Ohio Revised Code
Chapter 1782 | Limited Partnerships
Section 1782.46 | Partners or Court May Wind Up Affairs.

Effective: July 1, 1994
Latest Legislation: Senate Bill 74 - 120th General Assembly
(A) Except as otherwise provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners or a liquidating trustee approved by the limited partners as provided in the partnership agreement, may wind up the affairs of the limited partnership. Upon application of any partner or his legal representative or assignee , the court of common pleas may wind up the affairs of the limited partnership or may cause its affairs to be wound up by a liquidating trustee appointed by the court.
(B) Upon the dissolution of a limited partnership, the persons winding up the affairs of the limited partnership, in the name of and for and on behalf of the limited partnership, may do any or all of the following without affecting the liability of limited partners and without imposing the liability of a general partner on a liquidating trustee:
(1) Prosecute and defend any civil, criminal, or administrative suit;
(2) Gradually settle and close the business of the limited partnership;
(3) Dispose of and convey the property of the limited partnership;
(4) Discharge or make reasonable provisions for the liabilities of the limited partnership;
(5) Distribute to the partners any remaining assets of the limited partnership.

Structure Ohio Revised Code

Ohio Revised Code

Title 17 | Corporations-Partnerships

Chapter 1782 | Limited Partnerships

Section 1782.01 | Limited Partnership Definitions.

Section 1782.02 | Name.

Section 1782.04 | Statutory Agent.

Section 1782.05 | Records to Be Kept at Principal Office - Copies Provided to Agent Where Office Outside Ohio.

Section 1782.06 | Scope of Business.

Section 1782.07 | Partner's Transactions With Partnership.

Section 1782.08 | Certificate of Limited Partnership Required - Filing, Contents.

Section 1782.09 | Certificate of Amendment - Restatement of Certificate.

Section 1782.10 | Certificate of Cancellation - Amendment.

Section 1782.11 | Execution of Certificate.

Section 1782.12 | Petition for Execution of Certificate.

Section 1782.13 | Filing of Documents With Secretary of State.

Section 1782.14 | Liability for False Statement in Certificate.

Section 1782.15 | Filing Is Notice of Certain Fact.

Section 1782.16 | Copy of Certificates to Be Delivered or Mailed to Limited Partners.

Section 1782.17 | Person Becomes Limited Partner, When - Additional Limited Partners.

Section 1782.18 | Voting Rights.

Section 1782.19 | Rights, Powers, and Liabilities of Limited Partners.

Section 1782.20 | Erroneous Belief That One Is a Limited Partner.

Section 1782.21 | Right to Information.

Section 1782.22 | Additional General Partners.

Section 1782.23 | Person Ceases to Be a General Partner - When.

Section 1782.24 | General Partner - Rights and Powers.

Section 1782.241 | Care Owed by General Partner.

Section 1782.242 | Effect of Self-Dealing.

Section 1782.25 | Person May Be Both General and Limited Partner.

Section 1782.26 | Voting Rights of General Partners.

Section 1782.27 | Contributions of Partner.

Section 1782.28 | Promise of Limited Partner to Contribute to Partnership Not Enforceable Unless Written and Signed.

Section 1782.29 | Allocation of Profits and Losses.

Section 1782.30 | Allocation of Distributions.

Section 1782.31 | Partner Entitled to Receive Distributions.

Section 1782.32 | Withdrawal of General Partner.

Section 1782.33 | Withdrawal of Limited Partner.

Section 1782.34 | Rights of Withdrawing Partner.

Section 1782.35 | Distributions.

Section 1782.36 | Remedies.

Section 1782.37 | Restricting Distributions.

Section 1782.39 | Partnership Interest Is Personal Property.

Section 1782.40 | Partnership Interest - Assignable in Whole or in Part.

Section 1782.41 | Judgment Creditor of Partner.

Section 1782.42 | Assignee May Become Limited Partner.

Section 1782.43 | Rights of Legal Representative of Partner.

Section 1782.431 | Merger or Consolidation - Domestic Limited Partnership.

Section 1782.432 | Merger or Consolidation - Entity Other Than Domestic Limited Partnership.

Section 1782.433 | Certificate of Merger or Consolidation.

Section 1782.434 | Surviving or New Entity.

Section 1782.435 | Dissenting Partners.

Section 1782.436 | Written Demand for Payment of Fair Cash Value of Interests.

Section 1782.437 | Complaint Demanding Relief.

Section 1782.438 | Conversion of Another Entity Into Domestic Limited Partnership.

Section 1782.439 | Conversion of Domestic Limited Partnership Into Another Entity.

Section 1782.4310 | Filing of Certificate of Conversion - Effective Date.

Section 1782.4311 | Legal Effect of Conversion - Action to Set Aside.

Section 1782.44 | Dissolution and Winding-Up.

Section 1782.45 | Decree of Dissolution of Partnership.

Section 1782.46 | Partners or Court May Wind Up Affairs.

Section 1782.47 | Order of Distribution.

Section 1782.48 | Laws Governing Foreign Partnerships.

Section 1782.49 | Application for Registration of Foreign Limited Partnership.

Section 1782.50 | Acceptance of Application by Secretary of State.

Section 1782.51 | Name.

Section 1782.52 | Certificate Correcting Application Information - Statement of Correction of Agent's Address.

Section 1782.53 | Cancellation of Registration.

Section 1782.54 | Failure to Register of Foreign Limited Partnership.

Section 1782.55 | Action to Restrain Transaction of Business.

Section 1782.56 | Derivative Action by Limited Partner.

Section 1782.57 | Plaintiff in Derivative Action.

Section 1782.58 | Complaint.

Section 1782.59 | Court Orders in Successful Derivative Action.

Section 1782.60 | Application and Construction of Chapter.

Section 1782.61 | Pre-Existing Limited Partnerships.

Section 1782.62 | Pre-Existing Foreign Limited Partnerships.

Section 1782.63 | Refiling of Certificate for Limited Partnerships Existing Prior to 7-1-94.

Section 1782.64 | Conversion to Limited Liability Limited Partnership.

Section 1782.65 | Persons Performing Services to Partnership or Partners.