Oregon Partnership Types (4)
| Partnership Type | State Filing Requirement | |
|---|---|---|
| General Partnership (GP) | Most general partnerships do not need to register but are obligated to follow naming requirements: Oregon Business Entity Search | |
| Limited Partnership (LP) | Oregon Certificate of Limited Partnership (Filing Fee: $100.00) | |
| Limited Liability Partnership (LLP) | Limited Liability Partnership (Filing Fee: $100.00) | |
| Limited Liability Limited Partnership (LLLP) |
|
Fiduciary Duty
Duty of Loyalty:
- Every partner that receives or accesses “property, profit or benefit” as a result of conducting the partnership business (or the wind up) must supply a full account of such to the partnership.[1]
- Partners “refrain from dealing” with their partnership in any wat that is counterproductive to its health and goals, nor may they represent a party with such “adverse” interests to the partnership.[2]
- Partners are strictly forbidden from business ventures that compete with their partnership “before the dissolution” of said partnership.[3]
Duty of Care
- A partner maintains conscientious behavior during the partnership’s lifetime (i.e., “the conduct and winding up” of the partnership, therefore refraining from negligent, irresponsible, willfully malicious, or unlawful actions.[4]
Each partner must “discharge the duties” in their partnership agreement and exercise their right in the spirit of good faith.[5]
Liability
Partners are vulnerable to their limited partnership’s liabilities “jointly and severally,” but, in some cases, relief is available through considerations of law or a claimant.[6]
Persons that join an existing partnership have no personal liability “for any partnership obligation” that is in existence before their partnership agreement’s effective date.[7]
A limited liability partnership shields the partners from being “personally liable, directly or indirectly,” from their liabilities but from the obligations gained while their statement of qualification is active.[8]
Partners are responsible for any liabilities assigned to a limited liability partnership “before the partnership became a limited liability partnership” and thus continue to uphold such liabilities after the partnership becomes an LLP.[9]
State Definitions (4)
Partnership means a business entity formed by at least two persons while operating “distinct from its partners.”[10][11]
Foreign limited liability partnership means a partnership that is formed in another state or country and actively registered with the “status of a limited liability partnership under those laws.” [12]
Limited liability partnership means that a domestic partnership registers its limited liability status “under ORS 67.603 (Application for registration)” but does not have such a status in another country or state. [13][14]
Partnership agreement means the explicitly worded agreement made between partners “whether written, oral, or implied” regarding the partnership they jointly own and its amendments. [15]