General Partnership
A general partnership is an association of two or more persons doing business. All partners are personally liable for the obligations of the partnership.

A general partnership does not have to be registered with Business Registry unless it uses an assumed business name. If the name of each general partner is not conspicuously disclosed to the public, the business name must be registered with Business Registry. The registration allows the public to identify who is transacting business under that business name. See assumed business name registration.

General partnerships are governed by Oregon Revised Statutes (ORS) Chapter 68.

Limited Partnership
A limited partnership consists of at least one general partner and one limited partner. The general partners control the business and are liable for debts and obligations of the partnership. A limited partner is similar to a shareholder in a corporation because that person's liability is generally limited to the amount of contribution to the partnership.

A limited partnership must have a registered agent in Oregon whose street address is the registered office. When a limited partnership is sued, the legal papers are served on the registered agent. Thus, it is necessary that the registered office have a street address. A registered agent can be an individual or legal entity.

Limited partnerships organized under Oregon statute are "domestic" limited partnerships. Those formed under the laws of other states, but transacting business in Oregon, are "foreign" limited partnerships.

Domestic Limited Partnership
To form a domestic limited partnership, a certificate of limited partnership and a non-refundable $50 processing fee must be submitted to Business Registry. Before a certificate of limited partnership is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. In addition, the name of the limited partnership must contain the words "limited partnership" without abbreviation. If the name is distinguishable and the certificate conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.

Foreign Limited Partnership
A foreign limited partnership must obtain authority from Business Registry to transact business in Oregon. An application for registration, including the name and address of its Oregon registered agent and a non-refundable $50 processing fee must be submitted to Business Registry. A certificate of existence or similar document from the jurisdiction of organization must be submitted with the application form. The certificate or similar document must be dated within 60 days of the date of the application. Before a foreign limited partnership is filed, the name is checked for availability. The name must be distinguishable from other active names on Business Registry records. If the name is distinguishable and the application conforms to Oregon statute, Business Registry processes the document and returns an acknowledgment to the customer.

Domestic and foreign limited partnerships are regulated by the Uniform Limited Partnership Act, ORS Chapter 70. You may get available forms at http://www.filinginoregon.com/forms.

Annual Report:
Annual Reporting requirements.

Additional resources on this topic:
http://www.businesslaw.gov	http://www.oregon.gov	http://www.filinginoregon.com

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