ORS 70.300
Assignee of partnership interest as limited partner

(1)

An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:

(a)

The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or

(b)

All other partners consent.

(2)

An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in ORS 70.225 (Form of contribution) to 70.275 (Liability of partner who receives return of contribution). However, the assignee is not obligated for liabilities that were unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from the certificate of limited partnership.

(3)

If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor’s liability to the limited partnership under ORS 70.105 (Remedy for false statements in certificate) and 70.230 (Obligation of partner). [1985 c.677 §43; 1987 c.543 §26]

Source: Section 70.300 — Assignee of partnership interest as limited partner, https://www.­oregonlegislature.­gov/bills_laws/ors/ors070.­html.

70.005
Definitions 70.010
Name of limited partnership 70.015
Reservation of limited partnership name 70.020
Office in state 70.025
Registered agent 70.030
Change of address and resignation procedures for registered agent 70.035
Scope of agency of registered agent 70.040
When Secretary of State to serve as agent 70.045
Effect of ORS 70.020 to 70.040 70.050
Records required in office in state 70.055
Authority of limited partnership 70.060
Authority of partner to do business with limited partnership 70.065
Filing, service, copying and certification fees 70.067
Forms 70.070
Filing duty of Secretary of State 70.075
Formation of limited partnership 70.080
Amendment of certificate 70.085
Cancellation of certificate 70.090
Execution of certificate 70.095
Remedy for failure to execute certificate 70.100
Filing with Office of Secretary of State 70.105
Remedy for false statements in certificate 70.110
Filing as notice of limited partnership 70.115
Duty of general partners to deliver copy of certificate to each limited partner 70.125
Date person becomes limited partner 70.130
Voting rights 70.135
Liability of limited partner 70.140
Liability of person who erroneously believes person is limited partner 70.145
Powers of limited partner 70.175
Admission of additional general partners 70.180
When person ceases to be general partner 70.185
Rights, restrictions and liabilities of general partner 70.190
Rights and powers of general partner as general and limited partner 70.195
Voting rights 70.225
Form of contribution 70.230
Obligation of partner 70.235
Allocation of profits and losses 70.240
Allocation of distributions of assets 70.250
Entitlement to distributions 70.255
Withdrawal of partner 70.260
Entitlements of withdrawing partner 70.265
Rights of partner regarding distribution 70.270
Limit on distribution 70.275
Liability of partner who receives return of contribution 70.285
Partnership as personal property 70.290
Assignability of partnership interest 70.295
Rights of judgment creditor of partner 70.300
Assignee of partnership interest as limited partner 70.305
Death, incompetency, dissolution or termination of partner 70.325
When dissolution occurs 70.330
Judgment of dissolution 70.335
Who may wind up partnership affairs 70.340
Distribution of assets 70.350
Law applicable to foreign limited partnership 70.355
Registration of foreign limited partnership 70.365
Name requirements 70.370
Correction of application 70.375
Cancellation of registration 70.380
Registration prerequisite to suing in state 70.385
Attorney General’s enforcement 70.400
Action by limited partner upon refusal of general partner 70.405
Status of plaintiff 70.410
Content of complaint 70.415
Remittance of proceeds received by plaintiff 70.430
Grounds for administrative action to inactivate certificate or registration of limited partnership 70.435
Notice of administrative inactivation 70.440
Reinstatement following administrative inactivation 70.500
Definitions for ORS 70.500 to 70.540 70.505
Conversion 70.510
Action on plan of conversion 70.515
Articles and plan of conversion 70.520
Effect of conversion 70.525
Merger 70.530
Action on plan of merger 70.535
Articles and plan of merger 70.540
Effect of merger 70.600
Construction to promote uniformity 70.605
Application to partnerships existing prior to July 1, 1986 70.610
Annual report 70.615
Application of ORS chapter 67 70.620
Correction of documents 70.625
Short title 70.990
Penalty for signing false document
Green check means up to date. Up to date

Current through early 2024

§ 70.300’s source at oregon​.gov