Ohio Code 1782.47 – Order of distribution
(A) Upon the winding up of a limited partnership, the assets shall be distributed in the following order:
Terms Used In Ohio Code 1782.47
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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. 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
- Trustee: A person or institution holding and administering property in trust.
(1) To creditors, including partners, to the extent permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners pursuant to section 1782.31 or 1782.34 of the Revised Code;
(2) Except as otherwise provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions pursuant to section 1782.31 or 1782.34 of the Revised Code;
(3) Except as otherwise provided in the partnership agreement, to partners first for the return of their contributions and second with respect to their partnership interests, in the proportions in which the partners share in distributions.
(B) A limited partnership that has dissolved shall pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional, or unmatured claims and obligations, that are known to the limited partnership and all claims and obligations that are known to the limited partnership but for which the identity of the claimant or obligee is unknown. If there are sufficient assets, the claims and obligations shall be paid in full, and any reasonable provision for payment shall be made in full. If there are insufficient assets, the claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Unless otherwise provided in a partnership agreement, any remaining assets shall be distributed as provided in this chapter. No liquidating trustee winding up the affairs of a limited partnership who has complied with this section shall be personally liable to the claimants of the dissolved limited partnership by reason of his actions in winding up the limited partnership. A person named in a certificate of cancellation as a liquidating trustee shall not be subject to liability as a general partner by reason of being so named.