically to
the business of mortgage loans that the superintendent determines
meets the requirements of division (A)(5)(a) of this section.
Division (A)(5) of this section does not apply to any
applicant who has an application on file with the division of
financial institutions prior to January 1, 2007.
The evidence submitted by the applicant pursuant to division
(A)(5) of this section may be in the form of transcripts or a
statement indicating that the applicant has, and will maintain,
transcripts at the applicant's place of business for a period of
five years for inspection by the superintendent at the
superintendent's request.
(6) Evidence of compliance with the surety bond
requirements
of section 1322.05 of the Revised Code and with sections 1322.01
to 1322.12 of the Revised Code;
(7) In the case of a foreign
business entity,
evidence that
it
maintains a license
or registration pursuant to
Chapter 1703.,
1705., 1775., 1776., 1777., 1782., or 1783. of the Revised
Code
to
transact business in this state;
(8) A statement
as to whether the applicant
or, to the
best
of the applicant's knowledge, any
shareholder, member,
partner,
operations manager, or
employee of the applicant has
been
convicted
of
or pleaded
guilty to
any criminal offense
involving
theft, receiving stolen
property, embezzlement,
forgery, fraud,
passing bad checks, money
laundering, or drug
trafficking, or any
criminal offense involving
money or
securities;
(9)
A statement as to whether the applicant or, to the best
of the applicant's knowledge, any
shareholder, member, partner,
operations manager, or
employee of the applicant has been subject
to any adverse judgment
for conversion, embezzlement,
misappropriation of funds, fraud,
misfeasance or malfeasance, or
breach of fiduciary duty;
(10) Evidence that the applicant's operations manager has
successfully completed the examination required under division (A)
of section 1322.051 of the Revised Code;
(11) Any further information that the superintendent
requires.
(B) Upon the filing of the application and payment of the
application fee, the superintendent of financial institutions
shall investigate the
applicant as set forth in division (B) of
this section.
(1) The superintendent shall request the superintendent of
the bureau of criminal identification and investigation, or a
vendor approved by the bureau, to conduct a criminal records
check
based on the applicant's fingerprints in accordance with division
(A)(11) of section 109.572 of the Revised Code. Notwithstanding
division (K) of section 121.08 of the Revised Code, the
superintendent of financial institutions shall request that
criminal record information from the federal bureau of
investigation be obtained as part of the criminal records check.
Any fee required under division (C)(3) of section 109.572 of the
Revised Code shall be paid by the applicant.
(2) The superintendent shall conduct a civil
records check.
(3) If, in order to issue a certificate of
registration
to
an
applicant, additional investigation by the
superintendent
outside
this
state is necessary, the superintendent may require
the
applicant
to advance sufficient funds to pay the actual
expenses
of the
investigation, if it appears that these expenses
will
exceed three
hundred
fifty dollars. The superintendent shall
provide the
applicant
with an itemized statement of the actual
expenses that
the
applicant is required to pay.
(C) The superintendent shall pay all funds advanced and
application and renewal fees
and
penalties the superintendent
receives pursuant to this section and
section
1322.04
of
the
Revised Code to the
treasurer of state to the credit of the
consumer
finance fund
created in section 1321.21 of the Revised
Code.
(D)
If an application for a certificate of registration
does
not contain all of the information required under division
(A) of
this section, and if that information is not submitted to
the
superintendent within ninety days after the superintendent
requests the information in writing, the superintendent may
consider the application withdrawn.
(E) A certificate of registration and the authority granted
under that certificate is not transferable or assignable and
cannot be franchised by contract or any other means.
(F) The registration requirements of this chapter apply to
any person acting as a mortgage broker, and no person is exempt
from the requirements of this chapter on the basis of prior work
or employment as a mortgage broker.
Sec. 1329.01. (A) As used in sections 1329.01 to 1329.10
of
the Revised Code:
(1)
"Trade name" means a name used in business or trade to
designate the business of the user and to which the user asserts
a
right to exclusive use.
(2)
"Fictitious name" means a name used in business or
trade
that is fictitious and that the user has not registered or
is not
entitled to register as a trade name. It does not include the
name
of record of any
domestic corporation that is formed under
Chapter
1701. or 1702. of the
Revised Code, any foreign
corporation
that
is registered pursuant to Chapter 1703. of the
Revised Code, any
domestic or foreign
limited liability company
that is formed under
or registered pursuant to
Chapter 1705. of
the Revised Code, any
domestic or foreign limited partnership that
is
formed under or
registered pursuant to Chapter 1782. of the
Revised
Code, or any
domestic or foreign limited
liability
partnership
that is formed
under or registered pursuant to Chapter
1775. or 1776. of the
Revised Code.
(3)
"Person" includes any individual, general partnership,
limited partnership, limited liability partnership, corporation,
association, professional association,
limited liability company,
society,
foundation, federation, or organization formed under the
laws of this state or
any other state.
(B) Subject to sections 1329.01 to 1329.10 of the Revised
Code, any person may register with the secretary of state, on a
form prescribed by the secretary of state, any trade name
under
which the person is
operating, setting forth all of the following:
(1) The name and business address of the applicant for
registration and any of the following that is applicable:
(a) If the applicant is a general
partnership, the names name
and
residence addresses address of all of the
partners at least
one partner or the identifying number the secretary of state
assigns to the partnership pursuant to section 1776.05 of the
Revised Code;
(b) If the applicant is a limited partnership existing prior
to
July 1, 1994, that has not registered with the secretary of
state
pursuant to Chapter 1782. of the Revised Code, the name of
the Ohio
county
in which its certificate of limited partnership or
application for
registration as a foreign limited partnership is
filed;
(c) If the applicant is a limited partnership to which
division
(B)(1)(b) of this section does not apply or is, a
corporation, professional association, limited
liability company,
or other entity, the form of the entity and the state under
the
laws of which it was formed.
(2) The trade name to be registered;
(3) The general nature of the business conducted by the
applicant;
(4) The length of time during which the trade name has
been
used by the applicant in business operations in this
state.
(C) The trade name application shall be signed by the
applicant or by
any authorized representative of the
applicant.
A single trade name may be registered upon each trade name
application
submitted under sections 1329.01 to 1329.10 of the
Revised Code.
The trade name application shall be accompanied by a filing
fee of
fifty dollars, payable to the secretary of state.
(D) Any person who does business under a fictitious name
and
who has not registered and does not wish to register the
fictitious name as a trade name or who cannot do so because the
name is not available for registration shall report the use of
the
fictitious name to the secretary of state, on a
form
prescribed by
the secretary of state,
setting forth all of the following:
(1) The name and business address of the user and
any of the
following that is applicable:
(a) If the user is a general partnership, the names name and
residence addresses address of all the partners at least one
partner or the identifying number the secretary of state assigns
to the partnership pursuant to section 1775.105 of the Revised
Code;
(b) If the user is a
limited partnership existing prior to
July 1, 1994,
that has
not been registered with the secretary of
state pursuant to Chapter
1782. of the Revised Code, the name of
the Ohio county in which its certificate of
limited partnership or
application for registration as a foreign limited
partnership is
filed;
(c) If the user is a limited partnership to which division
(D)(1)(b) of this section does not apply or is, a
corporation,
professional association, limited liability company, or other
entity, the form of the entity and the state under whose laws it
was formed.
(2) The fictitious name being used;
(3) The general nature of the business conducted by the
user.
(E) The report of use of a fictitious name shall be signed
by
the
user or by any authorized representative of the user.
A single fictitious name may be registered upon each
fictitious name report
submitted under sections 1329.01 to 1329.10
of the Revised Code.
The fictitious name report shall be accompanied by a filing
fee of
fifty
dollars, payable to the secretary of state.
A report under this division shall be made within thirty days
after the date
of the first use of the fictitious name.
Sec. 1329.02. (A) The secretary of state shall not file
an
application for the registration of any trade name if the
application indicates or implies that the trade name is connected
with a government agency of this state, another state, or the
United States and the trade name is not so connected or if the
application indicates or implies that the applicant is
incorporated and the application is not incorporated.
Additionally, the secretary of state shall not file an
application
for the registration of any trade name if it is not
distinguishable upon the records in the office of the secretary
of
state from any other trade name previously registered under
sections 1329.01 to 1329.03 of the Revised Code, any corporate
name, whether nonprofit or for profit and whether that of a
domestic corporation or of a foreign corporation
authorized to do
business in this state, the name of any limited liability company
registered in the office of the secretary of state pursuant to
Chapter 1705. of the Revised Code, whether domestic or foreign,
the name of any
limited liability partnership registered
in the
office of the secretary of state pursuant to
Chapter 1775. or
1776. of the
Revised Code, whether domestic
or foreign, the name
of any limited
partnership registered in the
office of the
secretary of state
pursuant to
Chapter 1782. of the Revised Code,
whether domestic
or
foreign, or any trademark, or service mark
previously filed and
recorded in the office of the secretary of
state and not
abandoned, unless the written consent of the
corporation, limited
liability company, limited liability
partnership, or limited
partnership, or the person to whom is
registered the exclusive
right to use the trade name is filed in
accordance
with division
(C) of section 1701.05 of the Revised
Code with the application
or
the written consent of the former
registrant of the trademark
or
service mark is filed with the
application. The application for
the
registration of a trade name
and the consent form shall be on
a form
prescribed by the
secretary of
state.
(B) The secretary of state shall determine for purposes of
this section whether a name is distinguishable from another name
in a manner consistent with the provisions of division (B) of
section 1701.05 of the Revised Code.
Sec. 1329.04. Registration of a trade name or report of a
fictitious name, under sections 1329.01 to 1329.10 of the Revised
Code, shall be effective for a term of five years from the date
of
registration or report. Upon application filed within six
months
prior to the expiration of such term, on a form furnished
by the
secretary of state, the registration or report may be
renewed at
the end of each five-year period for a like term,
provided that a
general partnership shall renew its registration
or report
whenever there has been a change in the listing of
partners any
partner named on its
registration or report and a limited
partnership
shall renew its
registration or report when a change
occurs in
the listing of its
general partners on its registration
or
report ceases to be a partner. Such a renewal
shall extend the
registration or report
for five years, unless
further changes
occur in the interim.
The
renewal fee
specified
in division (S)(3)
of
section 111.16 of the Revised
Code, payable
to the secretary of
state,
shall accompany the
application for
renewal of the
registration
or report.
The secretary of state shall notify persons who have
registered trade names or reported fictitious names, within the
six months next preceding the expiration of the five years from
the date of registration or report, of the necessity of renewal
by
writing to the last known address of such persons.
Sec. 1701.05. (A) Except as provided in this section, and
in
sections 1701.75, 1701.78, and 1701.82 of the Revised Code,
which
sections relate to the reorganization, merger, and
consolidation
of corporations, the corporate name of a domestic
corporation
shall comply with all of the following:
(1) It shall end with or include the word or abbreviation
"company,"
"co.,"
"corporation,"
"corp.,"
"incorporated," or
"inc."
(2) It shall be distinguishable upon the records in the
office of the secretary of state from all of the following:
(a) The name of any other
corporation, whether nonprofit or
for profit and whether that of
a domestic or of a foreign
corporation authorized to do business
in this state;
(b) The name of any limited liability company registered in
the office of the secretary of state pursuant to Chapter 1705. of
the Revised Code,
whether domestic or foreign;
(c) The name of any limited liability
partnership registered
in the office of the secretary of state
pursuant to Chapter 1775.
or 1776.
of
the Revised Code, whether domestic or
foreign;
(d) The name of any limited
partnership registered in the
office of the secretary of state
pursuant to Chapter 1782. of
the
Revised Code, whether domestic or
foreign;
(e) Any trade name the exclusive right to
which is at the
time in question registered in the office of the
secretary of
state pursuant to Chapter 1329. of the Revised Code.
(3) It shall not contain any language that indicates or
implies that the corporation is connected with a government
agency
of this state, another state, or the United States.
(B) The secretary of state shall determine for purposes of
this section whether a name is
"distinguishable" from another
name
upon the secretary of state's records. Without
excluding other
names that may
not constitute distinguishable names in this state,
a name is not
considered distinguishable from another name for
purposes of this
section solely because it differs from the other
name in only one
or more of the following manners:
(1) The use of the word
"corporation,"
"company,"
"incorporated,"
"limited," or any abbreviation of any of
those
words;
(2) The use of any article, conjunction, contraction,
abbreviation, or punctuation;
(3) The use of a different tense or number of the same
word.
(C) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
secretary of state's records from the name of any other
corporation, limited liability company, limited liability
partnership, or limited partnership, or from a registered trade
name, if there also is
filed in the office of the secretary of
state, on a form prescribed
by the secretary of state, the consent
of the
other entity or, in the case of a registered trade
name,
the person in whose name is registered the
exclusive right to use
the name,
which consent is evidenced in a writing signed by any
authorized officer or any
authorized
representative of the other
entity or person.
(D) In case of judicial sale or judicial transfer, by sale
or
transfer of good will or otherwise, of the right to use the
name
of a corporation, whether nonprofit or for profit, and
whether
that of a domestic corporation or of a foreign
corporation
authorized to exercise its corporate privileges in
this state or
to do business in this state, the secretary of
state, at the
instance of the purchaser or transferee of such
right, shall
accept for filing articles of a corporation with a
name the same
as or similar to the name of such other
corporation, if there also
is filed in the office of the
secretary of state a certified copy
of the decree or order of
court confirming or otherwise evidencing
the purchase or
transfer.
(E) Any person who wishes to reserve a name for a proposed
new corporation, or any corporation intending to change its name,
may submit to the secretary of state a written application, on a
form prescribed by the secretary of state, for the exclusive right
to use a specified name as the name of a
corporation. If the
secretary of state finds that, under this
section, the specified
name is available for such use, the
secretary of state shall file
the application and, from the
date of the filing, the
applicant
shall have the exclusive right for
one hundred eighty days
to use
the specified
name as the name of a corporation, counting
the date
of such
filing as the first
of
one hundred eighty
days. The
right
so obtained may be
transferred by the
applicant
or other
holder
thereof by the filing
in the office of
the
secretary of
state of a
written transfer, on
a form prescribed
by
the secretary
of state,
stating the name and
address of the
transferee.
Sec. 1702.05. (A) Except as provided in this section and
in
sections 1702.41 and 1702.45 of the Revised Code, the
secretary of
state shall not accept for filing in the secretary
of state's
office any
articles if the corporate name set forth in the
articles is
not distinguishable upon the secretary of state's
records from
any of the following:
(1) The name of any other corporation, whether a nonprofit
corporation or a business corporation and
whether that of a
domestic or of a foreign corporation
authorized to do business in
this state;
(2) The name of any limited liability company registered in
the office of
the secretary of state pursuant to Chapter 1705. of
the Revised Code, whether
domestic or foreign;
(3) The name of any limited liability partnership
registered
in the office of the secretary of state pursuant to
Chapter 1775.
or 1776.
of the
Revised Code, whether domestic or
foreign;
(4) The name of any limited partnership registered in the
office of the secretary of state pursuant to
Chapter 1782. of the
Revised Code, whether domestic or
foreign;
(5) Any trade name,
the exclusive right to which is at the
time in question
registered in the office of the secretary of
state pursuant to
Chapter 1329. of the Revised Code.
(B) The secretary of state shall determine for purposes of
this section whether a name is
"distinguishable" from another
name
upon the secretary of state's records. Without
excluding other
names that may
not constitute distinguishable names in this state,
a name is not
considered distinguishable from another name for
purposes of this
section solely because it differs from the other
name in only one
or more of the following manners:
(1) The use of the word
"corporation,"
"company,"
"incorporated,"
"limited," or any abbreviation of any of
those
words;
(2) The use of any article, conjunction, contraction,
abbreviation, or punctuation;
(3) The use of a different tense or number of the same
word.
(C) A corporation may apply to the secretary of state for
authorization to use a name that is not distinguishable upon the
secretary of state's records from the name of any other
corporation, any limited liability company, limited liability
partnership, or limited partnership, or from a registered
trade
name, if there also is
filed in the office of the secretary of
state, on a form prescribed
by the secretary of state, the consent
of the
other entity, or, in the case of a registered
trade name,
the
person in whose name is registered the exclusive right
to use
the name, which consent is evidenced in a writing signed by any
authorized officer or authorized
representative of the other
entity or person.
(D) In case of judicial sale or judicial transfer, by sale
or
transfer of good will or otherwise, of the right to use the
name
of a nonprofit corporation or business corporation,
whether
that
of a domestic corporation or of a foreign
corporation
authorized
to exercise its corporate privileges in
this state or
to do
business in this state, the secretary of
state, at the
instance of
the purchaser or transferee of such
right, shall
accept for filing
articles of a corporation with a
name the same
as or similar to
the name of such other
corporation, if there also
is filed in the
office of the
secretary of state a certified copy
of the decree or
order of
court confirming or otherwise evidencing
the purchase or
transfer.
(E) Any person who wishes to reserve a name for a proposed
new corporation, or any corporation intending to change its name,
may submit to the secretary of state a written application, on a
form prescribed by the secretary of state, for the exclusive right
to use a specified name as the name of a
corporation. If the
secretary of state finds that, under this
section, the specified
name is available for such use, the
secretary of state shall
file
such application, and, from
the date of such filing, such
applicant shall have
the
exclusive right for
one hundred
eighty
days to use the
specified name as the
name of a
corporation,
counting the date of
such
filing as
the first of the
one hundred
eighty days. The right so obtained
may be
transferred by the
applicant or other holder of the right
by the
filing in the office
of the secretary of state of a written
transfer, on a form
prescribed by the secretary of state,
stating
the name and address
of the transferee.
Sec. 1703.04. (A) To procure a license to transact
business
in this state, a foreign corporation for profit shall
file with
the secretary of state a certificate of good standing
or
subsistence, dated not earlier than ninety days prior
to the
filing of the application, under the seal of the secretary of
state, or other proper official, of the state under the laws of
which said corporation was incorporated, setting forth:
(1) The exact corporate title;
(2) The date of incorporation;
(3) The fact that the corporation is in good standing or
is
a
subsisting corporation.
(B) To procure such a license, such corporation also
shall
file with the secretary of state an application in such form as
the secretary of state prescribes, verified by the oath of any
authorized
officer of such corporation, setting forth, but not
limited to:
(1) The name of the corporation and, if its corporate name
is
not available, the trade name under which it will do business
in
this state;
(2) The name of the state under the laws of which it was
incorporated;
(3) The location and complete address of its principal
office;
(4) The name of the county and the municipal corporation
or
township in which its principal office within this state, if
any,
is to be located;
(5) The appointment of a designated agent and the complete
address of such agent;
(6) The irrevocable consent of such corporation to service
of
process on such agent so long as the authority of such agent
continues and to service of process upon the secretary of state
in
the events provided for in section 1703.19 of the Revised
Code;
(7) A brief summary of the corporate purposes to be
exercised
within this state.
(C)(1) No such application for a license shall be accepted
for filing if it appears that the name of the foreign corporation
is prohibited by law or is not distinguishable upon the records
in
the office of the secretary of state from the name of any
other
corporation, whether nonprofit or for profit and whether
that of a
domestic corporation or of a foreign corporation
authorized to
transact business in this state, the name of a limited
liability
company registered in the office of the secretary of state
pursuant
to Chapter 1705. of the Revised Code, whether domestic or
foreign, the name of any
limited liability partnership
registered
in the office of the secretary of state pursuant to
Chapter 1775.
or 1776.
of the
Revised Code, whether domestic or
foreign, the
name of any
limited partnership registered in the
office of the
secretary of
state pursuant to
Chapter 1782. of the
Revised Code,
whether
domestic or
foreign, or a trade name to which
the
exclusive right
at the time in question is
registered in the
manner provided in
Chapter 1329. of the Revised
Code, unless there
also is filed with
the secretary of state, on a
form prescribed by
the secretary of
state, the
consent of the other entity or person
to the use of
the
name, evidenced in a writing signed by any
authorized officer of
the other entity or authorized
representative of the other person
owning the exclusive right to
the registered trade name.
(2) Notwithstanding division
(C)(1) of this
section, if
an
application for a
license is not acceptable for filing solely
because the name of
the foreign corporation is not distinguishable
from the name of
another entity or registered trade name, the
foreign
corporation may be authorized to transact business in this
state
by filing with the secretary of state, in addition to those
items
otherwise prescribed by this section, a statement signed by
an
authorized officer directing the foreign corporation to make
application for a license to transact business in this state
under
an assumed business name or names that comply with the
requirements of this division and stating that the foreign
corporation will transact business in this state only under the
assumed name or names. The application for a license shall be on
a
form
prescribed by the secretary of state.
Sec. 1705.05. (A) The name of a limited liability company
shall include the words,
"limited liability company," without
abbreviation or shall include one of the following abbreviations:
"LLC,"
"L.L.C.,"
"limited,"
"ltd.," or
"ltd".
(B)(1) Except as provided in this section and in sections
1701.75, 1701.78, 1701.82, 1705.36, and 1705.37 of the Revised
Code, the secretary of state shall not accept for filing in
the
secretary of state's office the articles of organization of a
limited liability
company if the company name set forth in the
articles is not
distinguishable on the records of the secretary of
state from
the name of any of the following:
(a) Any other limited liability company, whether the name
is
of a domestic limited liability company or of a foreign
limited
liability company registered as a foreign limited
liability
company under this chapter;
(b) Any corporation, whether the name is of a domestic
corporation or of a foreign corporation holding a license as a
foreign corporation under the laws of this state pursuant to
Chapter 1701., 1702., or 1703. of the Revised Code;
(c) Any limited liability partnership, whether the name is
of
a domestic limited liability partnership or a foreign limited
liability partnership registered pursuant to Chapter 1775. or
1776. of the
Revised Code;
(d) Any limited partnership, whether
the name is of a
domestic limited partnership or a foreign
limited partnership
registered pursuant to Chapter 1782.
of the Revised Code;
(e) Any trade name to which the exclusive right, at the time
in
question, is registered in the office of the secretary of state
pursuant to
Chapter 1329. of the Revised Code.
(2) The secretary of state may accept for filing in the
secretary of state's
office the articles of organization of a
limited liability
company whose name set forth in the articles is
not
distinguishable on the records of the secretary of state from
any trade
name or the name of another limited liability company,
corporation,
limited liability partnership, or limited partnership
if there also is
filed in the secretary of state's office the
consent of the other entity
or, in the case of a registered trade
name,
the person in whose name is registered the exclusive right
to the use of
the particular name.
(C) A consent given by an entity or
person in whose name is
registered the exclusive right to use a trade
name, to the use of
a name by a limited
liability company, shall be in
the form of an
instrument, prescribed by the secretary of state, that is
signed
by an authorized officer or other
authorized representative of the
consenting entity or person in whose
name the trade name is
registered.
(D) If a judicial sale or a judicial transfer by sale,
transfer of good will, or otherwise involves the right to use the
name of a domestic limited liability company or of a foreign
limited liability company registered as a foreign limited
liability company under this chapter, then, at the request of the
purchaser or transferee of that right, the secretary of state
shall accept for filing articles of organization of a limited
liability company with a name that is the same as or similar to
the name of the other limited liability company if there also is
filed in the secretary of state's office a certified copy of
the
court order or decree
that confirms or otherwise evidences the
purchase or transfer.
(E) Any person that wishes to reserve a name for a
proposed
new limited liability company or any limited liability
company
that intends to change its name may submit to the
secretary of
state, on a form prescribed by the secretary of
state, a written
application for the exclusive right
to use a specified name as the
name of the company. If the
secretary of state finds, consistent
with this section, that the
specified name is available for use,
the secretary of state
shall file the application. From the date
of the
filing, the applicant has the exclusive right for
one
hundred eighty days
to use the specified name as the name of the
limited
liability
company, counting the date of the filing as the
first of
the
one hundred eighty days. The right so obtained
may
be
transferred by the
applicant or other holder of the right
by
filing in the office of
the secretary of state a written
transfer,
on a form prescribed by
the secretary of state, that
states the
name
and address of the
transferee.
Sec. 1775.66. (A) This chapter does not govern any
partnership on and after the first day of January, 2010.
(B) This chapter does not govern any partnership that is
formed on or after the first day of January, 2009. Chapter 1776.
of the Revised Code governs any partnership formed on or after
that date.
(C) This chapter does not govern any partnership that elects
to be governed by Chapter 1776. of the Revised Code pursuant to
procedures in division (C) of section 1776.95 of the Revised Code,
on and after the date the partnership elects to be governed by
that chapter.
Sec. 1776.01. As used in this chapter:
(A) "Business" includes every trade, occupation, and
profession.
(B) "Debtor in bankruptcy" means a person who is the subject
of an order for relief under Title 11 of the United States Code, a
comparable order under a successor statute of general application,
or a comparable order under any federal, state, or foreign law
governing insolvency.
(C) "Constituent" means in a merger or consolidation, the
domestic or foreign entity that merges into another entity, the
entity into which another entity is merged, or an existing entity
consolidated along with another entity into a new entity.
(D) "Distribution" means a transfer of money or other
property from a partnership to a partner in the partner's capacity
as a partner, or to a transferee of the partner.
(E) "Domestic partnership" means a partnership formed under
section 1776.22 of the Revised Code or a predecessor law.
(F) "Economic interest" means a partner's share of the
profits and losses of a partnership and the partner's right to
receive distributions.
(G) "Entity" means any of the following:
(1) A for-profit corporation existing under the laws of this
state or any other state;
(2) Any of the following organizations existing under the
laws of this state, the United States, or any other state:
(a) A business trust or association;
(b) A real estate investment trust;
(d) An unincorporated business or for-profit organization
including a general or limited partnership;
(e) A limited liability company;
(f) A nonprofit corporation.
(H) "Foreign entity" means an entity formed under the laws of
another state.
(I) "Foreign limited liability partnership" means a
partnership formed under laws other than the laws of this state
and that has the status of a limited liability partnership under
those laws.
(J) "Limited liability partnership" means a partnership that
files a statement of qualification under section 1776.81 of the
Revised Code and does not have a similar statement in effect in
any other jurisdiction.
(K) "Liquidating trustee" means a person other than a
partner, who carries out the winding up of a partnership.
(L) "Partner" means a person admitted to a partnership as a
partner.
(M) "Partnership" means an association of two or more persons
to carry on as co-owners a business for-profit formed under
section 1776.22 of
the Revised Code, a predecessor law, or a
comparable law of
another jurisdiction.
(N) "Partnership agreement" means the agreement among the
partners concerning the partnership, whether written, oral, or
implied. A partnership is not required to execute its partnership
agreement. A partnership agreement
includes amendments to the
partnership agreement. A partnership is
bound by its partnership
agreement irrespective of whether the
partnership executes the
agreement.
(O) "Partnership at will" means a partnership in which the
partners have not agreed to remain partners until the expiration
of a definite term or the completion of a particular
undertaking.
(P) "Partnership interest" or "partner's interest in the
partnership" means all of a partner's interests in the
partnership, including the partner's economic interest and all
management and other rights.
(Q) "Person" means an individual, corporation whether
nonprofit or for-profit, business trust, estate, trust,
partnership, limited liability company, association, joint
venture, government, governmental subdivision, agency, or
instrumentality, or any other legal or commercial entity in its
own or any representative capacity, in each case whether domestic
or foreign.
(R) "Property" means all property, real, personal, or mixed,
tangible or intangible, or any interest therein.
(S) "State" means a state of the United States, the District
of Columbia, the Commonwealth of Puerto Rico, or any territory or
insular possession subject to the jurisdiction of the United
States, except that as used in sections 1776.68 to 1776.75 of the
Revised Code, "state" means the United States, any state,
territory, insular possession or other political subdivision of
the United States, including the District of Columbia, any foreign
country or nation, and any province, territory, or other political
subdivision of a foreign country or nation.
(T) "Statement" means a statement of correction or corrected
statement under section 1776.12 of the Revised Code, a statement
of partnership authority under section 1776.33 of the Revised
Code, a statement of denial under section 1776.34 of the Revised
Code, a statement of dissociation under section 1776.57 of the
Revised Code, a statement of dissolution under section 1776.65 of
the Revised Code, a certificate of merger or a certificate of
consolidation under section 1776.70 of
the Revised Code, a
certificate of conversion under section 1776.74 of the Revised
Code, a statement of qualification under section
1776.81 of the
Revised Code, a statement of foreign qualification
under section
1776.86 of the Revised Code, or an amendment or
cancellation of
any of the foregoing. All statements shall be on
forms the
secretary of state prescribes.
(U) "Surviving" means, as applied to an entity, the
constituent entity that is specified as the entity into which one
or more other constituent entities are to be or have been merged.
(V) "Transfer" includes an assignment, conveyance, lease,
mortgage, deed, and encumbrance.
(W) "Tribunal" means a court, or if provided in the
partnership agreement or otherwise agreed, an arbitrator,
arbitration panel, or other tribunal.
Sec. 1776.02. (A) A person knows a fact if the person has
actual knowledge of the fact.
(B) A person has notice of a fact if the person knows of it,
has received a notification of the fact, or has reason to know the
fact exists from all of the facts known to the person at the time
in question.
(C) A person notifies or gives notification to another person
by taking steps reasonably required to inform the other person in
ordinary course, whether or not the other person learns of that
notification.
(D) A person receives a notification when the notification
comes to the person's attention or is delivered at the person's
place of business or at any other place the person holds out as a
place for receiving communications.
(E)(1) Except as otherwise provided in division (F) of this
section, a person other than an individual knows, has notice, or
receives a notification of a fact for purposes of a particular
transaction when the individual conducting the transaction knows,
has notice, or receives a notification of the fact, or in any
event, when the fact would have been brought to the individual's
attention if the person had exercised reasonable diligence.
(2) A person exercises reasonable diligence if the person
maintains reasonable routines for communicating significant
information to the individual conducting the transaction and there
is reasonable compliance with the routines. Reasonable diligence
does not require an individual acting for the person to
communicate information unless the communication is part of the
individual's regular duties or the individual has reason to know
of the transaction and that the transaction would be materially
affected by the information.
(F) A partner's knowledge, notice, or receipt of a
notification of a fact relating to the partnership is effective
immediately as knowledge by, notice to, or receipt of a
notification by the partnership, except in the case of a fraud on
the partnership committed by or with the consent of that partner.
Sec. 1776.03. (A) Except as otherwise provided in division
(B) of this section, the partnership agreement governs relations
among the partners and between the partners and the partnership.
To the extent the partnership agreement does not otherwise
provide, this chapter governs relations among the partners and
between the partners and the partnership.
(B) The partnership agreement may not do any of the
following:
(1) Vary the rights and duties under section 1776.05 of the
Revised Code except to eliminate the duty to provide copies of
statements to all of the partners;
(2) Unreasonably restrict the right of access to books and
records under division (B) of section 1776.43 of the Revised Code;
(3) Eliminate the duty of loyalty under division (B) of
section 1776.44 of the Revised Code or division (B)(3) of section
1776.53 of the Revised Code, but the partnership agreement
may
identify specific types or categories of activities that do
not
violate the duty of loyalty, if not manifestly unreasonable,
and
all of the partners or a number or percentage specified in the
partnership agreement may authorize or ratify, after full
disclosure of all material facts, a specific act or transaction
that otherwise would violate the duty of loyalty;
(4) Unreasonably reduce the duty of care under division (C)
of section 1776.44 of the Revised Code or division (B)(3) of
section 1776.53 of the Revised Code;
(5) Eliminate the obligation of good faith and fair dealing
under division (D) of section 1776.44 of the Revised Code, but the
partnership agreement may prescribe the standards by
which the
performance of the obligation is to be measured, if the
standards
are not manifestly unreasonable;
(6) Vary the power to dissociate as a partner under division
(A) of section 1776.52 of the Revised Code, except to require the
notice under division (A) of section 1776.51 of the Revised Code
to be in writing;
(7) Vary the right of a tribunal to expel a partner in the
events specified in division (E) of section 1776.51 of the Revised
Code;
(8) Vary the requirement to wind up the partnership business
in cases specified in division (D), (E), or (F) of section 1776.61
of the Revised Code;
(9) Vary the law applicable to a limited liability
partnership under division (B) of section 1776.06 of the Revised
Code;
(10) Restrict rights of third parties under this chapter.
Sec. 1776.04. (A) Unless displaced by particular provisions
of this chapter,
the principles of law and equity supplement this
chapter.
(B) If an obligation to pay interest under this chapter does
not specify a rate of interest, the rate is that specified in
section 1343.03 of the Revised Code.
(C) No partnership and no person acting on behalf of a
partnership shall interpose the defense or make the claim of usury
in any action or proceeding upon, or with reference to, any
obligation of that partnership. The notes, bonds, other evidences
of indebtedness, mortgages, pledges, and deeds of trust of a
partnership shall not be set aside, impaired, or adjudged invalid
by reason of anything contained in any laws prohibiting or
otherwise pertaining to usury or regulating interest rates.
(D) No obligation of a partner to a partnership arising under
a partnership agreement or a separate agreement or writing, and no
note, instruction, or other writing evidencing any such obligation
of a partner, is subject to the defense of usury, and no partner
shall interpose the defense of usury with respect to any such
obligation in any action.
Sec. 1776.05. (A) A statement may be filed in the office of
the secretary of state. A certified copy of a statement that is
filed in an office in another state may be filed in the office of
the secretary of state provided that it is accompanied by a form
the secretary of state prescribes for that purpose. Either filing
has the effect provided in this chapter with respect to
partnership property located in, or transactions that occur in,
this state.
(B) A certified copy of a statement filed in the office of
the secretary of state and recorded in the office of a county
recorder in this state has the effect provided for recorded
statements in this chapter with respect to real property in the
county in which recorded. A recorded statement that is not a
certified copy of a statement filed in the office of the secretary
of state does not have the effect provided for recorded statements
in this chapter.
(C) At least one partner or one person the partnership
authorizes shall execute any statement a partnership files. A
partner, a person the partnership authorizes, or other person this
chapter authorizes shall execute other statements. An individual
who executes a statement shall personally declare, under penalty
of perjury, that the contents of the statement are accurate.
(D) A person authorized by this chapter to file a statement
may amend or cancel the statement by filing an amendment or
cancellation that names the partnership, identifies the statement,
and states the substance of the amendment or cancellation.
(E) A person who files a statement pursuant to this chapter
shall promptly send a copy of that statement to every nonfiling
partner and to any other person named as a partner in the
statement. Failure to send a copy of a statement to a partner or
other person does not limit the effectiveness of the statement as
to a person not a partner.
(F) The secretary of state may collect a fee for filing a
statement or
providing a certified copy of a statement. The
county recorder may
collect a fee for recording a statement.
(G) When a partnership files its first statement with the
secretary of state, the secretary of state shall assign a unique
identifying number to that partnership. Whenever a person files a
statement relating to a partnership to which the secretary of
state has assigned an identifying number or files a statement with
a county recorder, the statement shall include the identifying
number assigned to the partnership.
Sec. 1776.06. (A) Except as otherwise provided in this
section, the law of the jurisdiction in which a partnership has
its chief executive office governs relations among the partners
and between the partners and the partnership.
(B) The law of this state governs relations among the
partners and between the partners and the partnership, and the
liability of partners for an obligation, of a limited liability
partnership.
(C) The law of this state governs relations among the
partners
and between the partners and the partnership of any
partnership
other than a limited liability partnership if the
partnership
agreement, by its terms, provides that the laws of
this state
govern the partnership agreement.
(D) The laws of a specified jurisdiction other than this
state govern the relations among the partners and between the
partners and the partnership of any partnership other than a
limited liability partnership, if the partnership agreement, by
its terms, provides that the laws of that jurisdiction govern the
partnership agreement and that jurisdiction allows that election.
(E) A partnership governed by this chapter is subject to any
amendment to or repeal of any or all of the sections in this
chapter.
Sec. 1776.07. (A) Any partnership that maintains an effective
statement of partnership authority under section 1776.33 of the
Revised Code shall maintain continuously in this state an agent
for service of process on the partnership. The agent shall be an
individual who is a resident of this state, a domestic
corporation, or a foreign corporation holding a license as a
foreign corporation under the laws of this state.
(B) The secretary of state shall not accept an original
statement of partnership authority for filing unless the statement
of partnership authority includes a written appointment of an
agent as this section requires and a written acceptance of the
appointment signed by the designated agent.
(C) If an agent dies, resigns, or moves outside of this
state, the partnership shall appoint forthwith another agent and
file with the secretary of state an amendment to its statement of
partnership authority appointing a new agent and including a
written acceptance of the appointment that is signed by the
designated agent.
(D) If the address of an agent changes from that stated in
the records of the secretary of state, the partnership forthwith
shall file with the secretary of state an amendment to its
statement of partnership authority setting forth the new address.
(E) An agent may resign by filing a written and signed notice
of resignation with the secretary of state on a form the secretary
prescribes and mailing a copy of that notice to the partnership.
The agent shall mail the copy of the notice to the partnership at
the current or last known address of its principal office on or
prior to the date that the agent files the notice with the
secretary of state. The notice shall include the name of the
partnership, the name and current address of the agent, the
current or last known address, including the street and number or
other particular description, of the partnership's principal
office, a statement of the resignation of the agent, and a
statement that a copy of the notice was provided to the
partnership within the time and in the manner specified in this
division. The resigning agent's authority terminates thirty days
after filing the notice with the secretary of state.
(F) A partnership may revoke the appointment of its agent by
filing with the secretary of state an amendment to its statement
of partnership authority indicating that the appointment of the
former agent is revoked and that a new agent is appointed. A
written acceptance signed by the new designated agent shall
accompany the filing.
(G)(1) Any legal process, notice, or demand required or
permitted by law to be served upon a partnership with an effective
statement of partnership authority may be served upon the
partnership as follows:
(a) If its agent is an individual, by delivering a copy of
the process, notice, or demand to the agent;
(b) If its agent is a corporation, by delivering a copy of
the process, notice, or demand to the address of the agent in this
state as contained in the records of the secretary of state.
(2)(a) If its agent cannot be found or no longer has the
address stated in the records of the secretary of state or the
partnership has failed to maintain an agent as this section
requires, and the party, agent, or representative that desires
service files with the secretary of state an affidavit stating
that one of those circumstances exists and the most recent address
of the partnership ascertained after a diligent search, then
service upon the secretary of state as the agent of the
partnership may be initiated by delivering to the secretary of
state four copies of the
process, notice, or demand accompanied
by a fee of not less than five and not more than seven dollars, as
determined by the secretary of state.
(b) The secretary of state forthwith shall give notice of
that delivery to the partnership at either its principal office as
shown upon the secretary of state's records or at any different
address specified in the affidavit of the party desiring service
and shall forward to the partnership at either address by
certified mail, return receipt requested, a copy of the process,
notice, or demand.
(c) Service upon the partnership is made when the secretary
of state gives the notice and forwards the process, notice, or
demand as set forth in division (G)(2) of this section.
(H) The secretary of state shall keep a record
of each
process, notice, and demand that pertains to a partnership
and
that is delivered to the secretary of state's office under
this
section or another law of this state that authorizes service
upon
the secretary of state in connection with a partnership. In
that
record, the secretary shall record the time of each delivery
of
that type and the secretary's subsequent action with respect to
the process, notice, or demand.
(I) Nothing in this section limits or affects the right to
serve process in any other manner now or hereafter provided by
law. This section is an extension of, and not a limitation upon,
the right otherwise existing of service of legal process.
Sec. 1776.08. (A) Service of legal process upon any
partnership that has
not filed a statement of partnership
authority in this state and
that is formed under the laws of this
state or doing
business in this state may be made by delivering a
copy personally
to any partner doing business in this state or by
leaving it at a
partner's dwelling house or usual place of abode
in this state or
at a place of business of the partnership in
this state.
(B) Nothing in this section limits or affects the right to
serve process in any other manner now or hereafter provided by
law. This section is an extension of, and not a limitation upon,
the right otherwise existing of service of legal process.
Sec. 1776.10. (A)(1) A partner or a liquidating trustee of a
partnership that is formed under the laws of this state or that is
doing business in this state may be served with process in the
manner this section prescribes in all civil actions or proceedings
brought in this state involving or relating to the business of the
partnership or a violation by the partner or the liquidating
trustee of a duty to the partnership or any partner of the
partnership, whether or not the partner or the liquidating trustee
is a partner or a liquidating trustee at the time suit is
commenced.
(2) A person who is a partner or liquidating trustee on
the
date on which this chapter first applies to the partnership
pursuant to division (C) of section 1776.95 of the Revised Code,
or who thereafter becomes a partner or a liquidating trustee of a
partnership, thereby consents to the appointment of each partner
who has signed a statement of partnership authority under section
1776.33 of the Revised Code, and any agent named in a statement of
partnership authority under section 1776.33 of the Revised Code,
as that person's agent upon whom service of process may be made.
Any process so served shall be of the same legal force and
validity as if served upon the partner or liquidating trustee
within this state.
(B) In a written partnership agreement or other writing, a
partner may consent to be subject to the nonexclusive jurisdiction
of the courts of, or arbitration in, a specified jurisdiction, or
the exclusive jurisdiction of the courts of this state, or the
exclusivity of arbitration in a specified jurisdiction or this
state, and to be served with legal process in the manner
prescribed in the partnership agreement or other writing.
(C) Nothing in this section limits or affects the right to
serve process in any other manner now or hereafter provided by
law. This section is an extension of, and not a limitation upon,
the right otherwise existing of service of legal process.
Sec. 1776.11. (A) Any person who is adversely affected by the
failure or refusal of a person to execute a statement as this
chapter requires may petition the court of common pleas to direct
the execution of that statement. If the court finds that the
execution of the statement is proper and that a person has failed
or refused to execute that statement as designated, the court
shall order the secretary of state to file that
statement.
(B) Any person who is adversely affected by the failure or
refusal of another person to execute a partnership agreement or
amendment when that person is designated to do so may petition the
court of common pleas to direct the execution of the partnership
agreement or amendment. If the court finds that the partnership
agreement or amendment should be executed and that a designated
person has failed or refused to do so, the court shall enter an
order granting appropriate relief.
Sec. 1776.12. (A) Any statement filed with the secretary of
state pursuant to this chapter that is an inaccurate record of the
action referred to in the statement, or that was defectively or
erroneously executed, may be corrected by filing a statement of
correction with the secretary of state. The statement of
correction shall specify the inaccuracy or defect to be corrected,
set forth the inaccurate or defective portion of the statement in
corrected form, and be executed and filed as this chapter
requires. The statement of correction is effective as of the date
the original statement was filed, except as to persons who are
substantially and adversely affected by the correction, for whom
the statement of correction is effective from its filing date.
(B) In lieu of filing a statement of correction as division
(A) of this section describes, a statement may be corrected by
executing and filing a corrected statement with the secretary of
state in the same manner as an original statement, and paying a
fee equal to the fee payable for an original statement. The
corrected statement shall specify in its heading that it is a
corrected statement, specify the inaccuracy or defect to be
corrected, and set forth the entire statement in corrected form. A
statement corrected in accordance with this division is effective
as of the date the original statement was filed, except as to
those who are substantially and adversely affected by the
correction, for whom the corrected statement is effective from its
filing date.
Sec. 1776.21. (A) A partnership is an entity distinct from
its partners.
(B) A limited liability partnership continues to be the same
entity that existed before the filing of a statement of
qualification under section 1776.81 of the Revised Code.
(C) Except as otherwise provided in the Revised Code or the
partnership agreement, a partnership formed under this chapter has
authority to engage in any activity in which a domestic
corporation or a domestic limited liability company may lawfully
engage and has the powers of a domestic corporation or domestic
limited liability company.
Sec. 1776.22. (A) Except as otherwise provided in division
(B) of this section, any association of two or more persons to
carry on as co-owners a business for-profit forms a partnership,
whether or not the persons intend to form a partnership.
(B) An association formed under a statute not included in
this chapter, a predecessor statute, or a comparable statute of
another jurisdiction is not a partnership under this chapter.
(C) In determining whether a partnership is formed, the
following rules apply:
(1) Holding property in joint tenancy, tenancy in common,
tenancy by the entireties, joint property, common property, or
part ownership does not by itself establish a partnership, even if
the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish
a partnership, even if the persons sharing the returns have a
joint or common right or interest in property from which the
returns are derived.
(3) A person who receives a share of the profits of a
business is presumed to be a partner in the business, unless the
profits were received in payment for any of the following:
(a) A debt by installments or otherwise;
(b) Services as an independent contractor or wages or other
compensation to an employee;
(d) An annuity or other retirement or health benefit to a
beneficiary, representative, or designee of a deceased or retired
partner;
(e) Interest or other charge on a loan, even if the amount of
payment varies with the profits of the business, including a
direct or indirect present or future ownership of the collateral,
or rights to income, proceeds, or increase in value derived from
the collateral;
(f) The sale of the goodwill of a business or other property
by installments or otherwise.
Sec. 1776.23. (A) Property acquired by a partnership is
property of the partnership and not the property of the partners
individually.
(B) Property is partnership property if the property is
acquired in the name of either of the following:
(2) One or more partners when the instrument transferring
title to the property indicates that the transferee holds the
property in the capacity as a partner, or that a partnership
exists but without an indication of the name of the partnership.
(C) Property is acquired in the name of the partnership by a
transfer to either of the following:
(1) The partnership in its name;
(2) One or more partners in their capacity as partners in the
partnership, if the name of the partnership is indicated in the
instrument transferring title to the property.
(D) Property is presumed to be partnership property if
purchased with partnership assets, even if it is not acquired as
described in division (B) of this section.
(E) Property acquired in the name of one or more of the
partners, when there is no indication in the instrument
transferring title to the property of the person's capacity as a
partner or of the existence of a partnership and without the use
of partnership assets, is presumed to be separate property, even
if used for partnership purposes.
Sec. 1776.24. (A) The contribution of a partner may be in
cash, property, or services rendered, or a
promissory note or
other obligation to contribute cash or property or to
perform
services.
(B) A partner is obligated to the partnership to perform any
promise to contribute cash, property, or services even if the
partner is unable to perform because of death, disability, or any
other reason. If a partner does not make the required contribution
of property or services, the partner is obligated, at the option
of the partnership, to contribute cash equal to the value of the
contribution that has not been made. The foregoing option is in
addition to, and not in lieu of, any other rights, including the
right to specific performance, that the partnership may have
against a partner under the partnership agreement or applicable
law.
(C) A partnership agreement may provide that the partnership
interest of any partner who fails to make any required
contribution is subject to specified penalties for, or specified
consequences of, that failure. The penalty or consequence may take
the form of reducing or eliminating the defaulting partner's
interest in the partnership, subordinating the partner's
partnership interest to that of nondefaulting partners, a forced
sale of the partner's partnership interest, forfeiture of the
partner's partnership interest, the lending by other partners of
the amount necessary to meet the partner's commitment, a fixing of
the value of the partner's partnership interest by appraisal or by
formula and the redemption or sale of the partner's partnership
interest at that value, or any other penalty or consequence.
Sec. 1776.31. Both of the following govern the acts of a
partner, subject to any statement of partnership authority under
section 1776.33 of the Revised Code:
(A) Each partner is an agent of the partnership for the
purpose of its business. An act of a partner, including the
execution of an instrument in the partnership name, for apparently
carrying on in the ordinary course the partnership business or
business of the kind carried on by the partnership binds the
partnership, unless the partner had no authority to act for the
partnership in the particular matter and the person with whom the
partner was dealing knew or had received a notification that the
partner lacked authority.
(B) An act of a partner that is not apparently for carrying
on in the ordinary course the partnership business or business
of
the kind the partnership carries on binds the partnership only
if
the act was authorized by the other partners.
Sec. 1776.32. (A) Partnership property may be transferred as
follows:
(1) Partnership property held in the name of the partnership
may be transferred by an instrument of transfer a partner executes
in the partnership name, subject to any statement of partnership
authority under section 1776.33 of the Revised Code.
(2) Partnership property held in the name of one or more
partners, when the instrument transferring the property to them
indicates their capacity as partners or of the existence of a
partnership but does not indicate the name of the partnership, may
be transferred by an instrument of transfer executed by the
persons in whose name the property is held.
(3) Partnership property held in the name of one or more
persons other than the partnership, without an indication in the
instrument transferring the property to them of their capacity as
partners or of the existence of a partnership, may be transferred
by an instrument of transfer executed by the persons in whose name
the property is held.
(B) A partnership may recover partnership property from a
transferee only if it proves that the execution of the instrument
of initial transfer did not bind the partnership under section
1776.31 of the Revised Code and that either of the following is
true:
(1) A subsequent transferee who gave value for property
transferred under division (A)(1) or (2) of this section knew or
had received a notification that the person who executed the
instrument of
initial transfer lacked authority to bind the
partnership;
(2) A transferee who gave value for property transferred
under division (A)(3) of this section, knew or had received a
notification
that the property was partnership property and the
person who
executed the instrument of initial transfer lacked
authority to
bind the partnership.
(C) A partnership may not recover partnership property from a
subsequent transferee if, under division (B) of this section, the
partnership would not have been entitled to recover the property
from any earlier transferee of the property.
(D) If a person holds all interests of all partners in the
partnership, all of the partnership property vests in that person.
The person may execute a document in the name of the partnership
to evidence vesting of the property in that person and may file or
record the document.
Sec. 1776.33. (A)(1) A partnership may file a statement of
partnership authority. Any statement filed pursuant to this
section shall include all of the following:
(a) The name of the partnership;
(b) The street address of the partnership's chief executive
office and that of one office in this state, if an office exists
in this state;
(c) The names and mailing addresses of all of the partners or
of an information agent the partnership appoints and maintains for
the purpose of division (B) of this section;
(d) The name and address of the agent for service of process
and the signed acceptance of appointment, as section 1776.07 of
the Revised Code requires.
(2) Any statement filed pursuant to this section may state
the names of the partners authorized to execute an instrument
transferring real property held in the name of the partnership,
the authority, including any limitations, that some or all of the
partners have to enter into other transactions on behalf of the
partnership, and any other matter.
(B) If a filed statement of partnership authority names an
agent, that agent shall maintain a list of the names and mailing
addresses of all of the partners and make the list available to
any person on request for good cause shown.
(C) If a filed statement of partnership authority is executed
pursuant to division (C) of section 1776.05 of the Revised Code
and states the name of the partnership but does not contain all of
the other information division (A) of this section requires, that
statement shall operate as provided in divisions (D) and (E) of
this section with respect to a person not a partner.
(D) Except as otherwise provided in division (G) of this
section, a filed statement of partnership authority supplements
the authority of a partner to enter into transactions on behalf of
the partnership as follows:
(1) Except for transfers of real property, a grant of
authority contained in a filed statement of partnership authority
is conclusive in favor of any person who gives value without
knowledge to the contrary, so long as, and to the extent that,
another filed statement does not contain a limitation on that
authority. A filed cancellation of a limitation on authority
revives the previous grant of authority.
(2) A grant of authority to transfer real property held in
the name of the partnership that is contained in a certified copy
of a filed statement of partnership authority recorded in the
office of a county recorder, is conclusive as to real property in
the county where the statement is recorded, in favor of a person
who gives value without knowledge to the contrary, so long as, and
to the extent that, a certified copy of a filed statement
containing a limitation on that authority is not of record in the
same office. Recording a certified copy of a filed cancellation of
a limitation on authority in the office of a county recorder
revives the previous grant of authority filed in that office.
(E) A person not a partner is deemed to know of a limitation
of a partner's authority to transfer real property held in the
name of the partnership if a certified copy of the filed statement
containing the limitation on authority is of record in the office
for recording transfers of that real property.
(F) Except as otherwise provided in divisions (D) and (E) of
this section and sections 1776.57 and 1776.65 of the Revised Code,
a person not a partner is not deemed to know of a limitation on
the authority of a partner merely because the limitation is
contained in a filed statement.
(G) Unless earlier canceled, a filed statement of partnership
authority is canceled by operation of law five years after the
date on which the statement, or the most recent amendment, is
filed with the secretary of state.
Sec. 1776.34. A partner, or other person that a filed
statement of partnership authority names as a partner or included
in a list an agent maintains pursuant to division (B) of section
1776.33 of the Revised Code, may file a statement of denial
stating the name of the partnership and the fact that is being
denied, which may include denial of a person's authority or status
as a partner. A statement of denial is a limitation on authority
under divisions (D) and (E) of section 1776.33 of the Revised
Code.
Sec. 1776.35. (A) A partnership is liable for loss or injury
caused to a person or for a penalty incurred as a result of a
wrongful act or omission, or other actionable conduct, of a
partner
acting in the ordinary course of business of the
partnership or
with authority of the partnership.
(B) A partnership is liable for the loss if, in the course of
the partnership's business or while acting with authority of the
partnership, a partner receives or causes the partnership to
receive money or property of a person not a partner, and a partner
misapplies the money or property.
Sec. 1776.36. (A) Except as otherwise provided in divisions
(B) and (C) of this section, all partners are liable jointly and
severally for all obligations of the partnership unless otherwise
agreed by the claimant or provided by law.
(B) A person admitted as a partner into an existing
partnership is not personally liable for any partnership
obligation incurred before the person's admission as a partner.
(C) An obligation of a partnership incurred while the
partnership is a limited liability partnership, whether arising in
contract, tort, or otherwise, is solely the obligation of the
partnership. A partner is not personally liable, directly or
indirectly, by way of contribution or otherwise, for such an
obligation solely by reason of being or acting as a partner. This
division applies notwithstanding anything inconsistent in the
partnership agreement that existed before any vote required to
become a limited liability partnership under division (B) of
section 1776.81 of the Revised Code.
Sec. 1776.37. (A) A partnership may sue and be sued in the
name of the partnership.
(B) An action may be brought against the partnership and,
to
the extent not inconsistent with section 1776.36 of the Revised
Code, any
or all of the partners in the same action or in
separate actions.
(C) A judgment against a partnership is not by itself a
judgment against a partner. A judgment against a partnership may
not be satisfied from a partner's assets unless there is also a
judgment against the partner.
(D) A judgment creditor of a partner may not levy execution
against the assets of a partner to satisfy a judgment based on a
claim against the partnership unless the partner is personally
liable for the claim under section 1776.36 of the Revised Code and
any of the following apply:
(1) A judgment based on the same claim was obtained against
the partnership and a writ of execution on the judgment was
returned unsatisfied in whole or in part;
(2) The partnership is a debtor in bankruptcy;
(3) The partner agreed that the creditor need not exhaust
partnership assets;
(4) A court grants permission to the judgment creditor to
levy execution against the assets of a partner based on a finding
that partnership assets subject to execution are clearly
insufficient to satisfy the judgment, that exhaustion of
partnership assets is excessively burdensome, or that the grant of
permission is an appropriate exercise of the court's equitable
powers;
(5) Liability is imposed on the partner by law or contract
independent of the existence of the partnership.
(E) This section applies to any partnership liability or
obligation resulting from a representation by a partner or
purported partner under section 1776.38 of the Revised Code.
Sec. 1776.38. (A) If a person, by words or conduct,
purports
to be a partner, or consents to being represented by
another as a
partner, in a partnership or with one or more persons
not
partners, the purported partner is liable to any person to
whom
the representation is made if that person, relying on the
representation, enters into a transaction with the actual or
purported partnership. If the representation, either by the
purported partner or
by a person with the purported partner's
consent, is made in a
public manner, the purported partner is
liable to a person who
relies upon the purported partnership even
if the purported
partner is not aware of being held out as a
partner to the
claimant. If partnership liability results, the
purported partner
is liable with respect to that liability as if
the purported
partner were a partner. If no partnership liability
results, the
purported partner is liable with respect to that
liability jointly
and severally with any other person consenting
to the
representation.
(B) If a person is represented to be a partner in an existing
partnership, or with one or more persons not partners, the
purported partner is an agent of persons consenting to the
representation to bind them to the same extent and in the same
manner as if the purported partner were a partner, with respect to
persons who enter into transactions in reliance upon the
representation. If all of the partners of the existing partnership
consent to the representation, a partnership act or obligation
results. If fewer than all of the partners of the existing
partnership consent to the representation, the person acting and
the partners consenting to the representation are jointly and
severally liable.
(C) A person is not liable as a partner merely because the
person is named by another in a statement of partnership
authority.
(D) A person does not continue to be liable as a partner
merely because of a failure to file a statement of dissociation or
to amend a statement of partnership authority to indicate the
partner's dissociation from the partnership.
(E) Except as otherwise provided in divisions (A) and (B) of
this section, persons who are not partners as to each other are
not liable as partners as to other persons.
Sec. 1776.41. (A) Each partner is deemed to have an account
to which both of the following apply:
(1) The account is credited with an amount equal to the money
plus the value of any other property, net of the amount of any
liabilities, the partner contributes to the partnership and the
partner's share of the partnership profits;
(2) The account is charged with an amount equal to the money
plus the value of any other property, net of the amount of any
liabilities, the partnership distributes to the partner and the
partner's share of the partnership losses.
(B) Each partner is entitled to an equal share of the
partnership profits and is chargeable with a share of the
partnership losses in proportion to the partner's share of the
profits.
(C) A partnership shall reimburse a partner for payments made
and indemnify a partner for liabilities the partner incurs in the
ordinary course of the business of the partnership or for the
preservation of its business or property.
(D) A partnership shall reimburse a partner for an advance to
the partnership beyond the amount of capital the partner agreed to
contribute.
(E) A payment or advance made by a partner that gives rise to
a partnership obligation under division (C) or (D) of this section
constitutes a loan to the partnership that accrues interest from
the date of the payment or advance.
(F) Each partner has equal rights in the management and
conduct of the partnership business.
(G) A partner may use or possess partnership property only on
behalf of the partnership.
(H) A partner is not entitled to remuneration for services
performed for the partnership, except for reasonable compensation
for services rendered in winding up the business of the
partnership.
(I) A person may become a partner only with the consent of
all of the partners.
(J) A difference arising as to a matter in the ordinary
course of business of a partnership may be decided by a majority
of the partners. An act outside the ordinary course of business of
a partnership and an amendment to the partnership agreement may be
undertaken only with the consent of all of the partners.
(K) This section does not affect the obligations of a
partnership to other persons under section 1776.31 of the Revised
Code.
Sec. 1776.42. A partner has no right to receive, and is not
required to accept, a distribution in kind.
Sec. 1776.43. (A) A partnership shall keep its books and
records, if any, at its chief executive office.
(B) A partnership shall provide partners and their agents and
attorneys access to its books and records. It shall provide former
partners and their agents and attorneys access to books and
records pertaining to the period during which they were partners.
The right of access provides the opportunity to inspect and copy
books and records during ordinary business hours. A partnership
may impose a reasonable charge, covering the costs of labor and
material, for copies of documents furnished.
(C) Each partner and the partnership shall furnish to a
partner, and to the legal representative of a deceased partner or
partner under legal disability, both of the following:
(1) Without demand, any information concerning the
partnership's business and affairs reasonably required for the
proper exercise of the partner's rights and duties under the
partnership agreement or this chapter;
(2) On demand, any other information concerning the
partnership's business and affairs, except to the extent the
demand or the information demanded is unreasonable or otherwise
improper under the circumstances.
Sec. 1776.44. (A) The only fiduciary duties a partner owes to
the partnership and the other partners are the duty of loyalty and
the duty of care set forth in divisions (B) and (C) of this
section.
(B) A partner's duty of loyalty to the partnership and the
other partners is limited to the following:
(1) To account to the partnership and hold as trustee for it
any property, profit, or benefit derived by the partner in the
conduct and winding up of the partnership business or derived from
a use by the partner of partnership property, including the
appropriation of a partnership opportunity;
(2) To refrain from dealing with the partnership in the
conduct or winding up of the partnership business as or on behalf
of a party having an interest adverse to the partnership;
(3) To refrain from competing with the partnership in the
conduct of the partnership business before the dissolution of the
partnership.
(C) A partner's duty of care to the partnership and the other
partners in the conduct and winding up of the partnership business
is limited to refraining from engaging in grossly negligent or
reckless conduct, intentional misconduct, or a knowing violation
of law.
(D) A partner shall discharge duties to the partnership and
the other partners pursuant to this chapter or under the
partnership agreement and shall exercise any rights consistent
with the obligation of good faith and fair dealing.
(E) A partner does not violate a duty or obligation under
this chapter, or under the partnership agreement, merely because
the partner's conduct furthers the partner's own interest.
(F) A partner may lend money to and transact other business
with the partnership, and as to each loan or transaction the
rights and obligations of the partner are the same as those of a
person who is not a partner, subject to other applicable law.
(G) This section applies to a person winding up the
partnership business as the personal or legal representative of
the last surviving partner as if the person were a partner.
Sec. 1776.45. (A) A partnership may maintain an action
against a partner for a breach of the partnership agreement or for
the violation of a duty to the partnership, causing harm to the
partnership.
(B) A partner may maintain an action against the partnership
or another partner for legal or equitable relief, with or without
an accounting as to partnership business, to enforce any of the
following:
(1) The partner's rights under the partnership agreement;
(2) The partner's rights under this chapter, including any of
the following:
(a) The partner's rights under sections 1776.41, 1776.43, or
1776.44 of the Revised Code;
(b) The partner's right on dissociation to have the partner's
interest in the partnership purchased pursuant to section 1776.54
of the Revised Code, or any other right under sections 1776.51 to
1776.53 or sections 1776.54 to 1776.58 of the Revised Code;
(c) The partner's right to compel a dissolution and winding
up of the partnership business or enforce any other right under
sections 1776.61 to 1776.67 of the Revised Code.
(3) The
rights and otherwise protect the interests of the
partner,
including rights and interests arising independently of
the
partnership relationship.
(C) This section does not govern the accrual of, and any time
limitation on, a right of action for a remedy under this section.
A right to an accounting upon dissolution and winding up does not
revive a claim barred by law.
Sec. 1776.46. (A) If a partnership for a
definite term or
particular undertaking is continued, without an express
agreement, after the expiration of the term or completion of the
undertaking, the rights and duties of the partners remain the same
as they were at the expiration or completion, so far as is
consistent with a partnership at will.
(B) If the partners, or those who habitually acted in the
business during the term or undertaking, continue the business
without any settlement or liquidation of the partnership, the
partners are presumed to have agreed that the partnership will
continue.
Sec. 1776.47. A partner is not a co-owner of partnership
property and has no interest in partnership property that can be
transferred, either voluntarily or involuntarily.
Sec. 1776.48. A partner's economic interest is the only
transferable interest of a partner in the partnership. The
economic interest is personal property.
Sec. 1776.49. (A) A transfer, in whole or in part, of a
partner's economic interest in the partnership is permissible and
does not by itself cause the partner's dissociation or a
dissolution and winding up of the partnership business. A transfer
does not entitle the transferee, as against the other partners or
the partnership, during the continuance of the partnership, to
participate in the management or conduct of the partnership
business, to require access to information concerning partnership
transactions, or to inspect or copy the partnership books or
records.
(B) A transferee of a partner's economic interest in the
partnership has a right:
(1) To receive, in accordance with the
transfer,
distributions to which the transferor otherwise would be
entitled;
(2) To receive upon the dissolution and winding up of the
partnership business, in accordance with the transfer, the net
amount otherwise distributable to the transferor;
(3) To seek under division (F) of section
1776.61 of the
Revised Code, a determination by a tribunal that it is equitable
to
wind up the partnership business.
(C) In a dissolution and winding up, a transferee is entitled
to an account of partnership transactions only from the date of
the latest account to which all of the partners agreed.
(D) Upon transfer, the transferor retains the rights and
duties of a partner other than the interest in distributions
transferred.
(E) A partnership need not give effect to a transferee's
rights under this section until it has notice and reasonable proof
of the transfer.
(F) A transfer of a partner's economic interest in the
partnership in violation of a restriction on transfer contained in
the partnership agreement is ineffective as to a person having
notice of the restriction at the time of transfer.
(G) Sections 1309.406 and 1309.408 of the Revised Code do not
apply to any partnership interest in a partnership formed under
this chapter.
Sec. 1776.50. (A) On application by a judgment creditor of a
partner or of a partner's transferee, a court having jurisdiction
may charge the economic interest of the judgment debtor to satisfy
the judgment. The court may appoint a receiver of the share of the
distributions due or to become due to the judgment debtor in
respect of the partnership and make all other orders, directions,
accounts, and inquiries the judgment debtor might have made or
which the circumstances of the case may require.
(B) A charging order constitutes a lien on the judgment
debtor's economic interest in the partnership. The court may order
a foreclosure of the interest subject to the charging order at any
time. The purchaser at the foreclosure sale has the rights of a
transferee.
(C) At any time before foreclosure, an interest charged may
be redeemed by any of the following:
(2) One or more of the other partners by using property other
than partnership property;
(3) One or more of the other partners, with the consent of
all
of the partners whose interests are not so charged, by using
partnership property.
(D) Nothing in this chapter deprives a partner of any right
under exemption laws with respect to the partner's interest in the
partnership.
(E) This section provides the exclusive remedy by which a
judgment creditor of a partner, or partner's transferee, may
satisfy a judgment out of the judgment debtor's economic interest
in the partnership.
Sec. 1776.51. A partner is dissociated from a partnership
upon the occurrence of any of the following events:
(A) The partnership has notice of the partner's express will
to withdraw as a partner, on the date of the notice or on a later
date the partner specifies;
(B) The happening of an event agreed to in the partnership
agreement as causing the partner's dissociation;
(C) The partner's expulsion pursuant to the partnership
agreement;
(D) The partner's expulsion by the unanimous vote of the
other partners because of any of the following:
(1) It is unlawful to carry on the partnership business with
that partner.
(2) A transfer of all or substantially all of that partner's
economic interest in the partnership, other than a transfer for
security purposes, or a court order charging the partner's
interest, which has not been foreclosed;
(3) A certificate of dissolution is not revoked or the
charter
or a right to conduct business is not reinstated within
ninety
days after the partnership notifies a corporate partner of
its
expulsion because the corporate partner filed a certificate
of
dissolution or the equivalent, had its charter revoked, or had
its
right to conduct business suspended by the jurisdiction of
its
incorporation.
(4) The partner is a partnership that has dissolved and is
winding up its business.
(E) On application by the partnership or another partner, a
tribunal determines any of the following is cause for expulsion:
(1) The partner engaged in wrongful conduct that adversely
and materially affects the partnership business.
(2) The partner willfully or persistently committed a
material breach of the partnership agreement or a duty owed to the
partnership or the other partners under section 1776.44 of the
Revised Code.
(3) The partner engaged in conduct relating to the
partnership business that makes it not reasonably practicable to
carry on the business in partnership with the partner.
(F) The partner's doing any of the following:
(1) Becoming a debtor in bankruptcy;
(2) Executing an assignment for the benefit of creditors;
(3) Seeking, consenting to, or acquiescing in the appointment
of a trustee, receiver, or liquidator of that partner or of all or
substantially all of that partner's property;
(4) Failing, within ninety days after the appointment, to
have vacated or stayed the appointment of a trustee, receiver, or
liquidator of either the partner or all or substantially all of
the partner's property that was obtained without the partner's
consent or acquiescence, or failing within ninety days after the
expiration of a stay to have the appointment vacated.
(G) Any of the following, in the case of a partner who is an
individual:
(2) The appointment of a guardian or general conservator for
the partner;
(3) A determination by a tribunal that the partner has
otherwise become incapable of performing the partner's duties
under the partnership agreement.
(H) In the case of a partner that is a trust or is acting as
a partner by virtue of being a trustee of a trust, distribution of
the trust's entire economic interest in the partnership, but not
merely by reason of the substitution of a successor trustee;
(I) In the case of a partner that is an estate or is acting
as a partner by virtue of being a personal representative of an
estate, distribution of the estate's entire economic interest in
the partnership, but not merely by reason of the substitution of a
successor personal representative;
(J) Termination of a partner that is not an individual,
partnership, corporation, trust, or estate.
Sec. 1776.52. (A) A partner has the power to dissociate at
any time,
rightfully or wrongfully, by express will pursuant to
division (A)
of section 1776.51 of the Revised Code.
(B) A partner's dissociation is wrongful only if either of
the following applies to that dissociation:
(1) It is in breach of an express provision of the
partnership agreement.
(2) In the case of a partnership for a definite term or
particular undertaking, before the expiration of the term or the
completion of the undertaking, if any of the
following applies:
(a) The partner withdraws by express will, unless the
withdrawal follows
within ninety days after another partner's
dissociation by death
or otherwise under divisions (F) to (J) of
section 1776.51 of the
Revised Code or wrongful dissociation
under division (B) of this
section;
(b) The partner is expelled by a determination by a tribunal
under
division (E) of section 1776.51 of the Revised Code.
(c) The partner is dissociated by becoming a debtor in
bankruptcy.
(d) In the case of a partner who is not an
individual, trust
other than a business trust, or estate, the partner is expelled or
otherwise dissociated because it willfully
dissolved or
terminated.
(C) A partner who wrongfully dissociates is liable to the
partnership and to the other partners for damages caused by the
dissociation. The liability is in addition to any other obligation
of the partner to the partnership or to the other partners.
Sec. 1776.53. (A) If a partner's dissociation results in a
dissolution and winding up of the partnership business, sections
1776.61 to 1776.67 of the Revised Code apply. Otherwise, sections
1776.54 to 1776.58 of the Revised Code apply.
(B) Upon a partner's dissociation, all of the following
apply:
(1) The partner's right to participate in the management and
conduct of the partnership business terminates, except as
otherwise provided in section 1776.63 of the Revised Code;
(2) The partner's duty of loyalty under division (B)(3) of
section 1776.44 of the Revised Code terminates;
(3) The partner's duty of loyalty under divisions (B)(1) and
(2) of section 1776.44 of the Revised Code and duty of care under
division (C) of section 1776.44 of the Revised Code continue only
with regard to matters arising and events occurring before the
partner's dissociation, unless the partner participates in winding
up the partnership's business pursuant to section 1776.63 of the
Revised Code.
Sec. 1776.54. (A) When a partner is dissociated from a
partnership and that dissociation does not result in a dissolution
and winding up of the partnership business under section 1776.61
of the Revised Code, the partnership shall cause the dissociated
partner's interest in the partnership to be purchased for a buyout
price determined pursuant to division (B) of this section.
(B)(1) The buyout price of a dissociated partner's interest
is the amount that would have been distributable to the
dissociating partner under division (B) of section 1776.67 of the
Revised Code as if, on the date of dissociation, both of the
following occurred:
(a) The partnership sold the assets at a price equal to the
greater of the liquidation value or the value based on a sale of
the entire business as a going concern without the dissociated
partner.
(b) The partnership completed a winding up of the
partnership business.
(2) Interest shall be paid from the date of dissociation to
the date of payment.
(C) The partnership shall reduce the buyout price paid to the
partner by any damages for wrongful dissociation under section
1776.52 of the Revised Code and all other amounts
owing, whether
or not presently due, from the dissociated partner
to the
partnership.
Interest shall be assessed on any amount owed
to
the partnership
from the date the amount owed is due to the
date
of payment.
(D) A partnership shall indemnify a dissociated partner whose
interest is being purchased against all partnership liabilities,
whether incurred before or after the dissociation, except
liabilities incurred by an act of the dissociated partner under
section 1776.55 of the Revised Code.
(E) If no agreement for the purchase of a dissociated
partner's interest is reached within one hundred twenty days after
a written demand for payment, the partnership shall pay or cause
to be paid, in cash to the dissociated partner, the amount the
partnership estimates to be the buyout price and accrued interest,
reduced by any offsets under division (C) of this section.
(F) Notwithstanding division (E) of this section, if a
deferred payment is authorized under division (H) of this section
or if the partnership determines that immediate payment of the
buyout price would cause undue hardship to the business of the
partnership, the partnership may tender a written offer to pay the
amount it estimates to be the buyout price and accrued interest,
reduced by any offsets under division (C) of this section, stating
the time of payment, the amount and type of security for payment,
and the other terms and conditions of the obligation.
(G) Any payment or tender required by division (E) or (F) of
this section shall be accompanied by all of the following:
(1) A statement of partnership assets and liabilities as of
the date of dissociation;
(2) The latest available partnership balance sheet and income
statement, if any;
(3) An explanation of how the estimated amount of the payment
was calculated;
(4) Written notice that the payment is in full satisfaction
of the obligation to purchase unless, within one hundred twenty
days after the written notice, the dissociated partner commences
an action to determine the buyout price, any offsets under
division (C) of this section, or other terms of the obligation to
purchase;
(5) If applicable, a brief explanation of the basis for the
partnership's determination that immediate payment of the buyout
price would cause undue hardship to the business of the
partnership.
(H) A partner who wrongfully dissociates before the
expiration of a definite term or the completion of a particular
undertaking is not entitled to payment of any portion of the
buyout price until the expiration of the term or completion of the
undertaking, unless the partner establishes to the satisfaction of
the tribunal that earlier payment will not cause undue hardship to
the business of the partnership. Any deferred payment shall be
adequately secured and bear interest.
(I)(1) A dissociated partner may maintain an action against
the partnership pursuant to division (B)(2)(b) of section 1776.45
of the Revised Code to determine the buyout price of that
partner's interest, any offsets under division (C) of this
section, or other terms of the obligation to purchase. Any action
shall be commenced within one hundred twenty days after the
partnership tenders payment or an offer to pay or within one year
after written demand for payment if no payment or offer to pay is
tendered.
(2) The tribunal shall determine the buyout price of the
dissociated partner's interest, any offset due under division (C)
of this section, and accrued interest, and enter judgment for any
additional payment or refund. If deferred payment is authorized
under division (H) of this section or if the partnership
determines that immediate payment of the buyout price would cause
undue hardship to the partnership, and the partner does not
establish to the satisfaction of the tribunal that earlier payment
will not cause undue hardship to the business of the partnership,
the tribunal also shall determine the security for payment and
other terms of the obligation to purchase.
(3) The tribunal may assess reasonable attorney's fees and
the fees and expenses of appraisers or other experts for a party
to the action, in amounts the tribunal finds equitable, against a
party that the tribunal finds acted arbitrarily, vexatiously, or
not in good faith. The finding may be based on the partnership's
failure to tender payment or an offer to pay or to comply with
division (G) of this section.
Sec. 1776.55. (A) For two years after a partner dissociates
without resulting in a dissolution and winding up of the
partnership business, the partnership, including a surviving
partnership under section 1776.68 of the Revised Code, is bound by
any act of the dissociated partner that would have bound the
partnership under section 1776.31 of the Revised Code before
dissociation only if, at the time of entering into the transaction
all of the following were true:
(1) The other party reasonably believed that the dissociated
partner was then a partner.
(2) The other party did not have notice of the partner's
dissociation.
(3) The other party is not deemed to have had knowledge under
division (E) of section 1776.33 of the Revised Code or notice
under division (C) of section 1776.57 of the Revised Code.
(B) A dissociated partner is liable to the partnership for
any damage caused to the partnership arising from an obligation
incurred by the dissociated partner after dissociation for which
the partnership is liable under division (A) of this section.
Sec. 1776.56. (A) A partner's dissociation does not of itself
discharge the partner's liability for a partnership obligation
incurred before dissociation. A dissociated partner is not liable
for a partnership obligation incurred after dissociation, except
as otherwise provided in division (B) of this section.
(B) A partner who dissociates without resulting in a
dissolution and winding up of the partnership business is liable
as a partner to the other party in a transaction entered into by
the partnership, or a surviving partnership under sections 1776.68
to 1776.79 of the Revised Code, within two years after the
partner's dissociation, only if pursuant to
section 1776.36 of
the Revised Code the partner would have been
liable for the
obligation if the transaction had been entered into
while the
person was a partner and, at the time of entering into
the
transaction, all of the following were true:
(1) The other party reasonably believed that the dissociated
partner was then a partner and reasonably relied on that belief in
entering into the transaction.
(2) The other party did not have notice of the partner's
dissociation.
(3) The other party is not deemed to have had knowledge under
division (E) of section 1776.33 of the Revised Code or notice
under division (C) of section 1776.57 of the Revised Code.
(C) By agreement with the partnership creditor and the
partners continuing the business, a dissociated partner may be
released from liability for a partnership obligation.
(D) A dissociated partner is released from liability for a
partnership obligation if a partnership creditor, with notice of
the partner's dissociation but without the partner's consent,
agrees to a material alteration in the nature or time of payment
of a partnership obligation.
Sec. 1776.57. (A) A dissociated partner or the partnership
may file a statement of dissociation stating the name of the
partnership and that the partner is dissociated from the
partnership.
(B) A statement of dissociation is a limitation on the
authority of a dissociated partner for the purposes of divisions
(D) and (E) of section 1776.33 of the Revised Code.
(C) For the purposes of division (A)(3) of section 1776.55
and division (B)(3) of section 1776.56 of the Revised Code, a
person not a partner is deemed to have notice of a dissociation
ninety days after a statement of dissociation is filed.
Sec. 1776.58. Continued use of a partnership name, or a
dissociated partner's name as part thereof, by partners continuing
the business does not of itself make the dissociated partner
liable for an obligation of the partners or the partnership
continuing the business.
Sec. 1776.61. A partnership is dissolved, and the
partnership's business shall be wound up, only upon the occurrence
of
any of the following events:
(A) In a partnership at will, the partnership's having notice
from a partner, other than a partner who is dissociated under
divisions (B) to (J) of section 1776.51 of the Revised Code, of
that
partner's express will to withdraw immediately as a partner,
or at
a later date as specified by the partner;
(B) In a partnership for a definite term or particular
undertaking, any of the following applies:
(1) Within ninety days after a partner's dissociation by
death or otherwise under divisions (F) to (J) of section 1776.51
of the Revised Code or wrongful dissociation under division (B) of
section 1776.52 of the Revised Code, it is the express will of at
least half of the remaining partners to wind up the partnership
business, for which purpose a partner's rightful dissociation
pursuant to division (B)(2)(a) of section 1776.52 of the Revised
Code constitutes that partner's expression of a will to wind up
the partnership business.
(2) It is the express will of all of the partners to wind up
the partnership business.
(3) The term has expired or the undertaking is complete.
(C) An event agreed to in the partnership agreement resulting
in the winding up of the partnership business;
(D) An event that makes it unlawful for all or substantially
all of the business of the partnership to be continued, but a cure
of illegality within ninety days after notice to the partnership
of the event is effective retroactively to the date of the event
for purposes of this section;
(E) On application by a partner, a determination by a
tribunal that any of the following is true:
(1) The economic purpose of the partnership is likely to be
unreasonably frustrated.
(2) Another partner has engaged in conduct relating to the
partnership business that makes it not reasonably practicable to
carry on the business in partnership with that partner.
(3) It is not otherwise reasonably practicable to carry on
the partnership business in conformity with the partnership
agreement.
(F) On application by a transferee of a partner's economic
interest, a tribunal determines that it is equitable to wind up
the partnership business at either of the following times:
(1) After the expiration of the term or completion of the
undertaking, if the partnership was for a definite term or
particular undertaking at the time of the transfer or entry of the
charging order that gave rise to the transfer;
(2) At any time, if the partnership was a partnership at will
at the time of the transfer or entry of the charging order that
gave rise to the transfer.
Sec. 1776.62. (A) Subject to division (B) of this section, a
partnership may continue after dissolution only for the purpose of
winding up its business. The partnership is terminated when its
business is completed.
(B) At any time after the dissolution of a partnership and
before the winding up of its business is completed, all of the
partners, including any dissociating partner other than a
wrongfully dissociating partner, may waive the right to have the
partnership's business wound up and the partnership terminated. In
that event, both of the following apply:
(1) The partnership shall resume carrying on its business as
if dissolution had never occurred, and any liability incurred by
the partnership or a partner after the dissolution and before the
waiver is determined as if dissolution had never occurred.
(2) The dissolution shall not affect the rights of a third
party accruing under division (A) of section 1776.64 of the
Revised Code or arising out of conduct in reliance on the
dissolution if those rights accrued or arose before the third
party knew or received a notification of the waiver.
Sec. 1776.63. (A) After dissolution, a partner who has not
wrongfully dissociated may participate in winding up the
partnership's business, but on the application of any partner, a
partner's legal representative, or a transferee, the court of
common pleas for good cause shown, may order judicial supervision
of the winding up.
(B) The legal representative of the last surviving partner
may wind up a partnership's business.
(C) A person winding up a partnership's business may preserve
the partnership business or property as a going concern for a
reasonable time, prosecute and defend actions and proceedings,
whether civil, criminal, or administrative, settle and close the
partnership's business, dispose of and transfer the partnership's
property, discharge or make reasonable provision for the
partnership's liabilities, distribute the assets of the
partnership pursuant to section 1776.67 of the Revised Code,
settle disputes by mediation or arbitration, and perform other
necessary acts.
Sec. 1776.64. Subject to section 1776.65 of the Revised Code,
a partnership is bound by a partner's act
after dissolution under
either of the following conditions:
(A) The act is appropriate for winding up the
partnership
business.
(B) If the
other party to the transaction did not have
notice of the
dissolution, the act would have bound the
partnership under
section 1776.31 of the Revised Code before
dissolution.
Sec. 1776.65. (A) After dissolution, a partner who has not
wrongfully dissociated may file a statement of dissolution stating
the name of the partnership and that the partnership has dissolved
and is winding up its business.
(B) A statement of dissolution cancels a filed statement of
partnership authority for the purposes of division (D) of section
1776.33 of the Revised Code and is a limitation on such authority
for the purposes of division (E) section 1776.33 of the Revised
Code.
(C) For the purposes of sections 1776.31 and 1776.64 of the
Revised Code, a person not a partner is deemed to have notice of
the dissolution and the limitation on the partners' authority as a
result of the statement of dissolution ninety days after it is
filed.
(D) After filing and recording any appropriate statement of
dissolution, a dissolved partnership may file, and as appropriate,
record a statement of partnership authority that will operate
with respect to a person not a partner as provided in divisions
(D) and (E) of section 1776.33 of the Revised Code in any
transaction, whether or not the transaction is appropriate for
winding up the partnership business.
Sec. 1776.66. (A) Except as otherwise provided in division
(B) of this section and in section 1776.36 of the Revised Code,
after dissolution a partner is liable to the other partners for
the partner's share of any partnership liability incurred under
section 1776.64 of the Revised Code.
(B) A partner who, with knowledge of the dissolution, incurs
a partnership liability under division (B) of section 1776.64 of
the Revised Code by an act that is not appropriate for winding up
the partnership business is liable to the partnership for any
damage caused to the partnership arising from the liability.
Sec. 1776.67. (A) In winding up a partnership's business, any
assets of the partnership, including the contributions this
section requires the partners to make, shall be applied to
discharge or
make reasonable provision for its obligations to
creditors,
including, to the extent permitted by law, partners
who are
creditors. Any surplus shall be applied to pay in cash
the net
amount distributable to partners in accordance with their
right to
distributions under division (B) of this section.
(B) Each partner is entitled to a settlement of all
partnership accounts upon winding up the partnership business. In
settling accounts among the partners, profits and losses that
result from the liquidation of the partnership assets shall be
credited and charged to the partners' accounts. The partnership
shall make a distribution to a partner in an amount equal to any
excess of the credits over the charges in the partner's account.
(C) A partner shall contribute to the partnership an amount
equal to any excess of the charges over the credits in the
partner's account but excluding from the calculation charges
attributable to an obligation for which the partner is not
personally liable under section 1776.36 of the Revised Code.
(D) If a partner fails to contribute the full amount required
under division (C) of this section, all of the other partners
shall contribute, in the proportions in which those partners share
partnership losses, the additional amount necessary to satisfy the
partnership obligations for which they are personally liable under
section 1776.36 of the Revised Code.
(E) The
estate of a deceased partner is liable for the
partner's
obligation to contribute to the partnership.
(F) A partner or partner's legal representative may recover
from the other partners any contributions the partner has made to
the extent the amount contributed exceeds that partner's share of
the partnership obligations for which the partner is personally
liable under section 1776.36 of the Revised Code.
(G) After the settlement of accounts, each partner shall
contribute, in the proportion in which the partner shares
partnership losses, the amount necessary to satisfy, or make
reasonable provision for, partnership obligations that were not
known at the time of the settlement and for which the partner is
personally liable under section 1776.36 of the Revised Code.
(H) An assignee for the benefit of creditors of a partnership
or a partner, or a person a court appoints to represent creditors
of a partnership or a partner, may enforce a partner's obligation
to contribute to the partnership.
Sec. 1776.68. (A)(1) Pursuant to a written agreement of
merger between the constituent entities as this section provides,
a domestic partnership and one or more additional domestic
partnerships or other domestic or foreign entities may be merged
into a surviving domestic partnership. Pursuant to a written
agreement of consolidation between the constituent entities, two
or more domestic or foreign entities may be consolidated into a
new domestic partnership formed by that consolidation.
(2) When a constituent entity is formed or organized under
the laws of any state other than this state or under any chapter
of the Revised Code other than this chapter, no merger or
consolidation may occur pursuant to this section unless permitted
under the chapter of the Revised Code under which each domestic
constituent entity exists and the laws under which each foreign
constituent entity exists.
(B) Any written agreement of merger or consolidation of
constituent entities into a surviving or new domestic partnership
shall set forth all of the following:
(1) The name and the form of entity of each constituent
entity, the state under the laws of which each constituent entity
exists, and the name of the surviving or new domestic partnership;
(2) In the case of a merger, that one or more specified
constituent entities is being merged into a specified surviving
domestic partnership, and, in the case of a consolidation, that
the constituent entities are being consolidated into a new
domestic partnership;
(3) All statements and matters required to be set forth in an
agreement of merger or consolidation by the laws under which each
constituent entity exists;
(4) In the case of a consolidation, the partnership agreement
of the new domestic partnership or a provision that the written
partnership agreement of a specified constituent partnership, a
copy of which partnership agreement shall be attached to the
agreement of consolidation, with any amendments that are set forth
in the agreement of consolidation, shall be
the agreement of
partnership of the new domestic partnership;
(5) In the case of a merger, any changes in the
partners of
the surviving domestic partnership and, in the case of
a
consolidation, the partners of the new domestic
partnership or a
provision specifying the partners of one
or more specified
constituent partnerships that constitute the
initial partners of
the new domestic partnership;
(6) The terms of the merger or consolidation, the mode of
carrying the terms into effect, and the manner and basis of
converting the interests or shares in the constituent entities
into, or exchanging the interests or shares in the constituent
entities for, any interests, evidences of indebtedness, other
securities, cash, rights, any other property, or any combination
of property of the surviving domestic partnership, the new
domestic partnership, or any other entity. No such conversion or
exchange shall be effected if there are reasonable grounds to
believe that the conversion or exchange would render the surviving
or new domestic partnership unable to pay its obligations as they
become due in the usual course of its affairs.
(C) The written agreement of merger or consolidation of
constituent entities into a surviving or new domestic partnership
may set forth any of the following:
(1) The effective date of the merger or consolidation, which
date may be on or after the date of the filing of the certificate
of merger or consolidation;
(2) A provision authorizing one or more of the constituent
entities to abandon the proposed merger or consolidation prior to
filing the certificate of merger or consolidation pursuant to
section 1776.70 of the Revised Code by action of the partners of a
constituent partnership, the directors of a constituent
corporation, or the comparable representatives of any other
constituent entity;
(3) In the case of a merger, any amendments to the
partnership agreement of the surviving domestic partnership, or a
provision that the written partnership agreement of a specified
constituent partnership other than the surviving domestic
partnership, with any amendments that are set forth in the
agreement of merger, shall be the partnership agreement of the
surviving domestic partnership;
(4) A statement of, or a statement of the method of
determining, the fair value of the assets to be owned by the
surviving domestic partnership;
(5) The parties to the agreement of merger or consolidation
in addition to the constituent entities;
(6) Any additional provision necessary or desirable with
respect to the proposed merger or consolidation.
(D) To effect the merger or consolidation, the agreement of
merger or consolidation shall be adopted by the partners of each
constituent domestic partnership, including the surviving domestic
partnership in the case of a merger, and shall be adopted by or
otherwise authorized by or on behalf of each other constituent
entity in accordance with the laws under which it exists.
(E) All partners, whether or not they are entitled to vote or
act, shall be given written notice of any meeting of the
partners
of a constituent domestic partnership or of any proposed
action
by the partners of a constituent domestic
partnership, which
meeting or action is to adopt an agreement of
merger or
consolidation. The notice shall be given either by mail
at the
address on the records of the partnership or in person.
Unless
the partnership agreement provides a shorter or longer
period,
the notice shall be given not less than seven and not more
than
sixty days before the meeting or the effective date of the
action. The notice shall be accompanied by a copy or a summary of
the material provisions of the agreement of merger or
consolidation.
(F)(1) The unanimous vote or action of the partners or such
different number or proportion as provided in writing in the
partnership agreement is required to adopt an agreement of merger
or consolidation pursuant to this section. If the agreement of
merger or consolidation would effect or authorize any action that
under any applicable provision of law or the partnership agreement
could be effected or authorized only pursuant to a specified vote
or action of the partners, or of any class or group of partners,
the same vote or action as required to effect that change or
authorize that action is required to adopt or approve the
agreement of merger or consolidation.
(2) An agreement of merger or consolidation is not effective
against a person who would continue to be or who would become a
general partner of a partnership that is the surviving or new
entity in a merger or consolidation unless that person
specifically agrees in writing either to continue or to become, as
the case may be, a general partner of the partnership that is the
surviving or new entity.
(G)(1) At any time before the filing of the certificate of
merger or consolidation pursuant to section 1776.70 of the Revised
Code, if the agreement of merger or consolidation so authorizes,
the partners of any constituent partnership, the directors of any
constituent corporation, or the comparable representatives of any
other constituent entity may abandon the merger or consolidation
by the same vote or action as was required to adopt the agreement
of merger or consolidation.
(2) The agreement of merger or consolidation may contain a
provision authorizing less than all of the partners of any
constituent partnership, the directors of any constituent
corporation, or the comparable representatives of any other
constituent entity to amend the agreement of merger or
consolidation at any time before the filing of the certificate of
merger or consolidation, except that, after the adoption of the
agreement of merger or consolidation by the partners of any
constituent domestic partnership, only with the approval of all of
the partners may an agreement of merger or consolidation be
amended to do any of the following:
(a) Alter or change the amount or kind of interests, shares,
evidences of indebtedness, other securities, cash, rights, or any
other property to be received by partners of the constituent
domestic partnership in conversion of, or in exchange for, their
interests;
(b) Alter or change any term of the partnership agreement of
the surviving or new domestic partnership, except for alterations
or changes that could be adopted by those partners by the terms of
the partnership agreement of the surviving or new domestic
partnership as would be in effect after the merger or
consolidation;
(c) Alter or change any other terms and conditions of the
agreement of merger or consolidation if any of the alterations or
changes, alone or in the aggregate, would materially adversely
affect the partners or any class or group of partners of the
constituent domestic partnership.
(H) As used in this section and sections 1776.69 to 1776.79
of the Revised Code, "general partner" means either of the
following:
(1) A partner in a partnership that is not a limited
liability partnership;
(2) A general partner in a limited partnership.
Sec. 1776.69. (A) Pursuant to a written agreement of merger
or consolidation between the constituent entities as this section
provides, a domestic partnership and one or more additional
domestic or foreign entities may merge into a surviving entity
other than a domestic partnership, or a domestic partnership
together with one or more additional domestic or foreign entities
may consolidate into a new entity, other than a domestic
partnership, that is formed by the consolidation. No merger or
consolidation may be carried out pursuant to this section unless
it is permitted by the Revised Code chapter under which each
domestic constituent entity exists and by the laws under which
each foreign constituent entity exists.
(B) Any written agreement of any merger or consolidation
shall set forth all of the following:
(1) The name and the form of entity of each constituent
entity and the state under the laws of which each constituent
entity exists;
(2) In the case of a merger, that one or more specified
constituent domestic partnerships and other specified constituent
entities will be merged into a specified surviving foreign entity
or surviving domestic entity other than a domestic partnership,
or, in the case of a consolidation, that the constituent entities
will be consolidated into a new foreign entity or a new domestic
entity other than a domestic partnership;
(3) If the surviving or new entity is a foreign partnership,
all statements and matters that section 1776.68 of the Revised
Code would require if the surviving or new entity were a domestic
partnership;
(4) The name and the form of entity of the surviving or new
entity, the state under the laws of which the surviving entity
exists or the new entity is to exist, and the location of the
principal office of the surviving or new entity;
(5) Any additional statements and matters required to be set
forth in an agreement of merger or consolidation by the laws under
which each constituent entity exists and, in the case of a
consolidation, the new entity is to exist;
(6) If the surviving or new entity is a foreign entity, the
consent of the surviving or new foreign entity to be sued and
served with process in this state and the irrevocable appointment
of the secretary of state as its agent to accept service of
process in any proceeding in this state to enforce against the
surviving or new foreign entity any obligation of any constituent
domestic partnership or to enforce the rights of a dissenting
partner of any constituent domestic partnership;
(7) If the surviving or new entity is a foreign corporation
that desires to transact business in this state as a foreign
corporation, a statement to that effect, together with a statement
regarding the appointment of a statutory agent and service of any
process, notice, or demand upon that statutory agent or the
secretary of state, as required when a foreign corporation applies
for a license to transact business in this state;
(8) If the surviving or new entity is a foreign limited
partnership that desires to transact business in this state as a
foreign limited partnership, a statement to that effect, together
with all of the information required under section 1782.49 of the
Revised Code when a foreign limited partnership registers to
transact business in this state;
(9) If the surviving or new entity is a foreign limited
liability company that desires to transact business in this state
as a foreign limited liability company, a statement to that
effect, together with all of the information required under
section 1705.54 of the Revised Code when a foreign limited
liability company registers to transact business in this state;
(10) If the surviving or new entity is a foreign limited
liability partnership that desires to transact business in this
state as a foreign limited liability partnership, a statement to
that effect, together with all of the information required under
section 1776.86 of the Revised Code when a foreign limited
liability partnership registers to transact business in this
state.
(C) The written agreement of merger or consolidation also may
set forth any additional provision permitted by the laws of any
state under the laws of which any constituent entity exists,
consistent with the laws under which the surviving entity exists
or the new entity is to exist.
(D) To effect the merger or consolidation, the partners of
each constituent domestic partnership shall adopt an agreement of
merger or consolidation in the same manner and with the same
notice to and vote or action of partners or of a particular class
or group of partners as section 1776.68 of the Revised Code
requires. The agreement of merger or consolidation also shall be
approved or otherwise authorized by or on behalf of each
constituent entity in accordance with the laws under which it
exists. An agreement of merger or consolidation is not effective
against a person who would continue to be or who would become a
general partner of an entity that is the surviving or new
entity
in a merger or consolidation unless that person
specifically
agrees in writing either to continue or to become, as
the case
may be, a general partner of the surviving or new entity.
(E)(1) At any time before filing the certificate of merger or
consolidation pursuant to section 1776.70 of the Revised Code, if
the agreement of merger or consolidation permits, the partners of
any constituent partnership, the directors of any constituent
corporation, or the comparable representatives of any other
constituent entity may abandon the merger or consolidation.
(2) The agreement of merger or consolidation may authorize
less than all of the partners of any constituent partnership, the
directors of any constituent corporation, or the comparable
representatives of any other constituent entity to amend the
agreement of merger or consolidation at any time before the filing
of the certificate of merger or consolidation, except that, after
the adoption of the agreement of merger or consolidation by the
partners of any constituent domestic partnership, only with the
approval of all the partners may any agreement of merger or
consolidation be amended to do any of the following:
(a) Alter or change the amount or kind of interests, shares,
evidences of indebtedness, other securities, cash, rights, or any
other property to be received by partners of the constituent
domestic partnership in conversion of or in exchange for their
interests;
(b) If the surviving or new entity is a partnership, alter or
change any term of the partnership agreement of the surviving or
new partnership, except for alterations or changes that could be
adopted by those partners by the terms of the partnership
agreement of the surviving or new partnership as would be in
effect after the merger or consolidation;
(c) If the surviving or new entity is a corporation or any
other entity other than a partnership, alter or change any term of
the articles or comparable instrument of the surviving or new
corporation or entity, except for alterations or changes that
otherwise could be adopted by the directors or comparable
representatives of the surviving or new corporation or entity;
(d) Alter or change any other terms and conditions of the
agreement of merger or consolidation if any of the alterations or
changes, alone or in the aggregate, would materially adversely
affect the partners or any class or group of partners of the
constituent domestic partnership.
Sec. 1776.70. (A) Upon the adoption by each constituent
entity of an agreement of merger or consolidation pursuant to
section 1776.68 or 1776.69 of the Revised Code, the resulting
entity shall file a certificate of merger or consolidation with
the secretary of state, unless the only constituent entities that
are
domestic entities are partnerships, and in the case of a
consolidation, the resulting entity is a domestic partnership, in
which case the filing
of a certificate of merger or consolidation
is optional. Any
certificate shall be
on a form the secretary of
state prescribes,
signed by an
authorized representative of each
constituent
entity, and set
forth only the information this
section requires.
(B)(1) The certificate of merger or consolidation shall set
forth all of the following:
(a) The name and the form of entity of each constituent
entity and the state under the laws of which each constituent
entity exists;
(b) A statement that each constituent entity has complied
with all of the laws under which it exists and that the laws
permit the merger or consolidation;
(c) The name and mailing address of the person or entity that
is to provide, in response to any written request made by a
shareholder, partner, or other equity holder of a constituent
entity, a copy of the agreement of merger or consolidation;
(d) The effective date of the merger or consolidation, which
date shall be on or after the date of the filing of the
certificate;
(e) The signature of the representative or representatives
authorized to sign the certificate on behalf of each constituent
entity and the office held or the capacity in which the
representative is acting;
(f) A statement that the agreement of merger or consolidation
is authorized on behalf of each constituent entity and that each
person who signed the certificate on behalf of each entity is
authorized to do so;
(g) In the case of a merger, a statement that one or more
specified constituent entities will be merged into a specified
surviving entity or, in the case of a consolidation, a statement
that the constituent entities will be consolidated into a new
entity;
(h) The name and form of the surviving entity in the case of
a merger or the name and form of the new entity in the case of a
consolidation;
(i) In the case of a merger, if the surviving entity is a
foreign entity not licensed to transact business in this state,
the name and address of the statutory agent upon whom any process,
notice, or demand may be served;
(j) In the case of a consolidation, the name and address of
the statutory agent upon whom any process, notice, or demand
against any constituent entity or the new entity may be served.
(2) In the case of a consolidation into a new domestic
corporation, limited liability company, or limited partnership,
the articles of incorporation, the articles of organization, or
the certificate of limited partnership of the new domestic entity
shall be filed with the certificate of consolidation.
(3) In the case of a merger into a domestic corporation,
limited liability company, or limited partnership, any amendments
to the articles of incorporation, articles of organization, or
certificate of limited partnership of the surviving domestic
entity shall be filed with the certificate of merger.
(4) If the surviving or new entity is a foreign entity that
desires to transact business in this state as a foreign
corporation, limited liability company, limited partnership, or
limited liability partnership, the certificate of merger or
consolidation shall be accompanied by the information required by
division (B)(7), (8), (9), or (10) of section 1776.69 of the
Revised Code.
(5) If a domestic corporation or a foreign corporation
licensed to transact business in this state is a constituent
entity and the surviving or new entity resulting from the merger
or consolidation is not a domestic corporation or a foreign
corporation that is to be licensed to transact business in this
state, the certificate of merger or consolidation shall be
accompanied by the affidavits, receipts, certificates, or other
evidence required by division (H) of section 1701.86 of the
Revised Code, with respect to each domestic constituent
corporation, and by the affidavits, receipts, certificates, or
other evidence required by division (C) or (D) of section 1703.17
of the Revised Code, with respect to each foreign constituent
corporation licensed to transact business in this state.
(C) If any constituent entity in a merger or consolidation is
organized or formed under the laws of a state other than this
state or under any chapter of the Revised Code other than this
chapter, there also shall be filed in the proper office all
documents that are required to be filed in connection with the
merger or consolidation by the laws of that state or by that
chapter.
(D)(1) Upon the filing of a certificate of merger or
consolidation and other filings as described in division (C) of
this section, or at any later date that the certificate of merger
or consolidation specifies, the merger or consolidation is
effective, subject to the limitation specified in division (B)(6)
of section 1776.68 of the Revised Code.
(2) If domestic partnerships are the only domestic entities
that are constituent entities or the resulting entity in a merger
or consolidation, and the agreement of merger or consolidation
provides for a means of determining when the merger becomes
effective, other than based upon the filing of a certificate of
merger, the merger becomes effective at the time determined in
accordance with the agreement of merger or consolidation.
(E)(1) Upon request and payment of the fee division (K)(2) of
section 111.16 of the Revised Code specifies, the secretary of
state shall furnish a certificate setting forth the name and form
of entity of each constituent entity and the states under the laws
of which each constituent entity existed prior to the merger or
consolidation, the name and the form of entity of the surviving or
new entity and the state under the laws of which the surviving
entity exists or the new entity is to exist, the date of filing of
the certificate of merger or consolidation with the secretary of
state, and the effective date of the merger or consolidation.
(2) The certificate of the secretary of state, or a copy of
the certificate of merger or consolidation certified by the
secretary of state, may be filed for record in the office of the
recorder of any county in this state and, if filed, shall be
recorded in the records of deeds for that county. For that
recording, the county recorder shall charge and collect the same
fee as in the case of deeds.
Sec. 1776.71. (A) When a merger or consolidation becomes
effective, all of the following apply:
(1) The separate existence of each constituent entity other
than the surviving entity in a merger shall cease, except that
whenever a conveyance, assignment, transfer, deed, or other
instrument or act is necessary to vest property or rights in the
surviving or new entity, the partners, officers, or other
authorized representatives of the respective constituent entities
shall execute, acknowledge, and deliver those instruments and do
those acts. For these purposes, the existence of the constituent
entities and the authority of their respective partners, officers,
directors, or other representatives continue notwithstanding the
merger or consolidation.
(2) In a consolidation, the new entity exists when the
consolidation becomes effective. If the new entity is a domestic
partnership, its original partnership agreement is the written
partnership agreement that is contained in or provided for in the
agreement of consolidation.
(3) In a merger in which the surviving entity is a
partnership, the written partnership agreement of the surviving
partnership that is in effect immediately prior to the time the
merger becomes effective is its partnership agreement after the
merger except as otherwise provided in the agreement of merger.
(4) The surviving or new entity possesses all of the
following, and all of the
following are vested in the surviving
or new entity without any further act or deed:
(a) Except to the extent limited by the mandatory provisions
of applicable law:
(i) All assets and property of every description of each
constituent entity, and every interest in the assets and property
of each constituent entity, wherever the assets, property, and
interests are located. Title to any real estate or any interest in
real estate that was vested in any constituent entity does not
revert and is not in any way impaired by reason of the merger or
consolidation.
(ii) The rights, privileges, immunities, powers, franchises,
and authority, whether of a public or private nature, of each
constituent entity.
(b) All obligations belonging to or due to each constituent
entity.
(5) The surviving or new entity is liable for all the
obligations of each constituent entity, including liability to
dissenting partners, dissenting shareholders, or other dissenting
equity holders. Any claim existing or any action or proceeding
pending by or against any constituent entity may be prosecuted to
judgment with right of appeal as if the merger or consolidation
had not taken place, or the surviving or new entity may be
substituted in place of any constituent entity.
(6) All the rights of creditors of each constituent entity
are preserved unimpaired, and all liens upon the property of any
constituent entity are preserved unimpaired, on only the property
affected by those liens immediately before the effective date of
the merger or consolidation. When a partner of a constituent
partnership is not a general partner of the entity surviving or
the new entity resulting from the merger or consolidation, the
former partner is deemed to have dissociated as of that
effective
date of the merger or consolidation and the former partner's
liability to third parties is determined in
accordance with
section 1776.56 of the Revised Code. The filing of
a certificate
of merger or consolidation from which it is clear that the former
partner is not a general partner of the surviving or new entity
has the effect
provided by the filing of a statement of
dissociation as provided
in section 1776.57 of the Revised Code.
(B) When a partner of a constituent partnership is
not a
general partner of the entity surviving or the new entity
resulting from the merger or consolidation, unless that
partner
agrees otherwise in writing, the surviving or new entity
shall
indemnify the partner against all present or future
liabilities
of the constituent partnership of which the
partner was a
partner. Any amount payable pursuant to
section 1776.77 of the
Revised Code to a partner of the
constituent partnership in which
that partner was a
partner is a present liability of that
constituent partnership.
(C) In the case of a merger of a constituent domestic
partnership into a foreign surviving corporation, limited
liability company, limited partnership, or limited liability
partnership that is not licensed or registered to transact
business in this state, or a consolidation of a constituent
domestic partnership into a new foreign corporation, limited
liability company, limited partnership, or limited liability
partnership when the surviving or new entity intends to transact
business in this state and the certificate of merger or
consolidation is accompanied by the information described in
division (B)(4) of section 1776.70 of the Revised Code, then on
the effective date of the merger or consolidation the surviving or
new entity shall be considered to have complied with the
requirements for procuring a license or for registration to
transact business in this state as a foreign corporation, limited
liability company, limited partnership, or limited liability
partnership, as the case may be. In
such a case, a copy of the
certificate of merger or consolidation
certified by the secretary
of state constitutes the license
certificate prescribed for a
foreign corporation or the
application for registration
prescribed for a foreign limited
liability company or foreign
limited partnership.
(D) Any action to set aside any merger or consolidation on
the ground that any section of the Revised Code applicable to the
merger or consolidation has not been complied with shall be
brought within ninety days after the effective date of the merger
or consolidation or forever be barred.
(E) When an entity is organized or existing under the laws of
any state other than this state, this section is subject to the
laws of that state or the state in which the entity has property.
Sec. 1776.72. (A) Subject to division (B)(2) of this section,
pursuant to a written declaration of conversion as provided in
this section, a domestic or foreign entity other than a domestic
partnership may be converted into a domestic partnership if that
conversion is permitted by any section of the Revised Code or the
laws under which the converting entity exists.
(B)(1) The written declaration of conversion shall set forth
all of the following:
(a) The name and form of entity that is being converted, the
name of the entity into which the entity is being converted, and
the jurisdiction of formation of the converting entity;
(b) If the converted entity is a limited liability
partnership, the converted entity's registration application;
(c) The partnership agreement of the converted domestic
partnership or a provision that the written agreement of the
converting entity, a copy of which shall be attached to the
declaration of conversion, with any amendments that are set forth
in the declaration of conversion, is the agreement of the
resulting converted domestic partnership;
(d) The partners of the converted partnership;
(e) All statements and matters required to be set forth in an
instrument of conversion by the laws under which the converting
entity exists;
(f) The terms of the conversion, the mode of carrying those
terms into effect, and the manner and basis of converting the
interests or shares of the converting entity into, or exchanging
the interests or shares in the converting entity for, interests,
evidences of indebtedness, other securities, cash, rights, or any
other property or any combination of interests, evidences of
indebtedness, other securities, cash, rights, or any other
property of the converted partnership.
(2) No conversion or exchange described in this section shall
be effected if there are reasonable grounds to believe that the
conversion or exchange would render the converted partnership
unable to pay its obligations as they become due in the usual
course of its affairs.
(C) The written declaration of conversion may set forth any
of the following:
(1) The effective date of the conversion, to be on or after
the date of the filing of the certificate of conversion pursuant
to section 1776.74 of the Revised Code;
(2) A provision authorizing the converting entity to abandon
the proposed conversion by an action that is taken prior to the
filing of the certificate of conversion pursuant to section
1776.74 of the Revised Code;
(3) A statement of, or a statement of the method to be used
to determine, the fair value of the assets owned by the converting
entity at the time of the conversion;
(4) The parties to the declaration of conversion in addition
to the converting entity;
(5) Any additional provision necessary or desirable with
respect to the proposed conversion or the converted entity.
(D) At any time before the filing of the certificate of
conversion pursuant to section 1776.74 of the Revised Code, the
conversion may be abandoned by any representatives authorized to
do so by the declaration of conversion, or by the same vote as was
required to adopt the declaration of conversion.
(E) Unless the converted entity is a limited liability
partnership, each person that will be a partner of the partnership
that is the converted entity specifically shall agree in writing
to be a partner in the partnership that is the converted entity.
Sec. 1776.73. (A) Except as otherwise provided in division
(B)(2) of this section, a domestic partnership may be converted
into a domestic or foreign entity other than a domestic
partnership pursuant to a written declaration of conversion as
this section provides if that conversion is permitted by the
chapter of the Revised Code or by the laws under which the
converted entity will exist.
(B)(1) The written declaration of conversion shall set forth
all of the following:
(a) The name and form of entity that is being converted, the
name of the entity into which the entity will be converted, the
form of the converted entity, and the jurisdiction of formation of
the converted entity;
(b) If the converted entity is a domestic entity, the
complete terms of all documents required under the applicable
chapter of the Revised Code to form the converted entity;
(c) If the converted entity is a foreign entity, all of the
following:
(i) The complete terms of all documents required under the
law governing the converted entity's formation;
(ii) The consent of the converted entity to be sued and
served
with process in this state, and the irrevocable
appointment of the
secretary of state as the agent of the
converted entity to accept
service of process in this state to
enforce against the converted
entity any obligation of the
converting partnership or to enforce
the rights of a dissenting
partner of the converting partnership;
(iii) If the converted entity desires to transact business in
this state, the information required to qualify or be licensed
under the applicable chapter of the Revised Code.
(d) All other statements and matters required to be set forth
in the declaration of conversion by the applicable chapter of the
Revised Code if the converted entity is a domestic entity, or by
the laws under which the converted entity will be formed, if the
converted entity is a foreign entity;
(e) The terms of the conversion, the mode of carrying those
terms into effect, and the manner and basis of converting the
interests of shares of the converting partnership into, or
exchanging the interests in the converting partnership for,
interests, evidences of indebtedness, other securities, cash,
rights, or any other property or any combination of interests,
evidences of indebtedness, other securities, cash, rights, or any
other property of the converted entity.
(2) No conversion or exchange described in this section shall
be effected if there are reasonable grounds to believe that the
conversion or exchange would render the converted entity unable to
pay its obligations as the obligations become due in the usual
course of its affairs.
(C) The written declaration of conversion may set forth any
of the following:
(1) The effective date of the conversion, to be on or after
the filing date of the certificate of conversion pursuant to
section 1776.74 of the Revised Code;
(2) A provision authorizing the converting partnership to
abandon the proposed conversion by an action of the partners of
the converting partnership that is taken prior to filing the
certificate of conversion pursuant to section 1776.74 of the
Revised Code;
(3) A statement of, or a statement of the method to be used
to determine, the fair value of the assets owned by the converting
partnership at the time of the conversion;
(4) A listing of the parties to the declaration of
conversion, in addition to the converting entity;
(5) Any additional provision necessary or desirable with
respect to the proposed conversion or the converted entity.
(D) No declaration of conversion is effective unless adopted
by the partners.
(E)(1) Each partner, whether or not entitled to vote or act,
shall be given written notice of any meeting of partners of a
partnership or any proposed action by the partners that is to
adopt a declaration of conversion. The notice shall be given to
the partners either as provided in writing in the partnership
agreement, by mail at the address of each partner as it appears on
the records of the partnership, or in person. Unless the
partnership agreement provides a shorter or longer period, notice
shall be given not less than seven nor more than sixty days before
the meeting or the effective date of the action.
(2) A copy or a summary of the material provisions of the
declaration of conversion shall accompany the notice described in
division (E)(1) of this section.
(F) The unanimous vote or action of the partners of a
converting partnership, or a different number or proportion as
provided in writing in the partnership agreement, is required to
adopt a declaration of conversion. If the declaration of
conversion would effect or authorize any action that under any
applicable law or the partnership agreement could be effected or
authorized only pursuant to a specified vote or action of the
partners or a class or group of partners, the same vote or action
as would be required to effect that change or authorize that
action is necessary to adopt or approve the declaration of
conversion.
(G)(1) At any time before the filing of the certificate of
conversion pursuant to section 1776.74 of the Revised Code, the
conversion may be abandoned by all of the partners of the
converting partnership or by any representatives authorized to do
so by the declaration of conversion, or by the same vote as was
required to adopt the declaration of conversion.
(2) The declaration of conversion may contain a provision
authorizing less than all of the partners to amend the declaration
of conversion at any time before the filing of the certificate of
conversion pursuant to section 1776.74 of the Revised Code, except
that after the partners adopt the declaration of conversion,
approval of all of the partners is necessary to amend the
declaration of conversion to do any of the following:
(a) Alter or change the amount or kind of interests, shares,
evidences of indebtedness, other securities, cash, rights, or any
other property to be received by the partners of the converting
partnership in conversion of, or exchange for, their interests;
(b) Alter or change any term of the organizational documents
of the converted entity except for alterations or changes that are
adopted with the vote or action of the persons the vote or action
of which would be required for the alteration or change after the
conversion;
(c) Alter or change any other terms and conditions of the
declaration of conversion if any of the alterations or changes,
alone or in the aggregate, materially and adversely would affect
the partners or any class or group of partners of the converting
partnership.
Sec. 1776.74. (A) Upon the adoption of a declaration of
conversion pursuant to section 1776.72 or 1776.73 of the Revised
Code, or at a later time as authorized by the declaration of
conversion, a certificate of conversion that is signed by an
authorized representative of the converting entity shall be filed
by the authorized representative with the secretary of state. The
certificate shall be on a form prescribed by the secretary of
state and shall set forth only the information required by this
section.
(B)(1) The certificate of conversion shall set forth all of
the following:
(a) The name and the form of entity of the converting entity
and the state under the laws of which the converting entity
exists;
(b) A statement that the converting entity has complied with
all of the laws under which it exists and that those laws permit
the conversion;
(c) The name and mailing address of the person or entity that
is to provide a copy of the declaration of conversion in response
to any written request made by a shareholder, partner, or member
of the converting entity;
(d) The effective date of the conversion, which date may be
on or after the date of the filing of the certificate pursuant to
this section;
(e) The signature of the representative or representatives
authorized to sign the certificate on behalf of the converting
entity and the office held or the capacity in which the
representative is acting;
(f) A statement that the declaration of conversion is
authorized on behalf of the converting entity and that each person
who has signed the certificate on behalf of the converting entity
is authorized to do so;
(g) The name and the form of the converted entity and the
state under the laws of which the converted entity will exist;
(h) If the converted entity is a foreign entity that will not
be licensed in this state, the name and address of the statutory
agent upon whom any process, notice, or demand may be served.
(2) In the case of a conversion into a new domestic
corporation, limited liability company, limited partnership, or
other partnership, any organizational document that would be filed
upon the creation of the converted entity shall be filed with the
certificate of conversion.
(3) If the converted entity is a foreign entity that desires
to transact business in this state, the certificate of conversion
shall be accompanied by the information required by division
(B)(7), (8), (9), or (10) of section 1776.69 of the Revised Code.
(4) If a domestic corporation or a foreign corporation
licensed to transact business in this state is the converting
entity, the certificate of conversion shall be accompanied by the
affidavits, receipts, certificates, or other evidence required by
division (H) of section 1701.86 of the Revised Code with respect
to a converting domestic corporation, or by the affidavits,
receipts, certificates, or other evidence required by division (C)
or (D) of section 1703.17 of the Revised Code with respect to a
foreign corporation.
(C) If the converting entity or the converted entity is
organized or formed under the laws of a state other than this
state or under any chapter of the Revised Code other than this
chapter, all documents required to be filed in connection with the
conversion by the laws of that state or that chapter also shall be
filed in the proper office.
(D) Upon the filing of a certificate of conversion and other
filings required by division (C) of this section, or at any later
date that the certificate of conversion specifies, the conversion
is effective, subject to the limitation that no conversion shall
be effected if there are reasonable grounds to believe that the
conversion would render the converted entity unable to pay its
obligations as the obligations become due in the usual course of
the converted entity's affairs.
(E) Upon request and payment of the fee specified in division
(K)(2) of section 111.16 of the Revised Code, the secretary of
state shall furnish a certificate setting forth all of the
following:
(1) The name and form of entity of the converting entity and
the state under the laws of which it existed prior to the
conversion;
(2) The name and the form of entity of the converted entity
and the state under the law of which it will exist;
(3) The date of filing of the certificate of conversion with
the secretary of state and the effective date of the conversion.
(F) The certificate of the secretary of state or a copy of
the certificate of conversion certified by the secretary of state,
may be filed for record in the office of the recorder of any
county in this state and, if filed, shall be recorded in the
records of deeds for that county. For the recording, the county
recorder shall charge and collect the same fee as in the case of
deeds.
Sec. 1776.75. (A) Upon a conversion becoming effective, all
of the following apply:
(1) The converting entity is continued in the converted
entity.
(2) The converted entity exists, and the converting entity
ceases to exist.
(3) The converted entity possesses both of the following and
both of the following continue in the converted entity without any
further act or deed:
(a) Except to the extent limited by requirements of
applicable law, both of the following:
(i) All assets and property of every description of the
converting entity and every interest in the assets and property of
the converting entity, wherever the assets, property, and
interests are located. Title to any real estate or any interest in
real estate that was vested in the converting entity does not
revert or in any way is impaired by reason of the conversion.
(ii) The rights, privileges, immunities, powers, franchises,
and authority, whether of a public or a private nature, of the
converting entity.
(b) All obligations belonging or due to the converting
entity.
(4) All the rights of creditors of the converting entity are
preserved unimpaired, and all liens upon the property of the
converting entity are preserved unimpaired. A partner of a
converting partnership who is not a general partner of the
converted entity is not liable for any obligation incurred after
the conversion except for either of the following:
(a) If the converted entity is a partnership, to the extent
that a creditor of the converting partnership extends credit to
the converted entity, reasonably believing that the former
partner is a general partner of the converted entity;
(b) If the converted entity is not a partnership then to the
extent provided in division (B) of section 1776.56 of the Revised
Code, deeming for purposes of this division that a certificate of
conversion constitutes a statement of dissociation under section
1776.57 of the Revised Code.
(B) If a partner of a converting partnership is not a
general partner of the converted entity, unless that
partner
agrees otherwise in writing, the converted entity shall
indemnify
the partner against all present or future
liabilities of the
converting partnership of which the
partner was a partner.
Liabilities of the converting
partnership, for purposes of this
division, include
any amount payable pursuant to section
1776.77
of the Revised Code
to a partner of the converting
partnership.
(C) In the case of a conversion into a foreign
corporation,
limited liability company, limited partnership, or limited
liability
partnership that
is not licensed or registered to
transact
business in this state,
if the converted entity intends
to
transact business in this
state and the certificate of
conversion
is accompanied by the
information described in
division (B)(4) of
section 1776.70 of
the Revised Code, on the
effective date of the
conversion the
converted entity is
considered to have complied
with the
requirements for procuring
a license or registration to
transact
business in this state as
a foreign corporation, limited
liability company, limited
partnership, or limited liability
partnership as the case may be.
A copy of the certificate of
conversion certified by the
secretary of state constitutes the
license certificate prescribed
for a foreign corporation or the
application for registration
prescribed for a foreign limited
liability company, foreign
limited partnership, or foreign limited
liability partnership.
(D) Any action to set aside a conversion on the grounds of
noncompliance with a section of the Revised Code that is
applicable to the conversion shall be forever barred unless that
action is brought within ninety days after the effective date of
the
conversion.
(E) In the case of a converting or converted entity organized
or existing under the laws of any state other than this state,
this section is subject to the laws of the state under which that
entity exists or in which it has property.
Sec. 1776.76. (A) Unless otherwise provided in writing in the
partnership agreement of a constituent domestic partnership, all
of the following are entitled to relief as dissenting partners as
provided in section 1776.77 of the Revised Code:
(1) Partners of a domestic partnership that is being merged
or consolidated into a surviving or new entity, domestic or
foreign, pursuant to section 1776.68 or 1776.69 of the Revised
Code;
(2) In the case of a merger into a domestic partnership,
partners of the surviving domestic partnership who under section
1776.68 of the Revised Code are entitled to vote or act on the
adoption of an agreement of merger, but only as to the interests
so entitling them to vote or act.
(3) Partners of a domestic partnership that is converting
into a converted entity pursuant to section 1776.73 of the Revised
Code.
(B) Unless otherwise expressly agreed to in writing, a
general partner of any constituent partnership is liable to the
partners of the constituent partnership for any amount payable to
them pursuant to section 1776.77 of the Revised Code as if the
amount payable were an existing liability of the constituent
partnership at the time of the merger, consolidation, or
conversion.
Sec. 1776.77. (A) A partner of a domestic partnership is
entitled to relief as a dissenting partner with respect to the
proposals described in section 1776.76 of the Revised Code only as
this section provides.
(B)(1) When a proposal of merger, consolidation, or
conversion is
submitted to the partners at a meeting, a partner
may be a
dissenting partner only if that partner is a record
holder of the
partnership interests as to which the partner seeks
relief as of
the date fixed for the determination of partners
entitled to
notice of the meeting, and has not voted those
interests in favor
of the proposal.
(2) Not later than ten days after the date on which a vote on
a proposal for merger, consolidation, or conversion is taken at
the meeting of
the partners, a dissenting partner shall deliver
to the
partnership a written demand for payment of the fair cash
value of
the interests to which the dissenting partner seeks
relief. The
demand shall state the dissenting partner's address,
the number
and class of those interests, and the amount the
dissenting
partner claims as the fair cash value of the
interests.
(C)(1) If the proposal of merger, consolidation, or
conversion is
submitted to the partners for written approval or
other action
without a meeting, a partner may be a dissenting
partner only if
on the date the request for approval or action is
sent to the
partners entitled to act or approve the partner is a
record holder
of those interests of the partnership to which the
partner seeks
relief and the partner did not indicate approval of
the proposal
in the partner's capacity as a holder of those
interests.
(2) Not later than fifteen days after the date on which the
request for approval of or action on the proposal is sent to the
partners, the dissenting partner shall deliver to the partnership
a written demand for payment of the fair cash value of the
interests to which the partner seeks relief. The demand shall
state the dissenting partner's address, the number and class of
interests, and the amount the partner claims as the fair cash
value of those interests.
(D) In any merger or consolidation, a demand served on the
involved constituent domestic partnership constitutes
service on
the surviving entity or the new entity, whether that
demand is
served before, on, or after the effective date of the
merger or
consolidation. In any conversion, a demand served on the
converting domestic partnership constitutes service on the
converted entity, whether that demand is served before, on, or
after the effective date of the conversion.
(E)(1) When the interests as to which a dissenting partner
seeks
relief are represented by certificates, and the domestic
partnership sends the dissenting partner a request for
certificates representing those interests, within fifteen days
from the date on which the request is sent, the dissenting partner
shall deliver to the partnership the requested certificates. The
partnership shall endorse a legend on each certificate to the
effect that the partner has made a demand for the fair cash value
of the interests the certificate represents. The partnership
promptly shall return the endorsed certificates to the dissenting
partner.
(2) At the option of the partnership, the partnership may
terminate a partner's rights as a dissenting partner by sending a
written notice to the dissenting partner within twenty days after
the lapse of the fifteen-day period if the partner fails to
deliver the certificates, unless a court for good cause
shown
otherwise directs. A partnership's request pursuant to this
division is not
an admission that the holder of the interest is
entitled to relief
under this section.
(3) If an interest represented by a certificate that contains
a legend is transferred, each new certificate issued shall bear a
similar legend and the name of the original dissenting holder of
those interests.
(4) Upon receiving a demand for payment from a
dissenting
partner who is a record holder of uncertificated
interests, the
partnership shall make an appropriate notation of
the demand for
payment in its records. When an uncertificated interest for which
a dissenting
partner demands payment is to be transferred, any
writing to
evidence that transfer shall bear the legend required
for
certificated interests as this section provides.
(5) A transferee of interests who receives an endorsed
certificate or an uncertificated interest with a notation acquires
only those rights in the partnership as the original partner
holding those interests had immediately after the service of a
demand for payment of the fair cash value of the interests.
(F) Unless the partnership agreement of the constituent
domestic partnership provides a reasonable basis for determining
and paying the fair cash value of the interests for which a
dissenting partner seeks relief, or unless the partnership and the
dissenting partner have come to an agreement on the fair cash
value of the interests, the dissenting partner or the partnership,
which may be the surviving or new entity in the case of a merger
or consolidation, or the converted entity in the case of a
conversion, within ninety days after the service of the dissenting
partner's demand, may file a complaint under section 1776.78 of
the Revised Code in the court of common pleas of the county in
which the principal office of the partnership that issued the
interests is located or was located when the partners adopted the
proposal of merger, consolidation, or conversion. The complaint
shall be filed in the court of common pleas of Franklin county if
the domestic partnership does not have, or did not have at the
time of the demand, its principal office in this state.
Other dissenting partners, within that ninety-day period, may
join as plaintiffs or may be joined as defendants, and any two or
more proceedings may be consolidated.
(G) The right and obligation of a dissenting partner to
receive fair cash value and to sell the interests to which the
dissenting partner seeks relief, and the right and obligation of
the domestic partnership to purchase those interests and to pay
the fair cash value of them, terminate under any of the following
circumstances:
(1) The dissenting partner does not comply with this section,
unless the partnership waives that failure.
(2) The partnership abandons the merger, consolidation, or
conversion or is finally enjoined or prevented from carrying it
out, or the partners rescind their adoption or approval of the
merger, consolidation, or conversion.
(3) The dissenting partner withdraws the demand, with the
consent of the partnership.
(4) The partnership agreement does not provide a reasonable
basis for determining and paying the dissenting partner the fair
cash value of the dissenting partner's interest, the partnership
and the dissenting partner have not agreed upon the fair cash
value of the interest, and neither the dissenting partner nor the
partnership has filed or joined in a complaint under division (F)
of this section within the period that division provides.
(H)(1) Unless otherwise provided in the partnership
agreement, from the time the dissenting partner gives a demand
until either the termination of the rights and obligations arising
from it or the purchase of the interests by the partnership, all
other rights accruing from those interests, including voting or
distribution rights, are suspended. If, during the suspension, any
distribution is paid in money upon interests of that class, or any
dividend, distribution, or interest is paid in money upon any
securities issued in extinguishment of, or in substitution for,
that interest, the holder of record shall be paid as a credit upon
the fair cash value of the interests an amount equal to the
dividend, distribution, or interest that would have been payable
upon those interests or securities, if not for the suspension.
(2) If the right to receive the fair cash value is terminated
other than by the purchase of the interests by the partnership,
all rights of the dissenting partner shall be restored and all
distributions that would have been made if not for the suspension
shall be made to the holder of record of the interests at the time
of termination.
Sec. 1776.78. (A)(1) When authorized by division (F) of
section 1776.77 of the Revised Code, a dissenting partner or a
partnership may file a complaint under this section demanding the
relief this section describes. Any complaint shall contain a brief
statement of the facts, including the vote or action by the
partners and the facts entitling the dissenting partner to the
relief demanded. No answer to a complaint is required. Upon the
filing of a complaint, the court, on motion of the petitioner,
shall enter an order fixing a date for a hearing and require a
copy of the complaint, a notice of the filing, and the date for
the hearing be given to the respondent or defendant pursuant to
the Rules of Civil Procedure.
(2) On the date fixed for the hearing, the court shall
determine from the complaint and from evidence either party
submits whether the dissenting partner is entitled to be paid the
fair cash value of any interests and, if so, the number and class
of those interests. The court may appoint one or more persons as
appraisers to receive evidence and to recommend a decision on the
amount of the fair cash value if the court finds that the
dissenting partner is entitled to the payment of the fair cash
value of
interests. The appraisers have the power and authority
as the
order of their appointment specifies. The court shall make
a
finding as to the fair cash value of the interests and shall
render judgment against the partnership for the payment of it,
with interest at a rate and from a date as the court considers
equitable.
(3) The court shall assess or apportion the costs of the
proceeding, including reasonable compensation to the appraisers to
be fixed by the court, as the court considers equitable. The
proceeding is a special proceeding and final orders in it may be
vacated, modified, or reversed on appeal pursuant to the rules of
appellate procedure and, to the extent not in conflict with those
rules, to Chapter 2505. of the Revised Code.
(4) If, during the pendency of any proceeding under this
section, a suit or proceeding is instituted to enjoin or otherwise
to prevent the carrying out of the action as to which the partner
has dissented, the proceeding instituted under this section shall
be stayed until the final determination of the other suit or
proceeding.
(5) Unless any provision of division (G) of section 1776.77
of the Revised Code applies, the fair cash value of the interests
that the parties agree upon under section 1776.77 of the Revised
Code or that the court fixes under this section shall be
paid
within thirty days after the date of final determination of
value
or the consummation of the merger, consolidation, or
conversion,
whichever occurs last, provided that in the case of
holders of
interests represented by certificates, payment shall be
made only
upon and simultaneously with the surrender to the
domestic
partnership of the certificates representing the
interests for
which the payment is made.
(B) If the proposal of merger, consolidation, or conversion
is submitted to the partners of the partnership for a vote at a
meeting, the fair cash value as to those partners shall be
determined as of the day before the day on which the vote is
taken. If the proposal is submitted to the partners for written
approval or other action, the fair cash value as to those partners
shall be determined as of the day prior to the day on which the
request for the approval or action is sent.
(C) The fair cash value of an interest for purposes of this
section is the amount that a willing seller who is under no
compulsion to sell would be willing to accept and that a willing
buyer who is under no compulsion to purchase would be willing to
pay. In no case shall the fair cash value paid to any partner
exceed the amount specified in that partner's demand. The
computation of the fair cash value shall exclude any appreciation
or depreciation in value resulting from the merger,
consolidation, or conversion.
Sec. 1776.79. When a domestic partnership is a constituent
entity to a merger or consolidation that has become effective, and
that domestic partnership is not the surviving or resulting entity
of the merger or consolidation, or a domestic partnership is the
converting entity in a conversion, a judgment creditor of a
partner of that domestic partnership shall not levy execution
against the assets of the partner to satisfy a judgment based on a
claim against the surviving or resulting entity of the merger,
consolidation, or conversion unless any of the following applies:
(A) The claim is for an obligation of the domestic
partnership for which the partner is liable as this chapter
provides and any of the following is true:
(1) A judgment based on the same claim entered was against
the
surviving or resulting entity of the merger, consolidation,
or conversion
and a
writ of execution on the judgment was
returned unsatisfied
in
whole or in part.
(2) The surviving or resulting entity of the merger or
consolidation or the entity resulting from the conversion is a
debtor in bankruptcy.
(3) The partner agreed that the creditor need not exhaust the
assets of a domestic partnership that was not the surviving or
resulting entity of the merger, consolidation, or conversion.
(4) The partner agreed that the creditor need not exhaust the
assets of the surviving or resulting entity of the merger or
consolidation or the entity resulting from the conversion.
(B) A court grants permission to the judgment creditor to
levy execution against the assets of the partner based on a
finding that the assets of the surviving or resulting entity of
the merger, consolidation, or conversion that are subject to
execution are clearly insufficient to satisfy the judgment, that
exhaustion of the assets of the surviving or resulting entity is
excessively burdensome, or that the grant of permission is an
appropriate exercise of the court's equitable powers.
(C) Liability is imposed on the partner by law or contract
independent of the existence of the surviving or resulting entity
of the merger, consolidation, or conversion.
Sec. 1776.81. (A) A partnership may become a limited
liability partnership pursuant to this section.
(B) Any terms and conditions by which a partnership becomes a
limited liability partnership shall be approved by the vote
necessary to amend the partnership agreement except when the
partnership agreement expressly considers obligations to
contribute to the partnership, in which case the required vote is
the vote necessary to amend those provisions.
(C) After the approval division (B) of this section requires,
a partnership may become a limited liability partnership by filing
with the secretary of state a statement of qualification. The
statement shall contain all of the following:
(1) The name of the partnership;
(2) The street address of the partnership's chief executive
office and, if the partnership's chief executive office is not in
this state, the street address of any office in this state;
(3) If the partnership does not have an office in this state,
the name and street address of the partnership's agent for service
of process;
(4) A statement that the partnership elects to be a limited
liability partnership;
(5) Any deferred effective date.
(D) The agent of a limited liability partnership for service
of process shall be an individual who is a resident of this state
or other person authorized to do business in this state.
(E) The status of a partnership as a limited liability
partnership is effective on the later of the filing of the
statement or a date specified in the statement. The status remains
effective, regardless of changes in the partnership, until it is
canceled pursuant to division (D) of section 1776.05 of the
Revised Code or revoked pursuant to section 1776.83 of the Revised
Code.
(F) The status of a partnership as a limited liability
partnership and the liability of its partners is not affected by
errors or later changes in the information required to be
contained in the statement of qualification under division (C) of
this section.
(G) The filing of a statement of qualification establishes
that a partnership has satisfied all conditions precedent to the
qualification of the partnership as a limited liability
partnership.
(H) An amendment or cancellation of a statement of
qualification is effective when it is filed or on a deferred
effective date specified in the amendment or cancellation.
(I) Notwithstanding any contrary provisions of this chapter,
a domestic partnership having the status of a registered limited
liability partnership under predecessor law has the status of a
limited liability partnership under this chapter as of the date
this chapter governs that partnership, which is on or after the
first day of January, 2009, but not later than the first day of
January, 2010. To the extent the partnership has not filed a
statement of qualification pursuant to this section, the latest
application or renewal application filed by that partnership under
the predecessor law constitutes a statement of qualification under
this section.
Sec. 1776.82. The name of a limited liability partnership
shall contain "registered limited liability partnership,"
"registered partnership having limited liability," "limited
liability partnership," "R.L.L.P.," "P.L.L.," "L.L.P.," "RLLP,"
"PLL," or "LLP."
Sec. 1776.83. (A) A limited liability partnership and a
foreign limited liability partnership authorized to transact
business in this state shall file a biennial report in the office
of the secretary of state. The report shall contain all of the
following:
(1) The name of the limited liability partnership and the
state or other jurisdiction under whose laws the foreign limited
liability partnership is formed;
(2) The street address of the partnership's chief executive
office and, if the partnership's chief executive office is not in
this state, the street address of any office of the partnership in
this state;
(3) If the partnership does not have an office in this state,
the name and street address of the partnership's current agent for
service of process.
(B) A partnership shall file a biennial report between the
first day of April and the first day of July of each odd-numbered
year that
follows the calendar year in which the partnership
files a
statement of qualification or a foreign partnership
becomes
authorized to transact business in this state.
(C) The secretary of state may revoke the statement of
qualification of any partnership that fails to file a biennial
report when due or pay the required filing fee. To revoke a
statement, the secretary of state shall provide the partnership at
least sixty days' written notice of the intent to revoke, mailed
to
the partnership at its chief executive office set forth in the
last filed statement of qualification or biennial report. The
notice
shall specify the report that the partnership failed to
file, the unpaid fee, and the effective date of the revocation.
The revocation is not effective if the partnership files the
report and pays the fee before the effective date of the
revocation.
(D) A revocation under division (C) of this section affects
only a partnership's status as a limited liability partnership and
is not an event of dissolution of the partnership.
(E) A partnership whose statement of qualification is revoked
may apply to the secretary of state for reinstatement within two
years after the effective date of the revocation. The application
for reinstatement shall state the name of the partnership, the
effective date of the revocation, and that the ground for
revocation either did not exist or has been corrected.
(F) A reinstatement under division (E) of this section
relates back to and takes effect as of the effective date of the
revocation, and the partnership's status as a limited liability
partnership continues as if the revocation had never occurred.
Sec. 1776.84. (A) A limited liability partnership shall not
make a distribution to a partner to the extent that at the time of
the distribution and after giving effect to the distribution, all
liabilities of the limited liability partnership exceed the fair
value of the assets of the limited liability partnership, other
than liabilities to partners on account of their economic
interests and liabilities for which the recourse of creditors is
limited to specified property. The fair value of property that is
subject to a liability for which the recourse of creditors is
limited shall be included in the assets of the limited liability
partnership only to the extent that the fair value of that
property exceeds that liability. For purposes of this section, the
term "distribution" does not include amounts constituting
reasonable compensation for present or past services or reasonable
payments made in the ordinary course of business pursuant to a
bona fide retirement plan or other benefits program.
(B) A partner of a limited liability partnership who receives
a distribution in violation of division (A) of this section is
liable to the partnership for the amount of that distribution.
This section does not affect any obligation or liability of a
partner of a limited liability partnership under an agreement or
other applicable law for the amount of a distribution.
Sec. 1776.85. (A) The law under which a foreign limited
liability partnership is formed governs relations among the
partners and between the partners and the partnership and the
liability of partners for obligations of the partnership.
(B) A foreign limited liability partnership may not be denied
a statement of foreign qualification by reason of any difference
between the law under which the partnership was formed and the law
of this state.
(C) A statement of foreign qualification does not authorize a
foreign limited liability partnership to engage in any business or
exercise any power that a partnership may not engage in or
exercise in this state as a limited liability partnership.
Sec. 1776.86. (A) A foreign limited liability partnership
shall file a statement of foreign qualification with the secretary
of state prior to transacting any business in this state. The
statement shall contain all of the following:
(1) The name of the foreign limited liability partnership.
The name shall satisfy the requirements of the state or other
jurisdiction under whose law it is formed and shall end with
"registered limited liability partnership," "limited liability
partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."
(2) The street address of the partnership's chief executive
office and, if the partnership's chief executive office is not in
this state, the street address of any partnership
office in this
state;
(3) If there is no office of the partnership in this state,
the name and street address of the partnership's agent for service
of process;
(4) Any deferred effective date;
(5) Evidence of existence in its jurisdiction of origin.
(B) The agent of a foreign limited liability partnership for
service of process shall be an individual who is a resident of
this state or another person authorized to do business in this
state.
(C) The status of a partnership as a foreign limited
liability partnership is effective on the later of the filing of
the statement of foreign qualification or a date specified in the
statement. The status remains effective, regardless of changes in
the partnership, until it is canceled pursuant to division (D) of
section 1776.05 of the Revised Code or revoked pursuant to section
1776.83 of the Revised Code.
(D) An amendment or cancellation of a statement of foreign
qualification is effective when it is filed or on a deferred
effective date specified in the amendment or cancellation.
Sec. 1776.87. (A) A foreign limited liability partnership
transacting business in this state may not maintain an action or
proceeding in this state unless it has in effect a statement of
foreign qualification.
(B) The failure of a foreign limited liability partnership to
have a statement of foreign qualification that is in effect does
not impair the validity of any contract or act of that partnership
or preclude it from defending an action or proceeding in this
state.
(C) A limitation on personal liability of a partner is not
waived or otherwise affected by transacting business in this state
without a statement of foreign qualification.
(D) If a foreign limited liability partnership transacts
business in this state without a statement of foreign
qualification, the secretary of state is its agent for service of
process with respect to a right of action arising out of the
transaction of business in this state.
Sec. 1776.88. (A) Activities of a foreign limited liability
partnership that do not constitute transacting business for the
purpose of section 1776.86 of the Revised Code include all of the
following:
(1) Maintaining, defending, or settling an action or
proceeding;
(2) Holding meetings of its partners or carrying on any other
activity concerning its internal affairs;
(3) Maintaining bank accounts;
(4) Maintaining offices or agencies for the transfer,
exchange, and registration of the partnership's own securities or
maintaining trustees or depositories with respect to those
securities;
(5) Selling through independent contractors;
(6) Soliciting or obtaining orders, whether by mail or
through employees or agents or otherwise, if the orders require
acceptance outside this state before they become contracts;
(7) Creating or acquiring indebtedness, with or without a
mortgage or other security interest in property;
(8) Collecting debts or foreclosing mortgages or other
security interests in property securing the debts, and holding,
protecting, and maintaining property so acquired;
(9) Conducting an isolated transaction that is completed
within thirty days and is not one in the course of similar
transactions;
(10) Transacting business in interstate commerce.
(B) For purposes of section 1776.86 of the Revised Code, the
ownership in this state of income-producing real property or
tangible personal property, other than property excluded under
division (A) of this section, constitutes transacting business in
this state.
(C) This section does not apply in determining the contacts
or activities that may subject a foreign limited liability
partnership to service of process, taxation, or regulation under
any other law of this state.
Sec. 1776.89. The attorney general may maintain an action to
restrain a foreign limited liability partnership from transacting
business in this state that is in violation of division (C) of
section 1776.85 of the Revised Code.
Sec. 1776.91. This chapter shall be applied and construed to
effectuate the general purpose to make uniform the law with
respect to the subject of this chapter among states enacting the
uniform partnership act (1997) except where it expressly differs
substantially
from the uniform partnership act (1997).
Sec. 1776.92. This chapter may be cited as the "Ohio Uniform
Partnership Act (1997)."
Sec. 1776.95. (A) Prior to the first day of January, 2010,
this chapter governs the following partnerships:
(1) A partnership formed on or after the first day of
January, 2009, except a partnership that is continuing the
business of a dissolved partnership under section 1775.40 of the
Revised Code;
(2) A partnership formed before the first day of January,
2009, that elects pursuant to division (C) of this section, to be
governed by this chapter.
(B) On and after the first day of January, 2010, this chapter
governs all partnerships.
(C)(1) On and after the first day of January, 2009, but prior
to the first day of January, 2010, a partnership voluntarily may
elect, in the manner provided in its partnership agreement or by
law for amending the partnership agreement, to be governed by this
chapter.
(2) The provisions of this chapter relating to the liability
of the partnership's partners to third parties apply to limit
those partners' liability to a third party who did business with
the partnership within one year before the partnership's election
to be governed by this chapter only if the third
party knows or
has received a notification of the partnership's election to be
governed by this chapter.
Sec. 1776.96. This chapter does not affect any action or
proceeding that commences, or any right that accrues, before the
date the partnership is governed by this chapter as determined
pursuant to section 1776.95 of the Revised Code.
Sec. 1777.07. (A) This chapter does not govern any
partnership
on and after the first day of January, 2010.
(B) This chapter does not govern any partnership that is
formed on or after the first day of January, 2009. Chapter 1776.
of the Revised Code governs any partnership formed on or after
that date.
(C) This chapter does not govern any partnership that elects
to be governed by Chapter 1776. of the Revised Code pursuant to
procedures in division (C) of section 1776.95 of the Revised Code,
on and after the date the partnership elects to be governed by
that chapter.
Sec. 1779.12. (A) This chapter does not govern any
partnership on and after the first day of January, 2010.
(B) This chapter does not govern any partnership that is
formed on or after the first day of January, 2009. Chapter 1776.
of the Revised Code governs any partnership formed on or after
that date.
(C) This chapter does not govern any partnership that
elects
to be governed by Chapter 1776. of the Revised Code
pursuant to
procedures in division (C) of section 1776.95 of the
Revised
Code, on and after the date the partnership elects to be
governed
by that chapter.
Sec. 1782.02. (A) The name of any limited partnership, as
set
forth in its certificate of limited partnership, shall include
"Limited
Partnership,"
"L.P.,"
"Limited," or
"Ltd." and shall not
contain the name of a
limited partner unless either of the
following are true:
(1) It is also the name of a general partner;
(2) The business of the limited partnership had been
carried
on under that name before the admission of that limited
partner.
(B) The name of a
limited partnership shall be
distinguishable upon the records in
the office of the secretary of
state from all of the
following:
(1) The name of any other limited partnership
registered in
the office of the secretary of state pursuant to
this chapter,
whether domestic or foreign;
(2) The name of any domestic corporation that is
formed
under
Chapter 1701. or
1702. of the Revised Code or any foreign
corporation
that is registered pursuant to
Chapter 1703. of the
Revised Code;
(3) The name of any limited liability company
registered in
the office of the secretary of state pursuant to
Chapter 1705. of
the
Revised Code, whether domestic or
foreign;
(4) The name of any limited liability partnership
registered
in the office of the secretary of state pursuant to
Chapter 1775.
or 1776.
of the
Revised Code, whether domestic or
foreign;
(5) Any trade name the exclusive right to which is at the
time in question registered in the office of the secretary of
state pursuant to Chapter 1329.
of the Revised Code.
Sec. 1782.20. (A) Except as provided in division (C) of
this
section, when no certificate of limited partnership has been
filed, a person who contributes to a business enterprise and who
erroneously but in good faith believes that he the person has
become a
limited partner in the enterprise is not a general
partner in the
enterprise and is not bound by its obligations by
reason of
making the contribution, receiving distributions from
the
enterprise, or exercising any rights of a limited partner, if,
within a reasonable time after ascertaining the mistake, he the
person does
either of the following:
(1) Causes an appropriate certificate of limited
partnership
to be executed and filed;
(2) Takes the action that is necessary to withdraw from
the
enterprise under the provisions of Chapter 1775. or 1776. of the
Revised Code.
(B) Except as provided in division (C) of this section,
when
a certificate of limited partnership has been filed, a
person who
contributes to a business enterprise and who
erroneously but in
good faith believes that he the person has
become a
limited
partner in the enterprise is not a general partner in the
enterprise and is not bound by its obligations by reason of
making
the contribution, receiving distributions from the
enterprise, or
exercising any rights of a limited partner, if,
within a
reasonable time after ascertaining that the filed
certificate of
limited partnership inaccurately refers to him the
person as
a
general partner, he the person does any of the following:
(1) Causes an appropriate certificate of amendment to be
executed and filed amending the filed certificate of limited
partnership;
(2) Takes such action as is necessary to withdraw from the
enterprise under the provisions of section 1782.32 of the Revised
Code;
(3) Executes and files a certificate of disclaimer of
general
partner status, together with a copy of the certificate
of limited
partnership that inaccurately refers to him the
person as a
general partner, in the office of the secretary of state and
provides to the partnership a copy of that certificate of
disclaimer. A certificate of disclaimer of general partner
status
shall be on a form prescribed by the secretary of state
and shall
include all of the following:
(a) The name of the limited partnership and the file
number
assigned to it by the secretary of state;
(b) The date of the filing that inaccurately refers to the
person as a general partner;
(c) The name of the person who inaccurately was referred
to
as a general partner.
(C) A person who makes a contribution of the kind
described
in division (A) or (B) of this section and who knew or
should have
known either that no certificate of limited
partnership has been
filed or that a certificate of limited
partnership has been filed
that inaccurately refers to him the
person as a
general partner is
liable as a general partner to any third party
who actually
believed in good faith that the person was a general
partner, but
only to the extent that the third party acted
in reasonable
reliance on that belief and extended credit to the
partnership in
reasonable reliance on the credit of the person.
(D) If a person who has filed a certificate of disclaimer
of
general partner status pursuant to division (B)(3) of this
section
becomes aware that any statement in the certificate of
disclaimer
was materially false when made or that any arrangement
or other
fact described in the certificate has changed and that
the
certificate of disclaimer thus is materially inaccurate, the
person promptly shall execute and file a certificate of
cancellation of disclaimer of general partner status in the
office
of the secretary of state and provide a copy of that
certificate
of cancellation of disclaimer of general partner
status to the
partnership. The certificate of cancellation of
disclaimer of
general partner status shall be on a form
prescribed by the
secretary of state and shall include all of the
following:
(1) The name of the limited partnership and the file
number
assigned to it by the secretary of state;
(2) The date on which the certificate of disclaimer of
general partner status in question was filed;
(3) The name of the person identified on the certificate
of
disclaimer of general partner status pursuant to division
(B)(3)(c) of this section.
Sec. 1782.60. (A) This chapter shall be applied and
construed to effectuate
its general purpose to make uniform the
law with respect to the subject of
this chapter among states
enacting the Uniform Limited Partnership Act
(1985), national
conference of commissioners on uniform state laws, except to
the
extent that the provisions of this chapter differ from those of
that
uniform act.
(B) In any case not provided for in this chapter, the
provisions of Chapter
1775. or 1776. of the Revised Code govern.
Sec. 1782.64. (A) A limited partnership may become a limited
liability limited partnership by doing all of the following:
(1) Obtaining approval of the terms and conditions of the
limited partnership becoming a limited liability limited
partnership by the vote necessary to amend the limited partnership
agreement. When a limited partnership agreement expressly
considers contribution obligations, the required vote is the vote
necessary to amend those provisions.
(2) Filing a statement of qualification under division (C) of
section 1776.81 of the Revised Code;
(3) Complying with the name requirements of section 1776.82
of the Revised Code.
(B) A limited liability limited partnership continues to be
the same entity that existed before the filing of a statement of
qualification under division (C) of section 1776.81 of the Revised
Code.
(C) Division (C) of section 1776.36 and division (B) of
section 1776.37 of the Revised Code apply to both general and
limited partners of a limited liability limited partnership.
Sec. 2307.30. (A) A joint debtor may make a separate
composition or compromise with any creditor. Any composition or
compromise shall be a full and effectual discharge to the debtor
who makes it, but only to that person, from all liability to the
creditor with whom it is made, according to its terms. A debtor
who makes such a composition or compromise may take from the
creditor a note or memorandum in writing exonerating the debtor
from all individual liability incurred by reason of the joint
debt. That note or memorandum may be given in evidence to bar the
creditor's right of recovery against the debtor. If joint
liability is by judgment in a court of record in this state, on
production to and filing of the note or memorandum with the clerk
of the court, the clerk shall discharge the judgment of record as
far as the compromising debtor is concerned.
(B) A compromise or composition with one joint debtor shall
not discharge other joint debtors or impair the right of the
creditor to proceed against other joint debtors who have not been
discharged. A joint debtor who is proceeded against may
counterclaim against the creditor for any demand that could have
been asserted as a counterclaim had the suit by the creditor been
brought against all of the joint debtors.
(C) A compromise or discharge of one joint debtor does not
prevent the other joint debtors from availing themselves of any
defense, except that they shall not set up the discharge of one
debtor as a discharge of the others unless it appears that all
were intended to be discharged. The discharge of one debtor is
deemed a payment to the creditor equal to the proportionate
liability of the discharged debtor.
(D) A compromise or composition by a joint debtor with a
creditor does not affect any right the other joint debtors have to
call on the discharged debtor for that person's ratable portion of
the joint debt.
Sec. 2329.66. (A) Every person who is domiciled in this
state may hold property exempt from execution, garnishment,
attachment, or sale to satisfy a judgment or order, as follows:
(1)(a) In the case of a judgment or order regarding money
owed for health care services rendered or health care supplies
provided to the person or a dependent of the person, one parcel
or
item of real or personal property that the person or a
dependent
of the person uses as a residence. Division (A)(1)(a)
of this
section does not preclude, affect, or invalidate the
creation
under this chapter of a judgment lien upon the exempted
property
but only delays the enforcement of the lien until the
property is
sold or otherwise transferred by the owner or in
accordance with
other applicable laws to a person or entity other
than the
surviving spouse or surviving minor children of the
judgment
debtor. Every person who is domiciled in this state may
hold
exempt from a judgment lien created pursuant to division
(A)(1)(a)
of this section the person's interest, not to exceed five
thousand
dollars, in the exempted property.
(b) In the case of all other judgments and orders, the
person's interest, not to exceed five thousand dollars, in one
parcel or item of real or personal property that the person or a
dependent of the person uses as a residence.
(2) The person's interest, not to exceed one thousand
dollars, in one
motor vehicle;
(3) The person's interest, not to exceed two hundred
dollars
in any particular item, in wearing apparel, beds, and
bedding, and
the person's interest, not to exceed three hundred
dollars in each
item, in one cooking unit and one refrigerator or
other food
preservation unit;
(4)(a) The person's interest, not to exceed four hundred
dollars, in cash on hand, money due and payable, money to become
due within ninety days, tax refunds, and money on deposit with a
bank, savings and loan association, credit union, public utility,
landlord, or other person. Division (A)(4)(a) of this section
applies only in
bankruptcy proceedings. This exemption may
include
the portion
of personal earnings that is not exempt under
division
(A)(13) of
this section.
(b) Subject to division (A)(4)(d) of this section, the
person's interest, not to exceed two hundred dollars in any
particular item, in household furnishings, household goods,
appliances, books, animals, crops, musical instruments, firearms,
and hunting and fishing equipment, that are held primarily for
the
personal, family, or household use of the person;
(c) Subject to division (A)(4)(d) of this section, the
person's interest in one or more items of jewelry, not to exceed
four hundred dollars in one item of jewelry and not to exceed two
hundred dollars in every other item of jewelry;
(d) Divisions (A)(4)(b) and (c) of this section do not
include items of personal property listed in division (A)(3) of
this section.
If the person does not claim an exemption under division
(A)(1) of this section, the total exemption claimed under
division
(A)(4)(b) of this section shall be added to the total
exemption
claimed under division (A)(4)(c) of this section, and
the total
shall not exceed two thousand dollars. If the person
claims an
exemption under division (A)(1) of this section, the
total
exemption claimed under division (A)(4)(b) of this section
shall
be added to the total exemption claimed under division
(A)(4)(c)
of this section, and the total shall not exceed one
thousand five
hundred dollars.
(5) The person's interest, not to exceed an aggregate of
seven hundred fifty dollars, in all implements, professional
books, or tools of the person's profession, trade, or business,
including
agriculture;
(6)(a) The person's interest in a beneficiary fund set
apart,
appropriated, or paid by a benevolent association or
society, as
exempted by section 2329.63 of the Revised Code;
(b) The person's interest in contracts of life or
endowment
insurance or annuities, as exempted by section 3911.10
of the
Revised Code;
(c) The person's interest in a policy of group insurance
or
the proceeds of a policy of group insurance, as exempted by
section 3917.05 of the Revised Code;
(d) The person's interest in money, benefits, charity,
relief, or aid to be paid, provided, or rendered by a fraternal
benefit society, as exempted by section 3921.18 of the Revised
Code;
(e) The person's interest in the portion of benefits under
policies of sickness and accident insurance and in
lump
sum
payments for dismemberment and other losses insured under
those
policies, as exempted by section 3923.19 of the Revised
Code.
(7) The person's professionally prescribed or medically
necessary health aids;
(8) The person's interest in a burial lot, including, but
not
limited to, exemptions under section 517.09 or 1721.07 of the
Revised Code;
(9) The person's interest in the following:
(a) Moneys paid or payable for living maintenance or
rights,
as exempted by section 3304.19 of the Revised Code;
(b) Workers' compensation, as exempted by section
4123.67
of
the Revised Code;
(c) Unemployment compensation benefits, as exempted by
section 4141.32 of the Revised Code;
(d) Cash assistance payments under the Ohio works first
program, as exempted
by
section 5107.75 of the Revised Code;
(e)
Benefits and services under the prevention, retention,
and contingency program, as exempted by section 5108.08 of the
Revised Code;
(f) Disability financial assistance payments, as exempted by
section
5115.06 of the Revised Code.
(10)(a) Except in cases in which the person was convicted
of
or pleaded guilty to a violation of section 2921.41 of the
Revised
Code and in which an order for the withholding of
restitution from
payments was issued under division (C)(2)(b) of
that section or in
cases in which an order for withholding was issued under
section
2907.15 of the Revised Code, and only to the
extent provided
in
the order,
and
except as provided in sections 3105.171, 3105.63,
3119.80, 3119.81, 3121.02, 3121.03, and
3123.06 of the Revised
Code, the person's right to a pension,
benefit, annuity,
retirement allowance, or accumulated
contributions, the person's
right to a participant account in any
deferred compensation
program offered by the Ohio public
employees deferred compensation
board, a government unit, or a
municipal corporation, or the
person's other accrued or accruing
rights, as exempted by section
145.56, 146.13, 148.09,
742.47,
3307.41, 3309.66, or 5505.22 of
the Revised Code, and
the
person's right to benefits from the Ohio
public safety officers
death benefit
fund;
(b) Except as provided in sections 3119.80, 3119.81,
3121.02,
3121.03, and 3123.06 of
the Revised Code, the person's
right to
receive a payment under
any pension, annuity, or similar
plan or
contract, not including
a payment from a stock bonus or
profit-sharing plan or a payment
included in division (A)(6)(b) or
(10)(a) of this section, on
account of illness, disability, death,
age, or length of service,
to the extent reasonably necessary for
the support of the person
and any of the person's dependents,
except if all the following
apply:
(i) The plan or contract was established by or under the
auspices of an insider that employed the person at the time the
person's rights under the plan or contract arose.
(ii) The payment is on account of age or length of
service.
(iii) The plan or contract is not qualified under the
"Internal Revenue Code of 1986," 100 Stat. 2085, 26 U.S.C. 1, as
amended.
(c) Except for any portion of the assets that were
deposited
for the purpose of evading the payment of any debt and
except as
provided in sections 3119.80, 3119.81,
3121.02, 3121.03, and
3123.06 of the Revised
Code, the person's right in the assets held
in, or to receive
any payment under, any individual retirement
account,
individual retirement annuity,
"Roth IRA," or education
individual retirement
account that provides
benefits by reason of
illness, disability, death, or age, to the extent
that the assets,
payments, or benefits described in division
(A)(10)(c) of this
section are attributable
to any of the following:
(i) Contributions of the person that were less
than or equal
to the applicable limits on deductible
contributions to an
individual retirement account or individual
retirement annuity in
the year that the contributions were made,
whether or not the
person was eligible to deduct the
contributions on the person's
federal tax return for the year in
which the contributions were
made;
(ii) Contributions of the person that were less
than or
equal
to the applicable limits on contributions to a
Roth IRA or
education individual
retirement account in the year that the
contributions were made;
(iii) Contributions of the person that are within
the
applicable limits on rollover contributions under
subsections 219,
402(c), 403(a)(4),
403(b)(8), 408(b), 408(d)(3),
408A(c)(3)(B),
408A(d)(3),
and 530(d)(5) of the
"Internal Revenue Code of 1986,"
100
Stat. 2085, 26
U.S.C.A. 1, as amended.
(d) Except for any portion of the
assets that were deposited
for the purpose of evading the
payment of any debt and except as
provided in sections
3119.80, 3119.81, 3121.02, 3121.03, and
3123.06 of the Revised Code, the person's
right in the assets held
in, or to receive any payment under,
any Keogh or
"H.R. 10" plan
that provides benefits
by reason of illness, disability, death, or
age, to the extent reasonably
necessary for the support of the
person and any of the person's
dependents.
(11) The person's right to receive spousal support, child
support, an allowance, or other maintenance to the extent
reasonably necessary for the support of the person and any of the
person's
dependents;
(12) The person's right to receive, or moneys received
during
the preceding twelve calendar months from, any of the
following:
(a) An award of reparations under sections 2743.51 to
2743.72
of the Revised Code, to the extent exempted by division
(D) of
section 2743.66 of the Revised Code;
(b) A payment on account of the wrongful death of an
individual of whom the person was a dependent on the date of the
individual's death, to the extent reasonably necessary for the
support of the person and any of the person's dependents;
(c) Except in cases in which the person who receives the
payment is an
inmate, as defined in section 2969.21 of the Revised
Code, and in which the
payment resulted from a civil action or
appeal against a government entity or
employee, as defined in
section 2969.21 of the Revised Code, a payment, not to
exceed five
thousand dollars, on
account of personal bodily injury, not
including pain and
suffering or compensation for actual pecuniary
loss, of the
person or an individual for whom the person is a
dependent;
(d) A payment in compensation for loss of future earnings
of
the person or an individual of whom the person is or was a
dependent, to the extent reasonably necessary for the support of
the debtor and any of the debtor's dependents.
(13) Except as provided in sections 3119.80, 3119.81,
3121.02, 3121.03, and 3123.06 of the Revised
Code, personal
earnings of
the person owed to the
person for services in an
amount equal to the greater of the following
amounts:
(a) If paid weekly, thirty times the current federal
minimum
hourly wage; if paid biweekly, sixty times the current
federal
minimum hourly wage; if paid semimonthly, sixty-five
times the
current federal minimum hourly wage; or if paid
monthly, one
hundred thirty times the current federal minimum
hourly wage that
is in effect at the time the earnings are
payable, as prescribed
by the
"Fair Labor Standards Act of 1938,"
52 Stat. 1060, 29
U.S.C. 206(a)(1), as amended;
(b) Seventy-five per cent of the disposable earnings owed
to
the person.
(14) The person's right in specific partnership property,
as
exempted by division (B)(3) of section 1775.24 of the Revised
Code
or the person's rights in a partnership pursuant to section
1776.50 of the Revised Code, except as otherwise set forth in
section 1776.50 of the Revised Code;
(15) A seal and official register of a notary public, as
exempted by section 147.04 of the Revised Code;
(16) The person's interest in a tuition unit or a payment
under section
3334.09 of the Revised Code pursuant to a tuition
payment contract, as exempted
by section 3334.15 of the Revised
Code;
(17) Any other property that is specifically exempted from
execution, attachment, garnishment, or sale by federal statutes
other than the
"Bankruptcy Reform Act of 1978," 92 Stat. 2549, 11
U.S.C.A. 101, as amended;
(18) The person's interest, not to exceed four hundred
dollars, in any property, except that division (A)(18) of this
section applies
only in bankruptcy proceedings.
(B) As used in this section:
(1)
"Disposable earnings" means net earnings after the
garnishee has made deductions required by law, excluding the
deductions ordered pursuant to section 3119.80, 3119.81,
3121.02,
3121.03, or 3123.06 of the
Revised Code.
(a) If the person who claims an exemption is an
individual,
a
relative of the individual, a relative of a general
partner of
the
individual, a partnership in which the individual
is a general
partner, a general partner of the individual, or a
corporation of
which the individual is a director, officer, or in
control;
(b) If the person who claims an exemption is a
corporation,
a
director or officer of the corporation; a person
in control of
the
corporation; a partnership in which the
corporation is a
general
partner; a general partner of the
corporation; or a
relative of a
general partner, director,
officer, or person in
control of the
corporation;
(c) If the person who claims an exemption is a
partnership,
a
general partner in the partnership; a general
partner of the
partnership; a person in control of the
partnership; a partnership
in which the partnership is a general
partner; or a relative in, a
general partner of, or a person in
control of the partnership;
(d) An entity or person to which or whom any of the
following
applies:
(i) The entity directly or indirectly owns, controls, or
holds with power to vote, twenty per cent or more of the
outstanding voting securities of the person who claims an
exemption, unless the entity holds the securities in a fiduciary
or agency capacity without sole discretionary power to vote the
securities or holds the securities solely to secure to debt and
the entity has not in fact exercised the power to vote.
(ii) The entity is a corporation, twenty per cent or more
of
whose outstanding voting securities are directly or indirectly
owned, controlled, or held with power to vote, by the person who
claims an exemption or by an entity to which division
(B)(2)(d)(i)
of this section applies.
(iii) A person whose business is operated under a lease or
operating agreement by the person who claims an exemption, or a
person substantially all of whose business is operated under an
operating agreement with the person who claims an exemption.
(iv) The entity operates the business or all or
substantially
all of the property of the person who claims an
exemption under a
lease or operating agreement.
(e) An insider, as otherwise defined in this section, of a
person or entity to which division (B)(2)(d)(i), (ii), (iii), or
(iv) of this section applies, as if the person or entity were a
person who claims an exemption;
(f) A managing agent of the person who claims an
exemption.
(3)
"Participant account" has the same meaning as in
section
148.01 of the Revised Code.
(4)
"Government unit" has the same meaning as in section
148.06 of the Revised Code.
(C) For purposes of this section,
"interest" shall be
determined as follows:
(1) In bankruptcy proceedings, as of the date a petition
is
filed with the bankruptcy court commencing a case under Title
11
of the United States Code;
(2) In all cases other than bankruptcy proceedings, as of
the
date of an appraisal, if necessary under section 2329.68 of
the
Revised Code, or the issuance of a writ of execution.
An interest, as determined under division (C)(1) or (2) of
this section, shall not include the amount of any lien otherwise
valid pursuant to section 2329.661 of the Revised Code.
Sec. 4715.22. (A) As used in this section, "health
care
facility" means either of the following:
(1) A hospital registered under section 3701.07 of the
Revised
Code;
(2) A "home" as defined in section 3721.01 of the Revised
Code.
(B) A licensed dental hygienist shall
practice under the
supervision, order, control, and full responsibility of
a dentist
licensed under this chapter. A dental hygienist may practice in
a
dental office, public or private school, health care
facility,
dispensary, or public institution. Except as provided in
division
(C) or (D) of this section, a dental
hygienist may not provide
dental hygiene services to a patient
when the supervising dentist
is not physically present at the
location where the dental
hygienist is practicing.
(C) A dental hygienist
may provide, for not more than fifteen
consecutive business
days, dental hygiene services to a patient
when the supervising
dentist is not physically present at the
location
at which the services are provided if all of the
following
requirements are met:
(1) The dental hygienist has at least two years and a minimum
of three
thousand hours of experience in the practice of
dental
hygiene.
(2) The dental hygienist has successfully completed a
course
approved by the
state dental board in the
identification and
prevention of potential medical
emergencies.
(3) The dental hygienist complies with written protocols
for
emergencies the supervising dentist establishes.
(4) The dental hygienist does not perform, while the
supervising dentist is absent from the location, procedures while
the patient
is anesthetized, definitive root planing, definitive
subgingival curettage, or other procedures identified in rules
the
state dental board adopts.
(5) The supervising dentist has evaluated the dental
hygienist's skills.
(6) The supervising dentist examined the patient not more
than seven months prior to the date the dental hygienist
provides
the dental hygiene services to the patient.
(7) The dental hygienist complies with written protocols or
written
standing orders that the supervising dentist establishes.
(8) The supervising dentist completed and evaluated a
medical
and dental history of the patient not more than one year
prior to
the date the dental hygienist provides dental hygiene
services to
the patient and, except when the dental hygiene services
are
provided in a health care facility, the supervising dentist
determines that the patient is in a medically stable
condition.
(9) If the dental hygiene services are provided in a
health
care facility, a doctor of medicine and
surgery or osteopathic
medicine and surgery who holds a current
certificate issued under
Chapter 4731. of the
Revised
Code or a registered nurse
licensed
under Chapter 4723. of
the Revised
Code is present in the health
care facility when the services are
provided.
(10) In advance of the
appointment for dental hygiene
services, the patient is notified that the
supervising dentist
will be absent from the
location and that the dental hygienist
cannot diagnose the patient's
dental health care status.
(11) The dental hygienist is employed by, or under
contract
with, one of the following:
(a) The supervising dentist;
(b) A dentist licensed under this chapter who is
one of the
following:
(i) The employer of the supervising
dentist;
(ii) A shareholder in a professional association
formed under
Chapter
1785. of the Revised
Code of which the supervising
dentist
is a shareholder;
(iii) A member or manager of a limited liability
company
formed under
Chapter 1705. of the
Revised
Code of which the
supervising
dentist is a member or manager;
(iv) A shareholder in a corporation formed
under division (B)
of
section 1701.03 of the Revised
Code of which the supervising
dentist is a shareholder;
(v) A partner or employee of a partnership or a
limited
liability partnership formed under
Chapter 1775. or 1776. of the
Revised
Code of which the supervising
dentist is a partner or
employee.
(c) A government entity that employs the dental hygienist
to
provide dental hygiene services in a public school or in
connection with other programs the government entity
administers.
(D) A dental hygienist may provide dental hygiene services to
a
patient
when the supervising dentist is not physically present
at the location at
which
the services are provided if
the services
are provided as part of a dental hygiene program that is
approved
by the state dental board and all of the following requirements
are
met:
(1) The program is operated through a school district
board
of education or the governing board of an educational service
center; the
board
of health of a city or general health district
or the authority having the
duties of a board of health under
section 3709.05 of the Revised
Code; a national, state, district,
or local dental association; or
any
other public or private entity
recognized by the state dental board.
(2) The supervising dentist is employed by or a volunteer
for, and the
patients
are referred by, the entity through which
the program is operated.
(3) The services are performed after examination and
diagnosis by the dentist
and in accordance with the dentist's
written treatment plan.
(E) No person shall do
either of the following:
(1) Practice dental hygiene in a manner that is separate
or
otherwise independent from the dental practice of a
supervising
dentist;
(2) Establish or maintain an office or practice that is
primarily devoted to the provision of dental hygiene services.
(F) The state dental
board shall adopt rules under division
(C) of section 4715.03 of the
Revised
Code identifying procedures
a
dental hygienist may not perform when practicing in the absence
of the supervising dentist pursuant to division
(C) or (D) of this
section.
Sec. 4749.03. (A)(1) Any individual, including a partner
in
a partnership, may be licensed as a private investigator under
a
class B license, or as a security guard provider under a class
C
license, or as a private investigator and a security guard
provider under a class A license, if the individual meets all of
the
following requirements:
(a) Has a good reputation for integrity, has not been
convicted of a felony within the last twenty years or any offense
involving moral turpitude, and has not been adjudicated
incompetent for the purpose of holding the license, as provided
in
section 5122.301 of the Revised Code, without having been
restored
to legal capacity for that purpose.
(b) Depending upon the class of license for which
application
is made, for a continuous period of at least two
years immediately
preceding application for a license, has
been engaged in
investigatory or security services work for a law
enforcement or
other public agency engaged in investigatory
activities, or for a
private investigator or security guard
provider, or engaged in the
practice of law, or has acquired
equivalent experience as
determined by rule of the director of
public safety.
(c) Demonstrates competency as a private
investigator or
security guard provider by passing an examination
devised for this
purpose by the director, except that any
individually licensed
person who qualifies a corporation for
licensure shall not be
required to be reexamined if the
person qualifies the corporation
in the same capacity that
the person was individually licensed.
(d) Submits evidence of comprehensive general
liability
insurance coverage, or other equivalent guarantee approved by the
director in such form and in principal amounts satisfactory to
the
director, but not less than one hundred thousand dollars for
each
person and three hundred thousand dollars for each
occurrence for
bodily injury liability, and one hundred thousand
dollars for
property damage liability.
(e) Pays the requisite examination and license fees.
(2) A corporation may be licensed as a private
investigator
under a class B license, or as a security guard
provider under a
class C license, or as a private investigator
and a security guard
provider under a class A license, if an
application for licensure
is filed by an officer of the
corporation and the officer, another
officer, or the
qualifying agent of
the corporation satisfies the
requirements of divisions (A)(1)
and (F)(1) of this section.
Officers and the statutory agent of
a corporation shall be
determined in accordance with Chapter
1701. of the Revised Code.
(3) At least one partner in a partnership shall be
licensed
as a private investigator, or as a security guard
provider, or as
a private investigator and a security guard
provider. Partners in
a partnership shall be determined as
provided for in Chapter 1775.
or 1776. of the Revised Code.
(B) An application for a class A, B, or C license shall be
completed in the form the director prescribes. In the case of an
individual, the application shall state the applicant's name,
birth date, citizenship, physical description, current residence,
residences for the preceding ten years, current employment,
employment for the preceding seven years, experience
qualifications, the location of each of the applicant's
offices in
this state, and any other information that is necessary in order
for
the director to comply with the requirements of this chapter.
In
the case of a corporation, the application shall state the name
of the officer or qualifying agent filing the application; the
state in which the corporation is incorporated and the date of
incorporation; the states in which the corporation is authorized
to transact business; the name of its qualifying agent; the name
of the officer or qualifying agent of the corporation who
satisfies the requirements of divisions (A)(1) and (F)(1) of this
section and the birth date, citizenship, physical description,
current residence, residences for the preceding ten years,
current
employment, employment for the preceding seven years, and
experience qualifications of that officer or qualifying agent;
and
other information that the director requires. A corporation
may
specify in its application information relative to one or
more
individuals who satisfy the requirements of divisions (A)(1)
and
(F)(1) of this section.
The application described in this division shall be
accompanied by all of the following:
(1) One recent full-face photograph of the applicant or,
in
the case of a corporation, of each officer or qualifying agent
specified in the application as satisfying the requirements of
divisions (A)(1) and (F)(1) of this section;
(2) Character references from at least five reputable
citizens for the applicant or, in the case of a corporation, for
each officer or qualifying agent specified in the application as
satisfying the requirements of divisions (A)(1) and (F)(1) of
this
section, each of whom has known the applicant, officer, or
qualifying agent for at least five years preceding the
application, and none of whom are connected with the applicant,
officer, or qualifying agent by blood or marriage;
(3) An examination fee of twenty-five dollars for the
applicant or, in the case of a corporation, for each officer or
qualifying agent specified in the application as satisfying the
requirements of divisions (A)(1) and (F)(1) of this section, and
a
license fee in the amount the director determines, not to exceed
three hundred seventy-five dollars. The license fee
shall be
refunded if a license is not issued.
(C)(1) Each individual applying for a license and each
individual specified by a corporation as an officer or qualifying
agent in an application shall submit one complete set of
fingerprints directly to the superintendent of the bureau of
criminal identification and investigation for the purpose of
conducting a criminal records check. The individual shall provide
the fingerprints using a method the superintendent prescribes
pursuant to division (C)(2) of section 109.572 of the Revised Code
and fill out the form the superintendent prescribes pursuant to
division (C)(1) of section 109.572 of the Revised Code. An
applicant who intends to carry a firearm as defined in section
2923.11 of the Revised Code in the course of business or
employment shall so notify the superintendent. This notification
is in addition to any other requirement related to carrying a
firearm that applies to the applicant. The individual or
corporation requesting the criminal records check shall pay the
fee the superintendent prescribes.
(2) The superintendent shall conduct the criminal records
check as set forth in division (B) of section 109.572 of the
Revised Code. If an applicant intends to carry a firearm in the
course of business or employment, the superintendent shall make a
request to the federal bureau of investigation for any information
and review the information the bureau provides pursuant to
division (B)(2) of section 109.572 of the Revised Code. The
superintendent shall submit all results of the completed
investigation to the director of public safety.
(3) If the director determines that the applicant,
officer,
or qualifying agent meets the requirements of divisions
(A)(1)(a),
(b), and (d) of this section and that an officer or
qualifying
agent meets the requirement of division (F)(1) of this
section,
the director shall notify the applicant, officer, or
agent of the
time and place for the examination. If the director determines
that an applicant does not meet the requirements of divisions
(A)(1)(a), (b), and (d) of this section, the director shall
notify
the applicant that the applicant's application is
refused and
refund the license
fee. If the director determines that none of
the individuals
specified in the application of a corporation as
satisfying the
requirements of divisions (A)(1) and (F)(1) of this
section meet
the requirements of divisions (A)(1)(a), (b), and (d)
and (F)(1)
of this section, the director shall notify the
corporation
that its application is refused and refund the license
fee. If the bureau assesses the director a fee
for any
investigation, the director, in addition to any other fee
assessed
pursuant to this chapter, may assess the applicant,
officer, or
qualifying agent, as appropriate, a fee that is equal
to the fee
assessed by the bureau.
(D) If upon application, investigation, and examination,
the
director finds that the applicant or, in the case of a
corporation, any officer or qualifying agent specified in the
application as satisfying the requirements of divisions (A)(1)
and
(F)(1) of this section, meets the applicable requirements,
the
director shall issue the applicant or the corporation a class A,
B,
or C license. The director also shall issue an identification
card to an applicant, but not
an officer or qualifying agent of a
corporation, who meets the
applicable requirements. The license
and
identification card shall state the licensee's name, the
classification of the license, the location of the
licensee's
principal place of business in this state, and the expiration
date
of the license, and, in the case of a corporation, it also shall
state
the name of each officer or qualifying agent who satisfied
the
requirements of divisions (A)(1) and (F)(1) of this section.
Licenses expire on the first day of March following the
date
of initial issue, and on the first day of March of each year
thereafter. Annual renewals shall be according to the standard
renewal
procedures contained in Chapter 4745. of the Revised Code,
upon
payment of an annual renewal fee the director determines, not
to exceed two hundred seventy-five dollars. No
license shall be
renewed if the licensee or, in the case of a
corporation, each
officer or qualifying agent who qualified the
corporation for
licensure no longer meets the applicable
requirements of this
section. No license shall be renewed unless
the licensee provides
evidence of workers' compensation risk
coverage and unemployment
compensation insurance coverage, other
than for clerical employees
and excepting sole proprietors who are exempted
therefrom, as
provided for in Chapters 4123.
and 4141. of the Revised Code,
respectively, as well as the
licensee's state tax identification
number. No reexamination
shall be required for renewal of a
current license.
For purposes of this chapter, a class A, B, or C license
issued to a corporation shall be considered as also having
licensed the individuals who qualified the corporation for
licensure, for as long as they are associated with the
corporation.
For purposes of this division, "sole proprietor" means an
individual
licensed under this chapter who does not employ any
other individual.
(E) The director may issue a duplicate copy of a license
issued under this section for the purpose of replacement of a
lost, spoliated, or destroyed license, upon payment of a fee
the
director determines, not exceeding twenty-five dollars. Any
change
in license classification requires new application and
application
fees.
(F)(1) In order to qualify a corporation for a class A, B,
or
C license, an officer or qualifying agent may qualify another
corporation for similar licensure, provided that the officer or
qualifying agent is actively engaged in the business of both
corporations.
(2) Each officer or qualifying agent who qualifies a
corporation for class A, B, or C licensure shall surrender any
personal license of a similar nature that the officer or
qualifying agent possesses.
(3) Upon written notification to the director, completion
of
an application similar to that for original licensure,
surrender
of the corporation's current license, and payment of a
twenty-five
dollar fee, a corporation's class A, B, or C license
may be
transferred to another corporation.
(4) Upon written notification to the director, completion
of
an application similar to that for an individual seeking class
A,
B, or C licensure, payment of a twenty-five dollar fee, and,
if
the individual was the only individual that qualified a
corporation for licensure, surrender of the corporation's license,
any officer
or qualifying agent who qualified a corporation for
licensure under
this chapter may obtain a similar license in the
individual's own name without reexamination. A request by an
officer or
qualifying agent for an individual license shall not
affect a corporation's
license
unless the individual is the only
individual that qualified
the corporation for licensure or all the
other individuals who qualified the
corporation for licensure
submit such requests.
(G) If a corporation is for any reason no longer
associated
with an individual who qualified it for licensure
under this
chapter, an officer of the corporation shall notify
the director
of that fact by certified mail, return receipt
requested, within
ten days after the association terminates. If
the notification is
so given, the individual was the only
individual that qualified
the corporation for licensure, and the
corporation submits the
name of another officer or qualifying
agent to qualify the
corporation for the license within thirty
days after the
association terminates, the corporation may
continue to operate in
the business of private investigation, the
business of security
services, or both businesses in this state
under that license for
ninety days after the association
terminates. If the officer or
qualifying agent whose name is
submitted satisfies the
requirements of divisions (A)(1) and
(F)(1) of this section, the
director shall issue a new license to
the corporation within that
ninety-day period. The names of more
than one individual may be
submitted.
Sec. 5810.11. (A)(1) Except as otherwise provided in
division (C) of this section or unless personal liability is
imposed in the contract, a trustee who holds an interest as a
general partner in a general or limited partnership is not
personally liable on a contract entered into by the partnership
after the trust's acquisition of the interest if the fiduciary
capacity was disclosed. A partnership certificate that is filed
pursuant to Chapter 1776. or 1777. or another chapter of the
Revised Code and that indicates that a trustee holds a general
partnership interest in a fiduciary capacity by the use following
the name or signature of the trustee of the words "as trustee" or
other words that indicate the trustee's fiduciary capacity
constitutes a sufficient disclosure for purposes of this division.
(2) If a partnership certificate is not required to be filed
pursuant to Chapter 1776. or 1777. or another chapter of the
Revised Code, a sufficient disclosure for purposes of division (A)
of this section can be made by a trustee if a certificate that is
filed with the recorder of the county in which the partnership's
principal office or place of business is situated and with the
recorder of each county in which the partnership owns real estate
satisfies all of the following requirements:
(a) The certificate states in full the names of all persons
holding interests in the partnership and their places of
residence.
(b) The certificate is signed by all persons who are general
partners in the partnership and is acknowledged by a person
authorized to take acknowledgements of deeds.
(c) The certificate uses the words "trustee under the (will
or trust) of (name of decedent or settlor)," or other words that
indicate the trustee's fiduciary capacity, following the trustee's
name or signature.
(3) A contract or other written instrument that is delivered
to a party that contracts with the partnership in which a trustee
holds a general partnership interest in a fiduciary capacity and
that indicates that the trustee so holds the interest constitutes
a disclosure for purposes of division (A)(1) of this section with
respect to transactions between the party and the partnership. If
a disclosure has been made by a certificate in accordance with
division (A) of this section, a disclosure for purposes of
division (A) of this section with respect to such transactions
exists regardless of whether a contract or other instrument
indicates the trustee holds the general partnership interest in a
fiduciary capacity.
(B) Except as otherwise provided in division (C) of this
section, a trustee who holds an interest as a general partner in a
general or limited partnership is not personally liable for torts
committed by the partnership or for obligations arising from
ownership or control of the interest unless the trustee is
personally at fault.
(C) The immunity provided by this section does not apply if
an interest in the partnership is held by the trustee in a
capacity other than that of trustee or is held by the trustee's
spouse or one or more of the trustee's descendants, siblings, or
parents, or the spouse of any of them.
(D) If the trustee of a revocable trust holds an interest as
a general partner in a general or limited partnership, the settlor
is personally liable for contracts and other obligations of the
partnership as if the settlor were a general partner.
Sec. 5815.35. (A)(1) As used in this division, fiduciary"
means any person, association, or
corporation, other than a
trustee of a testamentary trust, an assignee or trustee for an
insolvent
debtor, or a guardian under Chapter 5905. of the Revised
Code,
that is appointed by and accountable to the probate court,
and
that is acting in a fiduciary capacity for another or charged
with duties in relation to any property, interest, or
estate for
another's benefit. A fiduciary also includes an
agency under
contract with the department of mental retardation
and
developmental disabilities for the provision of protective
service
under sections 5123.55 to 5123.59 of the Revised Code,
when
appointed by and accountable to the probate court as a
guardian or
trustee for a mentally retarded or developmentally
disabled
person.
(2) A fiduciary who enters a contract as
fiduciary on or
after March 22, 1984, is not personally
liable on that contract,
unless the contract otherwise specifies,
if the contract is within
the fiduciary's authority
and the fiduciary discloses that the
contract is being
entered into in a fiduciary capacity. In a
contract, the words "fiduciary" or "as
fiduciary" or other words
that indicate one's
fiduciary capacity following the name or
signature of a fiduciary are sufficient disclosure for purposes of
this
division.
(B)(1) As used in this division, "partnership" includes a
partnership composed of only
general partners and a partnership
composed of general and
limited partners.
(2) Subject to division (D) of this section, an executor
or
administrator who acquires, in a fiduciary
capacity, a general
partnership interest upon the death of a
general partner of a
partnership is not personally liable for any debt, obligation,
or
liability of the partnership that arises from the executor's or
administrator's actions,
except as provided in this division, as a
general partner, or for
any debt, obligation, or liability of the
partnership for which
the executor or administrator otherwise
would be personally liable because the executor or administrator
holds the
general partnership interest, if the executor or
administrator discloses that the general
partnership interest is
held by the executor or administrator in a fiduciary capacity.
This immunity does not apply if an executor or administrator
causes loss or injury to a person who is not a partner in
the
partnership by a wrongful act or omission. This immunity is
not
available to an executor or administrator who holds
a general
partnership interest in a fiduciary capacity if
the spouse or any
lineal descendants of the executor or administrator, or the
executor
or administrator other than in a fiduciary
capacity,
holds any interest in the partnership.
A partnership certificate that is filed pursuant to Chapter
1777. or another chapter of the Revised Code and that indicates
that an executor or administrator holds a general
partnership
interest in a fiduciary capacity by the use following
the name or
signature of the executor or administrator
of the words "executor
under the will of (name of decedent)"
or "administrator of the
estate of (name of decedent)" or
other words that indicate the
executor's or administrator's fiduciary capacity constitutes a
sufficient disclosure
for purposes of this division.
If a partnership certificate is not required to be filed
pursuant to Chapter 1776. or 1777. or another chapter of the
Revised Code,
a sufficient disclosure for purposes of this
division can be made
by an executor or administrator if a
certificate that
satisfies the following requirements is filed
with the recorder
of the county in which the partnership's
principal office or
place of business is situated and with the
recorder of each
county in which the partnership owns real estate:
(a) The certificate shall state in full the names of all
persons holding interests in the partnership and their places of
residence;
(b) The certificate shall be signed by all persons who are
general partners in the partnership, and shall be acknowledged by
a person authorized to take acknowledgements of deeds;
(c) The certificate shall use the words "executor under
the
will of (name of decedent)" or "administrator of the estate of
(name of decedent)" or other words that indicate the
executor's or
administrator's fiduciary capacity,
following the name or
signature of the executor or administrator.
A contract or other written instrument delivered to a party
that contracts with the partnership in which an executor
or
administrator holds a general partnership interest in
a fiduciary
capacity, which indicates that the executor
or administrator so
holds the interest, constitutes a
disclosure for purposes of this
division with respect to
transactions between the party and the
partnership. If a
disclosure has been made by a certificate in
accordance with this
division, a disclosure for purposes of this
division with respect
to such transactions exists regardless of
whether a contract or
other instrument indicates the executor or
administrator holds the general partnership interest in a
fiduciary
capacity.
If an executor or administrator acquires, in
a
fiduciary
capacity, a general partnership interest, the
decedent's estate is
liable for debts, obligations,
or liabilities of the partnership.
(C) An estate that includes a general partnership
interest is
not liable for the debts, obligations, or liabilities
of a
partnership in which another estate has a general
partnership
interest, merely because the executor or administrator of the
estates holds a general partnership
interest in both of the
partnerships in the executor's
or administrator's fiduciary
capacities.
(D) Divisions (B) and (C) of this section apply to general
partnership interests held by executors or administrators in their
fiduciary capacities prior to and on or after
the effective date
of this section March 22, 1984. If an appropriate disclosure
is
made pursuant to division (B) of this section, the immunity
acquired under that division extends only to debts, obligations,
and liabilities of the partnership arising on and after the date
of the disclosure and to debts, obligations, and liabilities of
the partnership that arose prior to the acquisition of the
general
partnership interest by the executor or administrator becoming a
general partner.
Section 2. That existing sections 111.16, 150.05, 1322.03,
1329.01, 1329.02, 1329.04, 1701.05, 1702.05, 1703.04, 1705.05,
1782.02, 1782.20, 1782.60, 2329.66, 4715.22, 4749.03, 5810.11, and
5815.35 of the Revised Code are hereby repealed.
Section 3. That sections 1775.01, 1775.02, 1775.03, 1775.04,
1775.05, 1775.06, 1775.07, 1775.08, 1775.09, 1775.10, 1775.11,
1775.12, 1775.13, 1775.14, 1775.15, 1775.16, 1775.17, 1775.18,
1775.19, 1775.20, 1775.21, 1775.22, 1775.23, 1775.24, 1775.25,
1775.26, 1775.27, 1775.28, 1775.29, 1775.30, 1775.31, 1775.32,
1775.33, 1775.34, 1775.35, 1775.36, 1775.37, 1775.38, 1775.39,
1775.40, 1775.41, 1775.42, 1775.45, 1775.46, 1775.47, 1775.48,
1775.49, 1775.50, 1775.51, 1775.52, 1775.53, 1775.54, 1775.55,
1775.56, 1775.61, 1775.62, 1775.63, 1775.64, 1775.65, 1777.01,
1777.02, 1777.03, 1777.04, 1777.05, 1777.06, 1779.01, 1779.02,
1779.03, 1779.04, 1779.05, 1779.06, 1779.07, 1779.08, 1779.09,
1779.10, and 1779.11 of the Revised Code are hereby repealed,
effective January 1, 2010.
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