Oregon § 70.140 Liability of person who erroneously believes person is limited partner

Oregon Statutes

§ 70.140 — Liability of person who erroneously believes person is limited partner

Oregon § 70.140

Vol.2

Title 7Corporations and Partnerships

Ch. 70Limited Partnerships

This text of Oregon § 70.140 (Liability of person who erroneously believes person is limited partner) is published on Counsel Stack Legal Research, covering Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Or. Rev. Stat. § 70.140 (2026).

Text

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:

(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.

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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:
(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.