70.005 Definitions
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/or/ors-chapter-70/limited-partnerships/70-005·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
70.005 Definitions. As used in this chapter:
(1)“Certificate of limited partnership” means the certificate referred to in ORS 70.075, and the certificate as amended, articles of conversion and articles of merger.
(2)“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.
(3)“Corporation” or “domestic corporation” means a corporation for profit incorporated under ORS chapter 60.
(4)“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.
(5)“Domestic nonprofit corporation” means a corporation not for profit incorporated under ORS chapter 65.
(6)“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.
(7)“Event of withdrawal of a general partner” means an event that causes a person to cease to be a general partner as provided in ORS 70.180.
(8)“Foreign corporation” means a corporation for profit incorporated under laws other than the laws of this state.
(9)“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.
(10)“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.
(11)“Foreign nonprofit corporation” means a corporation not for profit organized under laws other than the laws of this state.
(12)“Foreign professional corporation” means a professional corporation organized under laws other than the laws of this state.
(13)“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.
(14)“Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
(15)“Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.
(16)“Partner” means a limited or general partner.
(17)“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.
(18)“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.
(19)“Person” means an individual, partnership, limited partnership (domestic or foreign), association or corporation. [1985 c.677 §2; 1987 c.414 §65; 1987 c.543 §1; 1999 c.362 §53; 2001 c.315 §36; 2005 c.107 §5; 2009 c.14 §5; 2009 c.294 §9]