reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.809 - Time for Attorney General decision; nature of decision; appeal.

(1) Within 60 days after receipt of the notice required by ORS 65.803, the Attorney General shall notify the public benefit or religious corporation in writing of the Attorney General’s decision on the proposed transaction. The Attorney General may extend this period for an additional 45 days if the extension is necessary to obtain information as provided in ORS 65.813 (1). The period may be extended beyond 105 days only with the agreement of all parties to the transaction.
(2) The Attorney General may approve the transaction, give conditional approval to the transaction or decline to approve the transaction. If the Attorney General does not approve the proposed transaction, the Attorney General shall notify each party to the proposed transaction, in writing, specifying the reasons for the disapproval.
(3) Any party to the proposed transaction, within 60 days after receipt of the Attorney General’s final order, may appeal the order as provided in ORS chapter 183. For purposes of the judicial review, the specifications required to be set forth in the written notice from the Attorney General shall be deemed the Attorney General’s findings of fact and conclusions of law. [1997 c.291 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.811 - Disapproval of proposed transfer of assets.

The Attorney General shall approve any proposed transaction subject to ORS 65.803 unless the Attorney General finds any of the following:
(1) The terms and conditions of the proposed transaction are not fair and reasonable to the public benefit or religious corporation.
(2) The proposed transaction will result in inurement to any private person or entity.
(3) The proposed transaction is not at fair market value.
(4) The proposed use of the proceeds from the transaction is inconsistent with any charitable trust to which the assets are subject.
(5) The proposed transaction involves or constitutes a breach of trust.
(6) The Attorney General has not been provided sufficient information to evaluate adequately the proposed transaction and the effects of the proposed transaction on the public.
(7) The proposed transaction significantly diminishes the availability or accessibility of health care services to the affected community.
(8) The proposed transaction is not in the public interest.
(9) The proposed transaction does not comply with all other legal requirements. [1997 c.291 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.813 - Consultants; cost; rules; fee.

(1) Within the time periods specified in ORS 65.809, and for the purpose of evaluating the factors identified in ORS 65.811, the Attorney General may do any of the following:
(a) Contract with, consult with or receive advice from any state agency pursuant to those terms and conditions that the Attorney General considers appropriate.
(b) In the Attorney General’s sole discretion, contract with, consult with or receive advice from consultants to assist in the Attorney General’s review of the proposed transaction. The consultants shall be qualified and expert in the type of transactions under review. Before engaging any consultant, the Attorney General shall communicate with the parties to the proposed transaction regarding the engagement.
(2) The cost of any contract authorized under subsection (1) of this section shall be no more than is reasonably necessary to conduct the Attorney General’s review and evaluation. Any contract entered into by the Attorney General under this section shall be exempt from the requirements of ORS chapters 279A and 279B, except ORS 279B.235. All contract costs incurred by the Attorney General under this section must be paid by the party to whom the transfer is to be made as described in ORS 65.803 (1).
(3) The Attorney General, by rule, may impose an application fee for costs incurred in reviewing and evaluating the proposed transaction. The fee must be paid by the party to whom the transfer is to be made as described in ORS 65.803 (1). [1997 c.291 §8; 2003 c.794 §195]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.815 - Rules.

The Attorney General may adopt such rules as are necessary to carry out the provisions of ORS 65.800 to 65.815. The Attorney General shall have the authority to ensure compliance with commitments that inure to the public interest. [1997 c.291 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.860

[Formerly 61.760; 1995 c.144 §14; 1995 c.157 §23; 2001 c.796 §22; 2005 c.348 §124; 2007 c.661 §26; renumbered 97.665 in 2011]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.954 - Reservation of power to amend or repeal.

All or part of this chapter may be amended, repealed or modified at any time and all domestic and foreign corporations subject to this chapter are governed by the amendment, repeal or modification. [1989 c.1010 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.957 - Application to existing domestic corporations; exemptions.

(1) This chapter applies to all domestic corporations in existence on October 3, 1989, that were incorporated under any general statute of this state providing for incorporation of nonprofit corporations if power to amend or repeal the statute under which the corporation was incorporated was reserved.
(2) Without limitation as to any other corporations that may be outside the scope of subsection (1) of this section, this chapter does not apply to the following:
(a) The Oregon State Bar and the Oregon State Bar Professional Liability Fund created under ORS 9.005 to 9.757;
(b) The State Accident Insurance Fund Corporation created under ORS chapter 656;
(c) The Oregon Insurance Guaranty Association and the Oregon Life and Health Insurance Guaranty Association created under ORS chapter 734; and
(d) The Oregon FAIR Plan Association created under ORS 735.045. [1989 c.1010 §172; 1997 c.249 §26; 1999 c.274 §20; 2001 c.922 §11; 2005 c.22 §51; 2013 c.698 §29]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.959 - Application to corporations relating to condominiums, planned communities or timeshare estates.

For a corporation organized under this chapter and formed pursuant to ORS chapter 100 or subject to regulation under all or part of the provisions of ORS 94.550 to 94.783 or under ORS 94.803 and 94.807 to 94.945:
(1) A provision of this chapter that may be avoided by a corporation by a provision in the corporation’s articles of incorporation, bylaws or otherwise also may be avoided by a provision in the declaration, bylaws or other recorded governing document of a planned community or a condominium.
(2) In the event of a conflict between the provisions of this chapter and:
(a) The declaration and bylaws of a condominium and the provisions of ORS chapter 100, the declaration and bylaws and the provisions of ORS chapter 100 control.
(b) The declaration, bylaws and other recorded governing documents of a planned community and the provisions of ORS 94.550 to 94.783, the declaration, bylaws and other governing documents and the provisions of ORS 94.550 to 94.783 control.
(c) The recorded timeshare instrument of a timeshare plan and the provisions of ORS 94.803 and 94.807 to 94.945, the recorded timeshare instrument and the provisions of ORS 94.803 and 94.807 to 94.945 control. [2003 c.569 §46]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.964 - Saving provisions.

(1) Except as provided in subsections (2), (3) and (4) of this section, the repeal of a statute by chapter 1010, Oregon Laws 1989, does not affect:
(a) The operation of the statute or any action taken under it before its repeal;
(b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its repeal;
(c) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its repeal; or
(d) Any proceeding, reorganization or dissolution commenced under the statute before its repeal. The proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been repealed.
(2) The provisions of ORS 65.387 to 65.414 shall apply to all indemnification made by a corporation after October 3, 1989, and all other actions regarding indemnification taken by or on behalf of a corporation or by a court after October 3, 1989, including all indemnification made and other actions taken after October 3, 1989, with respect to claims that arose or matters that occurred prior to October 3, 1989, or pursuant to any provisions of any articles of incorporation, bylaws, resolutions or agreements in effect prior to October 3, 1989.
(3) If a penalty or punishment imposed for violation of a statute repealed by chapter 1010, Oregon Laws 1989, is reduced by this chapter, the penalty or punishment, if not already imposed, shall be imposed in accordance with this chapter.
(4) This chapter shall apply to any amendment to a corporation’s articles of incorporation filed after October 3, 1989, even if member approval of such amendment occurred prior to October 3, 1989.
(5) Except as specifically provided in this chapter, nothing in this chapter shall affect any powers the Attorney General may have under other statutes or common law. [1989 c.1010 §174]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.967 - Severability.

If any provision of this chapter or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. [1989 c.1010 §175]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.990 - 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 Secretary of State for filing under this chapter.
(2) Signing a false document for filing is a Class A misdemeanor. [1989 c.1010 §§12,171; 2013 c.158 §31; 2019 c.174 §111]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 065 - Nonprofit Corporations › Section 65.992 - Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action.

(1) An officer, director, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the officer, director, employee or agent:
(a) Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entity’s shares, assets, liabilities, capital, earnings, accounts or business operations that the officer, director, employee or agent knows is false in any material respect;
(b) Making an entry or causing another person to make an entry in the shell entity’s books, records, minutes or accounts that the officer, director, employee or agent knows is false in any material respect; or
(c) Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in the shell entity’s books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the officer, director, employee or agent intends to deceive another person.
(2) An officer, director, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS 180.750, makes a false claim and is subject to a civil action as provided in ORS 180.750 to 180.785. [2019 c.174 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.014 - Filing, service, copying and certification fees.

The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [Formerly 67.525]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.017 - Effective time and date of document.

(1) Except as provided in subsection (2) of this section, a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified.
(2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date it is filed. [Formerly 67.530]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.021 - Filing duty of Secretary of State.

(1) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of ORS 67.011, the Secretary of State shall file it.
(2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and the date of filing. After filing a document, the Secretary of State shall return an acknowledgment of filing to the limited liability partnership or foreign limited liability partnership or its representative.
(3) If the Secretary of State refuses to file a document, the Secretary of State shall return it to the limited liability partnership or foreign limited liability partnership or its representative within 10 business days after the document was delivered together with a brief written explanation of the reason for the refusal.
(4) The duty of the Secretary of State to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the office of the Secretary of State for filing. The filing of or refusal to file a document by the Secretary of State does not:
(a) Affect the validity or invalidity of the document in whole or part; or
(b) Relate to the correctness or incorrectness of information contained in the document.
(5) The refusal by the Secretary of State to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [Formerly 67.535]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.024 - Appeal from actions of Secretary of State.

(1) If the Secretary of State refuses to file a document delivered to the office of the Secretary of State for filing, the limited liability partnership or foreign limited liability partnership, in addition to any other legal remedy that may be available, shall have the right to appeal from the order pursuant to ORS chapter 183.
(2) If the Secretary of State revokes the registration of a limited liability partnership or revokes the authorization of a foreign limited liability partnership, the limited liability partnership or foreign limited liability partnership, in addition to any other legal remedy that may be available, shall have the right to appeal from the order pursuant to ORS chapter 183. [Formerly 67.540]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.027 - Evidentiary effect of copy of filed document.

(1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the document or a facsimile thereof is on file with the office of the Secretary of State.
(2) The provisions of ORS 56.110 shall apply to all documents filed pursuant to this chapter. [Formerly 67.545]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.030 - Certificate of existence or authorization.

(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a limited liability partnership or a certificate of authorization for a foreign limited liability partnership.
(2) A certificate of existence or authorization when issued means that:
(a) The name of the limited liability partnership or the foreign limited liability partnership is registered in this state;
(b) The limited liability partnership is duly registered under the laws of this state or the foreign limited liability partnership is authorized to transact business in this state;
(c) All fees payable to the Secretary of State under this chapter have been paid, if nonpayment affects the existence or authorization of the limited liability partnership or foreign limited liability partnership;
(d) An annual report required by ORS 67.645 has been filed by the Secretary of State within the preceding 14 months; and
(e) A cancellation notice under ORS 67.606 or a withdrawal notice under ORS 67.740 has not been filed by the Secretary of State.
(3) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the limited liability partnership or foreign limited liability partnership is registered or is authorized to transact business in this state. [Formerly 67.550]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.040 - Knowledge and notice.

(1) A person knows a fact if the person has actual knowledge of it.
(2) A person has notice of a fact if the person:
(a) Knows of it;
(b) Has received a notification of it; or
(c) Has reason to know it exists from all the facts known to the person at the time in question.
(3) A person notifies or gives notification to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person learns of it.
(4) A person receives a notification when the notification:
(a) Comes to the person’s attention; or
(b) Is addressed to the person and is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(5) Except as provided in subsection (6) of this section, a person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence.
(6) A partner’s knowledge, notice or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner. [Formerly 67.010]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.042 - Effect of partnership agreement; nonwaivable provisions.

(1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(2) The partnership agreement may not:
(a) Unreasonably restrict the right of access to books and records under ORS 67.150 (2);
(b) Eliminate the duty of loyalty under ORS 67.155 (2) or 67.230 (2)(c), but:
(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not unconscionable; or
(B) All the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(c) Unreasonably reduce the duty of care under ORS 67.155 (3) or 67.230 (2)(c);
(d) Eliminate the obligation of good faith and fair dealing under ORS 67.155 (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not unconscionable;
(e) Vary the power to dissociate as a partner under ORS 67.225 (1), except to require the notice under ORS 67.220 (1) to be in writing;
(f) Vary the right of a court to expel a partner in the events specified in ORS 67.220 (5);
(g) Vary the requirement to wind up the partnership business in cases specified in ORS 67.290 (4), (5), (6) or (7);
(h) Choose a governing law not permitted under ORS 67.046 (1) or vary the application of this state’s law with respect to a limited liability partnership or a foreign limited liability partnership pursuant to ORS 67.046 (2) or (3); or
(i) Restrict rights of third parties under this chapter. [Formerly 67.015]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.044 - Supplemental principles of law.

(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(2) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in ORS 82.010. [Formerly 67.020]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.046 - Governing law.

(1) Except as otherwise provided in subsections (2) and (3) of this section, the relations among the partners and between the partners and the partnership and the liability of the partners for obligations of the partnership are governed by:
(a) The law of the state chosen by the partners to govern if that state bears a reasonable relation to the partners or to the partnership business and affairs; or
(b) If the partners do not choose a governing law under paragraph (a) of this subsection, the law of the state in which the partnership has its principal office from which the partnership conducts its business.
(2) With respect to a limited liability partnership, the law of this state governs the relations among the partners and between the partners and the partnership, and the liability of the partners for obligations of the limited liability partnership.
(3) With respect to a foreign limited liability partnership:
(a) The laws of the state or other jurisdiction under which a foreign limited liability partnership is formed governs the internal affairs of the partnership and the relations among the partners and between the partners and the partnership;
(b) Except as provided in paragraph (c) of this subsection, the liability of a partner of a foreign limited liability partnership for the obligations of the foreign limited liability partnership arising in this state shall be the same as the liability of a partner of a limited liability partnership under ORS 67.105 for the obligations of the limited liability partnership; and
(c) The partners of a foreign limited liability partnership who are professionals who hold licenses to render professional service in this state and who practice more than incidentally in this state shall be personally liable in their capacity as partners to the same extent and in the same manner as provided for shareholders of a foreign professional corporation under ORS 58.185 and 58.187 and as otherwise provided in this chapter. [Formerly 67.025]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.050 - Partnership as entity.

(1) A partnership is an entity distinct from its partners.
(2) A limited liability partnership continues to be the same entity that existed before the filing of a registration under ORS 67.603 and remains the same entity if its registration ceases. [1997 c.775 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.055 - Creation of partnership.

(1) Except as otherwise provided in subsection (3) of this section, the association of two or more persons to carry on as co-owners a business for profit creates a partnership, whether or not the persons intend to create a partnership.
(2) A partnership may be created under this chapter, a predecessor statute or a comparable law of another jurisdiction.
(3) An association or entity created under a law other than the laws described in subsection (2) of this section is not a partnership.
(4) In determining whether a partnership is created, the following rules apply:
(a) Factors indicating that persons have created a partnership include:
(A) Their receipt of or right to receive a share of profits of the business;
(B) Their expression of an intent to be partners in the business;
(C) Their participation or right to participate in control of the business;
(D) Their sharing or agreeing to share losses of the business or liability for claims by third parties against the business; and
(E) Their contributing or agreeing to contribute money or property to the business.
(b) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself create a partnership, even if the co-owners share profits made by the use of the property.
(c) The sharing of gross returns does not by itself create a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(d) It is a rebuttable presumption that a person who receives a share of the profits of a business is a partner in the business, unless the profits were received in payment of:
(A) A debt by installments or otherwise;
(B) Wages or other compensation to an employee or independent contractor;
(C) Rent;
(D) Amounts owing to a former partner, a beneficiary, representative or designee of a deceased partner or a partner with a disability, or a transferee of a partnership interest;
(E) Interest or other charge on a loan, whether or not the amount of payment varies with the profits of the business, and whether or not the loan agreement or instrument includes a direct or indirect present or future ownership interest in collateral or rights to income, proceeds or increase in value derived from collateral; or
(F) Consideration for the sale of a business, including goodwill, or other property by installments or otherwise.
(e) An agreement to share losses by the owners of a business is not necessary to create a partnership. [1997 c.775 §7; 2007 c.70 §16]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.065 - When property is partnership property.

(1) Property is partnership property if acquired in the name of:
(a) The partnership; or
(b) One or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(2) Property is acquired in the name of the partnership by a transfer to:
(a) The partnership in its name; or
(b) One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(3) It is a rebuttable presumption that property is partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership.
(4) It is a rebuttable presumption that property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person’s capacity as a partner or of the existence of a partnership and without use of partnership assets, is separate property, even if used for partnership purposes. [1997 c.775 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.090 - Partner agent of partnership.

(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the name of the partnership, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner that is not for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership, binds the partnership only if the act was authorized by the other partners. [1997 c.775 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.095 - Transfer of partnership property.

(1) Partnership property may be transferred as follows:
(a) Partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the name of the partnership.
(b) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(c) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(2) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under ORS 67.090 and:
(a) As to a subsequent transferee who gave value for property transferred under subsection (1)(a) and (b) of this section, proves that prior to the transfer to the subsequent transferee, the subsequent transferee knew or had received a notification that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(b) As to a transferee who gave value for property transferred under subsection (1)(c) of this section, proves that prior to the transfer to the transferee, the transferee knew or had received a notification that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(3) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property.
(4) If a person holds all the partners’ interests in the partnership, all the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document. [1997 c.775 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.100 - Partnership liable for partner’s actionable conduct.

(1) A partnership is liable for loss or injury caused to a person, including a partner, or for a penalty incurred as a result of a wrongful act or omission or other actionable conduct of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(2) If, in the course of the partnership’s business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable to such person for the loss. [1997 c.775 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.105 - Partner’s liability.

(1) Except as otherwise provided in this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(2) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person’s admission as a partner.
(3)(a) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of indemnification, contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner.
(b) Notwithstanding paragraph (a) of this subsection, a partner of a limited liability partnership shall continue to be liable for any obligation of the partnership for which the partner was liable before the partnership became a limited liability partnership.
(c) Nothing in this subsection shall in any way affect or impair the ability of a partner to be released from any such obligation. This subsection applies to a partner’s liability notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under ORS 67.600 (3).
(4) Notwithstanding subsection (3) of this section, the partners of a limited liability partnership who are professionals shall be personally liable in their capacity as partners to the same extent and in the same manner as provided for shareholders of a domestic professional corporation under ORS 58.185 and 58.187 and as otherwise provided in this chapter. [1997 c.775 §14]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.110 - Actions by and against partnership and partners.

(1) A partnership may sue and be sued in the name of the partnership.
(2) An action may be brought against the partnership and, to the extent not inconsistent with ORS 67.105, any or all of the partners in the same action or in separate actions.
(3) A judgment against a partnership is not by itself a judgment against a partner.
(4) Except as provided by subsection (5) of this section, a creditor may proceed against one or more partners or their property to satisfy a judgment based on a claim that could have been successfully asserted against the partnership only if:
(a) The partner is personally liable for the claim under ORS 67.105;
(b) A judgment is also obtained against the partner; and
(c) A judgment based on the same claim is obtained against the partnership that:
(A) Has not been reversed or vacated; and
(B) Remains unsatisfied for 90 days after:
(i) The date of entry of the judgment; or
(ii) The date of expiration or termination of the stay, if the judgment is contested by appropriate proceedings and execution on the judgment has been stayed.
(5) Subsection (4) of this section does not prohibit a creditor from proceeding directly against one or more partners who are personally liable for the claim under ORS 67.105 or against their property without first seeking satisfaction from partnership property if:
(a) The partnership is a debtor in bankruptcy;
(b) The creditor and the partnership agreed that the creditor is not required to comply with subsection (4) of this section;
(c) A court orders otherwise, based on a finding that partnership property subject to execution within the state is clearly insufficient to satisfy the judgment or that compliance with subsection (4) of this section is excessively burdensome; or
(d) Liability is imposed on the partner by law or contract independently of the person’s status as a partner. [1997 c.775 §15]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.115 - Liability of purported partner.

(1) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made if that person relying on the false representation enters into a transaction with the actual or purported partnership. If the false representation is made in a public manner, the purported partner is liable to a person who relies upon it even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(2) A person falsely represented to be a partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(3) Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners to each other are not liable as partners to other persons. [1997 c.775 §16]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.140 - Partner’s rights and duties.

(1) Each partner is deemed to have an account that is:
(a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner’s share of the partnership profits; and
(b) Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.
(2) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.
(3) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(4) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(5) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance.
(6) Except as otherwise provided in subsection (5) of this section, a partner shall not receive interest on the amount of capital contributed to the partnership.
(7) Each partner has equal rights in the management and conduct of the partnership business.
(8) A partner may use or possess partnership property only on behalf of the partnership.
(9) A partner is not entitled to remuneration for services performed for the partnership except for reasonable compensation for services rendered in winding up the business of the partnership.
(10) A person may become a partner only with the consent of all the partners.
(11) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.
(12) A written partnership agreement may establish classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights, and may provide for the future creation of additional classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights. The rights, powers or duties of a class or group of partners may be senior to those of one or more existing classes or groups of partners.
(13) This section does not affect the obligations of a partnership to other persons under ORS 67.090. [1997 c.775 §17]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.150 - Partner’s rights and duties with respect to information.

(1) A partnership shall keep its books and records, if any, at its principal office from which the partnership conducts its business.
(2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge covering the costs of labor and material for copies of documents furnished.
(3) Each partner, to the extent of the partner’s knowledge or possession of information, and the partnership shall furnish to a partner and to the legal representative of a deceased partner or partner under legal disability:
(a) Without demand, any information concerning the partnership’s business and affairs reasonably required for the proper exercise of the partner’s rights and duties under the partnership agreement or under this chapter; and
(b) On demand, any other information concerning the partnership’s business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. [1997 c.775 §19]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 067 - Partnerships; Limited Liability Partnerships › Section 67.155 - General standards of partner’s conduct.

(1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section.
(2) A partner’s duty of loyalty to the partnership and the other partners includes the following:
(a) To account to the partnership and hold for it any property, profit or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(b) Except as provided in subsections (5) and (6) of this section, to refrain from dealing with the partnership in a manner adverse to the partnership and to refrain from representing a person with an interest adverse to the partnership, in the conduct or winding up of the partnership business; and
(c) To refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(3) A partner’s duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct or a knowing violation of law.
(4) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistent with the obligation of good faith and fair dealing.
(5) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner’s conduct furthers the partner’s own interest.
(6) A partner may lend money to or transact other business with the partnership, provided that any loan or transaction between a partner and the partnership must be:
(a) Fair to the partnership;
(b) Authorized by the partnership agreement; or
(c) Authorized or ratified by a majority of the disinterested partners or by a number or percentage of partners specified in the partnership agreement, after full disclosure of all material facts.
(7) Loans and other transactions between the partnership and a partner are binding on the parties in the same manner as transactions between the partnership and persons who are not partners, subject to other applicable law.
(8) This section also applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner. [1997 c.775 §20]