(1) A foreign limited liability partnership transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state.

Terms Used In Oregon Statutes 67.705

  • Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
  • Foreign limited liability partnership: means a partnership that:

    (a) Is formed under laws other than the law of this state; and

    (b) Has the status of a limited liability partnership under those laws. See Oregon Statutes 67.005

  • Limited liability partnership: means a partnership that has registered under ORS § 67. See Oregon Statutes 67.005
  • 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.
  • Partnership: means an association of two or more persons to carry on as co-owners a business for profit created under ORS § 67. See Oregon Statutes 67.005
  • State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States. See Oregon Statutes 67.005

(2) The successor to a foreign limited liability partnership that transacted business in this state without authority to transact business in this state and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign limited liability partnership or its successor obtains authorization from the Secretary of State to transact business in this state.

(3) A court may stay a proceeding commenced by a foreign limited liability partnership or its successor or assignee until it determines whether the foreign limited liability partnership or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign limited liability partnership or its successor obtains the authorization.

(4) A foreign limited liability partnership that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon the foreign limited liability partnership had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter.

(5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign limited liability partnership to obtain authority to transact business in this state does not:

(a) Impair the validity of its acts or prevent it from defending any proceeding in this state; or

(b) Result in a waiver of limitations on personal liability of the partners of the foreign limited liability partnership. [1997 c.775 § 69]

 

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