Ohio Partnership Agreement

An Ohio partnership agreement regulates a partnership’s operations as well as the relationship between partners and the entity itself. Furthermore, this agreement will dictate how partners are admitted and dismissed and how each will be treated during the dissolution of the partnership.

Last updated February 5th, 2025

An Ohio partnership agreement regulates a partnership’s operations as well as the relationship between partners and the entity itself. Furthermore, this agreement will dictate how partners are admitted and dismissed and how each will be treated during the dissolution of the partnership.

15 Downloads
  1. Home »
  2. Partnership Agreements »
  3. Ohio

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]