Ohio Code 1782.44 – Dissolution and winding-up
A limited partnership is dissolved and its affairs shall be wound up when any of the following occurs:
Terms Used In Ohio Code 1782.44
- Certificate of limited partnership: means the certificate referred to in section 1782. See Ohio Code 1782.01
- Event of withdrawal of a general partner: means an event that causes a person to cease to be a general partner as provided 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
- in writing: includes any representation of words, letters, symbols, or figures; this provision does not affect any law relating to signatures. See Ohio Code 1.59
- 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.
- 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
(A) At the time specified in the certificate of limited partnership;
(B) Upon the happening of one or more events specified in writing in the partnership agreement as a basis for the dissolution of the limited partnership;
(C) Upon the written consent of all partners;
(D) Upon an event of withdrawal of a general partner, unless at the time there is at least one other general partner, the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner, and that partner does so. However, the limited partnership is not dissolved and is not required to be wound up by reason of any event of withdrawal if, within ninety days after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment, effective as of the date of the withdrawal, of one or more new or additional general partners.
(E) Upon entry of a decree of judicial dissolution under section 1782.45 of the Revised Code.