Oregon Law
Law as of Jan 1, 2026
Chapter contents
70.005Definitions 70.010Name of limited partnership; registration of assumed business name; application of other law 70.015Reservation of limited partnership name 70.020Office in state 70.025Registered agent; registered office; changing agent 70.030Change of address and resignation procedures for registered agent 70.035Scope of agency of registered agent 70.040When Secretary of State to serve as agent; service on Secretary of State; when default may be entered 70.045Effect of ORS 70.020 to 70.040 70.050Records required in office in state; inspection 70.055Authority of limited partnership 70.060Authority of partner to do business with limited partnership 70.065Filing, service, copying and certification fees 70.067Forms; rules 70.070Filing duty of Secretary of State 70.075Formation of limited partnership; certificate of limited partnership; rules 70.080Amendment of certificate 70.085Cancellation of certificate 70.090Execution of certificate 70.095Remedy for failure to execute certificate 70.100Filing with Office of Secretary of State 70.105Remedy for false statements in certificate 70.110Filing as notice of limited partnership 70.115Duty of general partners to deliver copy of certificate to each limited partner 70.125Date person becomes limited partner; admission of additional limited partner 70.130Voting rights 70.135Liability of limited partner 70.140Liability of person who erroneously believes person is limited partner 70.145Powers of limited partner 70.175Admission of additional general partners 70.180When person ceases to be general partner 70.185Rights, restrictions and liabilities of general partner 70.190Rights and powers of general partner as general and limited partner 70.195Voting rights 70.225Form of contribution 70.230Obligation of partner 70.235Allocation of profits and losses 70.240Allocation of distributions of assets 70.250Entitlement to distributions 70.255Withdrawal of partner 70.260Entitlements of withdrawing partner 70.265Rights of partner regarding distribution; remedies 70.270Limit on distribution 70.275Liability of partner who receives return of contribution 70.285Partnership as personal property 70.290Assignability of partnership interest 70.295Rights of judgment creditor of partner 70.300Assignee of partnership interest as limited partner 70.305Death, incompetency, dissolution or termination of partner 70.325When dissolution occurs 70.330Judgment of dissolution 70.335Who may wind up partnership affairs 70.340Distribution of assets 70.350Law applicable to foreign limited partnership 70.355Registration of foreign limited partnership; rules 70.360[1985 c.677 §51; 1987 c.543 §29; repealed by 1993 c.190 §24] 70.365Name requirements 70.370Correction of application 70.375Cancellation of registration 70.380Registration prerequisite to suing in state; effect on contracts, liability; agent 70.385Attorney General’s enforcement 70.400Action by limited partner upon refusal of general partner 70.405Status of plaintiff 70.410Content of complaint 70.415Remittance of proceeds received by plaintiff; attorney fees 70.430Grounds for administrative action to inactivate certificate or registration of limited partnership 70.435Notice of administrative inactivation; effect of inactivation on authority of registered agent 70.440Reinstatement following administrative inactivation 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] 70.500Definitions for ORS 70.500 to 70.540 70.505Conversion 70.510Action on plan of conversion 70.515Articles and plan of conversion 70.520Effect of conversion; assumed business name 70.525Merger 70.530Action on plan of merger 70.535Articles and plan of merger 70.540Effect of merger 70.600Construction to promote uniformity 70.605Application to partnerships existing prior to July 1, 1986 70.610Annual report; updates; rules 70.615Application of ORS chapter 67 70.620Correction of documents; effective date of correction 70.625Short title 70.990Penalty for signing false document

Chapter 70 — Limited Partnerships

ORS 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 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 limited partner if, on ascertaining the mistake, the person promptly takes either of the following actions:

(1)

Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed.

(2)

Withdraws from future equity participation in the enterprise by executing and submitting for filing with the Office of Secretary of State a certificate declaring withdrawal under this section.

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Provenance

Version history

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