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)