Ohio Code 1782.04 – Statutory agent
(A) Each limited partnership shall maintain continuously in this state an agent for service of process on the limited partnership. The agent shall be one of the following:
Terms Used In Ohio Code 1782.04
- 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
- Certificate of limited partnership: means the certificate referred to in section 1782. See Ohio Code 1782.01
- 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.
- 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
- 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.
- 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
- Service of process: The service of writs or summonses to the appropriate party.
- state: means the state of Ohio. See Ohio Code 1.59
(1) A natural person who is a resident of this state;
(2) A domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in this state. If the agent is an entity other than a domestic corporation, the agent shall meet the requirements of Title XVII of the Revised Code for an entity of the agent’s type to transact business or exercise privileges in this state.
(B) The secretary of state shall not accept a certificate of limited partnership for filing unless there is filed with the certificate a written appointment of an agent that is signed by the general partners of the limited partnership and a written acceptance of the appointment that is signed by the agent, or unless there is filed a written appointment of an agent that is signed by any authorized officer of the limited partnership and a written acceptance of the appointment that is either the original acceptance signed by the agent or a photocopy, facsimile, or similar reproduction of the original acceptance signed by the agent.
In the discretion of the secretary of state, an original appointment of statutory agent may be submitted on the same form as the certificate of limited partnership but shall not be considered a part of the certificate.
(C) The written appointment of an agent shall set forth the name and address in this state of the agent, including the street and number or other particular description, and shall otherwise be in the form the secretary of state prescribes. The secretary of state shall keep a record of the names of limited partnerships, and the names and addresses of their respective agents.
(D) If any agent dies, removes from the state, or resigns, the limited partnership shall forthwith appoint another agent and file with the secretary of state, on a form prescribed by the secretary of state, a written appointment of the new agent.
(E) If the agent changes the agent’s address from that appearing upon the record in the office of the secretary of state, the limited partnership or the agent forthwith shall file with the secretary of state, on a form prescribed by the secretary of state, a written statement setting forth the new address.
(F) An agent may resign by filing with the secretary of state, on a form prescribed by the secretary of state, a written notice to that effect that is signed by the agent and by sending a copy of the notice to the limited partnership at its current or last known address or its principal office on or prior to the date the notice is filed with the secretary of state. The notice shall set forth the name of the limited partnership, the name and current address of the agent, the current or last known address, including the street and number or other particular description, of the limited partnership’s principal office, the resignation of the agent, and a statement that a copy of the notice has been sent to the limited partnership within the time and in the manner prescribed by this division. Upon the expiration of thirty days after the filing, the authority of the agent shall terminate.
(G) A limited partnership may revoke the appointment of an agent by filing with the secretary of state, on a form prescribed by the secretary of state, a written appointment of another agent and a statement that the appointment of the former agent is revoked.
(H) Except when an original appointment of an agent is filed with the certificate of limited partnership, a written appointment of an agent or a written statement filed by a limited partnership with the secretary of state shall be signed by any authorized officer of the limited partnership, or the general partners of the limited partnership, or a majority of them.