justicedao/ipfs_state_laws huggingface dataset:
ORS Chapter 65 — Nonprofit Corporations

ORS 65.992. Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action. (1) An officer, director, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the officer, director, employee or agent: (a) Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entitys shares, assets, liabilities, capital, earnings, accounts or business operations that the officer, director, employee or agent knows is false in any material respect; (b) Making an entry or causing another person to make an entry in the shell entitys books, records, minutes or accounts that the officer, director, employee or agent knows is false in any material respect; or (c) Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in the shell entitys books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the officer, director, employee or agent intends to deceive another person. (2) An officer, director, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS 180.750, makes a false claim and is subject to a civil action as provided in ORS 180.750 to 180.785. [2019 c.174 2] CHAPTER 66 [Reserved for expansion] _______________
ORS Chapter 67 — Partnerships; Limited

ORS 67.010. [1997 c.775 2; renumbered 67.040 in 2013] (Filing Documents)
ORS Chapter 67 — Partnerships; Limited

ORS 67.014. Filing, service, copying and certification fees. The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [Formerly 67.525]
ORS Chapter 67 — Partnerships; Limited

ORS 67.017. Effective time and date of document. (1) Except as provided in subsection (2) of this section, a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified. (2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. [Formerly 67.530]
ORS Chapter 67 — Partnerships; Limited

ORS 67.021. Filing duty of Secretary of State. (1) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of ORS 67.011, the Secretary of State shall file it. (2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, the Secretary of State shall return an acknowledgment of filing to the limited liability partnership or foreign limited liability partnership or its representative. (3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the limited liability partnership or foreign limited liability partnership or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal. (4) The duty of the Secretary of State to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the office of the Secretary of State for filing. The filing of or refusal to file a document by the Secretary of State does not: (a) Affect the validity or invalidity of the document in whole or part; or (b) Relate to the correctness or incorrectness of information contained in the document. (5) The refusal by the Secretary of State to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [Formerly 67.535]
ORS Chapter 67 — Partnerships; Limited

ORS 67.024. Appeal from actions of Secretary of State. (1) If the Secretary of State refuses to file a document delivered to the office of the Secretary of State for filing, the limited liability partnership or foreign limited liability partnership, in addition to any other legal remedy that may be available, shall have the right to appeal from the order pursuant to ORS chapter 183. (2) If the Secretary of State revokes the registration of a limited liability partnership or revokes the authorization of a foreign limited liability partnership, the limited liability partnership or foreign limited liability partnership, in addition to any other legal remedy that may be available, shall have the right to appeal from the order pursuant to ORS chapter 183. [Formerly
ORS Chapter 67 — Partnerships; Limited

ORS 67.027. Evidentiary effect of copy of filed document. (1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of States signature, which may be in facsimile, is conclusive evidence that the document or a facsimile thereof is on file with the office of the Secretary of State. (2) The provisions of ORS 56.110 shall apply to all documents filed pursuant to this chapter. [Formerly 67.545]
ORS Chapter 67 — Partnerships; Limited

ORS 67.030. Certificate of existence or authorization. (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a limited liability partnership or a certificate of authorization for a foreign limited liability partnership. (2) A certificate of existence or authorization when issued means that: (a) The name of the limited liability partnership or the foreign limited liability partnership is registered in this state; (b) The limited liability partnership is duly registered under the laws of this state or the foreign limited liability partnership is authorized to transact business in this state; (c) All fees payable to the Secretary of State under this chapter have been paid, if nonpayment affects the existence or authorization of the limited liability partnership or foreign limited liability partnership; (d) An annual report required by ORS 67.645 has been filed by the Secretary of State within the preceding 14 months; and (e) A cancellation notice under ORS 67.606 or a withdrawal notice under ORS 67.740 has not been filed by the Secretary of State. (3) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited liability partnership or foreign limited liability partnership is registered or is authorized to transact business in this state. [Formerly 67.550] (Secretary of State)
ORS Chapter 67 — Partnerships; Limited

ORS 67.033. Powers. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [Formerly 67.570] PARTNERSHIPS (Generally)
ORS Chapter 67 — Partnerships; Limited

ORS 67.040. Knowledge and notice. (1) A person knows a fact if the person has actual knowledge of it. (2) A person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; or (c) Has reason to know it exists from all the facts known to the person at the time in question. (3) A person notifies or gives notification to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person learns of it. (4) A person receives a notification when the notification: (a) Comes to the persons attention; or (b) Is addressed to the person and is duly delivered at the persons place of business or at any other place held out by the person as a place for receiving communications. (5) Except as provided in subsection (6) of this section, a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individuals attention if the person had exercised reasonable diligence. (6) A partners knowledge, notice or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. [Formerly
ORS Chapter 67 — Partnerships; Limited

ORS 67.042. Effect of partnership agreement; nonwaivable provisions. (1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. (2) The partnership agreement may not: (a) Unreasonably restrict the right of access to books and records under ORS 67.150 (2); (b) Eliminate the duty of loyalty under ORS 67.155 (2) or 67.230 (2)(c), but: (A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not unconscionable; or (B) All the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty; (c) Unreasonably reduce the duty of care under ORS 67.155 (3) or 67.230 (2)(c); (d) Eliminate the obligation of good faith and fair dealing under ORS 67.155 (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not unconscionable; (e) Vary the power to dissociate as a partner under ORS 67.225 (1), except to require the notice under ORS 67.220 (1) to be in writing; (f) Vary the right of a court to expel a partner in the events specified in ORS
ORS Chapter 67 — Partnerships; Limited

ORS 67.044. Supplemental principles of law. (1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in ORS 82.010. [Formerly 67.020]
ORS Chapter 67 — Partnerships; Limited

ORS 67.046. Governing law. (1) Except as otherwise provided in subsections (2) and (3) of this section, the relations among the partners and between the partners and the partnership and the liability of the partners for obligations of the partnership are governed by: (a) The law of the state chosen by the partners to govern if that state bears a reasonable relation to the partners or to the partnership business and affairs; or (b) If the partners do not choose a governing law under paragraph (a) of this subsection, the law of the state in which the partnership has its principal office from which the partnership conducts its business. (2) With respect to a limited liability partnership, the law of this state governs the relations among the partners and between the partners and the partnership, and the liability of the partners for obligations of the limited liability partnership. (3) With respect to a foreign limited liability partnership: (a) The laws of the state or other jurisdiction under which a foreign limited liability partnership is formed governs the internal affairs of the partnership and the relations among the partners and between the partners and the partnership; (b) Except as provided in paragraph (c) of this subsection, the liability of a partner of a foreign limited liability partnership for the obligations of the foreign limited liability partnership arising in this state shall be the same as the liability of a partner of a limited liability partnership under ORS
ORS Chapter 67 — Partnerships; Limited

ORS 67.050. Partnership as entity. (1) A partnership is an entity distinct from its partners. (2) A limited liability partnership continues to be the same entity that existed before the filing of a registration under ORS 67.603 and remains the same entity if its registration ceases.
ORS Chapter 67 — Partnerships; Limited

ORS 67.055. Creation of partnership. (1) Except as otherwise provided in subsection (3) of this section, the association of two or more persons to carry on as co-owners a business for profit creates a partnership, whether or not the persons intend to create a partnership. (2) A partnership may be created under this chapter, a predecessor statute or a comparable law of another jurisdiction. (3) An association or entity created under a law other than the laws described in subsection (2) of this section is not a partnership. (4) In determining whether a partnership is created, the following rules apply: (a) Factors indicating that persons have created a partnership include: (A) Their receipt of or right to receive a share of profits of the business; (B) Their expression of an intent to be partners in the business; (C) Their participation or right to participate in control of the business; (D) Their sharing or agreeing to share losses of the business or liability for claims by third parties against the business; and (E) Their contributing or agreeing to contribute money or property to the business. (b) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself create a partnership, even if the co-owners share profits made by the use of the property. (c) The sharing of gross returns does not by itself create a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived. (d) It is a rebuttable presumption that a person who receives a share of the profits of a business is a partner in the business, unless the profits were received in payment of: (A) A debt by installments or otherwise; (B) Wages or other compensation to an employee or independent contractor; (C) Rent; (D) Amounts owing to a former partner, a beneficiary, representative or designee of a deceased partner or a partner with a disability, or a transferee of a partnership interest; (E) Interest or other charge on a loan, whether or not the amount of payment varies with the profits of the business, and whether or not the loan agreement or instrument includes a direct or indirect present or future ownership interest in collateral or rights to income, proceeds or increase in value derived from collateral; or (F) Consideration for the sale of a business, including goodwill, or other property by installments or otherwise. (e) An agreement to share losses by the owners of a business is not necessary to create a partnership.
ORS Chapter 67 — Partnerships; Limited

ORS 67.060. Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually.
ORS Chapter 67 — Partnerships; Limited

ORS 67.065. When property is partnership property. (1) Property is partnership property if acquired in the name of: (a) The partnership; or (b) One or more partners with an indication in the instrument transferring title to the property of the persons capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership. (2) Property is acquired in the name of the partnership by a transfer to: (a) The partnership in its name; or (b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property. (3) It is a rebuttable presumption that property is partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the persons capacity as a partner or of the existence of a partnership. (4) It is a rebuttable presumption that property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the persons capacity as a partner or of the existence of a partnership and without use of partnership assets, is separate property, even if used for partnership purposes.
ORS Chapter 67 — Partnerships; Limited

ORS 67.070. General powers of partnership. Unless restricted by applicable law, a partnership has the same powers as an individual to do all things necessary or convenient to carry on its business and affairs. [1997 c.775 10] (Relations of Partners to Persons Dealing With Partnership)
ORS Chapter 67 — Partnerships; Limited

ORS 67.090. Partner agent of partnership. (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the name of the partnership, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority. (2) An act of a partner that is not for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership, binds the partnership only if the act was authorized by the other partners.
ORS Chapter 67 — Partnerships; Limited

ORS 67.095. Transfer of partnership property. (1) Partnership property may be transferred as follows: (a) Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the name of the partnership. (b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held. (2) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under ORS 67.090 and: (a) As to a subsequent transferee who gave value for property transferred under subsection (1)(a) and (b) of this section, proves that prior to the transfer to the subsequent transferee, the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or (b) As to a transferee who gave value for property transferred under subsection (1)(c) of this section, proves that prior to the transfer to the transferee, the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership. (3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property. (4) If a person holds all the partners interests in the partnership, all the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
ORS Chapter 67 — Partnerships; Limited

ORS 67.100. Partnership liable for partners actionable conduct. (1) A partnership is liable for loss or injury caused to a person, including a partner, or for a penalty incurred as a result of a wrongful act or omission or other actionable conduct of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (2) If, in the course of the partnerships business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable to such person for the loss.
ORS Chapter 67 — Partnerships; Limited

ORS 67.105. Partners liability. (1) Except as otherwise provided in this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law. (2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the persons admission as a partner. (3)(a) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of indemnification, contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. (b) Notwithstanding paragraph (a) of this subsection, a partner of a limited liability partnership shall continue to be liable for any obligation of the partnership for which the partner was liable before the partnership became a limited liability partnership. (c) Nothing in this subsection shall in any way affect or impair the ability of a partner to be released from any such obligation. This subsection applies to a partners liability notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under ORS 67.600 (3). (4) Notwithstanding subsection (3) of this section, the partners of a limited liability partnership who are professionals shall be personally liable in their capacity as partners to the same extent and in the same manner as provided for shareholders of a domestic professional corporation under ORS 58.185 and 58.187 and as otherwise provided in this chapter.