Ohio Code 1776.51 – Events causing partner’s dissociation
A partner is dissociated from a partnership upon the occurrence of any of the following events:
Terms Used In Ohio Code 1776.51
- Another: when used to designate the owner of property which is the subject of an offense, includes not only natural persons but also every other owner of property. See Ohio Code 1.02
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Business: includes every trade, occupation, and profession. See Ohio Code 1776.01
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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. See Ohio Code 1776.01
- Economic interest: means a partner's share of the profits and losses of a partnership and the partner's right to receive distributions. See Ohio Code 1776.01
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- 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
- Partnership agreement: means the agreement among the partners concerning the partnership, whether written, oral, or implied. 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
- Transfer: includes an assignment, conveyance, lease, mortgage, deed, and encumbrance. See Ohio Code 1776.01
- Tribunal: means a court, or if provided in the partnership agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal. See Ohio Code 1776.01
- Trustee: A person or institution holding and administering property in trust.
(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:
(1) The partner’s death;
(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.