reglab/housing_qa huggingface dataset:
OR Rev Stat § 70.175 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.185 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.190 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.195 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.225 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.230 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.235 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.240 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.250 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.255 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.260 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.265 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.270 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.275 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.285 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 70.285 - Partnership as personal property.

A partnership interest is personal property. [1985 c.677 §40]
OR Rev Stat § 70.290 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.295 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.300 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.305 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.325 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.330 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.335 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.340 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.350 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.355 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]
OR Rev Stat § 70.365 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 070 - Limited Partnerships|Section 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]