US Laws, Codes, Statutes & Cases

Chapter 70 — Limited Partnerships

 

2007 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; 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 the laws of a state other than this state.

      (9) “Foreign limited liability company” means an entity that is an unincorporated association organized under the laws of a state other than this state, under the laws of a federally recognized Indian tribe or under the laws of a foreign country and that is organized under a statute under which an association may be formed that affords to each of its members limited liability with respect to liabilities of the entity.

      (10) “Foreign limited partnership” means a partnership formed under the laws of any jurisdiction other than this state and having as partners one or more general partners and one or more limited partners.

      (11) “Foreign nonprofit corporation” means a corporation not for profit organized under the laws of a state other than this state.

      (12) “Foreign professional corporation” means a professional corporation organized under the laws of a state other than this state.

      (13) “General partner” means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.

      (14) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.

      (15) “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.

      (16) “Partner” means a limited or general partner.

      (17) “Partnership agreement” means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

      (18) “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

      (19) “Person” means an individual, partnership, limited partnership (domestic or foreign), trust, estate, association or corporation. [1985 c.677 §2; 1987 c.414 §65; 1987 c.543 §1; 1999 c.362 §53; 2001 c.315 §36; 2005 c.107 §5]

 

      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]