Liquidating trustee certification
The certificate shall be on a form prescribed by the secretary of state and shall set forth all of the following:(1) The name of the limited partnership; (2) The address of the principal place of business of the limited partnership; (3) The name and business or residence address of each general partner; (4) Any other matters that the general partners determine to include in the certificate.(B) A written appointment of a statutory agent for the purpose set forth in section 1782.04 of the Revised Code shall be filed with the certificate of limited partnership.(G) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.(H) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this state, having as members one or more general partners and one or more limited partners.(B) The secretary of state shall not accept a certificate of limited partnership for filing unless there is filed with the certificate a written appointment of an agent that is signed by the general partners of the limited partnership and a written acceptance of the appointment that is signed by the agent, or unless there is filed a written appointment of an agent that is signed by any authorized officer of the limited partnership and a written acceptance of the appointment that is either the original acceptance signed by the agent or a photocopy, facsimile, or similar reproduction of the original acceptance signed by the agent.In the discretion of the secretary of state, an original appointment of statutory agent may be submitted on the same form as the certificate of limited partnership but shall not be considered a part of the certificate.
The agent shall maintain the copy at its office in this state. Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, except as otherwise provided by law, has the same rights and obligations with respect to such loans and transactions as a person who is not a partner. (A) To form a limited partnership, a certificate of limited partnership shall be executed and filed with the secretary of state, as provided in section 1782.13 of the Revised Code.(C) A limited partnership is an entity formed at the time of filing the certificate of limited partnership pursuant to section 1782.13 of the Revised Code or at any later time specified in the certificate if, in either case, there has been substantial compliance with the requirements of divisions (A) and (B) of this section. (A) A certificate of limited partnership shall be amended by filing a certificate of amendment with the secretary of state.The certificate of amendment shall be on a form prescribed by the secretary of state and shall state 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 the 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 amendment to the certificate of limited partnership.(C) The written appointment of an agent shall set forth the name and address in this state of the agent, including the street and number or other particular description, and shall otherwise be in the form the secretary of state prescribes.The secretary of state shall keep a record of the names of limited partnerships, and the names and addresses of their respective agents.
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(C) "Entity" means any of the following:(1) A for profit corporation organized under the laws of this state or any other state; (2) Any of the following organizations existing under the laws of this state, the United States, or any other state:(a) A business trust or association; (b) A real estate investment trust; (c) A common law trust; (d) An unincorporated business or for profit organization, including a general or limited partnership; (e) A limited liability company.