(A) A certificate of limited partnership shall be canceled upon the dissolution and the commencement of the winding up of the partnership or at any other time there are no limited partners.

Terms Used In Ohio Code 1782.10

  • 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.
  • Certificate of limited partnership: means the certificate referred to in section 1782. See Ohio Code 1782.01
  • 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
  • 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
  • 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.
  • 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
  • state: means the state of Ohio. See Ohio Code 1.59
  • Trustee: A person or institution holding and administering property in trust.

(B) A certificate of cancellation shall be filed with the secretary of state on a form prescribed by the secretary of state. It shall set forth all of the following:

(1) The name of the limited partnership and the file number assigned to it by the secretary of state;

(2) The date of the first filing of its certificate of limited partnership and, if different, the date of the first filing by the partnership with the secretary of state pursuant to section 1782.63 of the Revised Code;

(3) The reason for filing the certificate of cancellation;

(4) The effective date of cancellation, which shall be a date certain that is not earlier than the date of filing, if it is not to be effective upon the filing of the certificate;

(5) If a person other than any shown on a certificate of limited partnership as a general partner is winding up the limited partnership’s affairs, the name and the business, residence, or mailing address of each liquidating trustee;

(6) Any other information the persons filing the certificate wish to include, provided that the portion of the certificate containing the other information shall not exceed three additional pages.

(C) If a person other than any shown on a certificate of limited partnership as a general partner is winding up the affairs of the limited partnership, each liquidating trustee shall execute and file a certificate of cancellation under this section.

(D) Within thirty days after the occurrence of any of the following events, an amendment to a certificate of cancellation reflecting the occurrence of the event shall be filed with the secretary of state on a form prescribed by the secretary of state:

(1) A new liquidating trustee is named;

(2) A liquidating trustee ceases to serve as such;

(3) The address of a liquidating trustee changes.

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