justicedao/ipfs_state_laws huggingface dataset:
ORS Chapter 67 — Partnerships; Limited

ORS 67.295. Partnership continues after dissolution. (1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (2) At any time after the dissolution of a partnership and before the winding up of its business is completed, all the partners, excluding any dissociated partner, may waive the right to have the partnerships business wound up and the partnership terminated. In that event: (a) The partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (b) The rights of a third party accruing under ORS 67.305 (1) or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected.
ORS Chapter 67 — Partnerships; Limited

ORS 67.300. Right to wind up partnership business. (1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnerships business, but on application of any partner, partners legal representative or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up. (2) The legal representative of the last surviving partner may wind up a partnerships business. (3) A person winding up a partnerships business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnerships business, dispose of and transfer the partnerships property, discharge the partnerships liabilities, distribute the assets of the partnership pursuant to ORS 67.315, settle disputes by mediation, arbitration or otherwise, and perform other necessary acts.
ORS Chapter 67 — Partnerships; Limited

ORS 67.305. Partners power to bind partnership after dissolution. A partnership is bound by a partners act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under ORS 67.090 before dissolution, if: (a) The other party to the transaction did not have notice of the dissolution; and (b) The dissolution had not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business is regularly carried on.
ORS Chapter 67 — Partnerships; Limited

ORS 67.310. Partners liability to other partners after dissolution. (1) Except as otherwise provided in subsection (2) of this section and ORS 67.105, after dissolution a partner is liable to the other partners for the partners share of any partnership liability incurred under ORS 67.305. (2) A partner who, with knowledge of the dissolution, incurs a partnership liability under ORS 67.305 (2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
ORS Chapter 67 — Partnerships; Limited

ORS 67.315. Settlement of accounts and contributions among partners. (1) In winding up a partnerships business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2) of this section. (2) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partners account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partners account, but excluding from the calculation of such excess, charges attributable to an obligation for which the partner is not personally liable under ORS 67.105. (3) If a partner fails to contribute the full amount the partner is personally obligated to contribute under subsection (2) of this section, all the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under ORS 67.105. A partner or partners legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partners share of the partnership obligations for which the partner is personally liable under ORS 67.105. (4) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement for which the partner is personally liable under ORS 67.105. (5) The estate of a deceased partner is liable for the partners obligation to contribute to the partnership. (6) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partners obligation to contribute to the partnership. [1997 c.775 39] (Conversions and Mergers)
ORS Chapter 67 — Partnerships; Limited

ORS 67.340. Definitions for ORS 67.340 to 67.365. As used in ORS 67.340 to 67.365: (1) Business entity means: (a) Any of the following for-profit entities: (A) A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; (B) A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction; (C) A limited liability company organized under ORS chapter 63 or comparable law of another jurisdiction; (D) A partnership organized in Oregon after January 1, 1998, or that is registered as a limited liability partnership, or that has elected to be governed by this chapter, and a partnership governed by law of another jurisdiction that expressly provides for conversions and mergers; and (E) A limited partnership organized under ORS chapter 70, predecessor law or comparable law of another jurisdiction; and (b) A cooperative organized under ORS chapter 62, predecessor law or comparable law of another jurisdiction. (2) General partner means a partner in a partnership and a general partner in a limited partnership. (3) Limited partner means a limited partner in a limited partnership. (4) Limited partnership means a limited partnership created under ORS chapter 70, predecessor law or comparable law of another jurisdiction. (5) Organizational document means the following for an Oregon business entity or, for a foreign business entity, a document equivalent to the following: (a) In the case of a corporation, professional corporation or cooperative, articles of incorporation; (b) In the case of a limited liability company, articles of organization; (c) In the case of a partnership, a partnership agreement and, for a limited liability partnership, its registration; and (d) In the case of a limited partnership, a certificate of limited partnership. (6) Owner means a: (a) Shareholder of a corporation or of a professional corporation; (b) Member or shareholder of a cooperative; (c) Member of a limited liability company; (d) Partner of a partnership; and (e) Partner of a limited partnership. (7) Partner includes both a general partner and a limited partner.
ORS Chapter 67 — Partnerships; Limited

ORS 67.342. Conversion. (1)(a) A business entity may be converted to a partnership organized under this chapter. (b) A partnership organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. (c) A business entity may perform a conversion described in paragraph (a) or (b) of this subsection by approving a plan of conversion and filing articles of conversion. (2) A partnership organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if: (a) The laws of the other jurisdiction permit the conversion; (b) The converting partnership approves a plan of conversion; (c) Articles of conversion are filed in this state; (d)(A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the business entity converted unless the converted business entity does not intend to continue to transact business in this state; and (B) The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and (e) The partnership complies with any requirements that the laws of the other jurisdiction impose with respect to the conversion. (3) The plan of conversion must set forth: (a) The name and type of the business entity prior to conversion; (b) The name and type of the business entity after conversion; (c) A summary of the material terms and conditions of the conversion; (d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the converted business entity or any other business entity, or into cash or other property in whole or in part; and (e) If the business entity after conversion is not a partnership, any additional information that the statutes that govern converted business entities of the type into which the business entity converted require in the organizational document of the converted business entity. (4) The plan of conversion may set forth other provisions relating to the conversion.
ORS Chapter 67 — Partnerships; Limited

ORS 67.344. Action on plan of conversion. (1) A plan of conversion shall be approved by each business entity that is a party to the conversion, as follows: (a) In the case of a partnership, by all of the partners, unless a lesser vote is provided in the partnership agreement; and (b) In the case of a business entity other than a partnership, as provided by the statutes governing that business entity. (2) After a conversion is approved, and at any time before articles of conversion are filed, the planned conversion may be abandoned, subject to any contractual rights: (a) By a partnership that planned to convert to another business entity, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, by a vote of the partners; and (b) By a business entity other than a partnership that planned to convert to a partnership, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner permitted by the statutes governing that business entity.
ORS Chapter 67 — Partnerships; Limited

ORS 67.346. Articles and plan of conversion. (1) After the owners approve a conversion, the converting business entity shall: (a) File articles of conversion that state the name and type of business entity that existed before conversion, the name and type of business entity that will exist after conversion and the names and addresses of at least two partners; and (b) File a plan of conversion or, in lieu of a plan of conversion, a written declaration that: (A) Identifies an address for an office of the converted entity where the plan of conversion is on file; and (B) States that the converted entity will provide any owner with a copy of the plan of conversion upon request and at no cost. (2) The conversion takes effect at the later of the date and time determined in accordance with ORS 67.017 or the date and time determined under the statutes that govern the business entity that is not a partnership.
ORS Chapter 67 — Partnerships; Limited

ORS 67.360. Merger. (1) One or more business entities may merge into a partnership organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A partnership organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction if: (a) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity; (b) A plan of merger is approved by each business entity that is a party to the merger; (c) Articles of merger are filed in this state; and (d) The partnership complies with all requirements imposed under the laws of this state and, if applicable, the laws of the other jurisdiction with respect to the merger. (2) The plan of merger shall set forth: (a) The name and type of each business entity planning to merge; (b) The name and type of the business entity that will survive; (c) A summary of the material terms and conditions of the merger; (d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property in whole or in part; and (e) If any party is a business entity other than a partnership, any additional information required for a merger by the statutes governing that business entity. (3) The plan of merger may set forth: (a) Amendments to the partnership agreement of a partnership and, if applicable, its registration as a limited liability partnership if the partnership is the surviving business entity; and (b) Other provisions relating to the merger.
ORS Chapter 67 — Partnerships; Limited

ORS 67.362. Action on plan of merger. (1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows: (a) In the case of a partnership, by unanimous vote of the partners, or by the number or percentage specified for merger in its partnership agreement; and (b) In the case of a business entity other than a partnership, as provided by the statutes governing that business entity. (2) After a merger is authorized, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights: (a) By the partnership, without further action by the partners, in accordance with the procedure set forth in the plan of merger or the partnership agreement; and (b) By a party to the merger that is not a partnership, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity.
ORS Chapter 67 — Partnerships; Limited

ORS 67.364. Articles and plan of merger. (1) After each business entity that is a party to a merger has approved a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State for filing: (a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger, except that no filing is required if all of the parties to the merger are partnerships that have not registered as limited liability partnerships; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and (B) States that the surviving entity will provide any owner of any constituent entity with a copy of the plan of merger upon request and at no cost; and (c) A written declaration that states that each business entity that is a party to the merger duly authorized and approved the plan of merger in accordance with ORS 67.360. (2) The merger takes effect on the later of the date and time determined in accordance with ORS 67.017 or the date and time determined under the statutes that govern any party to the merger that is a business entity other than a partnership.
ORS Chapter 67 — Partnerships; Limited

ORS 67.365. Effect of merger. (1) When a merger involving a partnership takes effect: (a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases; (b) The title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment; (c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity; (d) An action or proceeding pending against each of the business entities or its owners that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding; (e) If a partnership is the surviving business entity, its partnership agreement is amended to the extent provided in the plan of merger; (f) The shares or other ownership interests of each partner or other owner that are to be converted into shares or other ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property, are converted as provided in the plan of merger; (g) Liability of an owner for obligations of a business entity, including, without limitation, contractual, tort, statutory and administrative obligations, shall be determined: (A) As to obligations incurred prior to merger, according to the laws applicable prior to merger, except as provided in paragraph (h) of this subsection; and (B) As to obligations incurred after merger, according to the laws applicable after merger, except as provided in paragraph (i) of this subsection; (h) If a party to the merger is a partnership other than a limited liability partnership and its obligations incurred before the merger are not satisfied by the surviving business entity, the persons who were partners of the merging partnership immediately before the effective date of the merger shall contribute the amount necessary to satisfy the merging business entitys obligation to the surviving business entity in the manner provided in ORS
ORS Chapter 67 — Partnerships; Limited

ORS 67.500. (Registration)
ORS Chapter 67 — Partnerships; Limited

ORS 67.595. [1997 c.775 57; renumbered 67.606 in 2013] LIMITED LIABILITY PARTNERSHIPS (Generally)
ORS Chapter 67 — Partnerships; Limited

ORS 67.600. delivering an application for registration to the office of the Secretary of State for filing. (2) The application for registration shall set forth the following information: (a) The name of the partnership; (b) The address, including street and number, and mailing address, if different, of the principal office from which the partnership conducts its business; (c) A mailing address to which notices as required by this chapter may be mailed until an address has been designated by the limited liability partnership in its annual report; (d) A brief statement describing the primary business activity of the partnership and, for a partnership rendering a professional service or services, the professional service or services to be rendered through the partnership; (e) A representation by the partner or partners executing the application for registration that the application for registration has been approved by a vote of the partners as required by ORS 67.600 (3); and (f) The names and addresses of at least two partners of the partnership. (3) The application for registration may set forth any other provisions, not inconsistent with law, that the partnership may decide to include in the application. (4) The filing of an application for registration establishes that the partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. (5) The status of the partnership as a limited liability partnership is effective upon filing of the application for registration or, if applicable, upon the delayed effective time and date set forth in the application for registration in accordance with ORS 67.017, and the payment of the required fee. The status remains effective, regardless of changes in the partnership, until the registration is voluntarily canceled pursuant to ORS 67.606 or the registration is revoked pursuant to ORS 67.660. The cancellation or revocation of the registration shall not affect the personal liability of any partner with respect to any obligations of the limited liability partnership that are incurred by the limited liability partnership prior to the effective date of the cancellation or revocation of the registration. (6) A partnership that is a limited liability partnership on January 1, 1998, shall not be required to file a new registration by reason of this chapter to continue its status as a limited liability partnership. [Formerly 67.590]
ORS Chapter 67 — Partnerships; Limited

ORS 67.603. Application for registration; effective date; fee; duration of status as limited liability partnership. (1) After the approval required by ORS
ORS Chapter 67 — Partnerships; Limited

ORS 67.606. Cancellation of registration; effect. (1) A registration of a limited liability partnership may be canceled by delivering to the office of the Secretary of State for filing a written cancellation notice. (2) The cancellation notice shall contain: (a) The name of the limited liability partnership; (b) The date of filing of the initial application for registration; (c) A statement that the registration of the partnership as a limited liability partnership is being canceled; and (d) A representation by the partner or partners executing the cancellation notice that the cancellation has been approved by a vote of the partners as required by ORS 67.600 (3). (3) A cancellation notice terminates the status of the partnership as a limited liability partnership as of the date of filing the cancellation notice or a later effective date specified in the cancellation notice. [Formerly 67.595] (Partnership Powers)