As used in this chapter:

Terms Used In Ohio Code 1776.01

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • 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
  • Business: includes every trade, occupation, and profession. See Ohio Code 1776.01
  • 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.
  • Constituent: means in a merger or consolidation, the domestic or foreign entity that merges into another entity, the entity into which another entity is merged, or an existing entity consolidated along with another entity into a new entity. 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.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • 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
  • Entity: means any of the following:

    (1) A for-profit corporation existing 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;

    (f) A nonprofit corporation. See Ohio Code 1776.01

  • 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.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Limited liability partnership: means a partnership that files a statement of qualification under section 1776. See Ohio Code 1776.01
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • 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
  • Person: means an individual, corporation whether nonprofit or for-profit, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity in its own or any representative capacity, in each case whether domestic or foreign. 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
  • State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States, except that as used in sections 1776. See Ohio Code 1776.01
  • Statement: means a statement of correction or corrected statement under section 1776. See Ohio Code 1776.01
  • Statute: A law passed by a legislature.
  • 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
  • Undertaking: includes a bond. See Ohio Code 1.02
  • United States: includes all the states. See Ohio Code 1.59

(A) “Business” includes every trade, occupation, and profession.

(B) “Debtor in bankruptcy” means a person who is the subject of an order for relief under Title 11 of the United States Code, a comparable order under a successor statute of general application, or a comparable order under any federal, state, or foreign law governing insolvency.

(C) “Constituent” means in a merger or consolidation, the domestic or foreign entity that merges into another entity, the entity into which another entity is merged, or an existing entity consolidated along with another entity into a new entity.

(D) “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.

(E) “Domestic partnership” means a partnership formed under section 1776.22 of the Revised Code or a predecessor law.

(F) “Economic interest” means a partner’s share of the profits and losses of a partnership and the partner’s right to receive distributions.

(G) “Entity” means any of the following:

(1) A for-profit corporation existing 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;

(f) A nonprofit corporation.

(H) “Foreign entity” means an entity formed under the laws of another state.

(I) “Foreign limited liability partnership” means a partnership formed under laws other than the laws of this state and that has the status of a limited liability partnership under those laws.

(J) “Limited liability partnership” means a partnership that files a statement of qualification under section 1776.81 of the Revised Code and does not have a similar statement in effect in any other jurisdiction.

(K) “Liquidating trustee” means a person other than a partner, who carries out the winding up of a partnership.

(L) “Partner” means a person admitted to a partnership as a partner.

(M) “Partnership” means an association of two or more persons to carry on as co-owners a business for-profit formed under section 1776.22 of the Revised Code, a predecessor law, or a comparable law of another jurisdiction.

(N) “Partnership agreement” means the agreement among the partners concerning the partnership, whether written, oral, or implied. A partnership is not required to execute its partnership agreement. A partnership agreement includes amendments to the partnership agreement. A partnership is bound by its partnership agreement irrespective of whether the partnership executes the agreement.

(O) “Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(P) “Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s economic interest and all management and other rights.

(Q) “Person” means an individual, corporation whether nonprofit or for-profit, business trust, estate, trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity in its own or any representative capacity, in each case whether domestic or foreign.

(R) “Property” means all property, real, personal, or mixed, tangible or intangible, or any interest therein.

(S) “State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or insular possession subject to the jurisdiction of the United States, except that as used in sections 1776.68 to 1776.75 of the Revised Code, “state” means the United States, any state, territory, insular possession or other political subdivision of the United States, including the District of Columbia, any foreign country or nation, and any province, territory, or other political subdivision of a foreign country or nation.

(T) “Statement” means a statement of correction or corrected statement under section 1776.12 of the Revised Code, a statement of partnership authority under section 1776.33 of the Revised Code, a statement of denial under section 1776.34 of the Revised Code, a statement of dissociation under section 1776.57 of the Revised Code, a statement of dissolution under section 1776.65 of the Revised Code, a certificate of merger or a certificate of consolidation under section 1776.70 of the Revised Code, a certificate of conversion under section 1776.74 of the Revised Code, a statement of qualification under section 1776.81 of the Revised Code, a statement of foreign qualification under section 1776.86 of the Revised Code, or an amendment or cancellation of any of the foregoing. All statements shall be on forms the secretary of state prescribes.

(U) “Surviving” means, as applied to an entity, the constituent entity that is specified as the entity into which one or more other constituent entities are to be or have been merged.

(V) “Transfer” includes an assignment, conveyance, lease, mortgage, deed, and encumbrance.

(W) “Tribunal” means a court, or if provided in the partnership agreement or otherwise agreed, an arbitrator, arbitration panel, or other tribunal.