Oregon Statutes 70.025 – Registered agent; registered office; changing agent
(1)(a) A domestic limited partnership and a foreign limited partnership that does business in this state and all general partners of each domestic limited partnership or foreign limited partnership must continuously maintain in this state a registered agent and a registered office. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.
Terms Used In Oregon Statutes 70.025
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Domestic limited liability company: means an entity that is an unincorporated association having one or more members and that is organized under ORS Chapter 63. See Oregon Statutes 70.005
- Domestic nonprofit corporation: means a corporation not for profit incorporated under ORS Chapter 65. See Oregon Statutes 70.005
- Domestic professional corporation: means a corporation organized under ORS Chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS Chapter 58. See Oregon Statutes 70.005
- Foreign corporation: means a corporation for profit incorporated under laws other than the laws of this state. See Oregon Statutes 70.005
- Foreign limited liability company: means an entity that is an unincorporated association organized under laws other than the laws of this state and that is organized under a statute under which an association may be formed that affords to each of the entity's members limited liability with respect to liabilities of the entity. See Oregon Statutes 70.005
- Foreign limited partnership: means a partnership formed under laws other than the laws of this state and having as partners one or more general partners and one or more limited partners. See Oregon Statutes 70.005
- Foreign nonprofit corporation: means a corporation not for profit organized under laws other than the laws of this state. See Oregon Statutes 70.005
- Foreign professional corporation: means a professional corporation organized under laws other than the laws of this state. See Oregon Statutes 70.005
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and named in the certificate of limited partnership as a general partner. 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.
(b) The registered agent must be:
(A) An individual resident of this state who has a business office in this state;
(B) A domestic corporation, domestic limited liability company, domestic professional corporation or domestic nonprofit corporation that has a business office in this state; or
(C) A foreign corporation, foreign limited liability company, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state and has a business office in this state.
(2) A domestic or foreign limited partnership and the general partners of the domestic or foreign limited partnership may change the registered agent of the domestic or foreign limited partnership by submitting for filing to the Office of Secretary of State a statement described in this subsection. The statement must be executed by a general partner. Filing the statement immediately terminates the existing registered agent and establishes the newly appointed registered agent as the registered agent of the domestic or foreign limited partnership and the general partners of the domestic or foreign limited partnership. The statement must include:
(a) The name of the domestic or foreign limited partnership and the name and address of each general partner of the domestic or foreign limited partnership; and
(b) The name of the successor registered agent and the physical street address of the registered agent’s business office in this state. [1985 c.677 § 5a; 1987 c.543 § 3; 2001 c.315 § 31; 2013 c.158 § 32; 2017 c.705 § 29]