USA Statutes : oregon
Title : TITLE 03 REMEDIES AND SPECIAL ACTIONS AND PROCEEDINGS
Chapter : Chapter 70 Limited Partnerships
As used in this chapter:
(1) "Certificate of limited partnership" means the certificate
referred to in ORS 70.075, and the certificate as amended, articles of
conversion and articles of merger.
(2) "Contribution" means any cash, property, services rendered, or
a promissory note or other binding obligation to contribute cash or
property or to perform services, that a partner contributes to a limited
partnership in the capacity as a partner.
(3) "Corporation" or "domestic corporation" means a corporation for
profit incorporated under ORS chapter 60.
(4) "Domestic limited liability company" means an entity that is an
unincorporated association having one or more members and that is
organized under ORS chapter 63.
(5) "Domestic nonprofit corporation" means a corporation not for
profit incorporated under ORS chapter 65.
(6) "Domestic professional corporation" means a corporation
organized under ORS chapter 58 for the purpose of rendering professional
services and for the purposes provided under ORS chapter 58.
(7) "Event of withdrawal of a general partner" means an event that
causes a person to cease to be a general partner as provided in ORS
70.180.
(8) "Foreign corporation" means a corporation for profit
incorporated under the laws of a state other than this state.
(9) "Foreign limited liability company" means an entity that is an
unincorporated association organized under the laws of a state other than
this state, under the laws of a federally recognized Indian tribe or
under the laws of a foreign country and that is organized under a statute
under which an association may be formed that affords to each of its
members limited liability with respect to liabilities of the entity.
(10) "Foreign limited partnership" means a partnership formed under
the laws of any jurisdiction other than this state and having as partners
one or more general partners and one or more limited partners.
(11) "Foreign nonprofit corporation" means a corporation not for
profit organized under the laws of a state other than this state.
(12) "Foreign professional corporation" means a professional
corporation organized under the laws of a state other than this state.
(13) "General partner" means a person who has been admitted to a
limited partnership as a general partner in accordance with the
partnership agreement and named in the certificate of limited partnership
as a general partner.
(14) "Limited partner" means a person who has been admitted to a
limited partnership as a limited partner in accordance with the
partnership agreement.
(15) "Limited partnership" and "domestic limited partnership" mean
a partnership formed by two or more persons under the laws of this state
and having one or more general partners and one or more limited partners.
(16) "Partner" means a limited or general partner.
(17) "Partnership agreement" means any valid agreement, written or
oral, of the partners as to the affairs of a limited partnership and the
conduct of its business.
(18) "Partnership interest" means a partner's share of the profits
and losses of a limited partnership and the right to receive
distributions of partnership assets.
(19) "Person" means an individual, partnership, limited partnership
(domestic or foreign), trust, estate, association or corporation. [1985
c.677 §2; 1987 c.414 §65; 1987 c.543 §1; 1999 c.362 §53; 2001 c.315 §36;
2005 c.107 §5](1) The name of each limited
partnership as set forth in its certificate of limited partnership:
(a) Shall contain without abbreviation the words "limited
partnership."
(b) May not contain the name of a limited partner unless:
(A) The name is also the name of a general partner or the corporate
name of a corporate general partner; or
(B) The business of the limited partnership had been carried on
under that name before the admission of that limited partner.
(c) Must be distinguishable upon the records of the Office of
Secretary of State from any other limited partnership or corporate name,
including any reserved name or registered corporate name or assumed
business name of active record in the Office of Secretary of State.
However, the Secretary of State may accept for filing a certificate of
limited partnership containing a name that otherwise may not be accepted
under this subsection if the applicant submits for filing to the Office
of Secretary of State a certified copy of a final judgment or order
entered by a court of competent jurisdiction that finds that the
applicant has a prior or concurrent right to use the limited partnership
name in this state.
(d) May not contain the words "incorporated" or "corporation" or
any abbreviation or derivative thereof.
(e) Shall be written using letters of the English alphabet and may
include numerals and incidental punctuation.
(2) If a limited partnership carries on, conducts or transacts
business in this state under an assumed business name, the assumed
business name must be registered under ORS chapter 648.
(3) Nothing in this section abrogates or limits the law as to
unfair competition or unfair trade practices or derogates from the common
law, the principles of equity or the statutes of this state or of the
United States with respect to the right to acquire and to protect trade
names. [1985 c.677 §3; 1987 c.543 §2] (1) A limited
partnership name may be reserved by any of the following persons:
(a) Any person intending to organize a limited partnership under
ORS 70.075 and to adopt that name.
(b) Any domestic limited partnership or any foreign limited
partnership registered in this state that in either case intends to adopt
that name.
(c) Any foreign limited partnership intending to register in this
state and adopt that name.
(d) Any person intending to organize a foreign limited partnership
and intending to have it register in this state and adopt that name.
(2) A person who desires to reserve a limited partnership name
shall submit to the Office of Secretary of State a signed application
that specifies the limited partnership name and states the name and
address of the person for whom the name is reserved. If the Secretary of
State finds that the limited partnership name conforms to ORS 70.010, the
Secretary of State shall reserve the limited partnership name for the
applicant for a period of 120 days. The applicant for whom a name is
reserved may transfer the reservation to any other person by executing
and submitting for filing to the Office of Secretary of State a notice of
the transfer, specifying the name and address of the transferee. [1985
c.677 §4; 1991 c.132 §6] 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 office may be but need not
be a place of business of the limited partnership in this state. [1985
c.677 §5](1) Each domestic limited partnership and each foreign limited
partnership doing business in this state and all general partners of each
domestic limited partnership or foreign limited partnership shall
continuously maintain in this state a single registered agent who shall
be amenable to service of process at the registered agent's business
office in this state. The registered agent shall be:
(a) An individual resident of this state who has a business office
in this state;
(b) A domestic corporation, domestic limited liability company,
domestic professional corporation or domestic nonprofit corporation that
has a business office in this state; or
(c) A foreign corporation, foreign limited liability company,
foreign professional corporation or foreign nonprofit corporation that is
authorized to transact business in this state and has a business office
in this state.
(2) A domestic or foreign limited partnership and the general
partners thereof may change their registered agent upon submitting for
filing to the Office of Secretary of State a statement described in this
subsection. The statement shall be executed by any general partner. The
filing of the statement shall immediately terminate the existing
registered agent and establish the newly appointed registered agent as
the registered agent of the domestic or foreign limited partnership and
the general partners thereof. The statement shall include the following:
(a) The name of the domestic or foreign limited partnership and the
name and address of each general partner thereof; and
(b) The name of the successor registered agent and the street
address of that registered agent's business office in this state. [1985
c.677 §5a; 1987 c.543 §3; 2001 c.315 §31](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:
(a) The name and address of the domestic or foreign limited
partnership and each general partner thereof;
(b) The new street address of the registered agent's business
office in this state; and
(c) A declaration that a copy of the statement has been mailed to
the domestic or foreign limited partnership and each general partner
thereof.
(2) A person may resign as the registered agent of the domestic or
foreign limited partnership and the general partners thereof by executing
and submitting for filing to the Office of Secretary of State a statement
of resignation and giving notice in the form of a copy of the statement
to the domestic or foreign limited partnership. The resignation shall be
effective on the 31st day after the date on which the statement is filed,
unless the domestic or foreign limited partnership and the general
partners thereof sooner appoint a successor registered agent, thereby
terminating the capacity of the agent. Upon delivery of the signed
statement, the Secretary of State shall file the resignation statement.
The copy of the statement given to the domestic or foreign limited
partnership shall be addressed to the domestic or foreign limited
partnership at its last-known address as shown by the records of the
Office of Secretary of State. For purposes of this subsection, written
notice is effective at the earliest of the following:
(a) When received;
(b) Five days after its deposit in the United States mail, as
evidenced by the postmark, if mailed postpaid and correctly addressed; or
(c) On the date shown on the return receipt, if sent by registered
or certified mail, return receipt requested and the receipt is signed by
or on behalf of the addressee. [1985 c.677 §5b; 1987 c.543 §4; 1989 c.196
§1; 1993 c.190 §10] 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](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:
(a) Whenever the domestic or foreign limited partnership and its
general partners fail to appoint or maintain a registered agent in this
state;
(b) Whenever the registered agent cannot with reasonable diligence
be found at the address of the registered agent's business office in this
state as shown by the records of the Office of Secretary of State; or
(c) Whenever a domestic or foreign limited partnership has been
dissolved or has become and remains inactive for failure to file its
annual report pursuant to ORS 70.610. Such dissolution or inactivity
shall not:
(A) Terminate the authority of the registered agent of the foreign
or domestic limited partnership or the general partners thereof;
(B) Prevent the commencement of a proceeding against the dissolved
or inactive partnership; or
(C) Abate or suspend a proceeding by or against the partnership
pending on the effective date of the dissolution or inactivity.
(2) A person who causes service to be made on the Secretary of
State under this section must satisfy the following requirements:
(a) The person shall serve the Secretary of State as follows:
(A) By serving the Secretary of State or a clerk on duty in the
Office of Secretary of State with a copy of the process, notice or demand
and any papers required by law to be delivered in connection with the
service and paying the required fee for each party being served; or
(B) By mailing to the Secretary of State a copy of the process,
notice or demand by certified or registered mail, and paying the required
fee for each party being served.
(b) The person shall transmit to the registered agent, the domestic
or foreign limited partnership and all general partners thereof a notice
of the service on the Secretary of State and a copy of the process,
notice or demand and accompanying papers. The person shall transmit such
documents by certified or registered mail, return receipt requested, to
the last-known address of the registered agent's business office in this
state, of the domestic or foreign limited partnership and of each general
partner respectively, as shown on the records of the Office of Secretary
of State.
(c) The person shall file with the appropriate court or other body,
as part of the return of service, the return receipt of mailing and an
affidavit of the person initiating the proceedings that the person has
complied with the requirements of this subsection.
(3) A court may not enter a default against any defendant served
under this section who has not either received or rejected a registered
or certified letter containing the notice of such service and a copy of
the process, notice or demand and accompanying papers, unless the
plaintiff can show that the defendant, after due diligence, cannot be
found within or without this state and that fact appears by affidavit to
the satisfaction of the court or judge thereof. Due diligence is
satisfied when it appears from the affidavit that the defendant cannot be
found at the last-known address as shown by the records of the Office of
Secretary of State, if it appears from the affidavit that inquiry at such
address was made within a reasonable time preceding service on the
Secretary of State. When due diligence is proved to the court by such an
affidavit, the service upon the Secretary of State shall be sufficient
valid personal service upon the defendant notwithstanding that the
defendant did not actually receive a notice of the service because of the
defendant's failure to notify the Secretary of State of a change in
address as required by this chapter.
(4) The Secretary of State shall keep a record of all processes,
notices and demands served upon the Secretary of State under this section.
(5) After the completion of initial service upon the Secretary of
State, no additional documents need be served upon the Secretary of State
to maintain jurisdiction in the same proceeding or to give notice of any
motion or provisional process. [1985 c.677 §5d; 1987 c.543 §6; 1991 c.132
§7] Nothing contained in ORS
70.020 to 70.040:
(1) Limits or affects the jurisdiction of the courts of this state;
(2) Limits or affects the right to serve any process, notice or
demand required or permitted by law to be served upon a limited
partnership or the general partners thereof in any other manner now or
hereafter permitted by law; or
(3) Enlarges the purposes for which service on the Secretary of
State is permitted when the purposes are limited by any other provision
of law. [1985 c.677 §5e] (1) Each
limited partnership shall keep at the office referred to in ORS 70.020
the following records:
(a) A current list of the full name and last-known business address
of each partner specifying separately the general partners and the
limited partners in alphabetical order.
(b) A copy of the certificate of limited partnership and all
certificates of amendment thereto, together with executed copies of any
powers of attorney pursuant to which any certificate has been executed.
(c) Copies of the limited partnership's federal, state and local
income tax returns and reports, if any, for the three most recent years.
(d) Copies of any then-effective written partnership agreements and
of any financial statements of the limited partnership for the three most
recent years.
(e) Unless contained in a written partnership agreement, a
description of:
(A) The amount of cash and a description and statement of the
agreed value of the other property or services contributed by each
partner and that each partner has agreed to contribute;
(B) The times at which or events upon the happening of which any
additional contributions agreed to be made by each partner are to be made;
(C) Any right of a partner to receive, or of a general partner to
make, distributions to a partner which include a return of all or any
part of the partner's contribution; and
(D) Any events upon the happening of which the limited partnership
is to be dissolved and its affairs wound up.
(2) The records specified in subsection (1) of this section are
subject to inspection and copying at the reasonable request, and at the
expense, of any partner during ordinary business hours. [1985 c.677 §6;
1987 c.543 §7] A limited partnership may
carry on any business that a partnership without limited partners may
carry on. [1985 c.677 §7]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] 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] 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] (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 date of filing.
After filing a document, except as provided in ORS 70.030 and 70.610, the
Secretary of State shall return an acknowledgment of filing to the
domestic or foreign limited partnership or its representative.
(3) If the Secretary of State refuses to file a document, the
Secretary of State shall return the document to the domestic or foreign
limited partnership or its representative within 10 business days after
the document was delivered together with a brief written explanation of
the reason for the refusal.
(4) The Secretary of State's duty to file documents under this
section is ministerial. The Secretary of State is not required to verify
or inquire into the legality or truth of any matter included in any
document delivered to the office for filing. The Secretary of State's
filing or refusing to file a document does not:
(a) Affect the validity or invalidity of the document in whole or
part; or
(b) Relate to the correctness or incorrectness of information
contained in the document.
(5) The Secretary of State's refusal to file a document does not
create a presumption that the document is invalid or that information
contained in the document is incorrect. [1993 c.190 §15; 1999 c.486 §13;
2001 c.104 §21]FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP(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 be maintained under ORS
70.020 and the name and street address of the agent.
(c) A mailing address to which the Secretary of State may mail
notices as required by this chapter.
(d) The name and the business address of each general partner.
(e) The latest date upon which the limited partnership is to
dissolve.
(f) Any other matters the general partners decide to include in the
certificate.
(g) Any additional identifying information that the Secretary of
State may require by rule.
(2) A limited partnership is formed when the Secretary of State has
filed the certificate or at any later time specified in the certificate
of limited partnership if, in either case, there has been substantial
compliance with the requirements of this section. [1985 c.677 §9; 1987
c.543 §8; 1991 c.132 §8; 1995 c.215 §18] (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 certificate of amendment.
(b) The amendment to the certificate.
(2) Not later than the 30th day after the happening of any of the
following events, an amendment to a certificate of limited partnership
reflecting the occurrence of the event shall be filed:
(a) The admission of a new general partner.
(b) The withdrawal of a general partner.
(c) The continuation of the business under ORS 70.325 (4) after an
event of withdrawal of a general partner.
(d) A change in the name of the limited partnership.
(3) A general partner who becomes aware that any statement in a
certificate of limited partnership was false when made or that any
arrangements or other facts described have changed, making the
certificate inaccurate in any respect, shall promptly amend the
certificate.
(4) A certificate of limited partnership may be amended at any time
for any other proper purpose the general partners determine.
(5) No person has any liability because an amendment to a
certificate of limited partnership has not been filed to reflect the
occurrence of any event referred to in subsection (2) of this section if
the amendment is filed within the period specified in subsection (2) of
this section.
(6) A restated certificate of limited partnership may be executed
and filed in the same manner as a certificate of amendment. [1985 c.677
§10; 1987 c.543 §9] 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:
(1) The name of the limited partnership.
(2) The reason for filing the certificate of cancellation.
(3) The effective date of cancellation, which shall be a date
certain, if the cancellation is not to be effective upon the submission
of the certificate.
(4) Any other information the general partners submitting the
certificate for filing decide to include in the certificate. [1985 c.677
§11] (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 signed by at least one
general partner and by each other general partner designated in the
certificate as a new general partner.
(c) A certificate of cancellation must be signed by all general
partners.
(2) Any person may sign a certificate by an attorney-in-fact, but a
power of attorney to sign a certificate relating to the admission of a
general partner must specifically describe the admission.
(3) The execution of a certificate by a general partner constitutes
an affirmation under the applicable penalties of false swearing or
perjury that the facts stated therein are true. [1985 c.677 §12; 1987
c.543 §10] 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] (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.
(2) Upon the filing of a certificate of amendment or judgment or
judicial order of amendment by the Secretary of State, the certificate of
limited partnership shall be amended as set forth therein.
(3) A certificate of limited partnership is canceled on the date
that a certificate of cancellation or the judgment or judicial order of
cancellation is filed by the Secretary of State unless the certificate,
judgment or judicial order specifies another effective date. [1985 c.677
§14; 1987 c.543 §12; 1999 c.486 §14] 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 knew, and any general partner
who knew or should have known, the statement to be false at the time the
certificate was executed; or
(2) Any general partner who:
(a) After the certificate was executed, knew or should have known
that any arrangement or other fact described in the certificate had
changed, thus making any material statement in the certificate false; and
(b) Had a reasonably sufficient time before the statement was
relied upon to cancel or amend the certificate, or to file a petition for
its cancellation or amendment under ORS 70.095. [1985 c.677 §15] 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]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]LIMITED PARTNERS(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 partnership's original
certificate of limited partnership, a person may be admitted as an
additional limited partner as follows:
(a) In the case of a person acquiring a partnership interest
directly from the limited partnership, upon compliance with the
partnership agreement or, if the partnership agreement does not so
provide, upon the written consent of all partners.
(b) In the case of an assignee of a partnership interest, upon the
occurrence of either of the following:
(A) Upon the exercise by the assignor of a power provided in ORS
70.300, to grant to the assignee the right to become a limited partner,
and upon compliance with any conditions limiting the grant or exercise of
the power; or
(B) Upon the consent of all partners other than the assignor. [1985
c.677 §18; 1987 c.543 §14]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 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.
(2) A limited partner does not participate in the control of the
business within the meaning of subsection (1) of this section solely by
doing one or more of the following:
(a) Being a contractor for or an agent or employee of the limited
partnership or of a general partner, or being an officer, director or
shareholder of a general partner that is a corporation.
(b) Consulting with and advising a general partner with respect to
the business of the limited partnership.
(c) Acting as surety for the limited partnership or guaranteeing or
assuming one or more specific obligations of the limited partnership.
(d) Taking any action required or permitted by law to bring or
pursue a derivative action in the right of the limited partnership.
(e) Bringing a derivative action in the right of the limited
partnership to recover a judgment in its favor pursuant to ORS 70.400 to
70.415.
(f) Requesting or attending a meeting of partners.
(g) Proposing, approving or disapproving, by voting or otherwise,
one or more of the following matters:
(A) The dissolution and winding up or the continuation of the
limited partnership.
(B) The sale, exchange, lease, mortgage, pledge or other transfer
of all or substantially all of the assets of the limited partnership.
(C) The incurrence of indebtedness by the limited partnership other
than in the ordinary course of its business.
(D) A change in the nature of the business.
(E) The admission or removal of a general partner.
(F) The admission or removal of a limited partner.
(G) A transaction involving an actual or potential conflict of
interest between a general partner and the limited partnership or the
limited partners.
(H) An amendment to the partnership agreement or certificate of
limited partnership.
(I) Matters related to the business of the limited partnership not
otherwise listed in this paragraph that the partnership agreement states
in writing may be subject to the approval or disapproval of limited
partners.
(h) Winding up the limited partnership pursuant to ORS 70.325.
(i) Exercising any right or power permitted to limited partners
under ORS 70.005, 70.010, 70.025 to 70.040, 70.050, 70.075, 70.080,
70.090 to 70.100, 70.110, 70.125, 70.135, 70.140, 70.175, 70.180, 70.230
to 70.255, 70.265, 70.275, 70.300, 70.325, 70.355 to 70.375, 70.610 and
70.620 and not specifically listed in this subsection.
(3) The enumeration in subsection (2) of this section does not mean
that the possession or exercise of any other powers by a limited partner
constitutes participation by the limited partner in the control of the
business of the limited partnership.
(4) A limited partner who knowingly permits the limited partner's
name to be used in the name of the limited partnership, except under
circumstances permitted by ORS 70.010 (2), is liable to creditors who
extend credit to the limited partnership without actual knowledge that
the limited partner is not a general partner. [1985 c.677 §20; 1987 c.543
§15]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. [1985 c.677 §21;
1987 c.543 §16] 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 condition of the limited partnership;
(b) A copy of the limited partnership's federal, state and local
income tax returns for each year promptly after they become available; and
(c) Other information regarding the affairs of the limited
partnership as is just and reasonable. [1985 c.677 §22]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] 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 70.255 (1).
(2) The general partner ceases to be a member of the limited
partnership as provided in ORS 70.290.
(3) The general partner is removed as a general partner in
accordance with the partnership agreement.
(4) Unless otherwise provided in writing in the partnership
agreement, the general partner:
(a) Makes an assignment for the benefit of creditors;
(b) Files a voluntary petition in bankruptcy;
(c) Is adjudicated a bankrupt or insolvent;
(d) Files a petition or answer seeking for the general partner any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or rule;
(e) Files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the general
partner in any proceeding of this nature; or
(f) Seeks, consents to or acquiesces in the appointment of a
trustee, receiver or liquidator of the general partner or of all or any
substantial part of the general partner's properties.
(5) Unless otherwise provided in writing in the partnership
agreement:
(a) If a proceeding against the general partner seeking
reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or rule has not been
dismissed on or before the 120th day after commencement of the proceeding;
(b) If an appointment, without the general partner's consent, of a
trustee, receiver or liquidator either of the general partner or of all
or any substantial part of the general partner's properties is not
vacated or stayed on or before the 90th day after the appointment; or
(c) If an appointment described in paragraph (b) of this subsection
is not vacated on or before the 90th day after expiration of the stay
under paragraph (b) of this subsection.
(6) In the case of a general partner who is an individual:
(a) The death of the general partner.
(b) The entry of a judgment by a court of competent jurisdiction
adjudicating the general partner incompetent to manage the general
partner's person or estate.
(7) In the case of a general partner who is acting as a general
partner by virtue of being a trustee of a trust, the termination of the
trust, but not merely the substitution of a new trustee.
(8) In the case of a general partner that is a separate
partnership, the dissolution and commencement of winding up of the
separate partnership.
(9) In the case of a general partner that is a corporation, the
voluntary dissolution of the corporation, the involuntary dissolution of
the corporation or the entry of a judgment or judicial order of
involuntary dissolution of the corporation.
(10) In the case of an estate, the distribution by the fiduciary of
the estate's entire interest in the partnership. [1985 c.677 §24; 1987
c.543 §18] (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 general partner of a
limited partnership has the liabilities of a partner in a partnership
without limited partners to persons other than the partnership and the
other partners.
(3) Except as provided in this chapter or in the partnership
agreement, a general partner of a limited partnership has the liabilities
of a partner in a partnership without limited partners to the partnership
and to the other partners. [1985 c.677 §25]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] 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 enforceable promise
to contribute cash or other property or to perform services, even if the
partner is unable to perform because of death, disability or any other
reason. If a partner does not make the required contribution of property
or services, the partner shall be obligated at the option of the limited
partnership to contribute cash equal to that portion of the value, as
stated in the records required to be kept pursuant to ORS 70.050, of the
stated contribution that has not been made.
(3) Unless otherwise provided in the partnership agreement, the
obligation of a partner to make a contribution or return money or other
property paid or distributed in violation of this chapter may be
compromised only by consent of all the partners. Notwithstanding the
compromise, a creditor may enforce the original obligation if the
creditor extended credit or otherwise acted in reliance on that
obligation, during the period occurring:
(a) After the partner signs a writing that reflects the obligation;
and
(b) Before the amendment or cancellation thereof to reflect the
compromise. [1985 c.677 §29; 1987 c.543 §19] 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] 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]DISTRIBUTION AND WITHDRAWAL 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] (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.
(2) A limited partner may withdraw from a limited partnership at
the time or upon the happening of events specified in writing in the
partnership agreement. If the partnership agreement does not specify in
writing the time or the events upon the happening of which a limited
partner may withdraw or a definite time for the dissolution and winding
up of the limited partnership, a limited partner may withdraw upon not
less than six months' prior written notice to each general partner at the
general partner's address on the books of the limited partnership at its
office in this state. [1985 c.677 §§33,34; 1987 c.543 §23] 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] (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.
(2) When a partner becomes entitled to receive a distribution, the
partner has the status of and is entitled to all remedies available to a
creditor of the limited partnership with respect to the distribution.
[1985 c.677 §§36,37; 1987 c.543 §24] 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:
(1) Liabilities to partners on account of their partnership
interests; and
(2) With respect to any liability as to which the recourse of
creditors is limited to specific property of the limited partnership, the
amount by which such liability exceeds the fair value of such specific
property. [1985 c.677 §38]
(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.
(2) If a partner has received the return of any part of the
partner's contribution in violation of the partnership agreement or this
chapter, the partner is liable to the limited partnership for a period of
six years after receipt of the return for the amount of the contribution
wrongfully returned.
(3) A partner receives a return of the partner's contribution to
the extent that a distribution to the partner reduces the partner's share
of the fair value of the net assets of the limited partnership below the
value of the partner's contribution, as set forth in the partnership
records required to be kept pursuant to ORS 70.050, that has not been
distributed to the partner. [1985 c.677 §39; 1987 c.543 §25]ASSIGNMENT OF PARTNERSHIP INTERESTS 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 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] 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] (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 partners consent.
(2) An assignee who has become a limited partner has, to the extent
assigned, the rights and powers, and is subject to the restrictions and
liabilities, of a limited partner under the partnership agreement and
this chapter. An assignee who becomes a limited partner also is liable
for the obligations of the assignor to make and return contributions as
provided in ORS 70.225 to 70.275. However, the assignee is not obligated
for liabilities that were unknown to the assignee at the time the
assignee became a limited partner and that could not be ascertained from
the certificate of limited partnership.
(3) If an assignee of a partnership interest becomes a limited
partner, the assignor is not released from the assignor's liability to
the limited partnership under ORS 70.105 and 70.230. [1985 c.677 §43;
1987 c.543 §26]
(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.
(2) If a partner is a corporation, trust or other entity and is
dissolved or terminated, the powers of that partner may be exercised by
its legal representative or successor. [1985 c.677 §44]DISSOLUTION 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
partnership agreement.
(3) By the vote or such other action of the partners as is provided
in writing in the partnership agreement, or if the partnership agreement
does not so provide in writing, by the written consent of all partners.
(4) An event of withdrawal of a general partner unless at the time
there is at least one other general partner and the written provisions of
the partnership agreement permit the business of the limited partnership
to be carried on by the remaining general partner and that partner does
so. However, a limited partnership is not dissolved under this subsection
and is not required to be wound up by reason of any event of withdrawal
if, not later than the 90th day after the withdrawal, all partners agree
in writing to continue the business of the limited partnership and to the
appointment of one or more additional general partners if necessary or
desired.
(5) Entry of a judgment or judicial order of involuntary
dissolution under ORS 70.330. [1985 c.677 §45; 1987 c.543 §27] 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 up the limited partnership's
affairs upon application of any partner, or the partner's legal
representative or assignee. [1985 c.677 §47] 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 partners under
ORS 70.250 or 70.260.
(2) Except as provided in the partnership agreement, to partners
and former partners in satisfaction of liabilities for distributions
under ORS 70.250 or 70.260.
(3) Except as provided in the partnership agreement, to partners as
follows:
(a) First, for the return of their contributions; and
(b) Secondly, respecting their partnership interests, in the
proportions in which the partners share in distributions. [1985 c.677 §48]FOREIGN LIMITED PARTNERSHIPS (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 those laws and the laws of this state.
[1985 c.677 §49] (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 shall be signed by a general partner and
shall set forth the following:
(a) The name of the foreign limited partnership.
(b) The jurisdiction and the date of formation of the foreign
limited partnership.
(c) The name and street address of the initial registered agent
which the foreign limited partnership and all general partners thereof
are required to maintain in this state under ORS 70.025.
(d) A mailing address to which the Secretary of State may mail
notices as required by this chapter.
(e) The address of the office where the records listed in ORS
70.050 are maintained together with an undertaking by the foreign limited
partnership to keep these records until the foreign limited partnership's
registration in this state is canceled.
(f) The name and business address of each general partner.
(g) Any additional identifying information that the Secretary of
State may require by rule.
(2) A person who signs the application for registration as a
foreign limited partnership as an agent or fiduciary need not exhibit
evidence of such authority as a prerequisite to filing.
(3) The execution by a general partner of the application for
registration as a foreign limited partnership constitutes an affirmation
under the applicable penalties of false swearing or perjury that the
facts stated therein are true.
(4) The foreign limited partnership shall deliver with the
completed application a certificate of existence or a similar document
that is current within 60 days of the date of delivery. The certificate
or document shall be authenticated by the official having custody of
limited partnership records in the state or country under whose law the
partnership is organized. [1985 c.677 §50; 1987 c.543 §28; 1991 c.132 §9;
1995 c.215 §19; 1999 c.486 §16] 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] 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] (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 state or country
under the laws of which it is organized;
(b) A statement that the limited partnership is not transacting
business in this state;
(c) A statement that the limited partnership revokes the authority
of its registered agent in this state to accept service of process,
notice or demand and consents that service of process, notice or demand
in any action, suit or proceeding based upon any transaction, event or
occurrence that took place in this state prior to the filing of the
certificate of cancellation may thereafter be made on the limited
partnership by service on the Secretary of State; and
(d) A mailing address to which the person initiating any proceeding
may mail a copy of any process, notice or demand to the limited
partnership that has been served on the Secretary of State.
(3) The certificate of cancellation shall be signed by one of the
general partners or, if the foreign limited partnership is in the hands
of a receiver or trustee, shall be signed by the receiver or trustee.
(4) If the Secretary of State finds that the certificate conforms
to the filing requirements of this chapter, the Secretary of State shall
file the certificate and return an acknowledgment of filing to the
sender. Upon the filing of the certificate of cancellation, the authority
of the foreign limited partnership to transact business in this state
shall cease.
(5) A cancellation does not terminate the authority of the
Secretary of State to accept service of process on the foreign limited
partnership with respect to causes of action arising out of the
transaction of business in this state. [1985 c.677 §54; 1987 c.543 §31;
1999 c.486 §17](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 of any contract or act of the
foreign limited partnership or prevent the foreign limited partnership
from defending any action or proceeding in any court of this state.
(3) A limited partner of a foreign limited partnership is not
liable as a general partner of the foreign limited partnership solely by
reason of having transacted business in this state without registration.
(4) A foreign limited partnership, by transacting business in this
state without registration, appoints the Secretary of State as its agent
for service of process with respect to causes of action arising out of
the transaction of business in this state. [1985 c.677 §55] 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. [1985
c.677 §57] 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
plaintiff from a person who was a partner at the time of the transaction.
[1985 c.677 §58] 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 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]INACTIVATION OF CERTIFICATE OR REGISTRATIONThe 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 partnership does not deliver its annual report to
the Secretary of State when due;
(3) The limited partnership is without a registered agent or
registered office in this state;
(4) The limited partnership does not notify the Secretary of State
that its registered agent or registered office has been changed, that its
registered agent has resigned or that its registered office has been
discontinued; or
(5) The limited partnership's period of duration stated in its
certificate of limited partnership expires. [1993 c.190 §13](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.
(2) If the limited partnership, within 45 days after the notice is
given, does not correct each ground for inactivation or demonstrate to
the satisfaction of the Secretary of State that each ground determined by
the Secretary of State does not exist, the Secretary of State shall
inactivate the certificate of limited partnership or the registration of
a foreign limited partnership.
(3) The administrative inactivation of a certificate of domestic
limited partnership does not terminate the authority of its registered
agent.
(4) The administrative inactivation of the registration of a
foreign limited partnership terminates the authority of the registered
agent of the foreign limited partnership. [1993 c.190 §14; 2001 c.315 §38] (1) A
limited partnership 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 shall:
(a) State the name of the limited partnership and effective date of
its administrative inactivation; and
(b) State that the ground or grounds for inactivation either did
not exist or have been eliminated.
(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this section, that
the information is correct and that the limited partnership's name
satisfies the requirements of ORS 70.010, the Secretary of State shall
reinstate the limited partnership.
(3) When the reinstatement is effective, it relates back to and
takes effect as of the effective date of the administrative inactivation
and the limited partnership is considered to resume carrying on its
business as if the administrative inactivation had never occurred. [1995
c.215 §20]CONVERSIONS AND MERGERS
(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, predecessor law
or comparable law of another jurisdiction;
(C) A limited liability company organized under ORS chapter 63 or
comparable law of another jurisdiction;
(D) A partnership organized in Oregon after January 1, 1998, or
that is registered as a limited liability partnership, or that has
elected to be governed by ORS chapter 67, and a partnership governed by
law of another jurisdiction that expressly provides for conversions and
mergers; and
(E) A limited partnership organized under this chapter, predecessor
law or comparable law of another jurisdiction; and
(b) A cooperative organized under ORS chapter 62, predecessor law
or comparable law of another jurisdiction.
(2) "Organizational document" means the following for an Oregon
business entity or, for a foreign business entity, a document equivalent
to the following:
(a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
(b) In the case of a limited liability company, articles of
organization;
(c) In the case of a partnership, a partnership agreement and, for
a limited liability partnership, its registration; and
(d) In the case of a limited partnership, a certificate of limited
partnership.
(3) "Owner" means a:
(a) Shareholder of a corporation or of a professional corporation;
(b) Member or shareholder of a cooperative;
(c) Member of a limited liability company;
(d) Partner of a partnership; and
(e) General partner or limited partner of a limited partnership.
[1999 c.362 §56; 2003 c.80 §29] (1) A business entity other than a limited
partnership may be converted to a limited partnership organized under
this chapter, and a limited partnership organized under this chapter may
be converted to another business entity organized under the laws of this
state, if conversion is permitted by the statutes governing the other
business entity, by approving a plan of conversion and filing articles of
conversion. A limited partnership organized under this chapter may be
converted to a business entity organized under the laws of another
jurisdiction if:
(a) The conversion is permitted by the laws of that jurisdiction;
(b) A plan of conversion is approved by the converting limited
partnership;
(c) Articles of conversion are filed in this state;
(d) The converted business entity submits an application to
transact business as a foreign business entity of that type to the
Secretary of State for filing and meets all other requirements prescribed
under the laws of this state for authorization to transact business as a
foreign business entity of that type; and
(e) The limited partnership complies with any requirements imposed
under the laws of the other jurisdiction with respect to the conversion.
(2) A plan of conversion shall set forth:
(a) The name and type of business entity prior to conversion;
(b) The name and type of the business entity after conversion;
(c) A summary of the material terms and conditions of the
conversion;
(d) The manner and basis of converting the ownership interests of
each owner into ownership interests or obligations of the converted
business entity or any other business entity, or into cash or other
property in whole or in part; and
(e) Any additional information required in the organizational
document of the converted business entity by the statutes governing that
type of business entity.
(3) The plan of conversion may set forth other provisions relating
to the conversion. [1999 c.362 §57; 2001 c.315 §20; 2003 c.80 §24] (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 which the limited partnership is organized.
(b) In the case of a business entity other than a limited
partnership, as provided by the statutes governing that business entity.
(2) After a plan of conversion is approved, and at any time before
articles of conversion are filed, the planned conversion may be
abandoned, subject to any contractual rights:
(a) By a limited partnership, without further action by the limited
partners, in accordance with the procedure set forth in the plan of
conversion or, if none is set forth, in the manner determined by the
general partners.
(b) By a party to the conversion that is not a limited partnership,
in accordance with the procedure set forth in the plan of conversion or,
if none is set forth, in the manner permitted by the statutes governing
that business entity. [1999 c.362 §58] (1) After conversion is approved by
the owners, the converting business entity shall file articles of
conversion, which shall state the name and type of business entity prior
to conversion and the name and type of business entity after conversion,
and shall include the plan of conversion.
(2) The conversion takes effect on the latest of:
(a) The filing of the articles of conversion;
(b) If the surviving business entity is not a limited partnership,
satisfaction of any additional filing requirements imposed pursuant to
the statutes governing that business entity; or
(c) On the delayed effective date and time set forth in the
filings. [1999 c.362 §59; 2001 c.315 §11](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 business entity
without reversion or impairment;
(c) All obligations of the converting business entity, including,
without limitation, contractual, tort, statutory and administrative
obligations, are obligations of the converted business entity;
(d) An action or proceeding pending against the converting business
entity or its owners may be continued as if the conversion had not
occurred, or the converted business entity may be substituted as a party
to the action or proceeding;
(e) The ownership interests of each owner that are to be converted
into ownership interests or obligations of the converted business entity
or any other business entity, or into cash or other property, are
converted as provided in the plan of conversion;
(f) Liability of an owner for obligations of the business entity,
including, without limitation, contractual, tort, statutory and
administrative obligations, shall be determined:
(A) As to obligations incurred prior to conversion, according to
the laws applicable prior to conversion, except as provided in paragraph
(g) of this subsection; and
(B) As to obligations incurred after conversion, according to the
laws applicable after conversion, except as provided in paragraph (h) of
this subsection;
(g) If the converting business entity is a limited partnership or a
foreign limited partnership and its obligations incurred before the
conversion are not satisfied by the converted business entity, the
persons who were general partners of the converting business entity
immediately before the effective date of the conversion shall contribute
the amount necessary to satisfy the converting business entity's
obligations in the manner provided in ORS 67.315, or in the limited
partnership statutes of the jurisdiction in which the entity was formed,
as if the converting business entity were dissolved; and
(h) If prior to conversion an owner of a business entity was a
partner of a partnership or general partner of a limited partnership or
foreign limited partnership, and was personally liable for the business
entity's obligations, and after conversion is an owner normally protected
from personal liability, then such owner shall continue to be personally
liable for the business entity's obligations incurred during the 12
months following conversion, if the other party or parties to the
transaction reasonably believed that the owner would be personally liable
and had not received notice of the conversion.
(2) Owners of the business entity that converted are entitled to
the rights provided in the plan of conversion and:
(a) In the case of a limited partnership, a limited partner who did
not vote in favor of the conversion is considered to be a partner who has
withdrawn from the limited partnership effective immediately upon the
effective date of the conversion unless, within 60 days after the later
of the effective date of the conversion or the date the partner receives
notice of the conversion, the partner notifies the partnership of the
partner's desire not to withdraw. A withdrawal under this paragraph is
not a wrongful withdrawal; and
(b) In the case of owners of business entities other than limited
partnerships, the rights provided in the statutes applicable to the
business entity prior to conversion, including, without limitation, any
rights to dissent, to dissociate, to withdraw, to recover for breach of
any duty or obligation owed by the other owners, and to obtain an
appraisal or payment for the value of an owner's interest.
(3) Unless the converted business entity is a partnership, the
registration of an assumed business name of a business entity under ORS
chapter 648 shall continue as the assumed business name of the converted
business entity. If the converted business entity is a partnership, the
converting business entity shall amend or cancel the registration of the
assumed business name under ORS chapter 648, and the partners of the
partnership shall register the name as an assumed business name under ORS
chapter 648. [1999 c.362 §60; 2001 c.315 §6] (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:
(a) The merger is permitted by the laws of this state or by the
laws of the other jurisdiction that govern the other business entity;
(b) A plan of merger is approved by each business entity that is a
party to the merger;
(c) Articles of merger are filed in this state; and
(d) The limited partnership complies with all requirements imposed
under the laws of this state and, if applicable, the laws of the other
jurisdiction with respect to the merger.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to merge;
(b) The name and type of the business entity that will survive;
(c) A summary of the material terms and conditions of the merger;
(d) The manner and basis of converting the ownership interests of
each owner into ownership interests or obligations of the surviving
business entity or any other business entity, or into cash or other
property in whole or in part, and the status of each owner; and
(e) If any party is a business entity other than a limited
partnership, any additional information required for a merger by the
statutes governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the certificate of limited partnership, if a
limited partnership is the surviving business entity; and
(b) Other provisions relating to the merger. [1999 c.362 §61; 2001
c.315 §21; 2003 c.80 §25] (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 limited partnership, by the law
of the jurisdiction in which the limited partnership is formed.
(b) In the case of a business entity other than a limited
partnership, as provided by the statutes governing that business entity.
(2) After a merger is authorized, and at any time before articles
of merger are filed, the planned merger may be abandoned, subject to any
contractual rights:
(a) By the limited partnership, without further action by the
limited partners, in accordance with the procedure set forth in the plan
of merger or, if none is set forth, in the manner determined by the
general partners.
(b) By a party to the merger that is not a limited partnership, in
accordance with the procedure set forth in the plan of merger or, if none
is set forth, in the manner permitted by the statutes governing that
business entity. [1999 c.362 §62] (1) After a plan of merger is approved
by each business entity that is a party to the merger, the surviving
business entity shall deliver to the Office of Secretary of State, for
filing, articles of merger setting forth:
(a) The plan of merger; and
(b) A statement that the plan of merger was duly authorized and
approved by any party that was a limited partnership in accordance with
ORS 70.525, and by any party that was another business entity in
accordance with the statutes governing that business entity.
(2) The merger takes effect on the latest of:
(a) The filing of the articles of merger;
(b) The filing of all documents required to be filed by the statute
governing any party to the merger that is a business entity other than a
limited partnership; or
(c) Any later effective date specified in the articles of merger.
[1999 c.362 §63; 2001 c.104 §22] (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 owned by each
of the business entities that were parties to the merger is vested in the
surviving business entity without reversion or impairment;
(c) All obligations of each of the business entities that were
parties to the merger, including, without limitation, contractual, tort,
statutory and administrative obligations, are obligations of the
surviving business entity;
(d) An action or proceeding pending against each of the business
entities or its owners that were parties to the merger may be continued
as if the merger had not occurred, or the surviving business entity may
be substituted as a party to the action or proceeding;
(e) If a limited partnership is the surviving business entity, its
certificate of limited partnership is amended to the extent provided in
the plan of merger;
(f) The shares or other ownership interests of each partner or
other owner that are to be converted into shares or other ownership
interests or obligations of the surviving business entity or any other
business entity, or into cash or other property, are converted as
provided in the plan of merger;
(g) Liability of an owner for obligations of a business entity,
including, without limitation, contractual, tort, statutory and
administrative obligations, shall be determined:
(A) As to obligations incurred prior to merger, according to the
laws applicable prior to merger, except as provided in paragraph (h) of
this subsection; and
(B) As to obligations incurred after merger, according to the laws
applicable after merger, except as provided in paragraph (i) of this
subsection;
(h) If a party to the merger is a limited partnership or a foreign
limited partnership, and its obligations incurred before the merger are
not satisfied by the surviving business entity, the persons who were
general partners of the merging business entity immediately before the
effective date of the merger shall contribute the amount necessary to
satisfy the merging business entity's obligation to the surviving
business entity in the manner provided in ORS 67.315, or in the limited
partnership statutes of the jurisdiction in which the entity was formed,
as if the merged party were dissolved;
(i) If prior to merger an owner of a business entity was a general
partner of a limited partnership or a foreign limited partnership, and
after merger is an owner normally protected from personal liability, then
such owner shall continue to be personally liable for the business
entity's obligations incurred during the 12 months following merger, if
the other party or parties to the transaction reasonably believed that
the owner would be personally liable and had not received notice of the
merger; and
(j) The registration of an assumed business name of a business
entity under ORS chapter 648 shall continue as the assumed business name
of the surviving business entity.
(2) Owners of the business entity that merged are entitled to the
rights provided in the plan of merger and:
(a) Any limited partner who did not vote in favor of the merger is
deemed to have withdrawn from the limited partnership effective
immediately before the merger unless, within 60 days after the later of
the effective date of the merger or the date the partner receives notice
of the merger, the partner notifies the limited partnership of the
partner's desire not to withdraw. A withdrawal under this paragraph is
not a wrongful withdrawal; and
(b) In the case of owners of business entities other than limited
partnerships, the rights provided in the statutes applicable to the
business entity prior to merger, including, without limitation, any
rights to dissent, to dissociate, to withdraw, to recover for breach of
any duty or obligation owed by the other owners, and to obtain an
appraisal or payment for the value of an owner's interest. [1999 c.362
§64]MISCELLANEOUS 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 comply with ORS 70.010 (1)(a) unless the limited partnership
changes its name after July 1, 1986.
(b) The limited partnership need not file with the Secretary of
State a certificate of amendment that would cause its certificate of
limited partnership to comply with this chapter until the occurrence of
an event that, under this chapter, requires the filing of a certificate
of amendment. If any limited partnership formed before July 1, 1986,
fails to file such a certificate of amendment required under this
chapter, the limited partnership nevertheless shall be governed by this
chapter. [Formerly 70.455] (1) Each domestic limited partnership
and each foreign limited partnership registered to transact business in
this state shall submit for filing an annual report to the Office of
Secretary of State that includes:
(a) The name of the domestic or foreign limited partnership and the
state or country under the laws of which it is formed;
(b) The street address of its registered office in this state and
the name of its registered agent at that office;
(c) The name and respective address of each general partner of the
domestic or foreign limited partnership;
(d) The category of the classification code as established by rule
of the Secretary of State most closely designating the primary business
activity of the domestic or foreign limited partnership;
(e) The location of the office in which the records described in
ORS 70.050 are kept;
(f) A mailing address to which the Secretary of State may mail
notices as required by this chapter;
(g) The federal employer identification number of the domestic or
foreign limited partnership; and
(h) Additional identifying information that the Secretary of State
may require by rule.
(2) The annual report shall be on forms prescribed and furnished by
the Secretary of State. The information contained in the annual report
shall be current as of 30 days before the anniversary of the domestic or
foreign limited partnership.
(3) The annual report shall be signed by at least one general
partner, or if the domestic or foreign limited partnership is in the
hands of a receiver or trustee, it shall be signed on behalf of the
partnership by such receiver or trustee.
(4) The Secretary of State shall mail the annual report form to the
address shown for the limited partnership in the current records of the
Office of Secretary of State. The failure of the limited partnership to
receive the annual report form from the Secretary of State shall not
relieve the limited partnership of its duty to deliver an annual report
to the Office of Secretary of State as required by this section.
(5) If the Secretary of State finds that the report conforms to the
requirements of this chapter and all fees have been paid, the Secretary
of State shall file the report.
(6) A limited partnership may deliver to the Office of Secretary of
State for filing an amendment to the annual report if a change in the
information set forth in the annual report occurs after the report is
delivered to the Office of Secretary of State for filing and before the
next anniversary. This subsection applies only to a change that is not
required to be made by an amendment to the certificate of limited
partnership. The amendment to the annual report shall set forth:
(a) The name of the limited partnership as shown on the records of
the Office of Secretary of State; and
(b) The information as changed. [Formerly 70.460; 2001 c.104 §23;
2001 c.315 §37]
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 correct a
document by delivering a certificate of correction to the Office of
Secretary of State. The certificate shall include the following:
(a) A description of the document, including its filing date, or a
copy of the document.
(b) The incorrect statement and the reason it is incorrect, or a
description of the manner in which the execution, attestation, seal,
verification or acknowledgment is defective.
(c) A correction of the incorrect statement or defective execution,
attestation, seal, verification or acknowledgment.
(3) Certificates of correction are effective on the effective date
of the document they correct except as to persons relying on the
uncorrected document and adversely affected by the correction. As to
those persons, certificates of correction are effective when filed.
[Formerly 70.470] This chapter may be cited as the Uniform
Limited Partnership Act. [Formerly 70.490]
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