Chapter 70 - Limited Partnerships
- 70.005 Definitions.
As used in this chapter: (1) “Certificate of limited partnership” means the certificate referred to in ORS 70.075, and the certificate as amended, articles of...
- 70.010 Name of limited partnership; registration of assumed business name; application of other law.
(1) The name of each limited partnership as set forth in its certificate of limited partnership: (a) Shall contain without abbreviation the words “limited partnership.”...
- 70.015 Reservation of limited partnership name.
(1) A limited partnership name may be reserved by any of the following persons: (a) Any person intending to organize a limited partnership under ORS...
- 70.020 Office in state.
Each limited partnership shall continuously maintain in this state an office at which the records referred to in ORS 70.050 shall be kept. The office...
- 70.025 Registered agent; changing agent.
(1) Each domestic limited partnership and each foreign limited partnership doing business in this state and all general partners of each domestic limited partnership or...
- 70.030 Change of address and resignation procedures for registered agent.
(1) A registered agent may change the address of the registered agent’s business office in this state by executing and submitting for filing to the...
- 70.035 Scope of agency of registered agent.
The registered agent of a domestic or foreign limited partnership shall be an agent of that domestic or foreign limited partnership and the general partners...
- 70.040 When Secretary of State to serve as agent; service on Secretary of State; when default may be entered.
(1) Under any circumstance described in this subsection, the Secretary of State shall be an agent of a domestic or foreign limited partnership and each...
- 70.045 Effect of ORS 70.020 to 70.040.
Nothing contained in ORS 70.020 to 70.040: (1) Limits or affects the jurisdiction of the courts of this state; (2) Limits or affects the right...
- 70.050 Records required in office in state; inspection.
(1) Each limited partnership shall keep at the office referred to in ORS 70.020 the following records: (a) A current list of the full name...
- 70.055 Authority of limited partnership.
A limited partnership may carry on any business that a partnership without limited partners may carry on. [1985 c.677 §7]
- 70.060 Authority of partner to do business with limited partnership.
Except as provided in the partnership agreement, a partner may lend money to and transact other business with the limited partnership and, subject to other...
- 70.065 Filing, service, copying and certification fees.
The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served...
- 70.067 Forms; rules.
Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may...
- 70.070 Filing duty of Secretary of State.
(1) If a document delivered to the Office of Secretary of State for filing satisfies the requirements of this chapter, the Secretary of State shall...
- 70.075 Formation of limited partnership; certificate of limited partnership; rules.
(1) To form a limited partnership, a certificate of limited partnership must be executed and submitted for filing to the Office of Secretary of State....
- 70.080 Amendment of certificate.
(1) A certificate of limited partnership is amended by submitting for filing a certificate of amendment thereto to the Office of Secretary of State. The...
- 70.085 Cancellation of certificate.
A certificate of limited partnership shall be canceled upon the dissolution and the commencement of winding up of the partnership or at any other time...
- 70.090 Execution of certificate.
(1) Each certificate required by ORS 70.075 to 70.115 to be filed by the Secretary of State shall be executed in the following manner: (a)...
- 70.095 Remedy for failure to execute certificate.
If a person required by ORS 70.090 to execute any certificate fails to do so, any other person who is adversely affected by the failure...
- 70.100 Filing with Office of Secretary of State.
(1) One original of the certificate of limited partnership, of any certificates of amendment or cancellation or of any judgment or judicial order of amendment...
- 70.105 Remedy for false statements in certificate.
If any certificate of limited partnership or certificate of amendment or cancellation contains a false material statement, one who suffers loss by reliance on the...
- 70.110 Filing as notice of limited partnership.
The fact that a certificate of limited partnership is on file in the Office of Secretary of State is notice that the partnership is a...
- 70.115 Duty of general partners to deliver copy of certificate to each limited partner.
Upon the return by the Secretary of State pursuant to ORS 70.100 of an acknowledgment of filing, the general partners shall promptly deliver or mail...
- 70.125 Date person becomes limited partner; admission of additional limited partner.
(1) A person becomes a limited partner on the later of: (a) The date the original certificate of limited partnership is filed; or (b) The...
- 70.130 Voting rights.
Subject to ORS 70.135, the partnership agreement may grant to all or a specified group of the limited partners the right to vote, on a...
- 70.135 Liability of limited partner.
(1) Except as provided in subsection (4) of this section, a limited partner is not liable for the obligations of a limited partnership unless the...
- 70.140 Liability of person who erroneously believes person is limited partner.
A person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner...
- 70.145 Powers of limited partner.
Each limited partner may: (1) Inspect and copy any of the partnership records required to be maintained by ORS 70.050. (2) Obtain from the general...
- 70.175 Admission of additional general partners.
After the filing of a limited partnership’s original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership...
- 70.180 When person ceases to be general partner.
Except as approved by the specific written consent of all partners at the time, a person ceases to be a general partner of a limited...
- 70.185 Rights, restrictions and liabilities of general partner.
(1) Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and...
- 70.190 Rights and powers of general partner as general and limited partner.
A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of and in distributions from...
- 70.195 Voting rights.
The partnership agreement may grant to all or certain identified general partners the right to vote, separately or with all or any class of the...
- 70.225 Form of contribution.
The contribution of a partner may be in cash, property or services rendered, or a promissory note or other obligation to contribute cash or property...
- 70.230 Obligation of partner.
(1) A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in writing signed by the limited...
- 70.235 Allocation of profits and losses.
The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing...
- 70.240 Allocation of distributions of assets.
Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided...
- 70.250 Entitlement to distributions.
Except as provided in ORS 70.250 to 70.275, a partner is entitled to receive distributions from a limited partnership before the partner’s withdrawal from the...
- 70.255 Withdrawal of partner.
(1) A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal...
- 70.260 Entitlements of withdrawing partner.
Except as provided in ORS 70.250 to 70.275, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is...
- 70.265 Rights of partner regarding distribution; remedies.
(1) Except as provided in writing in the partnership agreement, a partner has no right to demand and receive any distribution from a limited partnership...
- 70.270 Limit on distribution.
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, the liabilities of the...
- 70.275 Liability of partner who receives return of contribution.
(1) If a partner has received the return of any part of the partner’s contribution without violation of the partnership agreement or this chapter, the...
- 70.285 Partnership as personal property.
A partnership interest is personal property. [1985 c.677 §40]
- 70.290 Assignability of partnership interest.
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not...
- 70.295 Rights of judgment creditor of partner.
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner...
- 70.300 Assignee of partnership interest as limited partner.
(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:...
- 70.305 Death, incompetency, dissolution or termination of partner.
(1) If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be incompetent to manage the partner’s...
- 70.325 When dissolution occurs.
A limited partnership is dissolved and its affairs shall be wound up when the first of any of the following events occurs: (1) Upon reaching...
- 70.330 Judgment of dissolution.
On application by or for a partner, the circuit court may enter a judgment for the dissolution of a limited partnership whenever it is not...
- 70.335 Who may wind up partnership affairs.
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if no such general partners, the...
- 70.340 Distribution of assets.
Upon the winding up of a limited partnership, the assets shall be distributed as follows: (1) To the extent permitted by law, to creditors, including...
- 70.350 Law applicable to foreign limited partnership.
(1) The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its...
- 70.355 Registration of foreign limited partnership; rules.
(1) Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited...
- 70.360 [1985 c.677 §51; 1987 c.543 §29; repealed by 1993 c.190 §24]
- 70.365 Name requirements.
The Secretary of State shall not register a foreign limited partnership whose name does not meet the requirements of ORS 70.010 (1)(c) unless the foreign...
- 70.370 Correction of application.
If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have...
- 70.375 Cancellation of registration.
(1) A foreign limited partnership may cancel its registration by submitting for filing a certificate of cancellation to the Office of Secretary of State signed...
- 70.380 Registration prerequisite to suing in state; effect on contracts, liability; agent.
(1) A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it...
- 70.385 Attorney General’s enforcement.
The Attorney General may bring an action to restrain a foreign limited partnership from transacting business in this state in violation of ORS 70.350 to...
- 70.400 Action by limited partner upon refusal of general partner.
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with...
- 70.405 Status of plaintiff.
In a derivative action, the plaintiff must be a partner when the plaintiff brings the action and: (1) The plaintiff must have been a partner...
- 70.410 Content of complaint.
In a derivative action, the complaint shall set forth with particularity the effort of the plaintiff to secure initiation of the action by a general...
- 70.415 Remittance of proceeds received by plaintiff; attorney fees.
If a derivative action is successful in whole or in part or if anything is received by the plaintiff as a result of a judgment,...
- 70.430 Grounds for administrative action to inactivate certificate or registration of limited partnership.
The Secretary of State may commence a proceeding under ORS 70.435 to inactivate a certificate of limited partnership or the registration of a foreign limited...
- 70.435 Notice of administrative inactivation; effect of inactivation on authority of registered agent.
(1) If the Secretary of State determines that one or more grounds exist under ORS 70.430 for inactivating a certificate of limited partnership or the...
- 70.440 Reinstatement following administrative inactivation.
(1) A limited partnership administratively inactivated under ORS 70.430 may apply to the Secretary of State for reinstatement within five years from the date of...
- 70.450 [1985 c.677 §61; renumbered 70.600 in 1999]
- 70.455 [1985 c.677 §62; renumbered 70.605 in 1999]
- 70.460 [1985 c.677 §62a; 1987 c.543 §32; 1987 c.843 §23; 1991 c.132 §10; 1993 c.190 §11; 1995 c.215 §21; renumbered 70.610 in 1999]
- 70.465 [1985 c.677 §63; 1997 c.775 §89; 1999 c.86 §19; renumbered 70.615 in 1999]
- 70.470 [1987 c.543 §9b; renumbered 70.620 in 1999]
- 70.490 [1985 c.677 §1; renumbered 70.625 in 1999]
- 70.500 Definitions for ORS 70.500 to 70.540.
As used in ORS 70.500 to 70.540: (1) “Business entity” means: (a) Any of the following for-profit entities: (A) A professional corporation organized under ORS...
- 70.505 Conversion.
(1) A business entity other than a limited partnership may be converted to a limited partnership organized under this chapter, and a limited partnership organized...
- 70.510 Action on plan of conversion.
(1) A plan of conversion shall be approved as follows: (a) In the case of a limited partnership, by all the partners, unless a lesser...
- 70.515 Articles of conversion.
(1) After conversion is approved by the owners, the converting business entity shall file articles of conversion, which shall state the name and type of...
- 70.520 Effect of conversion; assumed business name.
(1) When a conversion to or from a limited partnership pursuant to ORS 70.505 takes effect: (a) The business entity continues its existence despite the...
- 70.525 Merger.
(1) One or more business entities may merge into a limited partnership organized under this chapter if the merger is permitted by the statutes governing...
- 70.530 Action on plan of merger.
(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows: (a) In the case...
- 70.535 Articles of merger.
(1) After a plan of merger is approved by each business entity that is a party to the merger, the surviving business entity shall deliver...
- 70.540 Effect of merger.
(1) When a merger involving a limited partnership takes effect: (a) Every other business entity that is a party to the merger merges into the...
- 70.600 Construction to promote uniformity.
This chapter shall be so applied and construed to carry out its general purpose of making the law with respect to limited partnerships uniform among...
- 70.605 Application to partnerships existing prior to July 1, 1986.
(1) Any limited partnership formed on or after July 1, 1986, shall be governed by this chapter. (2) Any limited partnership formed before July 1,...
- 70.610 Annual report; rules.
(1) Each domestic limited partnership and each foreign limited partnership registered to transact business in this state shall submit for filing an annual report to...
- 70.615 Application of ORS chapter 67.
In any case governing limited partnerships that is not provided for in this chapter, the provisions of ORS chapter 67 govern. [Formerly 70.465]
- 70.620 Correction of documents; effective date of correction.
(1) A domestic or foreign limited partnership may correct a document filed by the Secretary of State if the document contains an incorrect statement or...
- 70.625 Short title.
This chapter may be cited as the Uniform Limited Partnership Act. [Formerly 70.490] _______________
