Several different types of partnerships available in Ohio, including General Partnership, Limited Partnership, Limited Liability Partnership, and Limited Liability Limited Partnership.

On this page, you will find information about the General Partnership.

GENERAL PARTNERSHIP

What is a General Partnership in Ohio?

A general partnership is a type of association of two or more persons to carry on as co-owners of a for-profit business.

Why form a General Partnership?

Many business partners pick this type of association for their business because it give them a legal framework for pooling assets; both tangible ones (such as money and tools) and intangible ones such as skills.

Liability

With a general partnership, each owner has unlimited personal liability for all debts incurred by the partnership.

If you want better protection for your private assets, you need to select another business form, such as a Corporation or Limited Liability Company.

Relationship to third parties

• Unless there is an internal agreement stating otherwise, each partner may enter the whole partnership into a legally binding agreement with a third party.
• Even when there is an internal agreement stating otherwise, there are situations where a partner can enter the whole partnership into a legally binding agreement with a third party, even though the partner is violating the internal agreement. (In short: a third-party, such as a customer, can not be expected to know the ins and outs of internal partnership agreements, and shouldn’t be made to suffer because one of the partners is acting outside his limits.)

Forming a General Partnership in Ohio

Ohio Revised Code Section 1776.22 provides that, except as formed under a chapter other than 1776, “any association of two or more persons to carry on as co-owners a business for-profit forms a partnership, whether or not the persons intend to form a partnership.”

Filing forms with the Ohio Secretary of State

A General Partnership can be formed, and may legally conduct business in the state of Ohio, without filing forms with the Ohio Secretary of State.

The General Partnership can elect to submit filings to the Ohio Secretary of State, such as Statements of Partnership Authority, Statutory Agent Updates, Amendments, Cancellations of Partnership, Dissociations and Dissolutions.

Some filings can be done online at https://bsportal.sos.state.oh.us/ .

You can request to have paper forms sent to you by fax or regular mail by calling (877) SOS-FILE (877-767-3453). They can then be sent in by mail using the address on the form.

For more information, visit OhioSecretaryofState.gov and go into the Business section.

Why bother filling forms with the Ohio Secretary of State when it’s not mandatory?

The main reason to file forms with the Ohio Secretary of State for a General Partnership is that, in Ohio, such statements are given significant weight in a court of law. Thus, the filed statements can prove important later on, if legal issues arise.

Statement of Partnership Authority

If you wish to file a Statement of Partnership Authority for your General Partnership with the Ohio Secretary of State, use Form 535.

The Statement of Partnership must include:

• The name of the partnership.
• The address of the partnership’s chief executive office. If the chief executive office is not in Ohio, also include the address of any partnership office in Ohio.
• The names and addresses of all partners OR the name and address of an information agent.
• An Original Appointment and Acceptance of Statutory Agent.
• Signature(s) of authorized representative(s) of the partnership.

Important: If the partnership has filed a prior partnership with the Secretary of State, the partnership’s identifying number must be included in the new filing.

Appointing a Statutory Agent

At the time of filing the Statement of Partnership Authority, the General Partnership must appoint a Statutory Agent. The Statutory Agent is designated to accept any legal process, notice and demand that is served upon the partnership and has a legal duty to share this with the partnership.

The Statutory Agent must be one of the following:

• A natural person residing in Ohio.
• A domestic or foreign a domestic or foreign corporation, nonprofit corporation, limited liability company, partnership, limited partnership, limited liability partnership, limited partnership association, professional association, business trust, or unincorporated nonprofit association that has a business address in Ohio.If the Statutory Agent is a businesses entity, it is also required to fulfil the requirements of Title XVII of the Revised Code to transact business or exercise privileges in Ohio.