Limited Partnerships

ORS 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:


Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed.


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]


Last accessed
Jun. 26, 2021