reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.235 - Allocation of profits and losses.

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value of the contributions made by each partner, as stated in the partnership records required to be kept pursuant to ORS 70.050, to the extent they have been received by the partnership and have not been returned. [1985 c.677 §30; 1987 c.543 §20]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.240 - Allocation of distributions of assets.

Distributions of cash or other assets of a limited partnership shall be allocated among the partners and among classes of partners in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value of the contributions made by each partner, as stated in the partnership records required to be kept pursuant to ORS 70.050, to the extent they have been received by the partnership and have not been returned. [1985 c.677 §31; 1987 c.543 §21]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.250 - Entitlement to distributions.

Except as provided in ORS 70.250 to 70.275, a partner is entitled to receive distributions from a limited partnership before the partner’s withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events specified in the partnership agreement. [1985 c.677 §32; 1987 c.543 §22]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.255 - Withdrawal of partner.

(1) A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the withdrawing general partner.
(2) A limited partner may withdraw from a limited partnership at the time or upon the happening of events specified in writing in the partnership agreement. If the partnership agreement does not specify in writing the time or the events upon the happening of which a limited partner may withdraw or a definite time for the dissolution and winding up of the limited partnership, a limited partner may withdraw upon not less than six months’ prior written notice to each general partner at the general partner’s address on the books of the limited partnership at its office in this state. [1985 c.677 §§33,34; 1987 c.543 §23]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.260 - Entitlements of withdrawing partner.

Except as provided in ORS 70.250 to 70.275, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement. If not otherwise provided in the partnership agreement, the withdrawing partner also is entitled to receive, within a reasonable time after withdrawal, the fair value of the withdrawing partner’s interest in the limited partnership as of the date of withdrawal based upon the withdrawing partner’s right to share in distributions from the limited partnership. For purposes of this section, the fair value of the withdrawing partner’s interest in the limited partnership shall be determined by assuming that any distribution to which the withdrawing partner is otherwise entitled by reason of this section has been made. [1985 c.677 §35]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.265 - Rights of partner regarding distribution; remedies.

(1) Except as provided in writing in the partnership agreement, a partner has no right to demand and receive any distribution from a limited partnership in any form other than cash, regardless of the nature of the partner’s contribution. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership.
(2) When a partner becomes entitled to receive a distribution, the partner has the status of and is entitled to all remedies available to a creditor of the limited partnership with respect to the distribution. [1985 c.677 §§36,37; 1987 c.543 §24]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.270 - Limit on distribution.

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, the liabilities of the limited partnership exceed the fair value of the partnership assets. For purposes of this section, the following shall be disregarded as liabilities of the limited partnership:
(1) Liabilities to partners on account of their partnership interests; and
(2) With respect to any liability as to which the recourse of creditors is limited to specific property of the limited partnership, the amount by which such liability exceeds the fair value of such specific property. [1985 c.677 §38]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.275 - Liability of partner who receives return of contribution.

(1) If a partner has received the return of any part of the partner’s contribution without violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of one year after receipt of the return for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership’s liabilities to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(2) If a partner has received the return of any part of the partner’s contribution in violation of the partnership agreement or this chapter, the partner is liable to the limited partnership for a period of six years after receipt of the return for the amount of the contribution wrongfully returned.
(3) A partner receives a return of the partner’s contribution to the extent that a distribution to the partner reduces the partner’s share of the fair value of the net assets of the limited partnership below the value of the partner’s contribution, as set forth in the partnership records required to be kept pursuant to ORS 70.050, that has not been distributed to the partner. [1985 c.677 §39; 1987 c.543 §25]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.290 - Assignability of partnership interest.

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all the partner’s partnership interest. [1985 c.677 §41]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.295 - Rights of judgment creditor of partner.

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This chapter does not deprive any partner of the benefit of any exemption laws applicable to the partner’s partnership interest. [1985 c.677 §42]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.300 - Assignee of partnership interest as limited partner.

(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that:
(a) The assignor gives the assignee that right in accordance with authority described in the partnership agreement; or
(b) All other partners consent.
(2) An assignee who has become a limited partner has, to the extent assigned, the rights and powers, and is subject to the restrictions and liabilities, of a limited partner under the partnership agreement and this chapter. An assignee who becomes a limited partner also is liable for the obligations of the assignor to make and return contributions as provided in ORS 70.225 to 70.275. However, the assignee is not obligated for liabilities that were unknown to the assignee at the time the assignee became a limited partner and that could not be ascertained from the certificate of limited partnership.
(3) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor’s liability to the limited partnership under ORS 70.105 and 70.230. [1985 c.677 §43; 1987 c.543 §26]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.305 - Death, incompetency, dissolution or termination of partner.

(1) If a partner who is an individual dies or a court of competent jurisdiction adjudges the partner to be incompetent to manage the partner’s person or property, the partner’s executor, administrator, guardian, conservator or other legal representative may exercise all the partner’s rights for the purpose of settling the partner’s estate or administering the partner’s property, including any power the partner held to give an assignee the right to become a limited partner.
(2) If a partner is a corporation, trust or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor. [1985 c.677 §44]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.325 - When dissolution occurs.

A limited partnership is dissolved and its affairs shall be wound up when the first of any of the following events occurs:
(1) Upon reaching the time for dissolution specified in the certificate of limited partnership.
(2) Upon the happening of events specified in writing in the partnership agreement.
(3) By the vote or such other action of the partners as is provided in writing in the partnership agreement, or if the partnership agreement does not so provide in writing, by the written consent of all partners.
(4) An event of withdrawal of a general partner unless at the time there is at least one other general partner and the written provisions of the partnership agreement permit the business of the limited partnership to be carried on by the remaining general partner and that partner does so. However, a limited partnership is not dissolved under this subsection and is not required to be wound up by reason of any event of withdrawal if, not later than the 90th day after the withdrawal, all partners agree in writing to continue the business of the limited partnership and to the appointment of one or more additional general partners if necessary or desired.
(5) Entry of a judgment or judicial order of involuntary dissolution under ORS 70.330. [1985 c.677 §45; 1987 c.543 §27]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.330 - Judgment of dissolution.

On application by or for a partner, the circuit court may enter a judgment for the dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement. [1985 c.677 §46; 2003 c.576 §332]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.335 - Who may wind up partnership affairs.

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if no such general partners, the limited partners, may wind up the limited partnership’s affairs. However, the circuit court upon cause shown may wind up the limited partnership’s affairs upon application of any partner, or the partner’s legal representative or assignee. [1985 c.677 §47]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.340 - Distribution of assets.

Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(1) To the extent permitted by law, to creditors, including partners who are creditors, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under ORS 70.250 or 70.260.
(2) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under ORS 70.250 or 70.260.
(3) Except as provided in the partnership agreement, to partners as follows:
(a) First, for the return of their contributions; and
(b) Secondly, respecting their partnership interests, in the proportions in which the partners share in distributions. [1985 c.677 §48]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.350 - Law applicable to foreign limited partnership.

(1) The laws of the jurisdiction under which a foreign limited partnership is organized govern its organization and internal affairs and the liability of its limited partners.
(2) A foreign limited partnership may not be denied registration by reason of any difference between those laws and the laws of this state. [1985 c.677 §49]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.355 - Registration of foreign limited partnership; rules.

(1) Before transacting business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited partnership shall submit for filing to the office of Secretary of State an application for registration as a foreign limited partnership. The application must be signed by a general partner and must set forth the following:
(a) The name of the foreign limited partnership.
(b) The jurisdiction and the date of formation of the foreign limited partnership.
(c) The foreign limited partnership’s registry number in the state or country under whose law the foreign limited partnership is registered.
(d) The name and street address of the initial registered agent which the foreign limited partnership and all general partners of the foreign limited partnership are required to maintain in this state under ORS 70.025.
(e) A mailing address to which the Secretary of State may mail notices required by this chapter.
(f) The address of the office where the records listed in ORS 70.050 are maintained together with an undertaking by the foreign limited partnership to keep these records until the foreign limited partnership’s registration in this state is canceled.
(g) The name and business address of each general partner.
(h) Any additional identifying information that the Secretary of State may require by rule.
(2) A person who signs the application for registration as a foreign limited partnership as an agent or fiduciary need not exhibit evidence of such authority as a prerequisite to filing.
(3) A general partner’s executing the application for registration as a foreign limited partnership constitutes an affirmation under the applicable penalties of false swearing or perjury that the facts stated in the application are true.
(4)(a) Except as provided in paragraph (b) of this subsection, the foreign limited partnership shall deliver with the completed application a certificate of existence or a similar document that is current within 60 days of the date of delivery. The certificate or document must be authenticated by the official having custody of limited partnership records in the state or country under whose law the partnership is organized.
(b) A foreign limited partnership need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of limited partnership records in the state or country under whose law the limited partnership is registered provides free access via the Internet to a searchable database that contains evidence of limited partnership registrations. [1985 c.677 §50; 1987 c.543 §28; 1991 c.132 §9; 1995 c.215 §19; 1999 c.486 §16; 2011 c.147 §21]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.365 - Name requirements.

The Secretary of State shall not register a foreign limited partnership whose name does not meet the requirements of ORS 70.010 (1)(c) unless the foreign limited partnership states its name on its application as (name of limited partnership), a limited partnership of (place of registration), which shall be the "real and true name" of the limited partnership. [1985 c.677 §52; 1987 c.543 §30]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.370 - Correction of application.

If any statement in the application for registration of a foreign limited partnership was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign limited partnership shall promptly submit for filing to the Office of Secretary of State a certificate, signed by a general partner, correcting the statement. [1985 c.677 §53; 1987 c.543 §30a]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.375 - Cancellation of registration.

(1) A foreign limited partnership may cancel its registration by submitting for filing a certificate of cancellation to the Office of Secretary of State signed by a general partner.
(2) A certificate of cancellation shall set forth:
(a) The name of the limited partnership and the state or country under the laws of which it is organized;
(b) A statement that the limited partnership is not transacting business in this state;
(c) A statement that the limited partnership revokes the authority of its registered agent in this state to accept service of process, notice or demand and consents that service of process, notice or demand in any action, suit or proceeding based upon any transaction, event or occurrence that took place in this state prior to the filing of the certificate of cancellation may thereafter be made on the limited partnership by service on the Secretary of State; and
(d) A mailing address to which the person initiating any proceeding may mail a copy of any process, notice or demand to the limited partnership that has been served on the Secretary of State.
(3) The certificate of cancellation shall be signed by one of the general partners or, if the foreign limited partnership is in the hands of a receiver or trustee, shall be signed by the receiver or trustee.
(4) If the Secretary of State finds that the certificate conforms to the filing requirements of this chapter, the Secretary of State shall file the certificate and return an acknowledgment of filing to the sender. Upon the filing of the certificate of cancellation, the authority of the foreign limited partnership to transact business in this state shall cease.
(5) A cancellation does not terminate the authority of the Secretary of State to accept service of process on the foreign limited partnership with respect to causes of action arising out of the transaction of business in this state. [1985 c.677 §54; 1987 c.543 §31; 1999 c.486 §17]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.380 - Registration prerequisite to suing in state; effect on contracts, liability; agent.

(1) A foreign limited partnership transacting business in this state may not maintain any action or proceeding in any court of this state until it has registered in this state.
(2) The failure of a foreign limited partnership to register in this state does not impair the validity of any contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending any action or proceeding in any court of this state.
(3) A limited partner of a foreign limited partnership is not liable as a general partner of the foreign limited partnership solely by reason of having transacted business in this state without registration.
(4) A foreign limited partnership, by transacting business in this state without registration, appoints the Secretary of State as its agent for service of process with respect to causes of action arising out of the transaction of business in this state. [1985 c.677 §55]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.400 - Action by limited partner upon refusal of general partner.

A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor if general partners with authority to do so have refused to bring the action or if an effort to cause those general partners to bring the action is not likely to succeed. [1985 c.677 §57]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.405 - Status of plaintiff.

In a derivative action, the plaintiff must be a partner when the plaintiff brings the action and:
(1) The plaintiff must have been a partner at the time of the transaction of which the plaintiff complains; or
(2) The plaintiff’s status as a partner must have devolved upon the plaintiff from a person who was a partner at the time of the transaction. [1985 c.677 §58]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.415 - Remittance of proceeds received by plaintiff; attorney fees.

If a derivative action is successful in whole or in part or if anything is received by the plaintiff as a result of a judgment, compromise or settlement of an action or claim, the court shall direct the plaintiff to remit to the limited partnership the remainder of those proceeds received by the plaintiff. The court may award reasonable attorney fees to the prevailing party in a derivative action. [1985 c.677 §60; 1995 c.618 §43]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.430 - Grounds for administrative action to inactivate certificate or registration of limited partnership.

The Secretary of State may commence a proceeding under ORS 70.435 to inactivate a certificate of limited partnership or the registration of a foreign limited partnership if:
(1) The limited partnership does not pay when due any fees imposed by this chapter;
(2) The limited partnership does not deliver its annual report to the Secretary of State when due;
(3) The limited partnership is without a registered agent or registered office in this state;
(4) The limited partnership does not notify the Secretary of State that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued; or
(5) The limited partnership’s period of duration stated in its certificate of limited partnership expires. [1993 c.190 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.435 - Notice of administrative inactivation; effect of inactivation on authority of registered agent.

(1) If the Secretary of State determines that one or more grounds exist under ORS 70.430 for inactivating a certificate of limited partnership or the registration of a foreign limited partnership, the Secretary of State shall give the limited partnership notice of that determination.
(2) If the limited partnership, within 45 days after the notice is given, does not correct each ground for inactivation or demonstrate to the satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist, the Secretary of State shall inactivate the certificate of limited partnership or the registration of a foreign limited partnership.
(3) The administrative inactivation of a certificate of domestic limited partnership does not terminate the authority of its registered agent.
(4) The administrative inactivation of the registration of a foreign limited partnership terminates the authority of the registered agent of the foreign limited partnership. [1993 c.190 §14; 2001 c.315 §38]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.440 - Reinstatement following administrative inactivation.

(1) A limited partnership that the Secretary of State administratively inactivated under ORS 70.430 may apply to the Secretary of State for reinstatement within five years from the date of inactivation. The application must:
(a) State the name of the limited partnership and effective date of the limited partnership’s administrative inactivation; and
(b) State that the ground or grounds for inactivation 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 partnership’s name satisfies the requirements of ORS 70.010, the Secretary of State shall reinstate the limited partnership.
(3) When effective, the reinstatement relates back to and takes effect as of the effective date of the administrative inactivation and the limited partnership is considered to resume carrying on the limited partnership’s business as if the administrative inactivation had never occurred.
(4) The Secretary of State may waive the requirement under subsection (1) of this section that the limited partnership apply for reinstatement within five years after the date of administrative inactivation if the limited partnership requests the waiver and provides evidence of the limited partnership’s continued existence as an active concern during the period of administrative inactivation. [1995 c.215 §20; 2011 c.147 §22]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.460

[1985 c.677 §62a; 1987 c.543 §32; 1987 c.843 §23; 1991 c.132 §10; 1993 c.190 §11; 1995 c.215 §21; renumbered 70.610 in 1999]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.500 - Definitions for ORS 70.500 to 70.540.

As used in ORS 70.500 to 70.540:
(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 ORS chapter 67, and a partnership governed by law of another jurisdiction that expressly provides for conversions and mergers; and
(E) A limited partnership organized under this chapter, 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) "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.
(3) "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) General partner or limited partner of a limited partnership. [1999 c.362 §56; 2003 c.80 §29]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.505 - Conversion.

(1)(a) A business entity may be converted to a limited partnership organized under this chapter.
(b) A limited 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 limited 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 limited 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 limited partnership complies with any requirements that the laws of the other jurisdiction impose with respect to the conversion.
(3) A plan of conversion must set forth:
(a) The name and type of 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) 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 §57; 2001 c.315 §20; 2003 c.80 §24; 2011 c.147 §23]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.510 - Action on plan of conversion.

(1) A plan of conversion shall be approved as follows:
(a) In the case of a limited partnership, by all the partners, unless a lesser vote is provided for in the certificate of limited partnership or, in the case of a foreign limited partnership, by the law of the jurisdiction in which the limited partnership is organized.
(b) In the case of a business entity other than a limited partnership, as provided by the statutes governing that business entity.
(2) After a plan of 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 limited partnership, without further action by the limited partners, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner determined by the general partners.
(b) By a party to the conversion that is not a limited 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 §58]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.515 - 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 and the name and type of business entity that will exist after conversion; 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 on the latest of:
(a) The time and date on which the articles of conversion are filed;
(b) The time and date on which any additional filing requirements imposed pursuant to the statutes that govern the surviving business entity are satisfied; or
(c) On the delayed effective date and time set forth in the filings. [1999 c.362 §59; 2001 c.315 §11; 2015 c.28 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.525 - Merger.

(1) One or more business entities may merge into a limited 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 limited 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 limited 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 the status of each owner; and
(e) If any party is a business entity other than a limited 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 certificate of limited partnership, if a limited partnership is the surviving business entity; and
(b) Other provisions relating to the merger. [1999 c.362 §61; 2001 c.315 §21; 2003 c.80 §25]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.530 - 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 limited partnership, by all the partners, unless a lesser vote is provided for in the certificate of limited partnership or, in the case of a foreign limited partnership, by the law of the jurisdiction in which the limited partnership is formed.
(b) In the case of a business entity other than a limited 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 limited partnership, without further action by the limited partners, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the general partners.
(b) By a party to the merger that is not a limited 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 §62]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.535 - 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 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;
(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 any party that was a limited partnership approved the plan of merger in accordance with ORS 70.525 and any party that was another business entity approved the plan of merger in accordance with the statutes that govern the other business entity.
(2) The merger takes effect on the latest of:
(a) The time and date on which the articles of merger are filed;
(b) The time and date on which all documents required to be filed by the statute that governs any party to the merger that is a business entity other than a limited partnership are filed; or
(c) Any later effective date specified in the articles of merger. [1999 c.362 §63; 2001 c.104 §22; 2015 c.28 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.605 - Application to partnerships existing prior to July 1, 1986.

(1) Any limited partnership formed on or after July 1, 1986, shall be governed by this chapter.
(2) Any limited partnership formed before July 1, 1986, shall be governed by this chapter except as follows:
(a) The limited partnership shall not be required to change its name to comply with ORS 70.010 (1)(a) unless the limited partnership changes its name after July 1, 1986.
(b) The limited partnership need not file with the Secretary of State a certificate of amendment that would cause its certificate of limited partnership to comply with this chapter until the occurrence of an event that, under this chapter, requires the filing of a certificate of amendment. If any limited partnership formed before July 1, 1986, fails to file such a certificate of amendment required under this chapter, the limited partnership nevertheless shall be governed by this chapter. [Formerly 70.455]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.620 - Correction of documents; effective date of correction.

(1) A domestic or foreign limited partnership may correct a document filed by the Secretary of State if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged.
(2) A domestic or foreign limited partnership shall correct a document by delivering a certificate of correction to the Office of Secretary of State. The certificate shall include the following:
(a) A description of the document, including its filing date, or a copy of the document.
(b) The incorrect statement and the reason it is incorrect, or a description of the manner in which the execution, attestation, seal, verification or acknowledgment is defective.
(c) A correction of the incorrect statement or defective execution, attestation, seal, verification or acknowledgment.
(3) Certificates of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, certificates of correction are effective when filed. [Formerly 70.470]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 070 - Limited Partnerships › Section 70.990 - Penalty for signing false document.

(1) A person commits the crime of signing a false document for filing if the person:
(a) Knows the document is false in any material respect; and
(b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter.
(2) Signing a false document for filing is a Class A misdemeanor. [2013 c.158 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.1010 - Short titles.

(1) This chapter and ORS chapters 72, 72A, 73, 74, 74A, 75, 77, 78 and 79 may be cited as the Uniform Commercial Code.
(2) This chapter may be cited as Uniform Commercial Code–General Provisions. [1961 c.726 §71.1010; 1989 c.676 §79; 1991 c.83 §2; 1991 c.442 §§39,40; 2001 c.445 §129; 2009 c.181 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.1020 - Scope of chapter.

This chapter applies to a transaction to the extent that the transaction is governed by ORS chapter 72, 72A, 73, 74, 74A, 75, 77, 78 or 79. [1961 c.726 §71.1020; 2009 c.181 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.1030 - Construction to promote purposes and policies; applicability of supplemental principles of law.

(1) The Uniform Commercial Code must be liberally construed and applied to promote its underlying purposes and policies, which are:
(a) To simplify, clarify and modernize the law governing commercial transactions;
(b) To permit the continued expansion of commercial practices through custom, usage and agreement of the parties; and
(c) To make uniform the law among the various jurisdictions.
(2) Unless displaced by the particular provisions of the Uniform Commercial Code, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy and other validating or invalidating cause, supplement its provisions. [1961 c.726 §71.1030; 2009 c.181 §3; 2011 c.9 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.1040 - Construction against implied repeal.

The Uniform Commercial Code being a general law intended as a unified coverage of its subject matter, no part of it shall be deemed to be impliedly repealed by subsequent legislation if such construction can reasonably be avoided. [1961 c.726 §71.1040]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.1050 - Severability.

If any provision or clause of the Uniform Commercial Code or application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Uniform Commercial Code that can be given effect without the invalid provision or application, and to this end the provisions of the Uniform Commercial Code are severable. [1961 c.726 §71.1050; 1973 c.504 §1; 1989 c.676 §80; 1991 c.83 §3; 1995 c.328 §66; 1997 c.150 §3; 2001 c.445 §130; 2009 c.181 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.1060 - Use of singular and plural; gender.

In the Uniform Commercial Code, unless the statutory context otherwise requires:
(1) Words in the singular number include the plural, and those in the plural include the singular; and
(2) Words of any gender also refer to any other gender. [1961 c.726 §71.1060; 2009 c.181 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.1070 - Captions.

The unit and section captions, though set forth in the Uniform Commercial Code, are not part of the statutory law of Oregon. [1961 c.726 §71.1070; 2009 c.181 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 071 - General Provisions for Uniform Commercial Code › Section 71.1080 - Relation to Electronic Signatures in Global and National Commerce Act.

This chapter modifies, limits and supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq., except that nothing in this chapter modifies, limits or supersedes section 7001(c) of that Act or authorizes electronic delivery of any of the notices described in section 7003(b) of that Act. [1961 c.726 §71.1080; 2009 c.181 §7]