Oregon Revised Statutes
As used in this chapter: “Certificate of limited partnership” means the certificate referred to in ORS 70.075, and the certificate as amended, articles of conversion and articles of merger. “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that…
The name of each limited partnership as set forth in its certificate of limited partnership: Shall contain without abbreviation the words “limited partnership.” May not contain the name of a limited partner unless: The name is also the name of a general partner or the corporate name of a corporate general partner; or The business of the limited partnersh…
A limited partnership name may be reserved by any of the following persons: Any person intending to organize a limited partnership under ORS 70.075 and to adopt that name. Any domestic limited partnership or any foreign limited partnership registered in this state that in either case intends to adopt that name. Any foreign limited partnership intending to…
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 records office may be but need not be a place of business of the limited partnership in this state and may not be a mail forwarding business, a virtual office or a commercial mail receiving agency, except that a comme…
A domestic limited partnership and a foreign limited partnership that does business in this state and all general partners of each domestic limited partnership or foreign limited partnership must continuously maintain in this state a registered agent and a registered office. The registered office must be located at a physical street address where process may…
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 Office of Secretary of State a statement that includes the following: The name and address of the domestic or foreign limited partnership and each general partner thereof; The new street address of the registered a…
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 thereof. Any process, notice or demand that arises out of a conduct of the affairs of the domestic or foreign limited partnership and that is required or permitted by law to be served upon the domestic o…
Under any circumstance described in this subsection, the Secretary of State shall be an agent of a domestic or foreign limited partnership and each general partner thereof, for the purpose of serving any process, notice or demand that arises out of the conduct of the affairs of the domestic or foreign limited partnership and that is required or permitted by …
Nothing contained in ORS 70.020 to 70.040: Limits or affects the jurisdiction of the courts of this state; Limits or affects the right to serve any process, notice or demand required or permitted by law to be served upon a limited partnership or the general partners thereof in any other manner now or hereafter permitted by law; or Enlarges the purposes fo…
Each limited partnership shall keep at the office referred to in ORS 70.020 the following records: A current list of the full name and last-known business address of each partner specifying separately the general partners and the limited partners in alphabetical order. A copy of the certificate of limited partnership and all certificates of amendment there…
A limited partnership may carry on any business that a partnership without limited partners may carry on.
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 applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
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 on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record unde…
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 by rule require the use of the forms.
If a document delivered to the Office of Secretary of State for filing satisfies the requirements of this chapter, the Secretary of State shall file it. The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, except as provided in ORS 70.030 and 70.610, t…
To form a limited partnership, a certificate of limited partnership must be executed and submitted for filing to the Office of Secretary of State. The certificate shall set forth the following: The name of the limited partnership. The address of the office required to be maintained under ORS 70.020 and the name and street address of the agent. A mailing a…
A certificate of limited partnership is amended by submitting for filing a certificate of amendment thereto to the Office of Secretary of State. The certificate shall set forth the following: The name of the limited partnership immediately prior to the filing of the certificate of amendment. The amendment to the certificate. Not later than the 30th day af…
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 there are no limited partners. A certificate of cancellation shall be submitted for filing to the Office of Secretary of State and shall set forth the following: The name of the limited partnership. The reas…
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: An original certificate of limited partnership must be signed by all general partners named therein. A certificate of amendment must be signed by at least one general partner and by each other general partner designated in the …
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 may petition the circuit court to direct the execution of the certificate. If the court finds that it is proper for the certificate to be executed, and that any person so designated has failed to execute the certificate, it …
One original of the certificate of limited partnership, of any certificates of amendment or cancellation or of any judgment or judicial order of amendment or cancellation, shall be submitted for filing to the Office of Secretary of State. A person who executes a certificate as an agent or fiduciary need not exhibit evidence of such authority as a prerequisit…
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 statement may recover damages for the loss from any of the following persons: Any party to the certificate who knew, and any general partner who knew or should have known, the statement to be fals…
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 limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact.
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 a copy of the certificate of limited partnership and each certificate of amendment or cancellation to each limited partner unless the partnership agreement provides otherwise. LIMITED PARTNERS
A person becomes a limited partner on the later of: The date the original certificate of limited partnership is filed; or The date stated in the records of the limited partnership as the date that person becomes a limited partner. After the filing of a limited partnership’s original certificate of limited partnership, a person may be admitted as an additi…
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 per capita or other basis, upon any matter.
Except as provided in subsection (4) of this section, a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner part…
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 in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise or exercising any rights of a limi…
Each limited partner may: Inspect and copy any of the partnership records required to be maintained by ORS 70.050. Obtain from the general partners from time to time upon reasonable demand: True and full information regarding the state of the business and financial condition of the limited partnership; A copy of the limited partnership’s federal, state a…
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 agreement or, if the partnership agreement does not provide in writing for the admission of additional general partners, with the written consent of all partners.
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 partnership upon the happening of any of the following events: The general partner withdraws from the limited partnership as provided in ORS 70.255 (1). The general partner ceases to be a member of the limited partnership as …
Except as provided in this chapter or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. Except as provided in this chapter, a general partner of a limited partnership has the liabilities of a partner in a partnership wi…
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 the limited partnership as a general partner. A general partner also may make contributions to and share in the profits, losses and distributions as a limited partner. A person who is both a general partner and…
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 limited partners, on any matter. The right to vote may be granted on a per capita or any other basis. FINANCES
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 or to perform services.
A promise by a limited partner to contribute to the limited partnership is not enforceable unless set out in writing signed by the limited partner. Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or other property or to perform services, even if the part…
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 in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value of the contributions made by each partner, as stated …
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 in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value of the contributions made by each partner, as stat…
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 limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement.
A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributab…
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 entitled under the partnership agreement. If not otherwise provided in the partnership agreement, the withdrawing partner also is entitled to receive, within a reasonable time after withdrawal, the f…
Except as provided in writing in the partnership agreement, a partner has no right to demand and receive any distribution from a limited partnership in any form other than cash, regardless of the nature of the partner’s contribution. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any ass…
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 limited partnership exceed the fair value of the partnership assets. For purposes of this section, the following shall be disregarded as liabilities of the limited partnership: Liabilities to partners on acc…
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 partner is liable to the limited partnership for a period of one year after receipt of the return for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership’…
A partnership interest is personal property.
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 dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to wh…
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 with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not depr…
An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that: The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or All other partners consent. An assignee who has become a limited partner has, to the extent assigned, t…
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 person or property, the partner’s executor, administrator, guardian, conservator or other legal representative may exercise all the partner’s rights for the purpose of settling the partner’s estate or administering the pa…
A limited partnership is dissolved and its affairs shall be wound up when the first of any of the following events occurs: Upon reaching the time for dissolution specified in the certificate of limited partnership. Upon the happening of events specified in writing in the partnership agreement. By the vote or such other action of the partners as is provide…
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 reasonably practicable to carry on the business in conformity with the partnership agreement.
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 limited partners, may wind up the limited partnership’s affairs. However, the circuit court upon cause shown may wind up the limited partnership’s affairs upon application of any partner, or the pa…
Upon the winding up of a limited partnership, the assets shall be distributed as follows: To the extent permitted by law, to creditors, including partners who are creditors, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under ORS 70.250 or 70.260. Except as provided in the partnership agreeme…
The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners. A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state.
Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit for filing to the office of Secretary of State an application for registration as a foreign limited partnership. The application must be signed by a general partner and must set …
No operative statutory text appears at this designation in the selected edition.
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 limited partnership states its name on its application as (name of limited partnership), a limited partnership of (place of registration), which shall be the “real and true name” of the limited partnership.
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 changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly submit for filing to the Office of Secretary of State a certificate, signed by a general partner, …
A foreign limited partnership may cancel its registration by submitting for filing a certificate of cancellation to the Office of Secretary of State signed by a general partner. A certificate of cancellation shall set forth: The name of the limited partnership and the state or country under the laws of which it is organized; A statement that the limited p…
A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state. The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limit…
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 70.385. DERIVATIVE ACTIONS
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 authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed.
In a derivative action, the plaintiff must be a partner when the plaintiff brings the action and: The plaintiff must have been a partner at the time of the transaction of which the plaintiff complains; or The plaintiff’s status as a partner must have devolved upon the plaintiff from a person who was a partner at the time of the transaction.
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 partner or the reasons for not making the effort.
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, compromise or settlement of an action or claim, the court shall direct the plaintiff to remit to the limited partnership the remainder of those proceeds received by the plaintiff. The court may award reasonable attorney fees to the …
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 partnership if: The limited partnership does not pay when due any fees imposed by this chapter; The limited partnership does not deliver its annual report to the Secretary of State when due; The limi…
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 registration of a foreign limited partnership, the Secretary of State shall give the limited partnership notice of that determination. If the limited partnership, within 45 days after the notice is given, does not…
A limited partnership that the Secretary of State administratively inactivated under ORS 70.430 may apply to the Secretary of State for reinstatement within five years from the date of inactivation. The application must: State the name of the limited partnership and effective date of the limited partnership’s administrative inactivation; and State that the…
No operative statutory text appears at this designation in the selected edition.
No operative statutory text appears at this designation in the selected edition.
No operative statutory text appears at this designation in the selected edition.
No operative statutory text appears at this designation in the selected edition.
No operative statutory text appears at this designation in the selected edition.
No operative statutory text appears at this designation in the selected edition.
As used in ORS 70.500 to 70.540: “Business entity” means: Any of the following for-profit entities: A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction; A limited liability company orga…
A business entity may be converted to a limited partnership organized under this chapter. A limited partnership organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. A business entity may perform a conversion described in p…
A plan of conversion shall be approved as follows: In the case of a limited partnership, by all the partners, unless a lesser vote is provided for in the certificate of limited partnership or, in the case of a foreign limited partnership, by the law of the jurisdiction in which the limited partnership is organized. In the case of a business entity other th…
After the owners approve a conversion, the converting business entity shall: File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and File a plan of conversion or, in lieu of a plan of conversion, a written declaration that: Ide…
When a conversion to or from a limited partnership pursuant to ORS 70.505 takes effect: The business entity continues its existence despite the conversion; Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment; All obligations of the converting busines…
One or more business entities may merge into a limited partnership organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A limited partnership organized unde…
A plan of merger shall be approved by each business entity that is a party to the merger, as follows: In the case of a limited partnership, by all the partners, unless a lesser vote is provided for in the certificate of limited partnership or, in the case of a foreign limited partnership, by the law of the jurisdiction in which the limited partnership is fo…
After each business entity that is a party to a merger has approved a plan of merger, the surviving business entity shall deliver to the Office of Secretary of State for filing: Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; A plan …
When a merger involving a limited partnership takes effect: Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases; The title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the survi…
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 states enacting this chapter.
Any limited partnership formed on or after July 1, 1986, shall be governed by this chapter. Any limited partnership formed before July 1, 1986, shall be governed by this chapter except as follows: The limited partnership shall not be required to change its name to comply with ORS 70.010 (1)(a) unless the limited partnership changes its name after July 1, 1…
A domestic limited partnership and a foreign limited partnership registered to transact business in this state shall submit for filing an annual report to the office of the Secretary of State that includes: The name of the domestic or foreign limited partnership and the state or country under the law of which the domestic or foreign limited partnership is f…
In any case governing limited partnerships that is not provided for in this chapter, the provisions of ORS chapter 67 govern.
A domestic or foreign limited partnership may correct a document filed by the Secretary of State if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged. A domestic or foreign limited partnership shall correct a document by delivering a certificate of correction to the Office of Secretary of St…
This chapter may be cited as the Uniform Limited Partnership Act. PENALTY
A person commits the crime of signing a false document for filing if the person: Knows the document is false in any material respect; and Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. Signing a false document for filing is a Class A misdemeanor. _______________