Ohio § 5810.11

§ 5810.11.

(A)(1) Except as otherwise provided in division (C) of this section or unless personal liability

is imposed in the contract, a trustee who holds an interest as a general partner in

a general or limited partnership is not personally liable on a contract entered into

by the partnership after the trust's acquisition of the interest if the fiduciary

capacity was disclosed.  A partnership certificate that is filed pursuant to Chapter 1776. or 1777. or another

chapter of the Revised Code and that indicates that a trustee holds a general partnership

interest in a fiduciary capacity by the use following the name or signature of the

trustee of the words “as trustee” or other words that indicate the trustee's fiduciary

capacity constitutes a sufficient disclosure for purposes of this division. (2) If a partnership certificate is not required to be filed pursuant to Chapter 1776.

or 1777. or another chapter of the Revised Code, a sufficient disclosure for purposes

of division (A) of this section can be made by a trustee if a certificate that is

filed with the recorder of the county in which the partnership's principal office

or place of business is situated and with the recorder of each county in which the

partnership owns real estate satisfies all of the following requirements: (a) The certificate states in full the names of all persons holding interests in the

partnership and their places of residence. (b) The certificate is signed by all persons who are general partners in the partnership

and is acknowledged by a person authorized to take acknowledgements of deeds. (c) The certificate uses the words “trustee under the (will or trust) of (name of decedent

or settlor),” or other words that indicate the trustee's fiduciary capacity, following

the trustee's name or signature. (3) A contract or other written instrument that is delivered to a party that contracts

with the partnership in which a trustee holds a general partnership interest in a

fiduciary capacity and that indicates that the trustee so holds the interest constitutes

a disclosure for purposes of division (A)(1) of this section with respect to transactions

between the party and the partnership.  If a disclosure has been made by a certificate in accordance with division (A) of

this section, a disclosure for purposes of division (A) of this section with respect

to such transactions exists regardless of whether a contract or other instrument indicates

the trustee holds the general partnership interest in a fiduciary capacity. (B) Except as otherwise provided in division (C) of this section, a trustee who holds

an interest as a general partner in a general or limited partnership is not personally

liable for torts committed by the partnership or for obligations arising from ownership

or control of the interest unless the trustee is personally at fault. (C) The immunity provided by this section does not apply if an interest in the partnership

is held by the trustee in a capacity other than that of trustee or is held by the

trustee's spouse or one or more of the trustee's descendants, siblings, or parents,

or the spouse of any of them. (D) If the trustee of a revocable trust holds an interest as a general partner in a general

or limited partnership, the settlor is personally liable for contracts and other obligations

of the partnership as if the settlor were a general partner. (E) The liability limitations in this section apply to trustees as partners notwithstanding

the broader personal liabilities otherwise imposed by any partnership law. (F) If a trust is identified as a partner, the reference is deemed to be to, and the

partner is, the current trustee or trustees of the trust and their successors as trustees.