Effective: August 6, 2008
Latest Legislation: House Bill 332 - 127th General Assembly
(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.
Structure Ohio Revised Code
Title 17 | Corporations-Partnerships
Chapter 1776 | Ohio Uniform Partnership Act
Section 1776.01 | Definitions.
Section 1776.02 | Knowledge or Notice.
Section 1776.03 | Effect of Partnership Agreement - Nonwaivable Provisions.
Section 1776.04 | Supplemental Principles of Law - Usury.
Section 1776.05 | Execution, Filing, and Recording of Statements.
Section 1776.06 | Governing Law.
Section 1776.07 | Agent for Service of Process.
Section 1776.08 | Service of Process by Delivery.
Section 1776.10 | Service of Process by Delivery.
Section 1776.11 | Failure to Execute Statement or Agreement.
Section 1776.12 | Correction of Inaccurate or Defective Statement.
Section 1776.21 | Partnership as Entity Distinct From Partners.
Section 1776.22 | Formation of Partnership.
Section 1776.23 | Partnership Property.
Section 1776.24 | Partner Contributions - Penalties for Failure to Contribute.
Section 1776.31 | Partner Agent of Partnership.
Section 1776.32 | Transfer of Partnership Property.
Section 1776.33 | Statement of Partnership Authority.
Section 1776.34 | Statement of Denial.
Section 1776.35 | Partnership Liable for Partner's Actionable Conduct.
Section 1776.36 | Partner's Liability.
Section 1776.37 | Actions by and Against Partnership and Partners.
Section 1776.38 | Liability of Purported Partner.
Section 1776.41 | Partner's Rights and Duties.
Section 1776.42 | Distributions in Kind.
Section 1776.43 | Partner's Rights and Duties Respecting Information.
Section 1776.44 | General Standards of Partner's Conduct.
Section 1776.45 | Actions by Partnership and Partners.
Section 1776.46 | Continuation of Partnership Beyond Definite Term or Particular Undertaking.
Section 1776.47 | Partner Not Co-Owner of Partnership Property.
Section 1776.48 | Partner's Transferable Interest in Property.
Section 1776.49 | Transfer of Partner's Transferable Interest.
Section 1776.50 | Partner's Transferable Interest Subject to Charging Order.
Section 1776.51 | Events Causing Partner's Dissociation.
Section 1776.52 | Partner's Power to Dissociate - Wrongful Dissociation.
Section 1776.53 | Effect of Partner's Dissociation.
Section 1776.54 | Purchase of Dissociated Partner's Interest.
Section 1776.55 | Dissociated Partner's Power to Bind and Liability to Partnership.
Section 1776.56 | Dissociated Partner's Liability to Other Persons.
Section 1776.57 | Statement of Dissociation.
Section 1776.58 | Continued Use of Partnership Name.
Section 1776.61 | Events Causing Dissolution and Winding Up of Partnership Business.
Section 1776.62 | Partnership Continues After Dissolution.
Section 1776.63 | Right to Wind Up Partnership Business.
Section 1776.64 | Partner's Power to Bind Partnership After Dissolution.
Section 1776.65 | Statement of Dissolution.
Section 1776.66 | Partner's Liability to Other Partners After Dissolution.
Section 1776.67 | Settlement of Accounts and Contributions Among Partners.
Section 1776.68 | Merger or Consolidation of Partnerships Into Domestic Partnership.
Section 1776.69 | Merger or Consolidation of Partnerships Into Another Entity.
Section 1776.70 | Certificate of Merger or Consolidation.
Section 1776.71 | Effect of Merger or Consolidation.
Section 1776.72 | Conversion of Another Entity Into Domestic Partnership.
Section 1776.73 | Conversion of Domestic Partnership Into Another Entity.
Section 1776.74 | Certificate of Conversion - Effective Date.
Section 1776.75 | Effect of Conversion - Action to Set Aside.
Section 1776.76 | Relief for Dissenting Partner.
Section 1776.77 | Dissenting Partner's Demand for Fair Cash Value of Interests.
Section 1776.78 | Dissenting Partner's Complaint.
Section 1776.79 | Judgment Creditors.
Section 1776.81 | Conversion to Limited Liability Partnership.
Section 1776.82 | Name of Limited Liability Partnership.
Section 1776.83 | Filing of Biennial Report.
Section 1776.84 | Distribution to Partner Where Partnership Insolvent.
Section 1776.85 | Foreign Limited Liability Partnership - Governing Law.
Section 1776.86 | Statement of Foreign Qualification.
Section 1776.87 | Action by Foreign Limited Liability Partnership.
Section 1776.88 | What Constitutes Transacting Business.
Section 1776.89 | Action to Restrain Foreign Limited Liability Partnership.
Section 1776.91 | Construction of Chapter.
Section 1776.92 | Short Title.