2006 Ohio Revised Code - [1782.43.5] 1782.435.Partners entitled to relief as dissenting partners; liability of general partner.

[§ 1782.43.5] § 1782.435. Partners entitled to relief as dissenting partners; liability of general partner.
 

(A)  Unless otherwise provided in writing in the partnership agreement of a constituent domestic limited partnership, the following are entitled to relief as dissenting partners as provided in section 1782.436 [1782.43.6] of the Revised Code: 

(1) Partners of a domestic limited partnership that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1782.431 [1782.43.1] or 1782.432 [1782.43.2] of the Revised Code; 

(2) In the case of a merger into a domestic limited partnership, partners of the surviving domestic limited partnership who under section 1782.431 [1782.43.1] of the Revised Code are entitled to vote or act on the adoption of an agreement or merger, but only as to the interests so entitling them to vote or act; 

(3) Partners of a domestic limited partnership that is being converted into a converted entity pursuant to section 1782.439 [1782.43.9] of the Revised Code. 

(B)  Unless otherwise expressly agreed to in writing, a general partner of any constituent partnership shall be liable to the partners of the constituent partnership for any amount payable to them pursuant to section 1782.436 [1782.43.6] of the Revised Code as if the amount payable were an existing liability of the constituent partnership at the time of the merger or consolidation. 
 

HISTORY: 145 v S 74. Eff 7-1-94; 151 v H 301, § 1, eff. 10-12-06.

 

Effect of Amendments

151 v H 301, effective October 12, 2006, added (A)(3); and made minor stylistic changes.