Domestic Limited Partnership Formation Filing in Oregon

At a glance

Requirements one by one

Certificate, agreement, and general partners

Or. Rev. Stat. § 70.075(1) requires an executed certificate submitted to the Secretary of State. It states the LP name; records-office address; agent name and street address; a notice mailing address; every general partner's name and business address; the latest dissolution date; and any additional identifying information required by rule. Section 70.090(1)(a) requires all named general partners to sign the original. Section 70.005(17) defines the partnership agreement as written or oral, but § 70.075(2) makes the substantially compliant filed certificate the formation event.

Name and offices

Or. Rev. Stat. § 70.010(1)(a) requires the name to contain the unabbreviated words “limited partnership.” Subsection (1)(c) requires distinguishability on Secretary of State records, with a narrow exception for a certified final court judgment or order finding prior or concurrent naming rights. The records office in § 70.020 is distinct from the registered office under § 70.025(1). The records-office rule now permits a commercial mail receiving agency only where it shares the records office's physical street address, while the registered office must be a physical service address and cannot be a mail receiving agency, forwarding business, or virtual office.

Filing, fee, and effect

Or. Rev. Stat. § 70.100(1) calls for one original certificate and a filing acknowledgment. Section 70.090(2) allows an attorney in fact to sign, and § 70.100(1) does not require an agent or fiduciary signer to exhibit proof of authority as a filing prerequisite. Section 56.140(1)(f) sets the nonrefundable initial fee at $100. Formation occurs when the Secretary files the certificate or at the certificate's stated later time, subject to substantial compliance (§ 70.075(2)). Section 70.110 makes the filing notice of LP status and the named general partners' status, but no other fact.

Publication and follow-up

After the acknowledgment returns, Or. Rev. Stat. § 70.115 requires general partners to promptly deliver or mail the certificate copy to each limited partner unless the agreement provides otherwise. The formation and filing path in §§ 70.075, 70.100, and 70.115 states no newspaper-publication or newspaper-proof step.

What trips people up

A copy goes to limited partners after filing. Or. Rev. Stat. § 70.115 ties this duty to the Secretary's acknowledgment and permits the agreement to provide otherwise. It is a partner-delivery rule, not newspaper publication.

The certificate states the latest dissolution date. Or. Rev. Stat. § 70.075(1)(e) expressly requires it along with the mailing and general-partner addresses. Filing is notice of LP and named GP status only under § 70.110.

Common questions

May an attorney sign the certificate? Yes. Or. Rev. Stat. § 70.090(2) allows an attorney in fact to sign; a power of attorney for admitting a general partner must specifically describe that admission.

Does filing alone prove all certificate statements true? No. Or. Rev. Stat. § 70.110 limits statutory notice to LP status and the named general partners, while § 70.090(3) makes a general partner's signature an affirmation under the false-swearing or perjury rules.

Statutes and sources

• Or. Rev. Stat. § 70.005(15), (17): Current official Oregon statutes (accessed 2026-09-23).
• Or. Rev. Stat. § 70.010(1)(a), (c): Current official Oregon statutes (accessed 2026-09-23).
• Or. Rev. Stat. § 70.020: Current official Oregon statutes (accessed 2026-09-23).
• Or. Rev. Stat. § 70.025(1): Current official Oregon statutes (accessed 2026-09-23).
• Or. Rev. Stat. § 70.075(1)-(2): Current official Oregon statutes (accessed 2026-09-23).
• Or. Rev. Stat. § 70.090(1)-(3): Current official Oregon statutes (accessed 2026-09-23).
• Or. Rev. Stat. § 70.100(1): Current official Oregon statutes (accessed 2026-09-23).
• Or. Rev. Stat. § 70.110: Current official Oregon statutes (accessed 2026-09-23).
• Or. Rev. Stat. § 70.115: Current official Oregon statutes (accessed 2026-09-23).
• Or. Rev. Stat. § 56.140(1)(f): Current official Oregon statutes (accessed 2026-09-23).