Ohio Partnership Types (4)
| Partnership Type | State Filing Requirement |
|---|---|
| General Partnership (GP) | Statement of Partnership Authority (Filing Fee: $99.00) |
| Limited Partnership (LP) | Ohio Form 531A Certificate of Limited Partnership ($99.00) |
| Limited Liability Partnership (LLP) | Statement of Domestic Qualification Limited Liability Partnership (Filing Fee: $99.00) |
| Limited Liability Limited Partnership (LLLP) | Ohio Form 531A Certificate of Limited Partnership (Filing Fee: $99.00) Note: Follow the form instructions to indicate the appropriate partnership type accordingly. |
Fiduciary Duty
Duty of Loyalty:
- A partner keeps track of and reports every benefit that is “derived” from the partnership’s existence or assets, which includes property, profits, or “the appropriation of a partnership opportunity.[1]
- Partners avoid “dealing with the partnership” as a party with intentions counterproductive to those of the partnership or on behalf of any entity intent on interfering, harming, or preventing the partnership’s success. [2]
- No partner has the right to compete “with the partnership” while it conducts business or during its dissolution. [3]
Duty of Care:
- Partnerships expect every partner to conduct themselves without “reckless” conduct, negligence, or activities constituting a “violation of law.”[4]
Partners complete their formal duties while they “exercise any rights” they hold fairly and with good faith. [5]
Any partner pursues their interests but, only without violating any partnership “duty or obligation.” [6]
Liability
Limited liability partnerships shield the partners from the responsibilities, liabilities, and contractual obligations the LLP must fulfill; however, this applies to liabilities a partnership assumes (exclusively) during the period the LLP’s registration is valid.[7]
Partners of a general partnership are liable for the partnership jointly as well as severally however, exceptions are, at times, available through agreements “by the claimant or provided by law.” [8]
Partners do not hold liability for partnership obligations before their admittance since their obligations begin with their “admission as a partner.”[9]
State Definitions (6)
General partner means that a person becomes part of an LP with the designation of a general partner that is “in accordance” with the partnership’s certificate of limited partnership and the partnership agreement.[10]
Limited partner means the LP’s partnership agreement explicitly admits a partner and assigns the limited partner label and status to the admittance.[11]
Limited partnership means a specifically formed partnership has one or more limited partners as well as at least one general partnership and operates as a “domestic limited partnership” according to Ohio law.[12]
Limited liability partnership means that a partnership explicitly “files a statement” that is a statement of qualification as per the Ohio Uniform Partnership Act during its formation or a conversion. [13]
Foreign limited partnership means that the concerned limited partnership began and continues to operate “under the laws of any state other than” Ohio.[14]
Foreign limited liability partnership means an LLP that is from another state and “has the status of a limited liability partnership under those laws.” [15]
Sources
- OH Rev Code § 1776.44(B1) (2023)
- OH Rev Code § 1776.44(B2) (2023)
- OH Rev Code § 1776.44(B3) (2023)
- OH Rev Code § 1776.44(C) (2023)
- OH Rev Code § 1776.44(D) (2023)
- OH Rev Code § 1776.44(E) (2023)
- Ohio Rev Code § 1776.36(C) (2013)
- Ohio Rev Code § 1776.36(A) (2013)
- OH Rev Code § 1776.36(B) (2023)
- OH Rev Code § 1782.01(F) (2023)
- OH Rev Code § 1782.01(G) (2023)
- OH Rev Code § 1782.01(H) (2023)
- OH Rev Code § 1776.01(J) (2023)
- OH Rev Code § 1782.01(E) (2023)
- OH Rev Code § 1776.01(I) (2023)