Ohio Code 1782.64 – Conversion to limited liability limited partnership
(A) A limited partnership may become a limited liability limited partnership by doing all of the following:
Terms Used In Ohio Code 1782.64
- 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. See Ohio Code 1782.01
- 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.
- 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
(1) Obtaining approval of the terms and conditions of the limited partnership becoming a limited liability limited partnership by the vote necessary to amend the limited partnership agreement. When a limited partnership agreement expressly considers contribution obligations, the required vote is the vote necessary to amend those provisions.
(2) Filing a statement of qualification under division (C) of section 1776.81 of the Revised Code;
(3) Complying with the name requirements of section 1776.82 of the Revised Code.
(B) A limited liability limited partnership continues to be the same entity that existed before the filing of a statement of qualification under division (C) of section 1776.81 of the Revised Code.
(C) Division (C) of section 1776.36 and division (B) of section 1776.37 of the Revised Code apply to both general and limited partners of a limited liability limited partnership.