Oregon Statutes 70.140 – Liability of person who erroneously believes person is limited partner
A person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise or exercising any rights of a limited partner if, on ascertaining the mistake, the person promptly takes either of the following actions:
Terms Used In Oregon Statutes 70.140
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Contribution: means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in the capacity as a partner. 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
- 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.
- Person: means an individual, partnership, limited partnership (domestic or foreign), association or corporation. See Oregon Statutes 70.005
(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed.
(2) Withdraws from future equity participation in the enterprise by executing and submitting for filing with the Office of Secretary of State a certificate declaring withdrawal under this section. [1985 c.677 § 21; 1987 c.543 § 16]