Limited Partnerships

ORS 70.135
Liability of limited partner


Except as provided in subsection (4) of this section, a limited partner is not liable for the obligations of a limited partnership unless the limited partner is also a general partner or, in addition to the exercise of rights and powers as a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of the business, the limited partner is liable only to persons who transact business with the limited partnership and who reasonably believe, based upon the limited partner’s conduct, that the limited partner is a general partner.


A limited partner does not participate in the control of the business within the meaning of subsection (1) of this section solely by doing one or more of the following:


Being a contractor for or an agent or employee of the limited partnership or of a general partner, or being an officer, director or shareholder of a general partner that is a corporation.


Consulting with and advising a general partner with respect to the business of the limited partnership.


Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership.


Taking any action required or permitted by law to bring or pursue a derivative action in the right of the limited partnership.


Bringing a derivative action in the right of the limited partnership to recover a judgment in its favor pursuant to ORS 70.400 (Action by limited partner upon refusal of general partner) to 70.415 (Remittance of proceeds received by plaintiff).


Requesting or attending a meeting of partners.


Proposing, approving or disapproving, by voting or otherwise, one or more of the following matters:


The dissolution and winding up or the continuation of the limited partnership.


The sale, exchange, lease, mortgage, pledge or other transfer of all or substantially all of the assets of the limited partnership.


The incurrence of indebtedness by the limited partnership other than in the ordinary course of its business.


A change in the nature of the business.


The admission or removal of a general partner.


The admission or removal of a limited partner.


A transaction involving an actual or potential conflict of interest between a general partner and the limited partnership or the limited partners.


An amendment to the partnership agreement or certificate of limited partnership.


Matters related to the business of the limited partnership not otherwise listed in this paragraph that the partnership agreement states in writing may be subject to the approval or disapproval of limited partners.


Winding up the limited partnership pursuant to ORS 70.325 (When dissolution occurs).


Exercising any right or power permitted to limited partners under ORS 70.005 (Definitions), 70.010 (Name of limited partnership), 70.025 (Registered agent) to 70.040 (When Secretary of State to serve as agent), 70.050 (Records required in office in state), 70.075 (Formation of limited partnership), 70.080 (Amendment of certificate), 70.090 (Execution of certificate) to 70.100 (Filing with Office of Secretary of State), 70.110 (Filing as notice of limited partnership), 70.125 (Date person becomes limited partner), 70.135 (Liability of limited partner), 70.140 (Liability of person who erroneously believes person is limited partner), 70.175 (Admission of additional general partners), 70.180 (When person ceases to be general partner), 70.230 (Obligation of partner) to 70.255 (Withdrawal of partner), 70.265 (Rights of partner regarding distribution), 70.275 (Liability of partner who receives return of contribution), 70.300 (Assignee of partnership interest as limited partner), 70.325 (When dissolution occurs), 70.355 (Registration of foreign limited partnership) to 70.375 (Cancellation of registration), 70.610 (Annual report) and 70.620 (Correction of documents) and not specifically listed in this subsection.


The enumeration in subsection (2) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the control of the business of the limited partnership.


A limited partner who knowingly permits the limited partner’s name to be used in the name of the limited partnership, except under circumstances permitted by ORS 70.010 (Name of limited partnership) (2), is liable to creditors who extend credit to the limited partnership without actual knowledge that the limited partner is not a general partner. [1985 c.677 §20; 1987 c.543 §15]


Last accessed
Jun. 26, 2021