Oregon Statutes 70.380 – Registration prerequisite to suing in state; effect on contracts, liability; agent
(1) A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state.
Terms Used In Oregon Statutes 70.380
- Contract: A legal written agreement that becomes binding when signed.
- 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
- 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
- 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.
- Service of process: The service of writs or summonses to the appropriate party.
(2) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in any court of this state.
(3) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
(4) A foreign limited partnership, by transacting business in this state without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state. [1985 c.677 § 55]