ORS Chapter 67 — Partnerships; Limited

ORS 67.220. Events causing partners dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnerships having notice of the partners express will to withdraw as a partner or on a later date specified by the partner; (2) An event agreed to in the partnership agreement as causing the partners dissociation; (3) The partners expulsion pursuant to the partnership agreement; (4) The partners expulsion by the unanimous vote of the other partners if: (a) It is unlawful to carry on the partnership business with that partner; (b) There has been a transfer of all or substantially all of that partners transferable interest in the partnership, other than a transfer for security purposes that has not been foreclosed or a court order charging the partners interest that has not been foreclosed; (c) Within 90 days after the partnership notifies a corporation that is a partner that it will be expelled because it has filed articles of dissolution or the equivalent, has been administratively dissolved or has had its right to conduct business suspended by the jurisdiction of its incorporation, there is no revocation of the articles of dissolution or the administrative dissolution or no reinstatement of its right to conduct business; (d) Within 90 days after the partnership notifies a limited liability company that is a partner that it will be expelled because it has filed articles of dissolution or the equivalent, has been administratively dissolved or has had its right to conduct business suspended by the jurisdiction of its organization, there is no revocation of the articles of dissolution or the administrative dissolution or no reinstatement of its right to conduct business; (e) Within 90 days after the partnership notifies a limited partnership that is a partner that it will be expelled because it has filed a certificate of cancellation or the equivalent, has been administratively inactivated or has had its right to conduct business suspended by the jurisdiction of its organization, there is no revocation of the certificate of cancellation or the administrative inactivation or no reinstatement of its right to conduct business; or (f) A partnership that is a partner has been dissolved and its business is being wound up; (5) On application by the partnership or another partner, the partners expulsion by judicial determination because: (a) The partner engaged in wrongful conduct that adversely and materially affected the partnership business; (b) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under ORS 67.155; or (c) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner; (6) The partner is: (a) Becoming a debtor in bankruptcy; (b) Executing an assignment for the benefit of creditors; (c) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of that partner or of all or substantially all of that partners property; or (d) Failing, within 90 days after the appointment, to have vacated or stayed the appointment of a trustee, receiver or liquidator of the partner or of all or substantially all of the partners property obtained without the partners consent or acquiescence, or failing within 90 days after the expiration of a stay to have the appointment vacated; (7) In the case of a partner who is an individual: (a) The partners death; (b) The appointment of a guardian or general conservator for the partner; or (c) A judicial determination that the partner has otherwise become incapable of performing the partners duties under the partnership agreement; (8) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trusts entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee; (9) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estates entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or (10) Termination of the existence of a partner who is not an individual, partnership, limited partnership, limited liability company, corporation, trust or estate.