Ohio Code 1782.01 – Limited partnership definitions
Unless the context requires a different meaning, as used in this chapter:
Terms Used In Ohio Code 1782.01
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Certificate of limited partnership: means the certificate referred to in section 1782. See Ohio Code 1782.01
- Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
- 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.
- Entity: means any of the following:
(1) A for profit corporation organized 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;
(c) A common law trust;
(d) An unincorporated business or for profit organization, including a general or limited partnership;
(e) A limited liability company. See Ohio Code 1782.01
- Executor: A male person named in a will to carry out the decedent
- Fiduciary: A trustee, executor, or administrator.
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. See Ohio Code 1782.01
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Ohio Code 1782.01
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partner: means a limited or general partner. See Ohio Code 1782.01
- 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 agreement: means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business. See Ohio Code 1782.01
- Person: means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity. See Ohio Code 1782.01
- Property: means real and personal property. See Ohio Code 1.59
- state: means the state of Ohio. See Ohio Code 1.59
- Trustee: A person or institution holding and administering property in trust.
- United States: includes all the states. See Ohio Code 1.59
(A) “Certificate of limited partnership” means the certificate referred to in section 1782.08 of the Revised Code, and the certificate as amended or restated.
(B) “Contribution” means any cash, property, services rendered, or promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in his capacity as a partner.
(C) “Entity” means any of the following:
(1) A for profit corporation organized 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;
(c) A common law trust;
(d) An unincorporated business or for profit organization, including a general or limited partnership;
(e) A limited liability company.
(D) “Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in section 1782.23 of the Revised Code.
(E) “Foreign limited partnership” means a limited partnership formed under the laws of any state other than this state.
(F) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
(G) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
(H) “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this state, having as members one or more general partners and one or more limited partners.
(I) “Liquidating trustee” means a person, other than a general partner but including a limited partner, who is carrying out the winding up of a limited partnership.
(J) “Partner” means a limited or general partner.
(K) “Partnership agreement” means any valid written or oral agreement of the partners as to the affairs of a limited partnership and the conduct of its business.
(L) “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
(M) “Person” means any natural person; partnership, limited partnership, trust, estate, association, limited liability company, or corporation; any custodian, nominee, trustee, executor, administrator, or other fiduciary; or any other individual or entity in its own or any representative capacity.