Oregon Statutes 70.325 – When dissolution occurs
A limited partnership is dissolved and its affairs shall be wound up when the first of any of the following events occurs:
Terms Used In Oregon Statutes 70.325
- Certificate of limited partnership: means the certificate referred to in ORS § 70. See Oregon Statutes 70.005
- 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. 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
- Partner: means a limited or 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.
- 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. See Oregon Statutes 70.005
(1) Upon reaching the time for dissolution specified in the certificate of limited partnership.
(2) Upon the happening of events specified in writing in the partnership agreement.
(3) By the vote or such other action of the partners as is provided in writing in the partnership agreement, or if the partnership agreement does not so provide in writing, by the written consent of all partners.
(4) An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so. However, a limited partnership is not dissolved under this subsection and is not required to be wound up by reason of any event of withdrawal if, not later than the 90th day after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired.
(5) Entry of a judgment or judicial order of involuntary dissolution under ORS § 70.330. [1985 c.677 § 45; 1987 c.543 § 27]