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

ORS 67.110. Actions by and against partnership and partners. (1) A partnership may sue and be sued in the name of the partnership. (2) An action may be brought against the partnership and, to the extent not inconsistent with ORS 67.105, any or all of the partners in the same action or in separate actions. (3) A judgment against a partnership is not by itself a judgment against a partner. (4) Except as provided by subsection (5) of this section, a creditor may proceed against one or more partners or their property to satisfy a judgment based on a claim that could have been successfully asserted against the partnership only if: (a) The partner is personally liable for the claim under ORS 67.105; (b) A judgment is also obtained against the partner; and (c) A judgment based on the same claim is obtained against the partnership that: (A) Has not been reversed or vacated; and (B) Remains unsatisfied for 90 days after: (i) The date of entry of the judgment; or (ii) The date of expiration or termination of the stay, if the judgment is contested by appropriate proceedings and execution on the judgment has been stayed. (5) Subsection (4) of this section does not prohibit a creditor from proceeding directly against one or more partners who are personally liable for the claim under ORS 67.105 or against their property without first seeking satisfaction from partnership property if: (a) The partnership is a debtor in bankruptcy; (b) The creditor and the partnership agreed that the creditor is not required to comply with subsection (4) of this section; (c) A court orders otherwise, based on a finding that partnership property subject to execution within the state is clearly insufficient to satisfy the judgment or that compliance with subsection (4) of this section is excessively burdensome; or (d) Liability is imposed on the partner by law or contract independently of the persons status as a partner.
ORS Chapter 67 — Partnerships; Limited

ORS 67.115. Liability of purported partner. (1) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made if that person relying on the false representation enters into a transaction with the actual or purported partnership. If the false representation is made in a public manner, the purported partner is liable to a person who relies upon it even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation. (2) A person falsely represented to be a partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable. (3) Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners to each other are not liable as partners to other persons. [1997 c.775 16] (Relations of Partners to Each Other and to Partnership)
ORS Chapter 67 — Partnerships; Limited

ORS 67.140. Partners rights and duties. (1) Each partner is deemed to have an account that is: (a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partners share of the partnership profits; and (b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partners share of the partnership losses. (2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partners share of the profits. (3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property. (4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute. (5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance. (6) Except as otherwise provided in subsection (5) of this section, a partner shall not receive interest on the amount of capital contributed to the partnership. (7) Each partner has equal rights in the management and conduct of the partnership business. (8) A partner may use or possess partnership property only on behalf of the partnership. (9) A partner is not entitled to remuneration for services performed for the partnership except for reasonable compensation for services rendered in winding up the business of the partnership. (10) A person may become a partner only with the consent of all the partners. (11) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners. (12) A written partnership agreement may establish classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights, and may provide for the future creation of additional classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights. The rights, powers or duties of a class or group of partners may be senior to those of one or more existing classes or groups of partners. (13) This section does not affect the obligations of a partnership to other persons under ORS 67.090.
ORS Chapter 67 — Partnerships; Limited

ORS 67.145. Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind.
ORS Chapter 67 — Partnerships; Limited

ORS 67.150. Partners rights and duties with respect to information. (1) A partnership shall keep its books and records, if any, at its principal office from which the partnership conducts its business. (2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge covering the costs of labor and material for copies of documents furnished. (3) Each partner, to the extent of the partners knowledge or possession of information, and the partnership shall furnish to a partner and to the legal representative of a deceased partner or partner under legal disability: (a) Without demand, any information concerning the partnerships business and affairs reasonably required for the proper exercise of the partners rights and duties under the partnership agreement or under this chapter; and (b) On demand, any other information concerning the partnerships business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
ORS Chapter 67 — Partnerships; Limited

ORS 67.155. General standards of partners conduct. (1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section. (2) A partners duty of loyalty to the partnership and the other partners includes the following: (a) To account to the partnership and hold for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity; (b) Except as provided in subsections (5) and (6) of this section, to refrain from dealing with the partnership in a manner adverse to the partnership and to refrain from representing a person with an interest adverse to the partnership, in the conduct or winding up of the partnership business; and (c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership. (3) A partners duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law. (4) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistent with the obligation of good faith and fair dealing. (5) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partners conduct furthers the partners own interest. (6) A partner may lend money to or transact other business with the partnership, provided that any loan or transaction between a partner and the partnership must be: (a) Fair to the partnership; (b) Authorized by the partnership agreement; or (c) Authorized or ratified by a majority of the disinterested partners or by a number or percentage of partners specified in the partnership agreement, after full disclosure of all material facts. (7) Loans and other transactions between the partnership and a partner are binding on the parties in the same manner as transactions between the partnership and persons who are not partners, subject to other applicable law. (8) This section also applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
ORS Chapter 67 — Partnerships; Limited

ORS 67.160. Actions by partnership and partners. (1) A partner is liable to a partnership and the other partners for a breach of the partnership agreement or for a violation of a duty to the partnership or the other partners under this chapter. (2) A partnership may maintain an action against a partner for a breach of the partnership agreement or for the violation of a duty to the partnership. (3) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to: (a) Enforce the partners rights under the partnership agreement; (b) Enforce the partners rights under this chapter, including: (A) The partners rights under ORS 67.140, 67.150 or 67.155; (B) The partners right on dissociation to have the partners interest in the partnership purchased pursuant to ORS 67.250 or enforce any other right under ORS 67.220 to 67.265; or (C) The partners right to compel a dissolution and winding up of the partnership business under ORS 67.290 or enforce any other right under ORS 67.290 to
ORS Chapter 67 — Partnerships; Limited

ORS 67.165. Continuation of partnership beyond definite term or particular undertaking. (1) If a partnership for a definite term or particular undertaking is continued without an express agreement after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion so far as is consistent with a partnership at will. (2) If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership and all partners have notice of such continuation, there is a rebuttable presumption that the partners have agreed that the partnership will continue. [1997 c.775 22] (Transferees and Creditors of Partner)
ORS Chapter 67 — Partnerships; Limited

ORS 67.190. Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred either voluntarily or involuntarily.
ORS Chapter 67 — Partnerships; Limited

ORS 67.195. Partners transferable interest in partnership. The only transferable interest of a partner in the partnership is the partners share of the profits and losses of the partnership and the partners right to receive distributions. The interest is personal property.
ORS Chapter 67 — Partnerships; Limited

ORS 67.200. Transfer of whole or part of partners transferable interest. (1) A transfer, in whole or in part, of a partners transferable interest in the partnership: (a) Is permissible; (b) Does not by itself cause the partners dissociation or a dissolution and winding up of the partnership business; and (c) Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions or to inspect or copy the partnership books or records. (2) A transferee of a partners transferable interest in the partnership has a right: (a) To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled; (b) To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and (c) To seek under ORS 67.290 (6) a judicial determination that it is equitable to wind up the partnership business. (3) In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all the partners. (4) Upon transfer, the transferor retains the rights and duties of a partner other than the transferred interest in profits and losses of the partnership and the right to receive distributions. (5) A partnership need not give effect to a transferees rights under this section until it has notice of the transfer. Upon request, a transferee must furnish to the partnership reasonable proof of the transfer. (6) A transfer of a partners transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
ORS Chapter 67 — Partnerships; Limited

ORS 67.205. Partners transferable interest subject to charging order. (1) On application by a judgment creditor of a partner or of a partners transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts and inquiries the judgment debtor might have made or that the circumstances of the case may require. (2) A charging order constitutes a lien on the judgment debtors transferable interest in the partnership. The court may order a foreclosure of the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee. (3) At any time before foreclosure, an interest charged may be redeemed: (a) By the judgment debtor; (b) With property other than partnership property, by one or more of the other partners; or (c) With partnership property, by one or more of the other partners with the consent of all the partners whose interests are not so charged. (4) This chapter does not deprive a partner of a right under exemption laws with respect to the partners interest in the partnership. (5) This section provides the exclusive remedy by which a judgment creditor of a partner or partners transferee may satisfy a judgment out of the judgment debtors transferable interest in the partnership. [1997 c.775 26] (Partners Dissociation)
ORS Chapter 67 — Partnerships; Limited

ORS 67.225. Partners power to dissociate; wrongful dissociation. (1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to ORS 67.220 (1). (2) A partners dissociation is wrongful only if: (a) The dissociation is in breach of an express provision of the partnership agreement; or (b) In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking: (A) The partner withdraws by express will, unless the withdrawal follows within 90 days after another partners dissociation under ORS 67.220 (3) to (10) or wrongful dissociation under this subsection; (B) The partner is expelled by judicial determination under ORS 67.220 (5); (C) The partner is dissociated by becoming a debtor in bankruptcy; or (D) In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated. (3) A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
ORS Chapter 67 — Partnerships; Limited

ORS 67.230. Effect of partners dissociation. (1) If a partners dissociation results in a dissolution and winding up of the partnership business, ORS 67.290 to
ORS Chapter 67 — Partnerships; Limited

ORS 67.255. Dissociated partners power to bind and liability to partnership. (1) If a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving business entity under ORS 67.340 to 67.365, is bound by an act of the dissociated partner only if: (a) The act occurs within six months after the date of dissociation; (b) The act would have bound the partnership under ORS 67.090 before dissociation; (c) At the time of entering into the transaction, the other party reasonably believed that the dissociated partner was then a partner and did not have notice of the partners dissociation; and (d) At the time of entering into the transaction, the dissociation 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. (2) A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1) of this section.
ORS Chapter 67 — Partnerships; Limited

ORS 67.260. Dissociated partners liability to other persons. (1) A partners dissociation does not of itself discharge the partners liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2) of this section. (2) A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a converted or surviving business entity under ORS 67.340 to 67.365, within six months after the partners dissociation only if the partner is personally liable for the obligation under ORS 67.105 and, at the time of entering into the transaction: (a) The other party reasonably believed that the dissociated partner was then a partner; (b) The other party did not have notice of the partners dissociation; and (c) The dissociation 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. (3) By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation. (4) A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partners dissociation but without the partners consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
ORS Chapter 67 — Partnerships; Limited

ORS 67.265. Continued use of partnership name. Continued use of a partnership name, or a dissociated partners name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. [1997 c.775 33] (Winding Up Partnership Business)
ORS Chapter 67 — Partnerships; Limited

ORS 67.290. Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the express will of a majority of the partners, excluding any dissociated partner; (2) In a partnership for a definite term or particular undertaking: (a) The express will of all the partners, excluding any dissociated partner, to wind up the partnership business; or (b) The expiration of the term or the completion of the undertaking; (3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business; (4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; (5) On application by a partner, a judicial determination that: (a) The economic purpose of the partnership is likely to be unreasonably frustrated; (b) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner; (c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or (d) Other circumstances render a dissolution of the partnership and a winding up of its business equitable; (6) On application by a transferee of a partners transferable interest, a judicial determination that it is equitable to wind up the partnership business: (a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer; or (7) There are no longer two or more partners carrying on as co-owners the business of the partnership for profit.