(1) "Certificate of limited partnership" means the certificate referred to in ORS 70.075, and the certificate as amended, articles of conversion and articles of merger.
(2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in the capacity as a partner.
(3) "Corporation" or "domestic corporation" means a corporation for profit incorporated under ORS chapter 60.
(4) "Domestic limited liability company" means an entity that is an unincorporated association having one or more members and that is organized under ORS chapter 63.
(5) "Domestic nonprofit corporation" means a corporation not for profit incorporated under ORS chapter 65.
(6) "Domestic professional corporation" means a corporation organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58.
(7) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in ORS 70.180.
(8) "Foreign corporation" means a corporation for profit incorporated under laws other than the laws of this state.
(9) "Foreign limited liability company" means an entity that is an unincorporated association organized under laws other than the laws of this state and that is organized under a statute under which an association may be formed that affords to each of the entity’s members limited liability with respect to liabilities of the entity.
(10) "Foreign limited partnership" means a partnership formed under laws other than the laws of this state and having as partners one or more general partners and one or more limited partners.
(11) "Foreign nonprofit corporation" means a corporation not for profit organized under laws other than the laws of this state.
(12) "Foreign professional corporation" means a professional corporation organized under laws other than the laws of this state.
(13) "General partner" means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner.
(14) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
(15) "Limited partnership" and "domestic limited partnership" mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.
(16) "Partner" means a limited or general partner.
(17) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of the business of the limited partnership.
(18) "Partnership interest" means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
(19) "Person" means an individual, partnership, limited partnership (domestic or foreign), association or corporation. [1985 c.677 §2; 1987 c.414 §65; 1987 c.543 §1; 1999 c.362 §53; 2001 c.315 §36; 2005 c.107 §5; 2009 c.14 §5; 2009 c.294 §9]
Structure 2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 070 - Limited Partnerships
Section 70.015 - Reservation of limited partnership name.
Section 70.025 - Registered agent; registered office; changing agent.
Section 70.030 - Change of address and resignation procedures for registered agent.
Section 70.045 - Effect of ORS 70.020 to 70.040.
Section 70.050 - Records required in office in state; inspection.
Section 70.070 - Filing duty of Secretary of State.
Section 70.075 - Formation of limited partnership; certificate of limited partnership; rules.
Section 70.080 - Amendment of certificate.
Section 70.085 - Cancellation of certificate.
Section 70.090 - Execution of certificate.
Section 70.100 - Filing with Office of Secretary of State.
Section 70.105 - Remedy for false statements in certificate.
Section 70.125 - Date person becomes limited partner; admission of additional limited partner.
Section 70.135 - Liability of limited partner.
Section 70.140 - Liability of person who erroneously believes person is limited partner.
Section 70.145 - Powers of limited partner.
Section 70.180 - When person ceases to be general partner.
Section 70.185 - Rights, restrictions and liabilities of general partner.
Section 70.230 - Obligation of partner.
Section 70.255 - Withdrawal of partner.
Section 70.265 - Rights of partner regarding distribution; remedies.
Section 70.270 - Limit on distribution.
Section 70.275 - Liability of partner who receives return of contribution.
Section 70.300 - Assignee of partnership interest as limited partner.
Section 70.305 - Death, incompetency, dissolution or termination of partner.
Section 70.325 - When dissolution occurs.
Section 70.340 - Distribution of assets.
Section 70.350 - Law applicable to foreign limited partnership.
Section 70.355 - Registration of foreign limited partnership; rules.
Section 70.375 - Cancellation of registration.
Section 70.380 - Registration prerequisite to suing in state; effect on contracts, liability; agent.
Section 70.405 - Status of plaintiff.
Section 70.440 - Reinstatement following administrative inactivation.
Section 70.500 - Definitions for ORS 70.500 to 70.540.
Section 70.510 - Action on plan of conversion.
Section 70.515 - Articles and plan of conversion.
Section 70.520 - Effect of conversion; assumed business name.
Section 70.530 - Action on plan of merger.
Section 70.535 - Articles and plan of merger.
Section 70.540 - Effect of merger.
Section 70.605 - Application to partnerships existing prior to July 1, 1986.
Section 70.610 - Annual report; updates; rules.
Section 70.620 - Correction of documents; effective date of correction.