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

ORS 67.610. Effect of changes in partnership on limited liability partnership status and liability of partners; amendment of application for registration. (1) The status of a partnership as a limited liability partnership is not affected by changes, occurring after the filing of an application for registration, in the information stated in the application. The partnership is not required to amend or correct the application for registration with respect to the changes, but is required to provide accurate information in any annual report that is subsequently filed. (2) The dissolution or winding up of a limited liability partnership does not affect the liability of a partner under ORS 67.105 for any obligation incurred while the partnership was a limited liability partnership. (3) The status of a partnership as a limited liability partnership is not affected by errors in the information stated in an application for registration. The partnership shall correct any errors in the application by amending its registration in accordance with subsection (4) of this section. (4) Consistent with the provisions of this chapter, a limited liability partnership may amend its application for registration at any time. A limited liability partnership amending its application shall deliver the amendment to the office of the Secretary of State for filing. The amendment shall contain: (a) The name of the limited liability partnership; (b) The date of filing of the initial application for registration; (c) The text of each amendment adopted; and (d) The date of adoption of each amendment. (5) An amendment of an application for registration is effective when filed or at a later effective date specified in the amendment.
ORS Chapter 67 — Partnerships; Limited

ORS 67.615. Distributions to partners. (1) A distribution may be made by a limited liability partnership to any partner only if, after giving effect to the distribution, in the judgment of the partners approving the distribution: (a) The partnership would be able to pay its debts as they become due in the ordinary course of business; and (b) The fair value of the total assets of the partnership would equal or exceed its total liabilities. (2) The partners of a limited liability partnership may base a determination that a distribution is not prohibited under subsection (1) of this section either on: (a) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or (b) A fair valuation or other method that is reasonable in the circumstances. (3) For purposes of this section, the amount, if any, by which a liability as to which the recourse of creditors is limited to specific property of the limited liability partnership exceeds the fair value of such specific property shall be disregarded as a liability of the partnership. (4) This section shall not apply to distributions to the partners that are regularly and customarily paid and constitute reasonable compensation for services performed by the partners in the business of the partnership. (5) If a partner receives a distribution in violation of the partnership agreement or this section, the partner is liable to the limited liability partnership for a period of two years after the receipt of such distribution for that portion of the distribution that violates the partnership agreement or this section. [1997 c.775 60] (Name)
ORS Chapter 67 — Partnerships; Limited

ORS 67.625. Limited liability partnership name. (1) The name of the limited liability partnership shall contain the word limited liability partnership or the abbreviation L.L.P. or LLP as the last words or letters of its name. (2) A limited liability partnership name shall not contain the word cooperative, corporation, corp., incorporated, Inc., limited partnership, L.P., LP, Ltd., limited liability company, L.L.C. or LLC or any abbreviation or derivation of any of the terms used in this subsection. (3) A limited liability partnership name shall be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation. (4) A limited liability partnership name shall be distinguishable upon the records of the office of the Secretary of State from any other limited liability partnership name, limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office. (5) Notwithstanding subsection (4) of this section, a limited liability partnership that renders professional service may use as its name all or some of the names of individual present or former partners of the partnership or a predecessor partnership, as permitted by the applicable rules of ethics and by the applicable statutory or regulatory provisions governing the rendering of such professional service. The limited liability partnership name need not satisfy the requirement of subsection (4) of this section if the partnership delivers to the office a certified copy of a final judgment of a court of competent jurisdiction that finds that the partnership has a prior or concurrent right to use the partnership name in this state. (6) A limited liability partnership shall not transact business under an assumed business name unless the assumed business name contains the words or the abbreviation required by subsection (1) of this section and the assumed business name is registered in accordance with ORS chapter 648. (7) A limited liability partnership is not required to register the name of the limited liability partnership as an assumed business name under ORS chapter 648 as long as its status as a limited liability partnership is effective. (8) The name of a partnership that is not a limited liability partnership or a foreign limited liability partnership and the name of any corporation, limited liability company or other form of entity shall not contain the word limited liability partnership or the abbreviation L.L.P. or LLP or any abbreviation or derivation of any of the terms used in this subsection. (9) The provisions of this section do not: (a) Abrogate or limit the law governing unfair competition or unfair trade practices; or (b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1997 c.775 59] (Service of Process)
ORS Chapter 67 — Partnerships; Limited

ORS 67.635. Service of process on limited liability partnership. Service of process shall be made upon a limited liability partnership or a foreign limited liability partnership in the same manner as service is made upon a general partnership under the Oregon Rules of Civil Procedure. [1997 c.775 61] (Annual Report)
ORS Chapter 67 — Partnerships; Limited

ORS 67.655. Grounds for administrative revocation. The Secretary of State may commence a proceeding under ORS 67.660 to administratively revoke the registration of a limited liability partnership if: (1) The limited liability partnership does not pay when due any fees imposed by this chapter; or (2) The limited liability partnership does not deliver its annual report to the Secretary of State when due.
ORS Chapter 67 — Partnerships; Limited

ORS 67.660. Procedure for and effect of administrative revocation. (1) If the Secretary of State determines that one or more grounds exist under ORS 67.655 for revoking the registration of a limited liability partnership, the Secretary of State shall give the limited liability partnership written notice of the determination. (2) If the limited liability partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State within 45 days after notice is given that each ground determined by the Secretary of State does not exist, the Secretary of State shall revoke the registration of the partnership as a limited liability partnership.
ORS Chapter 67 — Partnerships; Limited

ORS 67.665. Reinstatement following administrative revocation. (1) A limited liability partnership for which the Secretary of State has administratively revoked the limited liability partnerships registration as a limited liability partnership may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application must: (a) State the name of the limited liability partnership and the effective date of the administrative revocation of the limited liability partnerships registration as a limited liability partnership; and (b) State that the ground or grounds for revocation either did not exist or have been eliminated. (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the limited liability partnerships name satisfies the requirements of ORS 67.625, the Secretary of State shall reinstate the registration of the limited liability partnership. (3) When effective, the reinstatement relates back to and takes effect as of the effective date of the administrative revocation and the partnerships status as a limited liability partnership continues as if the administrative revocation had never occurred. (4) The Secretary of State may waive the requirement under subsection (1) of this section that the limited liability partnership apply for reinstatement within five years after the date of administrative revocation if the limited liability partnership requests the waiver and provides evidence of the limited liability partnerships continued existence as an active concern during the period of administrative revocation.
ORS Chapter 67 — Partnerships; Limited

ORS 67.670. Appeal from denial of reinstatement. (1) If the Secretary of State denies a limited liability partnerships application for reinstatement following administrative revocation of its registration as a limited liability partnership, the Secretary of State shall give written notice to the limited liability partnership that explains the reason or reasons for denial. (2) The limited liability partnership may appeal the denial of reinstatement pursuant to the provisions of ORS chapter 183. [1997 c.775 66] (Interstate Application)
ORS Chapter 67 — Partnerships; Limited

ORS 67.680. Interstate application. (1) A partnership, including a limited liability partnership, created pursuant to an agreement governed by the laws of this state, may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States or in any foreign country. (2) It is the intent of the Legislative Assembly that the legal existence of limited liability partnerships governed by the laws of this state that are registered under ORS 67.603 be recognized outside the boundaries of this state and that the laws of this state governing such limited liability partnerships transacting business outside this state be granted the protection of full faith and credit under the Constitution of the United States. [1997 c.775 67] FOREIGN LIMITED LIABILITY PARTNERSHIPS (Authority to Transact Business)
ORS Chapter 67 — Partnerships; Limited

ORS 67.700. Authority to transact business. (1) A foreign limited liability partnership may not transact business in this state until it has been authorized to do so by the Secretary of State. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending or settling any proceeding; (b) Holding meetings of the partners or carrying on other activities concerning the internal affairs of the partnership; (c) Maintaining bank accounts; (d) Selling through independent contractors; (e) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (f) Creating or acquiring indebtedness, mortgages and security interests in real or personal property; (g) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts; (h) Owning, without more, real or personal property; (i) Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature; or (j) Transacting business in interstate commerce. (3) The list of activities in subsection (2) of this section is not exhaustive.
ORS Chapter 67 — Partnerships; Limited

ORS 67.705. Consequences of transacting business without authority. (1) A foreign limited liability partnership transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state. (2) The successor to a foreign limited liability partnership that transacted business in this state without authority to transact business in this state and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign limited liability partnership or its successor obtains authorization from the Secretary of State to transact business in this state. (3) A court may stay a proceeding commenced by a foreign limited liability partnership or its successor or assignee until it determines whether the foreign limited liability partnership or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign limited liability partnership or its successor obtains the authorization. (4) A foreign limited liability partnership that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon the foreign limited liability partnership had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter. (5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign limited liability partnership to obtain authority to transact business in this state does not: (a) Impair the validity of its acts or prevent it from defending any proceeding in this state; or (b) Result in a waiver of limitations on personal liability of the partners of the foreign limited liability partnership.
ORS Chapter 67 — Partnerships; Limited

ORS 67.710. Application for authority to transact business; effective date of authorization. (1) A foreign limited liability partnership may apply for authority to transact business in this state by delivering an application for authorization to the office of the Secretary of State for filing. The application must set forth: (a) The name of the foreign limited liability partnership or, if the name the foreign limited liability partnership uses is unavailable for filing in this state, another name that satisfies the requirements of ORS 67.730; (b) The name of the state or country under whose law the foreign limited liability partnership is registered and the date of registration; (c) The foreign limited liability partnerships registry number in the state or country under the laws of which the foreign limited liability partnership is registered; (d) The address, including street and number, and mailing address, if different, of the foreign limited liability partnerships principal office; (e) A mailing address to which notices required by this chapter may be mailed; (f) A brief statement describing the primary business activity of the foreign limited liability partnership; and (g) The names and addresses of at least two partners of the foreign limited liability partnership. (2)(a) Except as provided in paragraph (b) of this subsection, the foreign limited liability partnership shall deliver with the completed application a certificate of existence, or a document of similar import, current within 60 days of delivery and authenticated by the official having custody of limited liability partnership records in the state or country under whose law the foreign limited liability partnership is registered. (b) A foreign limited liability partnership need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of limited liability partnership records in the state or country under whose law the foreign limited liability partnership is registered provides free access via the Internet to a searchable database that contains evidence of limited liability partnership registrations. (3) The foreign limited liability partnership is authorized by the Secretary of State to transact business in this state upon the filing of the application for authorization, or if applicable, upon the delayed effective time and date set forth in the application for authorization in accordance with ORS 67.017, and the payment of the required fee. The authorization shall remain effective until the authorization is voluntarily withdrawn pursuant to ORS 67.740 or the authorization is revoked pursuant to ORS 67.755.
ORS Chapter 67 — Partnerships; Limited

ORS 67.715. Amendment to application for authority. (1) A foreign limited liability partnership authorized to transact business in this state shall deliver an amendment to its application for authorization to the office of the Secretary of State for filing if it changes: (a) Its name as shown on the records of the office of the Secretary of State; or (b) The address of its principal office. (2) The amendment to the application for authorization shall set forth its name shown on the records of the office of the Secretary of State and the text of each amendment. The name as changed must satisfy the requirements of ORS
ORS Chapter 67 — Partnerships; Limited

ORS 67.720. Limitations applicable to foreign limited liability partnerships. (1) Except as provided in subsection (2) of this section, a foreign limited liability partnership may not be denied authorization to transact business in this state by the Secretary of State by reason of any difference between the laws of this state and the laws of the state or other jurisdiction under which the foreign limited liability partnership is registered. (2) Notwithstanding subsection (1) of this section, a foreign limited liability partnership shall not be authorized or permitted to exercise any powers or purposes or conduct any business or affairs in this state that a limited liability partnership is proscribed from exercising, pursuing or undertaking in this state. [1997 c.775 72] (Name)
ORS Chapter 67 — Partnerships; Limited

ORS 67.730. Name of foreign limited liability partnership. (1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign limited liability partnership to transact business in this state if the name of the foreign limited liability partnership does not conform to ORS 67.625. (2) The name of the foreign limited liability partnership must contain the words or the abbreviation required by ORS 67.625 unless the name contains some other word, phrase or abbreviation that the laws of the state or country under whose laws the foreign limited liability partnership is registered require to denote a limited liability partnership. A foreign limited liability partnership shall not transact business in this state under an assumed business name unless the assumed business name contains the words or the abbreviation required by ORS
ORS Chapter 67 — Partnerships; Limited

ORS 67.740. Withdrawal of foreign limited liability partnership. (1) A foreign limited liability partnership authorized to transact business in this state may withdraw from transacting business in this state by applying to the office of the Secretary of State for withdrawal. The application shall set forth: (a) The name of the foreign limited liability partnership and the name of the state or country under whose law it is registered; and (b) A commitment to notify the Secretary of State for a period of five years from the date of withdrawal of any change in its mailing address. (2) A withdrawal notice terminates the active status of the partnership as a foreign limited liability partnership as of the date of filing the notice or a later date specified in the notice. [1997 c.775 74] (Revocation)
ORS Chapter 67 — Partnerships; Limited

ORS 67.750. Grounds for revocation. The Secretary of State may commence a proceeding under ORS 67.755 to revoke the authority of a foreign limited liability partnership to transact business in this state if: (1) The foreign limited liability partnership does not deliver its annual report to the office of the Secretary of State within the time prescribed by this chapter; or (2) The foreign limited liability partnership does not pay within the time prescribed by this chapter any fees imposed by this chapter.
ORS Chapter 67 — Partnerships; Limited

ORS 67.755. Procedure for and effect of revocation. (1) If the Secretary of State determines that one or more grounds exist under ORS 67.750 for revocation of authority of a foreign limited liability partnership to transact business in this state, the Secretary of State shall give the foreign limited liability partnership written notice of the determination. (2) If the foreign limited liability partnership does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 45 days after notice is given, the Secretary of State shall revoke the authority of the foreign limited liability partnership. (3) The authority of a foreign limited liability partnership to transact business in this state ceases as of the date of revocation of its authority to transact business in this state. (4) The Secretary of States revocation of a foreign limited liability partnerships authority to transact business in this state appoints the Secretary of State as the foreign limited liability partnerships agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability partnership was authorized to transact business in this state.
ORS Chapter 67 — Partnerships; Limited

ORS 67.760. Appeal from revocation. In addition to any other legal remedy which may be available, a foreign limited liability partnership shall have the right to appeal the Secretary of States revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183.
ORS Chapter 67 — Partnerships; Limited

ORS 67.765. Reinstatement of authority. (1) A foreign limited liability partnership which has had its authority revoked under ORS 67.755 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall: (a) State the name of the foreign limited liability partnership and the effective date its authority was revoked; and (b) State that the ground or grounds for revocation of authority either did not exist or have been eliminated. (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the foreign limited liability partnerships name satisfies the requirements of ORS 67.730, the Secretary of State shall reinstate the authority. (3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the revocation of authority and the foreign limited liability partnership resumes carrying on its business as if the revocation of authority had never occurred.