Limited Partnerships

ORS 70.230
Obligation of partner


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.


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 (Records required in office in state), of the stated contribution that has not been made.


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:


After the partner signs a writing that reflects the obligation; and


Before the amendment or cancellation thereof to reflect the compromise. [1985 c.677 §29; 1987 c.543 §19]


Last accessed
Jun. 26, 2021