reglab/housing_qa huggingface dataset:
OR Rev Stat § 67.344 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1999 c.362 §43]
OR Rev Stat § 67.346 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1999 c.362 §44; 2001 c.315 §10; 2015 c.28 §8]
OR Rev Stat § 67.360 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1997 c.775 §44; 1999 c.362 §46; 2001 c.315 §19; 2003 c.80 §23]
OR Rev Stat § 67.362 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1999 c.362 §47]
OR Rev Stat § 67.364 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1999 c.362 §48; 2015 c.28 §9]
OR Rev Stat § 67.500 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.500

[1997 c.775 §47; renumbered 67.600 in 2013]
OR Rev Stat § 67.520 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.520

[1997 c.775 §48; 2013 c.159 §12; renumbered 67.011 in 2013]
OR Rev Stat § 67.525 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.525

[1997 c.775 §49; 1999 c.362 §§50,50a; renumbered 67.014 in 2013]
OR Rev Stat § 67.530 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.530

[1997 c.775 §50; renumbered 67.017 in 2013]
OR Rev Stat § 67.535 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.535

[1997 c.775 §51; 1999 c.486 §12; renumbered 67.021 in 2013]
OR Rev Stat § 67.540 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.540

[1997 c.775 §52; renumbered 67.024 in 2013]
OR Rev Stat § 67.545 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.545

[1997 c.775 §53; renumbered 67.027 in 2013]
OR Rev Stat § 67.550 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.550

[1997 c.775 §54; renumbered 67.030 in 2013]
OR Rev Stat § 67.570 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.570

[1997 c.775 §55; renumbered 67.033 in 2013]
OR Rev Stat § 67.590 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.590

[1997 c.775 §56; 1997 c.774 §15a; 2007 c.186 §9; renumbered 67.603 in 2013]
OR Rev Stat § 67.595 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.595

[1997 c.775 §57; renumbered 67.606 in 2013]
OR Rev Stat § 67.600 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.600 - Eligibility for registration as a limited liability partnership; required vote.

(1) Notwithstanding any other provision of this chapter, a partnership, not including a limited partnership, may register as a limited liability partnership or apply for authority as a foreign limited liability partnership only if it: (a) Renders professional service; or (b) Is affiliated with a limited liability partnership or a foreign limited liability partnership that renders professional service and renders services related to or complementary to the professional service rendered by, or provides services or facilities to, the limited liability partnership or foreign limited liability partnership that renders professional service. (2) For purposes of subsection (1) of this section, a partnership is affiliated with a limited liability partnership or foreign limited liability partnership that renders professional services if: (a) At least a majority of partners in one partnership are partners in the other partnership; (b) At least a majority of the partners in each partnership also are partners or hold interest in another person and each partnership renders services pursuant to an agreement with such other person; or (c) One partnership directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the other partnership. (3) The terms and conditions by which a partnership becomes a limited liability partnership and a decision to cancel registration as a limited liability partnership must be approved by either: (a) The vote of the partners necessary to amend the partnership agreement; or (b) In the case of a partnership agreement that includes provisions that expressly address the obligations of partners to make contributions to cover partnership losses, the vote of the partners necessary to amend such provisions. [Formerly 67.500]
OR Rev Stat § 67.603 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.603 - Application for registration; effective date; fee; duration of status as limited liability partnership.

(1) After the approval required by ORS 67.600 (3), a partnership may become a limited liability partnership by 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]
OR Rev Stat § 67.606 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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]
OR Rev Stat § 67.610 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1997 c.775 §58]
OR Rev Stat § 67.615 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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]
OR Rev Stat § 67.635 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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]
OR Rev Stat § 67.655 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1997 c.775 §63]
OR Rev Stat § 67.660 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 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. [1997 c.775 §64]
OR Rev Stat § 67.665 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.665 - Reinstatement following administrative revocation.

(1) A limited liability partnership for which the Secretary of State has administratively revoked the limited liability partnership’s 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 partnership’s 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 partnership’s 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 partnership’s 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 partnership’s continued existence as an active concern during the period of administrative revocation. [1997 c.775 §65; 2011 c.147 §19]
OR Rev Stat § 67.670 (2021)
2021 Oregon Revised Statutes|Volume : 02 - Business Organizations, Commercial Code|Chapter 067 - Partnerships; Limited Liability Partnerships|Section 67.670 - Appeal from denial of reinstatement.

(1) If the Secretary of State denies a limited liability partnership’s 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]