ORS 70.135
Liability of limited partner


(1)

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.

(2)

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:

(a)

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.

(b)

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

(c)

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

(d)

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

(e)

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).

(f)

Requesting or attending a meeting of partners.

(g)

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

(A)

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

(B)

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

(C)

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

(D)

A change in the nature of the business.

(E)

The admission or removal of a general partner.

(F)

The admission or removal of a limited partner.

(G)

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

(H)

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

(I)

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.

(h)

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

(i)

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.

(3)

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.

(4)

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]

Source: Section 70.135 — Liability of 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
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