reglab/housing_qa huggingface dataset:
OR Rev Stat § 67.200 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.200 - Transfer of whole or part of partner’s transferable interest.

(1) A transfer, in whole or in part, of a partner’s transferable interest in the partnership: (a) Is permissible; (b) Does not by itself cause the partner’s 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 partner’s 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 transferee’s 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 partner’s 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. [1997 c.775 §25]
OR Rev Stat § 67.205 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.205 - Partner’s transferable interest subject to charging order.

(1) On application by a judgment creditor of a partner or of a partner’s 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 debtor’s 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 partner’s interest in the partnership. (5) This section provides the exclusive remedy by which a judgment creditor of a partner or partner’s transferee may satisfy a judgment out of the judgment debtor’s transferable interest in the partnership. [1997 c.775 §26]
OR Rev Stat § 67.225 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.225 - Partner’s 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 partner’s 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 partner’s 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. [1997 c.775 §28]
OR Rev Stat § 67.230 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.230 - Effect of partner’s dissociation.

(1) If a partner’s dissociation results in a dissolution and winding up of the partnership business, ORS 67.290 to 67.315 apply. If a partner’s dissociation does not result in dissolution and winding up of the partnership business, ORS 67.250 to 67.265 apply. (2) Upon a partner’s dissociation: (a) The partner’s right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in ORS 67.300; (b) The partner’s duty of loyalty under ORS 67.155 (2)(c) terminates; and (c) The partner’s duty of loyalty under ORS 67.155 (2)(a) and (b) and duty of care under ORS 67.155 (3) continue only with regard to matters arising and events occurring before the partner’s dissociation, unless the partner participates in winding up the partnership’s business pursuant to ORS 67.300. [1997 c.775 §29]
OR Rev Stat § 67.255 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.255 - Dissociated partner’s 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 partner’s 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. [1997 c.775 §31; 1999 c.362 §51]
OR Rev Stat § 67.260 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.260 - Dissociated partner’s liability to other persons.

(1) A partner’s dissociation does not of itself discharge the partner’s 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 partner’s 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 partner’s 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 partner’s dissociation but without the partner’s consent, agrees to a material alteration in the nature or time of payment of a partnership obligation. [1997 c.775 §32; 1999 c.362 §52]
OR Rev Stat § 67.265 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.265 - Continued use of partnership name.

Continued use of a partnership name, or a dissociated partner’s 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]
OR Rev Stat § 67.290 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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 partner’s 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. [1997 c.775 §34]
OR Rev Stat § 67.295 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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 partnership’s 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. [1997 c.775 §35]
OR Rev Stat § 67.300 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.300 - Right to wind up partnership business.

(1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s 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 partnership’s business. (3) A person winding up a partnership’s 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 partnership’s business, dispose of and transfer the partnership’s property, discharge the partnership’s liabilities, distribute the assets of the partnership pursuant to ORS 67.315, settle disputes by mediation, arbitration or otherwise, and perform other necessary acts. [1997 c.775 §36]
OR Rev Stat § 67.305 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.305 - Partner’s power to bind partnership after dissolution.

A partnership is bound by a partner’s 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. [1997 c.775 §37]
OR Rev Stat § 67.310 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.310 - Partner’s 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 partner’s 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. [1997 c.775 §38]
OR Rev Stat § 67.315 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.315 - Settlement of accounts and contributions among partners.

(1) In winding up a partnership’s 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 partner’s account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner’s 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 partner’s legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner’s 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 partner’s 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 partner’s obligation to contribute to the partnership. [1997 c.775 §39]
OR Rev Stat § 67.340 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1997 c.775 §40; 1999 c.362 §40; 2003 c.80 §28]
OR Rev Stat § 67.342 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1999 c.362 §42; 2001 c.315 §18; 2003 c.80 §22; 2011 c.147 §17]