reglab/housing_qa huggingface dataset:
OR Rev Stat § 70.370 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.375 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.380 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.385 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.400 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.405 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.410 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.415 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.430 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.435 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.440 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.450 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 70.450

[1985 c.677 §61; renumbered 70.600 in 1999]
OR Rev Stat § 70.455 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 70.455

[1985 c.677 §62; renumbered 70.605 in 1999]
OR Rev Stat § 70.460 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.465 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 70.465

[1985 c.677 §63; 1997 c.775 §89; 1999 c.86 §19; renumbered 70.615 in 1999]
OR Rev Stat § 70.470 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 70.470

[1987 c.543 §9b; renumbered 70.620 in 1999]
OR Rev Stat § 70.490 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 70.490

[1985 c.677 §1; renumbered 70.625 in 1999]
OR Rev Stat § 70.500 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.505 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.510 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.515 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 70.515 - Articles and plan of conversion.

(1) After the owners approve a conversion, the converting business entity shall: (a) File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and (b) File a plan of conversion or, in lieu of a plan of conversion, a written declaration that: (A) Identifies an address for an office of the converted entity where the plan of conversion is on file; and (B) States that the converted entity will provide any owner with a copy of the plan of conversion upon request and at no cost. (2) The conversion takes effect on the latest of: (a) The time and date on which the articles of conversion are filed; (b) The time and date on which any additional filing requirements imposed pursuant to the statutes that govern the surviving business entity are satisfied; or (c) On the delayed effective date and time set forth in the filings. [1999 c.362 §59; 2001 c.315 §11; 2015 c.28 §10]
OR Rev Stat § 70.525 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.530 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.535 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 70.535 - Articles and plan of merger.

(1) After each business entity that is a party to a merger has approved a plan of merger, the surviving business entity shall deliver to the Office of Secretary of State for filing: (a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and (B) States that the surviving entity will provide any owner of any constituent entity with a copy of the plan of merger upon request and at no cost; and (c) A written declaration that states that any party that was a limited partnership approved the plan of merger in accordance with ORS 70.525 and any party that was another business entity approved the plan of merger in accordance with the statutes that govern the other business entity. (2) The merger takes effect on the latest of: (a) The time and date on which the articles of merger are filed; (b) The time and date on which all documents required to be filed by the statute that governs any party to the merger that is a business entity other than a limited partnership are filed; or (c) Any later effective date specified in the articles of merger. [1999 c.362 §63; 2001 c.104 §22; 2015 c.28 §11]
OR Rev Stat § 70.600 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]