reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 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 partner’s rights under the partnership agreement;
(b) Enforce the partner’s rights under this chapter, including:
(A) The partner’s rights under ORS 67.140, 67.150 or 67.155;
(B) The partner’s right on dissociation to have the partner’s 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 partner’s 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 67.315; or
(c) Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(4) The accrual of and any time limitation on a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law. [1997 c.775 §21]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.195 - Partner’s transferable interest in partnership.

The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest is personal property. [1997 c.775 §24]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 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]