Ohio Code 1776.32 – Transfer of partnership property
(A) Partnership property may be transferred as follows:
Terms Used In Ohio Code 1776.32
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Partner: means a person admitted to a partnership as a partner. See Ohio Code 1776.01
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two or more persons to carry on as co-owners a business for-profit formed under section 1776. See Ohio Code 1776.01
- 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. See Ohio Code 1776.01
- Property: means all property, real, personal, or mixed, tangible or intangible, or any interest therein. See Ohio Code 1776.01
- Statement: means a statement of correction or corrected statement under section 1776. See Ohio Code 1776.01
- Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Ohio Code 1776.01
(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.