As used in this chapter:
- (1) “Certificate of limited partnership” means the certificate referred to in ORS 70.075, and the certificate as amended, articles of conversion and articles of merger.
- (2) “Contribution” means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services, that a partner contributes to a limited partnership in the capacity as a partner.
- (3) “Corporation” or “domestic corporation” means a corporation for profit incorporated under ORS chapter 60.
- (4) “Domestic limited liability company” means an entity that is an unincorporated association having one or more members and that is organized under ORS chapter 63.
- (5) “Domestic nonprofit corporation” means a corporation not for profit incorporated under ORS chapter 65.
- (6) “Domestic professional corporation” means a corporation organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58.
- (7) “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 70.180.
- (8) “Foreign corporation” means a corporation for profit incorporated under laws other than the laws of this state.
- (9) “Foreign limited liability company” means an entity that is an unincorporated association organized under laws other than the laws of this state and that is organized under a statute under which an association may be formed that affords to each of the entity’s members limited liability with respect to liabilities of the entity.
- (10) “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.
- (11) “Foreign nonprofit corporation” means a corporation not for profit organized under laws other than the laws of this state.
- (12) “Foreign professional corporation” means a professional corporation organized under laws other than the laws of this state.
- (13) “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.
- (14) “Limited partner” means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement.
- (15) “Limited partnership” and “domestic limited partnership” mean a partnership formed by two or more persons under the laws of this state and having one or more general partners and one or more limited partners.
- (16) “Partner” means a limited or general partner.
- (17) “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.
- (18) “Partnership interest” means a partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.
- (19) “Person” means an individual, partnership, limited partnership (domestic or foreign), association or corporation.
[1985 c.677 §2; 1987 c.414 §65; 1987 c.543 §1; 1999 c.362 §53; 2001 c.315 §36; 2005 c.107 §5; 2009 c.14 §5; 2009 c.294 §9]