Chapter 70 — Chapter 70

ORS 70.005 Definitions. As used in this chapter

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ORS 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

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ORS 70.015 Reservation of limited partnership name. (1) A limited partnership name may be reserved by any of the following persons

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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 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 commercial mail receiving agency may be a records office if the physical street address of the records office is the same as the physical street address of the commercial mail receiving agency. [1985 c.677 §5; 2017 c.705 §28; 2025 c.158 §5]

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ORS 70.025 Registered agent; registered office; changing agent. (1)(a) 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 be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office

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ORS 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 Office of Secretary of State a statement that includes the following

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ORS 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 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 or foreign limited partnership or any general partner thereof may be served upon the registered agent. [1985 c.677 §5c; 1987 c.543 §5]

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ORS 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 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 law to be served upon the domestic or foreign limited partnership or any general partner thereof. The Secretary of State may be served as agent of the domestic or foreign limited partnership and each general partner thereof

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ORS 70.045 Effect of ORS 70.020 to 70.040. Nothing contained in ORS 70.020 to 70.040

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ORS 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

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ORS 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]

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ORS 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 applicable law, has the same rights and obligations with respect thereto as a person who is not a partner. [1985 c.677 §8]

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ORS 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 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 under this chapter. [1991 c.132 §12; 1999 c.362 §§54,54a]

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ORS 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 by rule require the use of the forms. [1995 c.215 §17]

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ORS 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 file it

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ORS 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. The certificate shall set forth the following

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ORS 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 certificate shall set forth the following

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ORS 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 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

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ORS 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

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ORS 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 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 shall order the Secretary of State to record an appropriate certificate. [1985 c.677 §13; 1987 c.543 §11]

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ORS 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 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 prerequisite to filing. Unless the Secretary of State finds that any certificate does not conform to the filing requirements of this chapter, upon receipt of all filing fees required by law, the Secretary of State shall file the certificate, judgment or judicial order and return an acknowledgment of filing to the sender

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ORS 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 statement may recover damages for the loss from any of the following persons

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ORS 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 limited partnership and the persons designated therein as general partners are general partners, but it is not notice of any other fact. [1985 c.677 §16; 1987 c.543 §13]

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ORS 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 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. [1985 c.677 §17; 1999 c.486 §15]

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ORS 70.125 Date person becomes limited partner; admission of additional limited partner. (1) A person becomes a limited partner on the later of

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ORS 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 per capita or other basis, upon any matter. [1985 c.677 §19]

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ORS 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 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 participates in the control of the business, the limited partner is liable only to persons who transact business with the limited partnership and who reasonably believe, based upon the limited partner’s conduct, that the limited partner is a general partner

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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

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ORS 70.145 Powers of limited partner. Each limited partner may

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ORS 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 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. [1985 c.677 §23; 1987 c.543 §17]

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ORS 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 partnership upon the happening of any of the following events

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ORS 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 is subject to the restrictions of a partner in a partnership without limited partners

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ORS 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 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 a limited partner has the rights and powers and is subject to the restrictions and liabilities of a general partner and, except as provided in the partnership agreement, also has the powers and is subject to the restrictions of a limited partner to the extent of the person’s participation in the partnership as a limited partner. [1985 c.677 §26]

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ORS 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 limited partners, on any matter. The right to vote may be granted on a per capita or any other basis. [1985 c.677 §27]

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ORS 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 or to perform services. [1985 c.677 §28]

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ORS 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 partner

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ORS 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 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 in the partnership records required to be kept pursuant to ORS 70.050, to the extent they have been received by the partnership and have not been returned. [1985 c.677 §30; 1987 c.543 §20]

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ORS 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 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 stated in the partnership records required to be kept pursuant to ORS 70.050, to the extent they have been received by the partnership and have not been returned. [1985 c.677 §31; 1987 c.543 §21]

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ORS 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 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. [1985 c.677 §32; 1987 c.543 §22]

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ORS 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 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 distributable to the withdrawing general partner

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ORS 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 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 fair value of the withdrawing partner’s interest in the limited partnership as of the date of withdrawal based upon the withdrawing partner’s right to share in distributions from the limited partnership. For purposes of this section, the fair value of the withdrawing partner’s interest in the limited partnership shall be determined by assuming that any distribution to which the withdrawing partner is otherwise entitled by reason of this section has been made. [1985 c.677 §35]

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ORS 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 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 asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership

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ORS 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 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

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ORS 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 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’s liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership

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ORS 70.285 Partnership as personal property. A partnership interest is personal property. [1985 c.677 §40]

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ORS 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 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 which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all the partner’s partnership interest. [1985 c.677 §41]

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ORS 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 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 deprive any partner of the benefit of any exemption laws applicable to the partner’s partnership interest. [1985 c.677 §42]

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ORS 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

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ORS 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 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 partner’s property, including any power the partner held to give an assignee the right to become a limited partner

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ORS 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

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