Ohio § 1782.61

§ 1782.61.

(A) A limited partnership formed under former Chapter 1781. of the Revised Code or another

former law of this state that was in existence on April 4, 1985, shall not be dissolved

and its legal existence shall not cease as a result of the repeal of the law under

which it was formed, the enactment of this chapter, or the enactment of the amendments

to this chapter contained in the act in which this amendment was enacted.  A limited partnership that was formed under any former law of this state that was

in existence on April 4, 1985, and its partners shall be governed by the provisions

of this chapter as amended from time to time.  Such a pre-existing limited partnership and its partners shall have the same rights

and be subject to the same limitations, restrictions, and liabilities as a limited

partnership formed under this chapter and its partners, except as follows: (1) The partners of a pre-existing limited partnership are not required to execute and

file a certificate of limited partnership under this chapter in order to maintain

the continued existence of the limited partnership as a limited partnership under

the laws of this state. As used in this chapter with respect to a pre-existing limited partnership, unless

the context otherwise requires, “ certificate of limited partnership ” means the certificate of limited partnership of the limited partnership executed

and filed pursuant to the provisions of the former law under which such limited partnership

was formed, and the certificate as amended or restated. (2) A pre-existing limited partnership is not subject to the provisions of section 1782.02 of the Revised Code with respect to its name as set forth in its certificate of limited partnership on

April 4, 1985.  It shall become subject to such provisions if, and at the time, any change in its

name is made on or after April 4, 1985. (3) A pre-existing limited partnership is not subject to the provisions of section 1782.04 of the Revised Code until the execution and filing of the restated certificate of limited partnership

referred to in division (A)(4) of this section, at which time the general partners

of a pre-existing limited partnership have the obligation, right, and power to appoint

and thereafter continuously maintain an agent for service of process as provided in section 1782.04 of the Revised Code , notwithstanding anything to the contrary contained in the partnership agreement. (4) Subject to section 1782.63 of the Revised Code , the provisions of this chapter relating to the events requiring, and the method

of effecting, an amendment or cancellation of a certificate of limited partnership

apply to a pre-existing limited partnership to the same extent and in the same manner

as such provisions apply to a limited partnership formed under this chapter, provided

that the first amendment of the certificate of limited partnership of a pre-existing

limited partnership made on or after April 4, 1985, is effected by the execution and

filing of a restated certificate of limited partnership setting forth all of the information

required in section 1782.08 of the Revised Code .  The information shall be current as of the date of the execution and filing of such

restated certificate of limited partnership.  The execution and filing of such restated certificate of limited partnership shall

not result in the dissolution, or in any way adversely affect the continued existence,

of the pre-existing limited partnership. (5) The references in division (A)(2) of section 1782.09 and in division (B)(2) of section 1782.10 of the Revised Code to the date of the first filing of a limited partnership's certificate of limited

partnership mean, with respect to a pre-existing limited partnership, the date on

which the limited partnership's original certificate of limited partnership was filed

pursuant to and in accordance with the provisions of the former law under which it

was formed. (6) Sections 1782.27 and 1782.28 of the Revised Code apply only to contributions made on or after April 4, 1985. (7) Division (B) of section 1782.17 and section 1782.42 of the Revised Code apply only to assignments made on or after April 4, 1985. (B) This chapter does not affect a claim, action, or proceeding that is accrued, existing,

incurred, or pending on or before April 4, 1985, but the claim, action, or proceeding

may be asserted, enforced, prosecuted, or defended as if this chapter had not been

enacted.