Title 7, Corporations and Partnerships

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]

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…

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 partners who are creditors, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to …

(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. (2) A foreign limited partnership may not be denied registration by reason of any difference between tho…

(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 li…

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 re…

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 …

(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. (2) A certificate of cancellation shall set forth: (a) The name of the limited partnership and the…

(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. (2) The failure of a foreign limited partnership to register in this state does not impair the validity…

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] 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: (1) The plaintiff must have been a partner at the time of the transaction of which the plaintiff complains; or (2) The plaintiff’s status as a partner must have devolved upon the pla…

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]

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…

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: (1) The limited partnership does not pay when due any fees imposed by this chapter; (2) The limited partne…

(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 determinat…

(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: (a) State the name of the limited partnership and effec…

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 chapter 58, predecessor law or comparable law of another jurisdiction; (B) A corporation organized under ORS chapter 60, …

(1)(a) A business entity may be converted to a limited partnership organized under this chapter. (b) 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 busines…

(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 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…

(1) After the owners approve a conversion, the converting business entity shall: (a) 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 (b) File …

(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 conversion; (b) Title to all real estate and other property owned by the converting business entity is vested in the converted b…

(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 …

(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 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 lim…

(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: (a) Articles of merger that set forth the name and type of each business entity that intends to me…

(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 surviving business entity, and the separate existence of every other party ceases; (b) The title to all real estate and other property own…

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]

(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, 1986, shall be governed by this chapter except as follows: (a) The limited partnership shall not be required to change its name to com…

(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: (a) The name of the domestic or foreign limited partnership and the s…

In any case governing limited partnerships that is not provided for in this chapter, the provisions of ORS chapter 67 govern. [Formerly 70.465]

(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. (2) A domestic or foreign limited partnership shall correc…

This chapter may be cited as the Uniform Limited Partnership Act. [Formerly 70.490] PENALTY

(1) A person commits the crime of signing a false document for filing if the person: (a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this cha…