Chapter 70 — Chapter 70

ORS 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 reasonably practicable to carry on the business in conformity with the partnership agreement. [1985 c.677 §46; 2003 c.576 §332]

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ORS 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 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 partner’s legal representative or assignee. [1985 c.677 §47]

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ORS 70.340 Distribution of assets. Upon the winding up of a limited partnership, the assets shall be distributed as follows

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ORS 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 limited partners

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ORS 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 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 forth the following

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ORS 70.360 [1985 c.677 §51; 1987 c.543 §29; repealed by 1993 c.190 §24]

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ORS 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 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. [1985 c.677 §52; 1987 c.543 §30]

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ORS 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 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, correcting the statement. [1985 c.677 §53; 1987 c.543 §30a]

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ORS 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 by a general partner

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ORS 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 has registered in this state

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ORS 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 70.385. [1985 c.677 §56]

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ORS 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 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. [1985 c.677 §57]

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ORS 70.405 Status of plaintiff. In a derivative action, the plaintiff must be a partner when the plaintiff brings the action and

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ORS 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 partner or the reasons for not making the effort. [1985 c.677 §59]

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ORS 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, 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 prevailing party in a derivative action. [1985 c.677 §60; 1995 c.618 §43]

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ORS 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 partnership if

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ORS 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 registration of a foreign limited partnership, the Secretary of State shall give the limited partnership notice of that determination

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ORS 70.440 Reinstatement following administrative inactivation. (1) 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

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ORS 70.450 [1985 c.677 §61; renumbered 70.600 in 1999]

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ORS 70.455 [1985 c.677 §62; renumbered 70.605 in 1999]

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ORS 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]

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ORS 70.465 [1985 c.677 §63; 1997 c.775 §89; 1999 c.86 §19; renumbered 70.615 in 1999]

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ORS 70.470 [1987 c.543 §9b; renumbered 70.620 in 1999]

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ORS 70.490 [1985 c.677 §1; renumbered 70.625 in 1999]

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ORS 70.500 Definitions for ORS 70.500 to 70.540. As used in ORS 70.500 to 70.540

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ORS 70.505 Conversion. (1)(a) A business entity may be converted to a limited partnership organized under this chapter

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ORS 70.510 Action on plan of conversion. (1) A plan of conversion shall be approved as follows

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ORS 70.515 Articles and plan of conversion. (1) After the owners approve a conversion, the converting business entity shall

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ORS 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

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ORS 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 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 under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction if

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ORS 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

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ORS 70.535 Articles and plan of merger. (1) 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

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ORS 70.540 Effect of merger. (1) When a merger involving a limited partnership takes effect

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ORS 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 states enacting this chapter. [Formerly 70.450]

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ORS 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

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ORS 70.610 Annual report; updates; rules. (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

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ORS 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]

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ORS 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 was defectively executed, attested, sealed, verified or acknowledged

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ORS 70.625 Short title. This chapter may be cited as the Uniform Limited Partnership Act. [Formerly 70.490]

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ORS 70.990 Penalty for signing false document. (1) A person commits the crime of signing a false document for filing if the person

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