Oregon Statutes 70.375 – Cancellation of registration
(1) A foreign limited partnership may cancel its registration by submitting for filing a certificate of cancellation to the Office of Secretary of State signed by a general partner.
Terms Used In Oregon Statutes 70.375
- 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
- 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
- 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
- Service of process: The service of writs or summonses to the appropriate party.
- Trustee: A person or institution holding and administering property in trust.
(2) A certificate of cancellation shall set forth:
(a) The name of the limited partnership and the state or country under the laws of which it is organized;
(b) A statement that the limited partnership is not transacting business in this state;
(c) A statement that the limited partnership revokes the authority of its registered agent in this state to accept service of process, notice or demand and consents that service of process, notice or demand in any action, suit or proceeding based upon any transaction, event or occurrence that took place in this state prior to the filing of the certificate of cancellation may thereafter be made on the limited partnership by service on the Secretary of State; and
(d) A mailing address to which the person initiating any proceeding may mail a copy of any process, notice or demand to the limited partnership that has been served on the Secretary of State.
(3) The certificate of cancellation shall be signed by one of the general partners or, if the foreign limited partnership is in the hands of a receiver or trustee, shall be signed by the receiver or trustee.
(4) If the Secretary of State finds that the certificate conforms to the filing requirements of this chapter, the Secretary of State shall file the certificate and return an acknowledgment of filing to the sender. Upon the filing of the certificate of cancellation, the authority of the foreign limited partnership to transact business in this state shall cease.
(5) A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transaction of business in this state. [1985 c.677 § 54; 1987 c.543 § 31; 1999 c.486 § 17]