reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.700 - Authority to transact business.

(1) A foreign limited liability partnership may not transact business in this state until it has been authorized to do so by the Secretary of State.
(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section:
(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of the partners or carrying on other activities concerning the internal affairs of the partnership;
(c) Maintaining bank accounts;
(d) Selling through independent contractors;
(e) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(f) Creating or acquiring indebtedness, mortgages and security interests in real or personal property;
(g) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts;
(h) Owning, without more, real or personal property;
(i) Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature; or
(j) Transacting business in interstate commerce.
(3) The list of activities in subsection (2) of this section is not exhaustive. [1997 c.775 §68]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.705 - Consequences of transacting business without authority.

(1) A foreign limited liability partnership transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state.
(2) The successor to a foreign limited liability partnership that transacted business in this state without authority to transact business in this state and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign limited liability partnership or its successor obtains authorization from the Secretary of State to transact business in this state.
(3) A court may stay a proceeding commenced by a foreign limited liability partnership or its successor or assignee until it determines whether the foreign limited liability partnership or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign limited liability partnership or its successor obtains the authorization.
(4) A foreign limited liability partnership that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon the foreign limited liability partnership had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter.
(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign limited liability partnership to obtain authority to transact business in this state does not:
(a) Impair the validity of its acts or prevent it from defending any proceeding in this state; or
(b) Result in a waiver of limitations on personal liability of the partners of the foreign limited liability partnership. [1997 c.775 §69]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.710 - Application for authority to transact business; effective date of authorization.

(1) A foreign limited liability partnership may apply for authority to transact business in this state by delivering an application for authorization to the office of the Secretary of State for filing. The application must set forth:
(a) The name of the foreign limited liability partnership or, if the name the foreign limited liability partnership uses is unavailable for filing in this state, another name that satisfies the requirements of ORS 67.730;
(b) The name of the state or country under whose law the foreign limited liability partnership is registered and the date of registration;
(c) The foreign limited liability partnership’s registry number in the state or country under the laws of which the foreign limited liability partnership is registered;
(d) The address, including street and number, and mailing address, if different, of the foreign limited liability partnership’s principal office;
(e) A mailing address to which notices required by this chapter may be mailed;
(f) A brief statement describing the primary business activity of the foreign limited liability partnership; and
(g) The names and addresses of at least two partners of the foreign limited liability partnership.
(2)(a) Except as provided in paragraph (b) of this subsection, the foreign limited liability partnership shall deliver with the completed application a certificate of existence, or a document of similar import, current within 60 days of delivery and authenticated by the official having custody of limited liability partnership records in the state or country under whose law the foreign limited liability partnership is registered.
(b) A foreign limited liability 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 liability partnership records in the state or country under whose law the foreign limited liability partnership is registered provides free access via the Internet to a searchable database that contains evidence of limited liability partnership registrations.
(3) The foreign limited liability partnership is authorized by the Secretary of State to transact business in this state upon the filing of the application for authorization, or if applicable, upon the delayed effective time and date set forth in the application for authorization in accordance with ORS 67.017, and the payment of the required fee. The authorization shall remain effective until the authorization is voluntarily withdrawn pursuant to ORS 67.740 or the authorization is revoked pursuant to ORS 67.755. [1997 c.775 §70; 2007 c.186 §11; 2011 c.147 §20]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.715 - Amendment to application for authority.

(1) A foreign limited liability partnership authorized to transact business in this state shall deliver an amendment to its application for authorization to the office of the Secretary of State for filing if it changes:
(a) Its name as shown on the records of the office of the Secretary of State; or
(b) The address of its principal office.
(2) The amendment to the application for authorization shall set forth its name shown on the records of the office of the Secretary of State and the text of each amendment. The name as changed must satisfy the requirements of ORS 67.730. [1997 c.775 §71]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.720 - Limitations applicable to foreign limited liability partnerships.

(1) Except as provided in subsection (2) of this section, a foreign limited liability partnership may not be denied authorization to transact business in this state by the Secretary of State by reason of any difference between the laws of this state and the laws of the state or other jurisdiction under which the foreign limited liability partnership is registered.
(2) Notwithstanding subsection (1) of this section, a foreign limited liability partnership shall not be authorized or permitted to exercise any powers or purposes or conduct any business or affairs in this state that a limited liability partnership is proscribed from exercising, pursuing or undertaking in this state. [1997 c.775 §72]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.730 - Name of foreign limited liability partnership.

(1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign limited liability partnership to transact business in this state if the name of the foreign limited liability partnership does not conform to ORS 67.625.
(2) The name of the foreign limited liability partnership must contain the words or the abbreviation required by ORS 67.625 unless the name contains some other word, phrase or abbreviation that the laws of the state or country under whose laws the foreign limited liability partnership is registered require to denote a limited liability partnership. A foreign limited liability partnership shall not transact business in this state under an assumed business name unless the assumed business name contains the words or the abbreviation required by ORS 67.625 and the assumed business name is registered in accordance with ORS chapter 648.
(3) If a limited liability partnership name, limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office of the Secretary of State is not distinguishable on the records of the office of the Secretary of State from the name of the foreign limited liability partnership, the Secretary of State shall not authorize the foreign limited liability partnership to transact business in this state unless the foreign limited liability partnership states its name on the application for authority to transact business in this state as (name under which created), a limited liability partnership of (state or country under whose laws the foreign limited liability partnership is registered), the entirety of which shall be the real and true name of the foreign limited liability partnership in this state under ORS chapter 648.
(4) Notwithstanding subsection (3) of this section, a foreign limited liability partnership that renders professional service may use as its name all or some of the names of individual present or former partners of the partnership or a predecessor partnership, as permitted by the applicable rules of ethics and by the applicable statutory or regulatory provisions governing the rendering of such professional service.
(5) If a foreign limited liability partnership authorized to transact business in this state changes its name to one that does not satisfy the requirements of this section, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of this section and amends its application for authorization in accordance with ORS 67.715. [1997 c.775 §73]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.740 - Withdrawal of foreign limited liability partnership.

(1) A foreign limited liability partnership authorized to transact business in this state may withdraw from transacting business in this state by applying to the office of the Secretary of State for withdrawal. The application shall set forth:
(a) The name of the foreign limited liability partnership and the name of the state or country under whose law it is registered; and
(b) A commitment to notify the Secretary of State for a period of five years from the date of withdrawal of any change in its mailing address.
(2) A withdrawal notice terminates the active status of the partnership as a foreign limited liability partnership as of the date of filing the notice or a later date specified in the notice. [1997 c.775 §74]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.750 - Grounds for revocation.

The Secretary of State may commence a proceeding under ORS 67.755 to revoke the authority of a foreign limited liability partnership to transact business in this state if:
(1) The foreign limited liability partnership does not deliver its annual report to the office of the Secretary of State within the time prescribed by this chapter; or
(2) The foreign limited liability partnership does not pay within the time prescribed by this chapter any fees imposed by this chapter. [1997 c.775 §75]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.755 - Procedure for and effect of revocation.

(1) If the Secretary of State determines that one or more grounds exist under ORS 67.750 for revocation of authority of a foreign limited liability partnership to transact business in this state, the Secretary of State shall give the foreign limited liability partnership written notice of the determination.
(2) If the foreign limited liability partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 45 days after notice is given, the Secretary of State shall revoke the authority of the foreign limited liability partnership.
(3) The authority of a foreign limited liability partnership to transact business in this state ceases as of the date of revocation of its authority to transact business in this state.
(4) The Secretary of State’s revocation of a foreign limited liability partnership’s authority to transact business in this state appoints the Secretary of State as the foreign limited liability partnership’s agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability partnership was authorized to transact business in this state. [1997 c.775 §76]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.760 - Appeal from revocation.

In addition to any other legal remedy which may be available, a foreign limited liability partnership shall have the right to appeal the Secretary of State’s revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. [1997 c.775 §77]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.765 - Reinstatement of authority.

(1) A foreign limited liability partnership which has had its authority revoked under ORS 67.755 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall:
(a) State the name of the foreign limited liability partnership and the effective date its authority was revoked; and
(b) State that the ground or grounds for revocation of authority 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 foreign limited liability partnership’s name satisfies the requirements of ORS 67.730, the Secretary of State shall reinstate the authority.
(3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation of authority and the foreign limited liability partnership resumes carrying on its business as if the revocation of authority had never occurred. [1997 c.775 §78]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.805 - Severability.

If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [1997 c.775 §82]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.990 - Penalty for signing false document.

(1) A person commits the crime of signing a false document for filing if the person:
(a) Knows the document is false in any material respect; and
(b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter.
(2) Signing a false document for filing is a Class A misdemeanor. [2013 c.158 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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 and may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. [1985 c.677 §5; 2017 c.705 §28]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.025 - Registered agent; registered office; changing agent.

(1)(a) A domestic limited partnership and a foreign limited partnership that does business in this state and all general partners of each domestic limited partnership or foreign limited partnership must continuously maintain in this state a registered agent and a registered office. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.
(b) The registered agent must 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 of the domestic or foreign limited partnership may change the registered agent of the domestic or foreign limited partnership by submitting for filing to the Office of Secretary of State a statement described in this subsection. The statement must be executed by a general partner. Filing the statement immediately terminates the existing registered agent and establishes the newly appointed registered agent as the registered agent of the domestic or foreign limited partnership and the general partners of the domestic or foreign limited partnership. The statement must include:
(a) The name of the domestic or foreign limited partnership and the name and address of each general partner of the domestic or foreign limited partnership; and
(b) The name of the successor registered agent and the physical street address of the registered agent’s business office in this state. [1985 c.677 §5a; 1987 c.543 §3; 2001 c.315 §31; 2013 c.158 §32; 2017 c.705 §29]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.140 - Liability of person who erroneously believes person is limited partner.

A person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise or exercising any rights of a limited partner if, on ascertaining the mistake, the person promptly takes either of the following actions:
(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed.
(2) Withdraws from future equity participation in the enterprise by executing and submitting for filing with the Office of Secretary of State a certificate declaring withdrawal under this section. [1985 c.677 §21; 1987 c.543 §16]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.145 - Powers of limited partner.

Each limited partner may:
(1) Inspect and copy any of the partnership records required to be maintained by ORS 70.050.
(2) Obtain from the general partners from time to time upon reasonable demand:
(a) True and full information regarding the state of the business and financial condition of the limited partnership;
(b) A copy of the limited partnership’s federal, state and local income tax returns for each year promptly after they become available; and
(c) Other information regarding the affairs of the limited partnership as is just and reasonable. [1985 c.677 §22]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]