ORS Chapter 67 — Partnerships; Limited

ORS 67.348. Effect of conversion; entity existence continues; assumed business name. (1) When a conversion to or from a partnership pursuant to ORS 67.342 takes effect: (a) The business entity continues its existence despite the conversion; (b) Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment; (c) All obligations of the converting business entity, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the converted business entity; (d) An action or proceeding pending against the converting business entity or its owners may be continued as if the conversion had not occurred, or the converted business entity may be substituted as a party to the action or proceeding; (e) The ownership interests of each owner that are to be converted into ownership interests or obligations of the converted business entity or any other business entity, or into cash or other property, are converted as provided in the plan of conversion; (f) Liability of an owner for obligations of the business entity, including, without limitation, contractual, tort, statutory and administrative obligations, shall be determined: (A) As to obligations incurred prior to conversion, according to the laws applicable prior to conversion, except as provided in paragraph (g) of this subsection; and (B) As to obligations incurred after conversion, according to the laws applicable after conversion, except as provided in paragraph (h) of this subsection; (g) If the converting business entity is a partnership other than a limited liability partnership and its obligations incurred before the conversion are not satisfied by the converted business entity, the persons who were partners of the converting business entity immediately before the effective date of the conversion shall contribute the amount necessary to satisfy the converting business entitys obligations in the manner provided in ORS 67.315 as if the converting business entity were dissolved; (h) If prior to conversion an owner of a business entity was a partner of a partnership or general partner of a limited partnership or a foreign limited partnership, and was personally liable for the business entitys obligations, and after conversion is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entitys obligations incurred during the 12 months following conversion, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the conversion; and (i) The registrants of an assumed business name that is used as the name of a partnership that is a converting business entity shall file an application to cancel the registration under ORS chapter 648, and the converted business entity, if it intends to continue using the name, shall file an assumed business name registration for the name under ORS chapter 648. (2) Owners of the business entity that converted are entitled to the rights provided in the plan of conversion and: (a) Any partner who did not vote in favor of the conversion is deemed to have dissociated from the partnership effective immediately before the conversion unless, within 60 days after the later of the effective date of the conversion or the date the partner receives notice of the conversion, the partner notifies the partnership of the partners desire not to dissociate. A dissociation under this paragraph is not a wrongful withdrawal; and (b) In the case of owners of business entities other than partnerships, the rights provided in the statutes applicable to the business entity prior to conversion, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owners interest.