Oregon limited partnership agreement template

Oregon Limited Partnership Agreement

This Oregon Limited Partnership Agreement is made as of [Date], by and among:

• [General Partner Full Legal Name], residing at [General Partner Address], and
• [Limited Partner Full Legal Name], residing at [Limited Partner Address], and
• any other partners who may from time to time be admitted to the Partnership in accordance with the terms of this Agreement.

1. Formation and Name

• The parties form a limited partnership (the "Partnership") under the laws of the State of Oregon, effective as of [Date].
• The name of the Partnership shall be [Partnership Name].
  • Option A: The Partnership shall register its name with the Oregon Secretary of State, complying with ORS Chapter 70.
  • Option B: The parties acknowledge that the Partnership name complies with all applicable Oregon statutes.

2. Purpose

• The purpose of the Partnership is to engage in the business of [Description of Business Purpose] within the State of Oregon.
  • Option A: The scope of activities is limited to [Specific Activities].
  • Option B: The scope of activities includes any activity reasonably related to the primary business purpose.

3. Principal Place of Business and Registered Agent

• The principal place of business of the Partnership in Oregon shall be located at [Principal Office Address].
• The registered agent of the Partnership in Oregon shall be [Registered Agent Name], with an address at [Registered Agent Address].

4. Partners

• The General Partner shall be [General Partner Full Legal Name].
• The Limited Partner shall be [Limited Partner Full Legal Name].
• Additional partners may be admitted as provided in this Agreement.

5. Capital Contributions

• Initial Capital Contributions:
  • The General Partner shall contribute [General Partner Contribution Amount/Description] by [Date].
  • The Limited Partner shall contribute [Limited Partner Contribution Amount/Description] by [Date].
• Additional Capital Contributions:
  • Option A: No additional capital contributions shall be required.
  • Option B: Additional capital contributions may be required upon a vote of [Percentage]% of the partners.
  • If additional contributions are required, the amount and timing shall be determined by the General Partner.
    • Consequences of failure to contribute:
      • Option A: Dilution of ownership interest.
      • Option B: Monetary penalty of [Amount or Percentage].
      • Option C: Other [Describe other consequence].

6. Allocation of Profits, Losses, and Distributions

• Profits and losses shall be allocated as follows:
  • General Partner: [Percentage]%
  • Limited Partner: [Percentage]%
  • [Specify allocation formula, considering ORS 70.090 and partnership accounting practices]
• Distributions shall be made in proportion to the allocation of profits, unless otherwise agreed by all partners.

7. Management

• The General Partner shall have the sole responsibility for the management and control of the Partnership business.
  • Powers of the General Partner:
    • The General Partner has the authority to bind the partnership.
    • The General Partner has the right to make day-to-day management decisions.
    • The General Partner may delegate powers, subject to the restrictions specified below.
  • Limitations on General Partner Power:
    • The General Partner may not [Specific limitations] without the consent of [Percentage]% of the partners.
    • [Specify voting thresholds for key decisions]
• The Limited Partner shall not participate in the management or control of the Partnership business, consistent with Oregon law regarding limited liability.

8. Meetings and Voting

• Meetings of the partners shall be held [Frequency].
  • Option A: Meetings can be called by any partner with [Number] days' notice.
  • Option B: Meetings must be called by the General Partner.
• Quorum: A quorum shall consist of partners holding at least [Percentage]% of the partnership interests.
• Voting: Decisions shall be made by a vote of [Percentage]% of the partners, unless otherwise specified in this Agreement.

9. Transfer of Partnership Interests

• No partner may transfer, sell, or assign their partnership interest without the prior written consent of [Percentage]% of the other partners.
  • Option A: A right of first refusal is granted to the other partners.
  • Option B: Any proposed transfer must comply with applicable Oregon securities laws.
• Admission of New Partners: The admission of a new partner requires the consent of all existing partners.

10. Withdrawal, Retirement, or Death of a Partner

• Withdrawal: A partner may withdraw from the Partnership upon [Number] days' written notice to the other partners.
  • Option A: Upon withdrawal, the withdrawing partner shall be entitled to receive the fair market value of their partnership interest, as determined by [Valuation Method].
  • Option B: The remaining partners have the right to purchase the withdrawing partner's interest.
• Death: Upon the death of a partner, their interest shall pass to their estate, subject to the terms of this Agreement and applicable Oregon law.

11. Liability and Indemnification

• The General Partner shall have unlimited personal liability for the debts and obligations of the Partnership.
• The Limited Partner's liability shall be limited to their capital contribution, consistent with Oregon law, provided they do not participate in the management or control of the Partnership.
• Indemnification: The Partnership shall indemnify and hold harmless each partner, manager, and agent from and against any and all losses, claims, damages, liabilities, and expenses arising out of their activities on behalf of the Partnership, to the extent permitted by Oregon law.

12. Tax Matters

• The Partnership shall be treated as a [Partnership/Pass-through entity] for tax purposes.
• The Tax Matters Partner shall be [Name of Tax Matters Partner].
• The Tax Matters Partner is responsible for federal tax election for the partnership under Subchapter K of the Internal Revenue Code, compliance with requirements for K-1 delivery to partners, and responding to Internal Revenue Service inquiries.
• The partnership will comply with Oregon Department of Revenue requirements.

13. Dissolution

• The Partnership shall dissolve upon the occurrence of any of the following events:
  • The agreement of all partners.
  • The death, withdrawal, or bankruptcy of the General Partner, unless the remaining partners agree to continue the Partnership.
  • The sale of all or substantially all of the Partnership's assets.
  • Any event that makes it unlawful for the Partnership to continue its business.
• Winding Up: Upon dissolution, the assets of the Partnership shall be liquidated, and the proceeds shall be distributed in accordance with the terms of this Agreement and applicable Oregon law.

14. Amendments

• This Agreement may be amended only by a written instrument signed by all of the partners.

15. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be settled by [Method of Dispute Resolution: e.g., mediation, arbitration] in [City, State].
  • Option A: The exclusive jurisdiction and venue for any legal action shall be in the state courts of Oregon.
  • Option B: The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

16. Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon.

17. Severability

• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

18. Entire Agreement

• This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

19. Notices

• All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

20. Oregon-Specific Provisions

• Compliance with Oregon Statutes: This Agreement is intended to comply with all applicable provisions of Oregon Revised Statutes Chapter 70 (or successor statutes).
• Commercial Activity Tax Disclosures: [Include any necessary Oregon-specific franchise or commercial activity tax disclosures]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________

[General Partner Full Legal Name]

____________________________

[Limited Partner Full Legal Name]