Title 7, Corporations and Partnerships

(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. (2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the …

(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: (a) The name of the limited partnership. (b) The address of the office required to…

(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: (a) The name of the limited partnership immediately prior to the filing of the certi…

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 an…

(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: (a) An original certificate of limited partnership must be signed by all general partners named therein. (b) A certificate of amendment must be s…

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 execut…

(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 a…

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: (1) Any party to the certificate who kn…

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.6…

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 t…

(1) A person becomes a limited partner on the later of: (a) The date the original certificate of limited partnership is filed; or (b) The date stated in the records of the limited partnership as the date that person becomes a limited partner. (2) After the filing of a limited par…

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]

(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 partn…

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…

Each limited partner may: (1) Inspect and copy any of the partnership records required to be maintained by ORS 70.050. (2) Obtain from the general partners from time to time upon reasonable demand: (a) True and full information regarding the state of the business and financial co…

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 ge…

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: (1) The general partner withdraws from the limited partnership as provided in ORS 70…

(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. (2) Except as provided in this chapter, a genera…

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 an…

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] 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. [1985 c.677 §28]

(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. (2) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceabl…

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…

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 m…

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 happenin…

(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 p…

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 partn…

(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 partn…

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 disreg…

(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 …

A partnership interest is personal property. [1985 c.677 §40]

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 entit…

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 t…

(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: (a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or (b) All other part…

(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 partn…

A limited partnership is dissolved and its affairs shall be wound up when the first of any of the following events occurs: (1) Upon reaching the time for dissolution specified in the certificate of limited partnership. (2) Upon the happening of events specified in writing in the …

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