ORS Chapter 70

Chapter 70 — LimitedPartnerships

2009 EDITION

LIMITEDPARTNERSHIPS

CORPORATIONSAND PARTNERSHIPS

GENERALPROVISIONS

70.005 Definitions

70.010 Nameof limited partnership; registration of assumed business name; application ofother law

70.015 Reservationof limited partnership name

70.020 Officein state

70.025 Registeredagent; changing agent

70.030 Changeof address and resignation procedures for registered agent

70.035 Scopeof agency of registered agent

70.040 WhenSecretary of State to serve as agent; service on Secretary of State; whendefault may be entered

70.045 Effectof ORS 70.020 to 70.040

70.050 Recordsrequired in office in state; inspection

70.055 Authorityof limited partnership

70.060 Authorityof partner to do business with limited partnership

70.065 Filing,service, copying and certification fees

70.067 Forms;rules

70.070 Filingduty of Secretary of State

FORMATION;CERTIFICATE OF LIMITED PARTNERSHIP

70.075 Formationof limited partnership; certificate of limited partnership; rules

70.080 Amendmentof certificate

70.085 Cancellationof certificate

70.090 Executionof certificate

70.095 Remedyfor failure to execute certificate

70.100 Filingwith Office of Secretary of State

70.105 Remedyfor false statements in certificate

70.110 Filingas notice of limited partnership

70.115 Dutyof general partners to deliver copy of certificate to each limited partner

LIMITEDPARTNERS

70.125 Dateperson becomes limited partner; admission of additional limited partner

70.130 Votingrights

70.135 Liabilityof limited partner

70.140 Liabilityof person who erroneously believes person is limited partner

70.145 Powersof limited partner

GENERALPARTNERS

70.175 Admissionof additional general partners

70.180 Whenperson ceases to be general partner

70.185 Rights,restrictions and liabilities of general partner

70.190 Rightsand powers of general partner as general and limited partner

70.195 Votingrights

FINANCES

70.225 Formof contribution

70.230 Obligationof partner

70.235 Allocationof profits and losses

70.240 Allocationof distributions of assets

DISTRIBUTIONAND WITHDRAWAL

70.250 Entitlementto distributions

70.255 Withdrawalof partner

70.260 Entitlementsof withdrawing partner

70.265 Rightsof partner regarding distribution; remedies

70.270 Limiton distribution

70.275 Liabilityof partner who receives return of contribution

ASSIGNMENTOF PARTNERSHIP INTERESTS

70.285 Partnershipas personal property

70.290 Assignabilityof partnership interest

70.295 Rightsof judgment creditor of partner

70.300 Assigneeof partnership interest as limited partner

70.305 Death,incompetency, dissolution or termination of partner

DISSOLUTION

70.325 Whendissolution occurs

70.330 Judgmentof dissolution

70.335 Whomay wind up partnership affairs

70.340 Distributionof assets

FOREIGNLIMITED PARTNERSHIPS

70.350 Lawapplicable to foreign limited partnership

70.355 Registrationof foreign limited partnership; rules

70.365 Namerequirements

70.370 Correctionof application

70.375 Cancellationof registration

70.380 Registrationprerequisite to suing in state; effect on contracts, liability; agent

70.385 AttorneyGeneral’s enforcement

DERIVATIVEACTIONS

70.400 Actionby limited partner upon refusal of general partner

70.405 Statusof plaintiff

70.410 Contentof complaint

70.415 Remittanceof proceeds received by plaintiff; attorney fees

INACTIVATIONOF CERTIFICATE OR REGISTRATION

70.430 Groundsfor administrative action to inactivate certificate or registration of limitedpartnership

70.435 Noticeof administrative inactivation; effect of inactivation on authority ofregistered agent

70.440 Reinstatementfollowing administrative inactivation

CONVERSIONSAND MERGERS

70.500 Definitionsfor ORS 70.500 to 70.540

70.505 Conversion

70.510 Actionon plan of conversion

70.515 Articlesof conversion

70.520 Effectof conversion; assumed business name

70.525 Merger

70.530 Actionon plan of merger

70.535 Articlesof merger

70.540 Effectof merger

MISCELLANEOUS

70.600 Constructionto promote uniformity

70.605 Applicationto partnerships existing prior to July 1, 1986

70.610 Annualreport; fees; rules

70.615 Applicationof ORS chapter 67

70.620 Correctionof documents; effective date of correction

70.625 Shorttitle

GENERALPROVISIONS

70.005Definitions.As used in this chapter:

(1)“Certificate of limited partnership” means the certificate referred to in ORS70.075, and the certificate as amended, articles of conversion and articles ofmerger.

(2)“Contribution” means any cash, property, services rendered, or a promissorynote or other binding obligation to contribute cash or property or to performservices, that a partner contributes to a limited partnership in the capacityas a partner.

(3)“Corporation” or “domestic corporation” means a corporation for profitincorporated under ORS chapter 60.

(4)“Domestic limited liability company” means an entity that is an unincorporatedassociation having one or more members and that is organized under ORS chapter63.

(5)“Domestic nonprofit corporation” means a corporation not for profitincorporated under ORS chapter 65.

(6)