ORS § 70.140

Current through 2024 Regular Session legislation

Section 70.140 - Liability of person who erroneously believes person is limited partner

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.

ORS 70.140

1985 c.677 §21; 1987 c.543 §16