(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 ยง55]
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.