Oregon Statutes 70.125 – Date person becomes limited partner; admission of additional limited partner
(1) A person becomes a limited partner on the later of:
Terms Used In Oregon Statutes 70.125
- Certificate of limited partnership: means the certificate referred to in ORS § 70. See Oregon Statutes 70.005
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Oregon Statutes 70.005
- Partner: means a limited or general partner. See Oregon Statutes 70.005
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership agreement: means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of the business of the limited partnership. See Oregon Statutes 70.005
- Partnership interest: means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. See Oregon Statutes 70.005
- Person: means an individual, partnership, limited partnership (domestic or foreign), association or corporation. See Oregon Statutes 70.005
(a) The date the original certificate of limited partnership is filed; or
(b) The date stated in the records of the limited partnership as the date that person becomes a limited partner.
(2) After the filing of a limited partnership’s original certificate of limited partnership, a person may be admitted as an additional limited partner as follows:
(a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners.
(b) In the case of an assignee of a partnership interest, upon the occurrence of either of the following:
(A) Upon the exercise by the assignor of a power provided in ORS § 70.300, to grant to the assignee the right to become a limited partner, and upon compliance with any conditions limiting the grant or exercise of the power; or
(B) Upon the consent of all partners other than the assignor. [1985 c.677 § 18; 1987 c.543 § 14]