Chapter 70 — Limited
Partnerships
2011 EDITION
LIMITED PARTNERSHIPS
CORPORATIONS AND PARTNERSHIPS
GENERAL PROVISIONS
70.005 Definitions
70.010 Name
of limited partnership; registration of assumed business name; application of
other law
70.015 Reservation
of limited partnership name
70.020 Office
in state
70.025 Registered
agent; changing agent
70.030 Change
of address and resignation procedures for registered agent
70.035 Scope
of agency of registered agent
70.040 When
Secretary of State to serve as agent; service on Secretary of State; when
default may be entered
70.045 Effect
of ORS 70.020 to 70.040
70.050 Records
required in office in state; inspection
70.055 Authority
of limited partnership
70.060 Authority
of partner to do business with limited partnership
70.065 Filing,
service, copying and certification fees
70.067 Forms;
rules
70.070 Filing
duty of Secretary of State
FORMATION; CERTIFICATE OF LIMITED
PARTNERSHIP
70.075 Formation
of limited partnership; certificate of limited partnership; rules
70.080 Amendment
of certificate
70.085 Cancellation
of certificate
70.090 Execution
of certificate
70.095 Remedy
for failure to execute certificate
70.100 Filing
with Office of Secretary of State
70.105 Remedy
for false statements in certificate
70.110 Filing
as notice of limited partnership
70.115 Duty
of general partners to deliver copy of certificate to each limited partner
LIMITED PARTNERS
70.125 Date
person becomes limited partner; admission of additional limited partner
70.130 Voting
rights
70.135 Liability
of limited partner
70.140 Liability
of person who erroneously believes person is limited partner
70.145 Powers
of limited partner
GENERAL PARTNERS
70.175 Admission
of additional general partners
70.180 When
person ceases to be general partner
70.185 Rights,
restrictions and liabilities of general partner
70.190 Rights
and powers of general partner as general and limited partner
70.195 Voting
rights
FINANCES
70.225 Form
of contribution
70.230 Obligation
of partner
70.235 Allocation
of profits and losses
70.240 Allocation
of distributions of assets
DISTRIBUTION AND WITHDRAWAL
70.250 Entitlement
to distributions
70.255 Withdrawal
of partner
70.260 Entitlements
of withdrawing partner
70.265 Rights
of partner regarding distribution; remedies
70.270 Limit
on distribution
70.275 Liability
of partner who receives return of contribution
ASSIGNMENT OF PARTNERSHIP INTERESTS
70.285 Partnership
as personal property
70.290 Assignability of partnership interest
70.295 Rights
of judgment creditor of partner
70.300 Assignee
of partnership interest as limited partner
70.305 Death,
incompetency, dissolution or termination of partner
DISSOLUTION
70.325 When
dissolution occurs
70.330 Judgment
of dissolution
70.335 Who
may wind up partnership affairs
70.340 Distribution
of assets
FOREIGN LIMITED PARTNERSHIPS
70.350 Law
applicable to foreign limited partnership
70.355 Registration
of foreign limited partnership; rules
70.365 Name
requirements
70.370 Correction
of application
70.375 Cancellation
of registration
70.380 Registration
prerequisite to suing in state; effect on contracts, liability; agent
70.385 Attorney
General’s enforcement
DERIVATIVE ACTIONS
70.400 Action
by limited partner upon refusal of general partner
70.405 Status
of plaintiff
70.410 Content
of complaint
70.415 Remittance
of proceeds received by plaintiff; attorney fees
INACTIVATION OF CERTIFICATE OR
REGISTRATION
70.430 Grounds
for administrative action to inactivate certificate or registration of limited
partnership
70.435 Notice
of administrative inactivation; effect of inactivation on authority of
registered agent
70.440 Reinstatement
following administrative inactivation
CONVERSIONS AND MERGERS
70.500 Definitions
for ORS 70.500 to 70.540
70.505 Conversion
70.510 Action
on plan of conversion
70.515 Articles
of conversion
70.520 Effect
of conversion; assumed business name
70.525 Merger
70.530 Action
on plan of merger
70.535 Articles
of merger
70.540 Effect
of merger
MISCELLANEOUS
70.600 Construction
to promote uniformity
70.605 Application
to partnerships existing prior to July 1, 1986
70.610 Annual
report; updates; rules
70.615 Application
of ORS chapter 67
70.620 Correction
of documents; effective date of correction
70.625 Short
title
GENERAL PROVISIONS
70.005 Definitions.
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 laws
other than the laws of this state.
(9)
“Foreign limited liability company” means an entity that is an unincorporated
association organized under laws other than the laws of this state and that is
organized under a statute under which an association may be formed that affords
to each of the entity’s members limited liability with respect to liabilities
of the entity.
(10)
“Foreign limited partnership” means a partnership formed under laws other than
the laws of 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 laws other than the laws of this state.
(12)
“Foreign professional corporation” means a professional corporation organized
under laws other than the laws of 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 the
business of the limited partnership.
(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), 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; 2009 c.14 §5; 2009
c.294 §9]
70.010 Name of limited partnership;
registration of assumed business name; application of other law.
(1) The name of each limited partnership as set forth in its certificate of
limited partnership:
(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]
70.015 Reservation of limited partnership
name. (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]
70.020 Office in state.
Each limited partnership shall continuously maintain in this state an office at
which the records referred to in ORS 70.050 shall be kept. The office may be
but need not be a place of business of the limited partnership in this state. [1985
c.677 §5]
70.025 Registered agent; changing agent.
(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]
70.030 Change of address and resignation
procedures for registered agent. (1) A
registered agent may change the address of the registered agent’s business
office in this state by executing and submitting for filing to the Office of
Secretary of State a statement that includes the following:
(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]
70.035 Scope of agency of registered
agent. The registered agent of a domestic or
foreign limited partnership shall be an agent of that domestic or foreign limited
partnership and the general partners thereof. Any process, notice or demand
that arises out of a conduct of the affairs of the domestic or foreign limited
partnership and that is required or permitted by law to be served upon the
domestic or foreign limited partnership or any general partner thereof may be
served upon the registered agent. [1985 c.677 §5c; 1987 c.543 §5]
70.040 When Secretary of State to serve as
agent; service on Secretary of State; when default may be entered.
(1) Under any circumstance described in this subsection, the Secretary of State
shall be an agent of a domestic or foreign limited partnership and each general
partner thereof, for the purpose of serving any process, notice or demand that
arises out of the conduct of the affairs of the domestic or foreign limited
partnership and that is required or permitted by law to be served upon the
domestic or foreign limited partnership or any general partner thereof. The
Secretary of State may be served as agent of the domestic or foreign limited
partnership and each general partner thereof:
(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]
70.045 Effect of ORS 70.020 to 70.040.
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]
70.050 Records required in office in
state; inspection. (1) Each limited partnership
shall keep at the office referred to in ORS 70.020 the following records:
(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]
70.055 Authority of limited partnership.
A limited partnership may carry on any business that a partnership without
limited partners may carry on. [1985 c.677 §7]
70.060 Authority of partner to do business
with limited partnership. Except as provided in the
partnership agreement, a partner may lend money to and transact other business
with the limited partnership and, subject to other applicable law, has the same
rights and obligations with respect thereto as a person who is not a partner. [1985
c.677 §8]
70.065 Filing, service, copying and
certification fees. The Secretary of State shall
collect the fees described in ORS 56.140 for each document delivered for filing
under this chapter and for process served on the secretary under this chapter.
The secretary may collect the fees described in ORS 56.140 for copying any
public record under this chapter, certifying the copy or certifying to other
facts of record under this chapter. [1991 c.132 §12; 1999 c.362 §§54,54a]
70.067 Forms; rules.
Upon request, the Secretary of State may furnish forms for documents required
or permitted to be filed by this chapter. The Secretary of State may by rule
require the use of the forms. [1995 c.215 §17]
70.070 Filing duty of Secretary of State.
(1) If a document delivered to the Office of Secretary of State for filing
satisfies the requirements of this chapter, the Secretary of State shall file
it.
(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
70.075 Formation of limited partnership;
certificate of limited partnership; rules. (1) To
form a limited partnership, a certificate of limited partnership must be
executed and submitted for filing to the Office of Secretary of State. The
certificate shall set forth the following:
(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]
70.080 Amendment of certificate.
(1) A certificate of limited partnership is amended by submitting for filing a
certificate of amendment thereto to the Office of Secretary of State. The
certificate shall set forth the following:
(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]
70.085 Cancellation of certificate.
A certificate of limited partnership shall be canceled upon the dissolution and
the commencement of winding up of the partnership or at any other time there
are no limited partners. A certificate of cancellation shall be submitted for
filing to the Office of Secretary of State and shall set forth the following:
(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]
70.090 Execution of certificate.
(1) Each certificate required by ORS 70.075 to 70.115 to be filed by the
Secretary of State shall be executed in the following manner:
(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]
70.095 Remedy for failure to execute
certificate. If a person required by ORS 70.090 to
execute any certificate fails to do so, any other person who is adversely
affected by the failure may petition the circuit court to direct the execution
of the certificate. If the court finds that it is proper for the certificate to
be executed, and that any person so designated has failed to execute the
certificate, it shall order the Secretary of State to record an appropriate
certificate. [1985 c.677 §13; 1987 c.543 §11]
70.100 Filing with Office of Secretary of
State. (1) One original of the certificate of
limited partnership, of any certificates of amendment or cancellation or of any
judgment or judicial order of amendment or cancellation, shall be submitted for
filing to the Office of Secretary of State. A person who executes a certificate
as an agent or fiduciary need not exhibit evidence of such authority as a
prerequisite to filing. Unless the Secretary of State finds that any
certificate does not conform to the filing requirements of this chapter, upon
receipt of all filing fees required by law, the Secretary of State shall file
the certificate, judgment or judicial order and return an acknowledgment of
filing to the sender.
(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]
70.105 Remedy for false statements in
certificate. If any certificate of limited
partnership or certificate of amendment or cancellation contains a false
material statement, one who suffers loss by reliance on the statement may
recover damages for the loss from any of the following persons:
(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]
70.110 Filing as notice of limited partnership.
The fact that a certificate of limited partnership is on file in the Office of
Secretary of State is notice that the partnership is a limited partnership and
the persons designated therein as general partners are general partners, but it
is not notice of any other fact. [1985 c.677 §16; 1987 c.543 §13]
70.115 Duty of general partners to deliver
copy of certificate to each limited partner. Upon
the return by the Secretary of State pursuant to ORS 70.100 of an
acknowledgment of filing, the general partners shall promptly deliver or mail a
copy of the certificate of limited partnership and each certificate of
amendment or cancellation to each limited partner unless the partnership
agreement provides otherwise. [1985 c.677 §17; 1999 c.486 §15]
LIMITED PARTNERS
70.125 Date person becomes limited
partner; admission of additional limited partner.
(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]
70.130 Voting rights.
Subject to ORS 70.135, the partnership agreement may grant to all or a
specified group of the limited partners the right to vote, on a per capita or
other basis, upon any matter. [1985 c.677 §19]
70.135 Liability of limited partner.
(1) Except as provided in subsection (4) of this section, a limited partner is
not liable for the obligations of a limited partnership unless the limited
partner is also a general partner or, in addition to the exercise of rights and
powers as a limited partner, the limited partner participates in the control of
the business. However, if the limited partner participates in the control of
the business, the limited partner is liable only to persons who transact
business with the limited partnership and who reasonably believe, based upon
the limited partner’s conduct, that the limited partner is a general partner.
(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]
70.140 Liability of person who erroneously
believes person is limited partner. A person who
makes a contribution to a business enterprise and erroneously but in good faith
believes that the person has become a limited partner in the enterprise is not
a general partner in the enterprise and is not bound by its obligations by
reason of making the contribution, receiving distributions from the enterprise
or exercising any rights of a limited partner if, on ascertaining the mistake,
the person promptly takes either of the following actions:
(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]
70.145 Powers of limited partner.
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
70.175 Admission of additional general
partners. After the filing of a limited
partnership’s original certificate of limited partnership, additional general
partners may be admitted as provided in writing in the partnership agreement
or, if the partnership agreement does not provide in writing for the admission
of additional general partners, with the written consent of all partners. [1985
c.677 §23; 1987 c.543 §17]
70.180 When person ceases to be general
partner. Except as approved by the specific
written consent of all partners at the time, a person ceases to be a general
partner of a limited partnership upon the happening of any of the following
events:
(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]
70.185 Rights, restrictions and liabilities
of general partner. (1) Except as provided in this
chapter or in the partnership agreement, a general partner of a limited
partnership has the rights and powers and is subject to the restrictions of a
partner in a partnership without limited partners.
(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]
70.190 Rights and powers of general
partner as general and limited partner. A general
partner of a limited partnership may make contributions to the partnership and
share in the profits and losses of and in distributions from the limited
partnership as a general partner. A general partner also may make contributions
to and share in the profits, losses and distributions as a limited partner. A
person who is both a general partner and a limited partner has the rights and
powers and is subject to the restrictions and liabilities of a general partner
and, except as provided in the partnership agreement, also has the powers and
is subject to the restrictions of a limited partner to the extent of the person’s
participation in the partnership as a limited partner. [1985 c.677 §26]
70.195 Voting rights.
The partnership agreement may grant to all or certain identified general
partners the right to vote, separately or with all or any class of the limited
partners, on any matter. The right to vote may be granted on a per capita or
any other basis. [1985 c.677 §27]
FINANCES
70.225 Form of contribution.
The contribution of a partner may be in cash, property or services rendered, or
a promissory note or other obligation to contribute cash or property or to
perform services. [1985 c.677 §28]
70.230 Obligation of partner.
(1) A promise by a limited partner to contribute to the limited partnership is
not enforceable unless set out in writing signed by the limited partner.
(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]
70.235 Allocation of profits and losses.
The profits and losses of a limited partnership shall be allocated among the
partners, and among classes of partners, in the manner provided in writing in
the partnership agreement. If the partnership agreement does not so provide in
writing, profits and losses shall be allocated on the basis of the value of the
contributions made by each partner, as stated in the partnership records
required to be kept pursuant to ORS 70.050, to the extent they have been
received by the partnership and have not been returned. [1985 c.677 §30; 1987
c.543 §20]
70.240 Allocation of distributions of
assets. Distributions of cash or other assets
of a limited partnership shall be allocated among the partners and among
classes of partners in the manner provided in writing in the partnership
agreement. If the partnership agreement does not so provide in writing,
distributions shall be made on the basis of the value of the contributions made
by each partner, as stated in the partnership records required to be kept
pursuant to ORS 70.050, to the extent they have been received by the
partnership and have not been returned. [1985 c.677 §31; 1987 c.543 §21]
DISTRIBUTION AND WITHDRAWAL
70.250 Entitlement to distributions.
Except as provided in ORS 70.250 to 70.275, a partner is entitled to receive
distributions from a limited partnership before the partner’s withdrawal from
the limited partnership and before the dissolution and winding up thereof to
the extent and at the times or upon the happening of the events specified in
the partnership agreement. [1985 c.677 §32; 1987 c.543 §22]
70.255 Withdrawal of partner.
(1) A general partner may withdraw from a limited partnership at any time by
giving written notice to the other partners, but if the withdrawal violates the
partnership agreement, the limited partnership may recover from the withdrawing
general partner damages for breach of the partnership agreement and offset the
damages against the amount otherwise distributable to the withdrawing general
partner.
(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]
70.260 Entitlements of withdrawing
partner. Except as provided in ORS 70.250 to
70.275, upon withdrawal, any withdrawing partner is entitled to receive any
distribution to which the withdrawing partner is entitled under the partnership
agreement. If not otherwise provided in the partnership agreement, the
withdrawing partner also is entitled to receive, within a reasonable time after
withdrawal, the fair value of the withdrawing partner’s interest in the limited
partnership as of the date of withdrawal based upon the withdrawing partner’s
right to share in distributions from the limited partnership. For purposes of
this section, the fair value of the withdrawing partner’s interest in the
limited partnership shall be determined by assuming that any distribution to
which the withdrawing partner is otherwise entitled by reason of this section
has been made. [1985 c.677 §35]
70.265 Rights of partner regarding
distribution; remedies. (1) Except as provided in
writing in the partnership agreement, a partner has no right to demand and
receive any distribution from a limited partnership in any form other than
cash, regardless of the nature of the partner’s contribution. Except as
provided in writing in the partnership agreement, a partner may not be
compelled to accept a distribution of any asset in kind from a limited
partnership to the extent that the percentage of the asset distributed to the
partner exceeds a percentage of that asset that is equal to the percentage in
which the partner shares in distributions from the limited partnership.
(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]
70.270 Limit on distribution.
A partner may not receive a distribution from a limited partnership to the
extent that, after giving effect to the distribution, the liabilities of the
limited partnership exceed the fair value of the partnership assets. For
purposes of this section, the following shall be disregarded as liabilities of
the limited partnership:
(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]
70.275 Liability of partner who receives
return of contribution. (1) If a partner has received
the return of any part of the partner’s contribution without violation of the
partnership agreement or this chapter, the partner is liable to the limited
partnership for a period of one year after receipt of the return for the amount
of the returned contribution, but only to the extent necessary to discharge the
limited partnership’s liabilities to creditors who extended credit to the
limited partnership during the period the contribution was held by the
partnership.
(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
70.285 Partnership as personal property.
A partnership interest is personal property. [1985 c.677 §40]
70.290 Assignability
of partnership interest. Except as provided in the
partnership agreement, a partnership interest is assignable in whole or in
part. An assignment of a partnership interest does not dissolve a limited
partnership or entitle the assignee to become or to exercise any rights of a
partner. An assignment entitles the assignee to receive, to the extent
assigned, only the distribution to which the assignor would be entitled. Except
as provided in the partnership agreement, a partner ceases to be a partner upon
assignment of all the partner’s partnership interest. [1985 c.677 §41]
70.295 Rights of judgment creditor of
partner. On application to a court of competent
jurisdiction by any judgment creditor of a partner, the court may charge the
partnership interest of the partner with payment of the unsatisfied amount of
the judgment with interest. To the extent so charged, the judgment creditor has
only the rights of an assignee of the partnership interest. This chapter does
not deprive any partner of the benefit of any exemption laws applicable to the
partner’s partnership interest. [1985 c.677 §42]
70.300 Assignee of partnership interest as
limited partner. (1) An assignee of a partnership
interest, including an assignee of a general partner, may become a limited
partner if and to the extent that:
(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]
70.305 Death, incompetency, dissolution or
termination of partner. (1) If a partner who is an
individual dies or a court of competent jurisdiction adjudges the partner to be
incompetent to manage the partner’s person or property, the partner’s executor,
administrator, guardian, conservator or other legal representative may exercise
all the partner’s rights for the purpose of settling the partner’s estate or administering
the partner’s property, including any power the partner held to give an
assignee the right to become a limited partner.
(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
70.325 When dissolution occurs.
A limited partnership is dissolved and its affairs shall be wound up when the
first of any of the following events occurs:
(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]
70.330 Judgment of dissolution.
On application by or for a partner, the circuit court may enter a judgment for
the dissolution of a limited partnership whenever it is not reasonably
practicable to carry on the business in conformity with the partnership
agreement. [1985 c.677 §46; 2003 c.576 §332]
70.335 Who may wind up partnership
affairs. Except as provided in the partnership
agreement, the general partners who have not wrongfully dissolved a limited
partnership or, if no such general partners, the limited partners, may wind up
the limited partnership’s affairs. However, the circuit court upon cause shown
may wind up the limited partnership’s affairs upon application of any partner,
or the partner’s legal representative or assignee. [1985 c.677 §47]
70.340 Distribution of assets.
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
70.350 Law applicable to foreign limited
partnership. (1) The laws of the jurisdiction under
which a foreign limited partnership is organized govern its organization and
internal affairs and the liability of its limited partners.
(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]
70.355 Registration of foreign limited
partnership; rules. (1) Before transacting business
in this state, a foreign limited partnership shall register with the Secretary
of State. In order to register, a foreign limited partnership shall submit for
filing to the office of Secretary of State an application for registration as a
foreign limited partnership. The application must be signed by a general
partner and must set forth the following:
(a)
The name of the foreign limited partnership.
(b)
The jurisdiction and the date of formation of the foreign limited partnership.
(c)
The foreign limited partnership’s registry number in the state or country under
whose law the foreign limited partnership is registered.
(d)
The name and street address of the initial registered agent which the foreign
limited partnership and all general partners of the foreign limited partnership
are required to maintain in this state under ORS 70.025.
(e)
A mailing address to which the Secretary of State may mail notices required by
this chapter.
(f)
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.
(g)
The name and business address of each general partner.
(h)
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)
A general partner’s executing 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 in the application are true.
(4)(a)
Except as provided in paragraph (b) of this subsection, 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 must be authenticated by the official
having custody of limited partnership records in the state or country under
whose law the partnership is organized.
(b)
A foreign limited partnership need not submit a certificate of existence or
document in accordance with paragraph (a) of this subsection if the official
who has custody of limited partnership records in the state or country under
whose law the limited partnership is registered provides free access via the
Internet to a searchable database that contains evidence of limited partnership
registrations. [1985 c.677 §50; 1987 c.543 §28; 1991 c.132 §9; 1995 c.215 §19;
1999 c.486 §16; 2011 c.147 §21]
70.360 [1985
c.677 §51; 1987 c.543 §29; repealed by 1993 c.190 §24]
70.365 Name requirements.
The Secretary of State shall not register a foreign limited partnership whose
name does not meet the requirements of ORS 70.010 (1)(c) unless the foreign
limited partnership states its name on its application as (name of limited
partnership), a limited partnership of (place of registration), which shall be
the “real and true name” of the limited partnership. [1985 c.677 §52; 1987
c.543 §30]
70.370 Correction of application.
If any statement in the application for registration of a foreign limited
partnership was false when made or any arrangements or other facts described
have changed, making the application inaccurate in any respect, the foreign
limited partnership shall promptly submit for filing to the Office of Secretary
of State a certificate, signed by a general partner, correcting the statement. [1985
c.677 §53; 1987 c.543 §30a]
70.375 Cancellation of registration.
(1) A foreign limited partnership may cancel its registration by submitting for
filing a certificate of cancellation to the Office of Secretary of State signed
by a general partner.
(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]
70.380 Registration prerequisite to suing
in state; effect on contracts, liability; agent.
(1) A foreign limited partnership transacting business in this state may not
maintain any action or proceeding in any court of this state until it has
registered in this state.
(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]
70.385 Attorney General’s enforcement.
The Attorney General may bring an action to restrain a foreign limited
partnership from transacting business in this state in violation of ORS 70.350
to 70.385. [1985 c.677 §56]
DERIVATIVE ACTIONS
70.400 Action by limited partner upon refusal
of general partner. A limited partner may bring an
action in the right of a limited partnership to recover a judgment in its favor
if general partners with authority to do so have refused to bring the action or
if an effort to cause those general partners to bring the action is not likely
to succeed. [1985 c.677 §57]
70.405 Status of plaintiff.
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]
70.410 Content of complaint.
In a derivative action, the complaint shall set forth with particularity the
effort of the plaintiff to secure initiation of the action by a general partner
or the reasons for not making the effort. [1985 c.677 §59]
70.415 Remittance of proceeds received by
plaintiff; attorney fees. If a derivative action is
successful in whole or in part or if anything is received by the plaintiff as a
result of a judgment, compromise or settlement of an action or claim, the court
shall direct the plaintiff to remit to the limited partnership the remainder of
those proceeds received by the plaintiff. The court may award reasonable
attorney fees to the prevailing party in a derivative action. [1985 c.677 §60;
1995 c.618 §43]
INACTIVATION OF CERTIFICATE OR
REGISTRATION
70.430 Grounds for administrative action
to inactivate certificate or registration of limited partnership.
The Secretary of State may commence a proceeding under ORS 70.435 to inactivate
a certificate of limited partnership or the registration of a foreign limited
partnership if:
(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]
70.435 Notice of administrative
inactivation; effect of inactivation on authority of registered agent.
(1) If the Secretary of State determines that one or more grounds exist under
ORS 70.430 for inactivating a certificate of limited partnership or the
registration of a foreign limited partnership, the Secretary of State shall
give the limited partnership notice of that determination.
(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]
70.440 Reinstatement following administrative
inactivation. (1) A limited partnership that the
Secretary of State administratively inactivated under ORS 70.430 may apply to
the Secretary of State for reinstatement within five years from the date of
inactivation. The application must:
(a)
State the name of the limited partnership and effective date of the limited
partnership’s 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 effective, the reinstatement 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 the limited partnership’s business as if
the administrative inactivation had never occurred.
(4)
The Secretary of State may waive the requirement under subsection (1) of this
section that the limited partnership apply for reinstatement within five years
after the date of administrative inactivation if the limited partnership
requests the waiver and provides evidence of the limited partnership’s
continued existence as an active concern during the period of administrative
inactivation. [1995 c.215 §20; 2011 c.147 §22]
70.450 [1985
c.677 §61; renumbered 70.600 in 1999]
70.455 [1985
c.677 §62; renumbered 70.605 in 1999]
70.460 [1985
c.677 §62a; 1987 c.543 §32; 1987 c.843 §23; 1991 c.132 §10; 1993 c.190 §11;
1995 c.215 §21; renumbered 70.610 in 1999]
70.465 [1985
c.677 §63; 1997 c.775 §89; 1999 c.86 §19; renumbered 70.615 in 1999]
70.470 [1987
c.543 §9b; renumbered 70.620 in 1999]
70.490 [1985
c.677 §1; renumbered 70.625 in 1999]
CONVERSIONS AND MERGERS
70.500 Definitions for ORS 70.500 to
70.540. As used in ORS 70.500 to 70.540:
(1)
“Business entity” means:
(a)
Any of the following for-profit entities:
(A)
A professional corporation organized under ORS chapter 58, predecessor law or
comparable law of another jurisdiction;
(B)
A corporation organized under ORS chapter 60, 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]
70.505 Conversion.
(1)(a) A business entity may be converted to a limited partnership organized
under this chapter.
(b)
A limited partnership organized under this chapter may be converted to another
business entity organized under the laws of this state if the statutes that
govern the other business entity permit the conversion.
(c)
A business entity may perform a conversion described in paragraph (a) or (b) of
this subsection by approving a plan of conversion and filing articles of
conversion.
(2)
A limited partnership organized under this chapter may be converted to a
business entity organized under the laws of another jurisdiction if:
(a)
The laws of the other jurisdiction permit the conversion;
(b)
The converting limited partnership approves a plan of conversion;
(c)
Articles of conversion are filed in this state;
(d)(A)
The converted business entity submits an application for filing to the
Secretary of State to transact business as a foreign business entity of the
type into which the business entity converted unless the converted business
entity does not intend to continue to transact business in this state; and
(B)
The converted business entity meets all other requirements the laws of this
state prescribe for authorization to transact business as a foreign business
entity of the type into which the business entity converted; and
(e)
The limited partnership complies with any requirements that the laws of the
other jurisdiction impose with respect to the conversion.
(3)
A plan of conversion must 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 that the statutes that govern converted business
entities of the type into which the business entity converted require in the
organizational document of the converted business entity.
(4)
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; 2011 c.147 §23]
70.510 Action on plan of conversion.
(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]
70.515 Articles of conversion.
(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]
70.520 Effect of conversion; assumed
business name. (1) When a conversion to or from a
limited partnership pursuant to ORS 70.505 takes effect:
(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]
70.525 Merger.
(1) One or more business entities may merge into a limited partnership
organized under this chapter if the merger is permitted by the statutes governing
each other business entity that is a party to the merger, a plan of merger is
approved by each business entity that is a party to the merger and articles of
merger are filed. A limited partnership organized under this chapter may be
merged into a business entity organized under the laws of this state or under
the laws of another jurisdiction if:
(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]
70.530 Action on plan of merger.
(1) A plan of merger shall be approved by each business entity that is a party
to the merger, as follows:
(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]
70.535 Articles of merger.
(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]
70.540 Effect of merger.
(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
70.600 Construction to promote uniformity.
This chapter shall be so applied and construed to carry out its general purpose
of making the law with respect to limited partnerships uniform among states
enacting this chapter. [Formerly 70.450]
70.605 Application to partnerships existing
prior to July 1, 1986. (1) Any limited partnership
formed on or after July 1, 1986, shall be governed by this chapter.
(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]
70.610 Annual report; updates; rules.
(1) A domestic limited partnership and a foreign limited partnership registered
to transact business in this state shall submit for filing an annual report to
the office of the Secretary of State that includes:
(a)
The name of the domestic or foreign limited partnership and the state or
country under whose law the domestic or foreign limited partnership is formed;
(b)
The street address of the domestic or foreign limited partnership’s registered
office in this state and the name of the domestic or foreign limited
partnership’s registered agent at the registered office;
(c)
The name and respective address of each general partner of the domestic or
foreign limited partnership;
(d)
A description of 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 required by
this chapter; and
(g)
Additional identifying information that the Secretary of State may require by
rule.
(2)
The annual report must be on forms prescribed and furnished by the Secretary of
State. The information contained in the annual report must be current as of 30
days before the anniversary of the domestic or foreign limited partnership.
(3)
The annual report must 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, the annual report must be signed on behalf of the partnership by the
receiver or trustee.
(4)
The Secretary of State shall mail the annual report form to the address shown
for the domestic or foreign limited partnership in the current records of the
office of the Secretary of State. The failure of the domestic or foreign
limited partnership to receive the annual report form from the Secretary of
State does not relieve the limited partnership of the limited partnership’s
duty under this section to deliver an annual report to the office.
(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)
A domestic or foreign limited partnership may update information that is
required or permitted in an annual report filing at any time by delivering to
the office of the Secretary of State for filing:
(A)
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 for filing
and before the next anniversary; or
(B)
A statement with the change if the update occurs before the domestic or foreign
corporation limited partnership files the first annual report.
(b)
This subsection applies only to a change that is not required to be made by an amendment
to the certificate of limited partnership.
(c)
The amendment to the annual report filed under paragraph (a) of this subsection
must set forth:
(A)
The name of the limited partnership as shown on the records of the office; and
(B)
The information as changed. [Formerly 70.460; 2001 c.104 §23; 2001 c.315 §37;
2007 c.186 §12; 2011 c.147 §24]
70.615 Application of ORS chapter 67.
In any case governing limited partnerships that is not provided for in this
chapter, the provisions of ORS chapter 67 govern. [Formerly 70.465]
70.620 Correction of documents; effective
date of correction. (1) A domestic or foreign
limited partnership may correct a document filed by the Secretary of State if
the document contains an incorrect statement or was defectively executed,
attested, sealed, verified or acknowledged.
(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]
70.625 Short title.
This chapter may be cited as the Uniform Limited Partnership Act. [Formerly
70.490]
_______________