2007 Oregon Code - Chapter 67 :: Chapter 67 - Partnerships - Limited Liability Partnerships
Chapter 67 Partnerships;
Limited Liability Partnerships
2007 EDITION
PARTNERSHIPS; LIMITED LIABILITY PARTNERSHIPS
CORPORATIONS AND PARTNERSHIPS
GENERAL PROVISIONS
67.005 Definitions
PARTNERSHIPS
67.010 Knowledge
and notice
67.015 Effect
of partnership agreement; non- waivable provisions
67.020 Supplemental
principles of law
67.025 Governing
law
(Nature of Partnership)
67.050 Partnership
as entity
67.055 Creation
of partnership
67.060 Partnership
property
67.065 When
property is partnership property
67.070 General
powers of a partnership
(Relations of Partners to Persons Dealing
With Partnership)
67.090 Partner
agent of partnership
67.095 Transfer
of partnership property
67.100 Partnership
liable for partners actionable conduct
67.105 Partners
liability
67.110 Actions
by and against partnership and partners
67.115 Liability
of purported partner
(Relations of Partners to Each Other and to
Partnership)
67.140 Partners
rights and duties
67.145 Distributions
in kind
67.150 Partners
rights and duties with respect to information
67.155 General
standards of partners conduct
67.160 Actions
by partnership and partners
67.165 Continuation
of partnership beyond definite term or particular undertaking
(Transferees and Creditors of Partner)
67.190 Partner
not co-owner of partnership property
67.195 Partners
transferable interest in partnership
67.200 Transfer
of whole or part of partners transferable interest
67.205 Partners
transferable interest subject to charging order
(Partners Dissociation)
67.220 Events
causing partners dissociation
67.225 Partners
power to dissociate; wrongful dissociation
67.230 Effect
of partners dissociation
(Partners Dissociation When Business Not
Wound Up)
67.250 Purchase
of dissociated partners interest
67.255 Dissociated
partners power to bind and liability to partnership
67.260 Dissociated
partners liability to other persons
67.265 Continued
use of partnership name
(Winding Up Partnership Business)
67.290 Events
causing dissolution and winding up of partnership business
67.295 Partnership
continues after dissolution
67.300 Right
to wind up partnership business
67.305 Partners
power to bind partnership after dissolution
67.310 Partners
liability to other partners after dissolution
67.315 Settlement
of accounts and contributions among partners
(Conversions and Mergers)
67.340 Definitions
for ORS 67.340 to 67.365
67.342 Conversion
67.344 Action
on plan of conversion
67.346 Articles
of conversion
67.348 Effect
of conversion; entity existence continues; assumed business name
67.360 Merger
67.362 Action
on plan of merger
67.364 Articles
of merger
67.365 Effect
of merger
LIMITED LIABILITY PARTNERSHIPS
(General Provisions)
67.500 Eligibility
for registration as a limited liability partnership; required vote
(Filing Documents)
67.520 Filing
requirements
67.525 Filing,
service, copying and certification fees
67.530 Effective
time and date of document
67.535 Filing
duty of Secretary of State
67.540 Appeal
from actions of Secretary of State
67.545 Evidentiary
effect of copy of filed document
67.550 Certificate
of existence or authorization
(Secretary of State)
67.570 Powers
(Registration)
67.590 Application
for registration; effective date; duration of status as limited liability
partnership
67.595 Cancellation
of registration; effect
(Partnership Powers)
67.610 Effect
of changes in partnership on limited liability partnership status and liability
of partners; amendment of application for registration
67.615 Distributions
to partners
(Name)
67.625
Limited
liability partnership name
(Service of Process)
67.635 Service
of process on limited liability partnership
(Annual Report)
67.645 Annual
report
(Administrative Revocation)
67.655 Grounds
for administrative revocation
67.660 Procedure
for and effect of administrative revocation
67.665 Reinstatement
following administrative revocation
67.670 Appeal
from denial of reinstatement
(Interstate Application)
67.680 Interstate
application
FOREIGN LIMITED LIABILITY PARTNERSHIPS
(Authority to Transact Business)
67.700 Authority
to transact business
67.705 Consequences
of transacting business without authority
67.710 Application
for authority to transact business; effective date of authorization
67.715 Amendment
to application for authority
67.720 Limitations
applicable to foreign limited liability partnerships
(Name)
67.730 Name
of foreign limited liability partnership
(Withdrawal)
67.740 Withdrawal
of foreign limited liability partnership
(Revocation)
67.750 Grounds
for revocation
67.755 Procedure
for and effect of revocation
67.760 Appeal
from revocation
67.765 Reinstatement
of authority
67.770
Action
by Attorney General
MISCELLANEOUS
67.800 Uniformity
of application and construction
67.805 Severability
67.810 Partnership
subject to amendment or repeal of chapter
67.815 Short
title
GENERAL PROVISIONS
67.005
Definitions. As used in this
chapter:
(1) Business includes every trade,
occupation, profession and commercial activity.
(2) Debtor in bankruptcy means a person
who is the subject of:
(a) An order for relief under Title 11 of
the United States Code or a comparable order under a successor statute of
general application; or
(b) A comparable order under federal,
state or foreign law governing insolvency.
(3) Dissociated partner means a partner
with respect to whom an event specified in ORS 67.220 has occurred.
(4) Distribution means a transfer of
money or other property from a partnership to a partner in the partners
capacity as a partner or to the partners transferee.
(5) Foreign limited liability partnership
means a partnership that:
(a) Is formed under laws other than the
law of this state; and
(b) Has the status of a limited liability
partnership under those laws.
(6) Limited liability partnership means
a partnership that has registered under ORS 67.590, and has not registered or
qualified in any other jurisdiction other than as a foreign limited liability
partnership.
(7) Partnership means an association of
two or more persons to carry on as co-owners a business for profit created
under ORS 67.055, predecessor law, or comparable law of another jurisdiction. A
partnership includes a limited liability partnership.
(8) Partnership agreement means the
agreement, whether written, oral or implied, among the partners concerning the
partnership, including amendments to the partnership agreement.
(9) Partnership at will means a
partnership in which the partners have not agreed to remain partners until the
expiration of a definite term or the completion of a particular undertaking.
(10) Partnership interest or partners
interest in the partnership means all of a partners interests in the
partnership, including the partners transferable interest and all management
and other rights.
(11) Person means an individual,
corporation, business trust, estate, trust, partnership, limited liability
company, association, joint venture, government, governmental subdivision,
agency, instrumentality or any other legal or commercial entity.
(12) Professional means:
(a) Accountants licensed under ORS 673.010
to 673.457 or the laws of another state;
(b) Architects licensed under ORS 671.010
to 671.220 or the laws of another state;
(c) Attorneys licensed under ORS 9.005 to
9.755 or the laws of another state;
(d) Chiropractors licensed under ORS
chapter 684 or the laws of another state;
(e) Dentists licensed under ORS chapter
679 or the laws of another state;
(f) Landscape architects licensed under
ORS 671.310 to 671.459 or the laws of another state;
(g) Naturopaths licensed under ORS chapter
685 or the laws of another state;
(h) Nurse practitioners licensed under ORS
678.010 to 678.410 or the laws of another state;
(i) Psychologists licensed under ORS
675.010 to 675.150 or the laws of another state;
(j) Physicians licensed under ORS chapter
677 or the laws of another state;
(k) Podiatrists licensed under ORS chapter
677 or the laws of another state;
(L) Radiologic technologists licensed
under ORS 688.405 to 688.605 or the laws of another state;
(m) Real estate appraisers licensed under
ORS chapter 674 or the laws of another state; and
(n) Other persons providing to the public
types of personal service or services substantially similar to those listed in
paragraphs (a) to (m) of this subsection that may be lawfully rendered only
pursuant to a license.
(13) Professional service means the
service rendered by a professional.
(14) Property means all property, real,
personal or mixed, tangible or intangible, or any interest therein.
(15) State means a state of the
(16) Transfer includes an assignment,
conveyance, lease, mortgage, deed, encumbrance, creation of a security interest
and any other disposition.
(17) Transferable interest of a partner
in the partnership means the partners share of the profits and losses of the
partnership and the partners right to receive distributions. [1997 c.775 §1;
2003 c.14 §25]
PARTNERSHIPS
67.010
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 persons attention; or
(b) Is addressed to the person and is duly
delivered at the persons 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 individuals attention if the person had exercised reasonable diligence.
(6) A partners 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. [1997 c.775 §2]
67.015
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)
of this Act 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 67.025 (1) or vary the application of this states law with respect
to a limited liability partnership or a foreign limited liability partnership
pursuant to ORS 67.025 (2) or (3); or
(i) Restrict rights of third parties under
this chapter. [1997 c.775 §3]
67.020
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. [1997 c.775 §4]
67.025
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. [1997 c.775 §5]
(Nature of
Partnership)
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 67.590 and remains the same entity if its registration
ceases. [1997 c.775 §6]
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]
67.060
Partnership property.
Property acquired by a partnership is property of the partnership and not of
the partners individually. [1997 c.775 §8]
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 persons
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 persons
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 persons
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]
67.070
General powers of a partnership. Unless restricted by applicable law, a partnership has the same powers
as an individual to do all things necessary or convenient to carry on its
business and affairs. [1997 c.775 §10]
(Relations of
Partners to Persons Dealing With Partnership)
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]
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]
67.100
Partnership liable for partners 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 partnerships
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]
67.105
Partners 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 persons 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 partners liability notwithstanding
anything inconsistent in the partnership agreement that existed immediately
before the vote required to become a limited liability partnership under ORS
67.500 (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]
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 persons status as a partner. [1997 c.775 §15]
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]
(Relations of
Partners to Each Other and to Partnership)
67.140
Partners 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 partners 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 partners
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 partners 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]
67.145
Distributions in kind. A
partner has no right to receive, and may not be required to accept, a
distribution in kind. [1997 c.775 §18]
67.150
Partners 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
partners 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 partnerships business and affairs reasonably required for the
proper exercise of the partners rights and duties under the partnership
agreement or under this chapter; and
(b) On demand, any other information
concerning the partnerships 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]
67.155
General standards of partners 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 partners 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 partners 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 partners conduct furthers the partners 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]
67.160
Actions by partnership and partners. (1) A partner is liable to a partnership and the other partners for a
breach of the partnership agreement or for a violation of a duty to the
partnership or the other partners under this chapter.
(2) A partnership may maintain an action
against a partner for a breach of the partnership agreement or for the
violation of a duty to the partnership.
(3) A partner may maintain an action
against the partnership or another partner for legal or equitable relief, with
or without an accounting as to partnership business, to:
(a) Enforce the partners rights under the
partnership agreement;
(b) Enforce the partners rights under
this chapter, including:
(A) The partners rights under ORS 67.140,
67.150 or 67.155;
(B) The partners right on dissociation to
have the partners interest in the partnership purchased pursuant to ORS 67.250
or enforce any other right under ORS 67.220 to 67.265; or
(C) The partners right to compel a
dissolution and winding up of the partnership business under ORS 67.290 or
enforce any other right under ORS 67.290 to 67.315; or
(c) Enforce the rights and otherwise
protect the interests of the partner, including rights and interests arising
independently of the partnership relationship.
(4) The accrual of and any time limitation
on a right of action for a remedy under this section is governed by other law.
A right to an accounting upon a dissolution and winding up does not revive a
claim barred by law. [1997 c.775 §21]
67.165
Continuation of partnership beyond definite term or particular undertaking. (1) If a partnership for a definite term or
particular undertaking is continued without an express agreement after the
expiration of the term or completion of the undertaking, the rights and duties
of the partners remain the same as they were at the expiration or completion so
far as is consistent with a partnership at will.
(2) If the partners, or those of them who
habitually acted in the business during the term or undertaking, continue the
business without any settlement or liquidation of the partnership and all
partners have notice of such continuation, there is a rebuttable presumption
that the partners have agreed that the partnership will continue. [1997 c.775 §22]
(Transferees
and Creditors of Partner)
67.190
Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no
interest in partnership property that can be transferred either voluntarily or
involuntarily. [1997 c.775 §23]
67.195
Partners transferable interest in partnership. The only transferable interest of a partner
in the partnership is the partners share of the profits and losses of the
partnership and the partners right to receive distributions. The interest is
personal property. [1997 c.775 §24]
67.200
Transfer of whole or part of partners transferable interest. (1) A transfer, in whole or in part, of a
partners transferable interest in the partnership:
(a) Is permissible;
(b) Does not by itself cause the partners
dissociation or a dissolution and winding up of the partnership business; and
(c) Does not, as against the other
partners or the partnership, entitle the transferee, during the continuance of
the partnership, to participate in the management or conduct of the partnership
business, to require access to information concerning partnership transactions
or to inspect or copy the partnership books or records.
(2) A transferee of a partners
transferable interest in the partnership has a right:
(a) To receive, in accordance with the
transfer, distributions to which the transferor would otherwise be entitled;
(b) To receive upon the dissolution and
winding up of the partnership business, in accordance with the transfer, the
net amount otherwise distributable to the transferor; and
(c) To seek under ORS 67.290 (6) a
judicial determination that it is equitable to wind up the partnership
business.
(3) In a dissolution and winding up, a
transferee is entitled to an account of partnership transactions only from the
date of the latest account agreed to by all the partners.
(4) Upon transfer, the transferor retains
the rights and duties of a partner other than the transferred interest in
profits and losses of the partnership and the right to receive distributions.
(5) A partnership need not give effect to
a transferees rights under this section until it has notice of the transfer.
Upon request, a transferee must furnish to the partnership reasonable proof of
the transfer.
(6) A transfer of a partners transferable
interest in the partnership in violation of a restriction on transfer contained
in the partnership agreement is ineffective as to a person having notice of the
restriction at the time of transfer. [1997 c.775 §25]
67.205
Partners transferable interest subject to charging order. (1) On application by a judgment creditor of
a partner or of a partners transferee, a court having jurisdiction may charge
the transferable interest of the judgment debtor to satisfy the judgment. The
court may appoint a receiver of the share of the distributions due or to become
due to the judgment debtor in respect of the partnership and make all other
orders, directions, accounts and inquiries the judgment debtor might have made
or that the circumstances of the case may require.
(2) A charging order constitutes a lien on
the judgment debtors transferable interest in the partnership. The court may
order a foreclosure of the interest subject to the charging order at any time.
The purchaser at the foreclosure sale has the rights of a transferee.
(3) At any time before foreclosure, an
interest charged may be redeemed:
(a) By the judgment debtor;
(b) With property other than partnership
property, by one or more of the other partners; or
(c) With partnership property, by one or
more of the other partners with the consent of all the partners whose interests
are not so charged.
(4) This chapter does not deprive a
partner of a right under exemption laws with respect to the partners interest
in the partnership.
(5) This section provides the exclusive remedy
by which a judgment creditor of a partner or partners transferee may satisfy a
judgment out of the judgment debtors transferable interest in the partnership.
[1997 c.775 §26]
(Partners
Dissociation)
67.220
Events causing partners dissociation. A partner is dissociated from a partnership upon the occurrence of any
of the following events:
(1) The partnerships having notice of the
partners express will to withdraw as a partner or on a later date specified by
the partner;
(2) An event agreed to in the partnership
agreement as causing the partners dissociation;
(3) The partners expulsion pursuant to
the partnership agreement;
(4) The partners expulsion by the
unanimous vote of the other partners if:
(a) It is unlawful to carry on the partnership
business with that partner;
(b) There has been a transfer of all or
substantially all of that partners transferable interest in the partnership,
other than a transfer for security purposes that has not been foreclosed or a
court order charging the partners interest that has not been foreclosed;
(c) Within 90 days after the partnership
notifies a corporation that is a partner that it will be expelled because it
has filed articles of dissolution or the equivalent, has been administratively
dissolved or has had its right to conduct business suspended by the
jurisdiction of its incorporation, there is no revocation of the articles of
dissolution or the administrative dissolution or no reinstatement of its right
to conduct business;
(d) Within 90 days after the partnership
notifies a limited liability company that is a partner that it will be expelled
because it has filed articles of dissolution or the equivalent, has been
administratively dissolved or has had its right to conduct business suspended by
the jurisdiction of its organization, there is no revocation of the articles of
dissolution or the administrative dissolution or no reinstatement of its right
to conduct business;
(e) Within 90 days after the partnership
notifies a limited partnership that is a partner that it will be expelled
because it has filed a certificate of cancellation or the equivalent, has been
administratively inactivated or has had its right to conduct business suspended
by the jurisdiction of its organization, there is no revocation of the
certificate of cancellation or the administrative inactivation or no
reinstatement of its right to conduct business; or
(f) A partnership that is a partner has
been dissolved and its business is being wound up;
(5) On application by the partnership or
another partner, the partners expulsion by judicial determination because:
(a) The partner engaged in wrongful
conduct that adversely and materially affected the partnership business;
(b) The partner willfully or persistently
committed a material breach of the partnership agreement or of a duty owed to
the partnership or the other partners under ORS 67.155; or
(c) The partner engaged in conduct
relating to the partnership business which makes it not reasonably practicable
to carry on the business in partnership with the partner;
(6) The partner is:
(a) Becoming a debtor in bankruptcy;
(b) Executing an assignment for the
benefit of creditors;
(c) Seeking, consenting to or acquiescing
in the appointment of a trustee, receiver or liquidator of that partner or of
all or substantially all of that partners property; or
(d) Failing, within 90 days after the
appointment, to have vacated or stayed the appointment of a trustee, receiver
or liquidator of the partner or of all or substantially all of the partners
property obtained without the partners consent or acquiescence, or failing
within 90 days after the expiration of a stay to have the appointment vacated;
(7) In the case of a partner who is an
individual:
(a) The partners death;
(b) The appointment of a guardian or
general conservator for the partner; or
(c) A judicial determination that the
partner has otherwise become incapable of performing the partners duties under
the partnership agreement;
(8) In the case of a partner that is a
trust or is acting as a partner by virtue of being a trustee of a trust,
distribution of the trusts entire transferable interest in the partnership,
but not merely by reason of the substitution of a successor trustee;
(9) In the case of a partner that is an
estate or is acting as a partner by virtue of being a personal representative
of an estate, distribution of the estates entire transferable interest in the
partnership, but not merely by reason of the substitution of a successor
personal representative; or
(10) Termination of the existence of a
partner who is not an individual, partnership, limited partnership, limited
liability company, corporation, trust or estate. [1997 c.775 §27]
67.225
Partners power to dissociate; wrongful dissociation. (1) A partner has the power to dissociate at
any time, rightfully or wrongfully, by express will pursuant to ORS 67.220 (1).
(2) A partners dissociation is wrongful
only if:
(a) The dissociation is in breach of an
express provision of the partnership agreement; or
(b) In the case of a partnership for a
definite term or particular undertaking, before the expiration of the term or
the completion of the undertaking:
(A) The partner withdraws by express will,
unless the withdrawal follows within 90 days after another partners
dissociation under ORS 67.220 (3) to (10) or wrongful dissociation under this
subsection;
(B) The partner is expelled by judicial
determination under ORS 67.220 (5);
(C) The partner is dissociated by becoming
a debtor in bankruptcy; or
(D) In the case of a partner who is not an
individual, trust other than a business trust, or estate, the partner is
expelled or otherwise dissociated because it willfully dissolved or terminated.
(3) A partner who wrongfully dissociates
is liable to the partnership and to the other partners for damages caused by
the dissociation. The liability is in addition to any other obligation of the
partner to the partnership or to the other partners. [1997 c.775 §28]
67.230
Effect of partners dissociation. (1) If a partners dissociation results in a dissolution and winding
up of the partnership business, ORS 67.290 to 67.315 apply. If a partners
dissociation does not result in dissolution and winding up of the partnership
business, ORS 67.250 to 67.265 apply.
(2) Upon a partners dissociation:
(a) The partners right to participate in
the management and conduct of the partnership business terminates, except as
otherwise provided in ORS 67.300;
(b) The partners duty of loyalty under
ORS 67.155 (2)(c) terminates; and
(c) The partners duty of loyalty under
ORS 67.155 (2)(a) and (b) and duty of care under ORS 67.155 (3) continue only
with regard to matters arising and events occurring before the partners
dissociation, unless the partner participates in winding up the partnerships
business pursuant to ORS 67.300. [1997 c.775 §29]
(Partners
Dissociation When Business Not Wound Up)
67.250
Purchase of dissociated partners interest. (1) If a partner is dissociated from a partnership without resulting
in a dissolution and winding up of the partnership business under ORS 67.290,
the partnership shall cause the dissociated partners interest in the
partnership to be purchased for a buyout price determined pursuant to
subsection (2) of this section.
(2) The buyout price of a dissociated
partners interest is an amount equal to the fair value of the dissociated
partners interest in the partnership on the date of the dissociation. If the
dissociated partner has a minority interest in the partnership, the buyout price
of the dissociated partners interest shall not be discounted as a result of
such minority interest. Interest must be paid from the date of dissociation to
the date of payment.
(3) Damages for wrongful dissociation
under ORS 67.225 (2) and all other amounts owing, whether or not presently due,
from the dissociated partner to the partnership, must be offset against the
buyout price. Interest must be paid from the date the amount owed becomes due
to the date of payment.
(4) A partnership shall indemnify a
dissociated partner whose interest is being purchased against all partnership
liabilities, whether incurred before or after the dissociation, except
liabilities incurred by an act of the dissociated partner under ORS 67.255. On
application by the partnership or a partner made within 120 days after the date
of dissociation, a court may determine that indemnification of the dissociated
partner against all partnership liabilities incurred before the dissociation is
not equitable based on either:
(a) The financial condition of the
partnership on the date of dissociation; or
(b) The dissolution of the partnership
within 60 days after the date of dissociation.
(5) If no agreement for the purchase of a
dissociated partners interest is reached within 120 days after a written
demand for payment, the partnership shall pay, or cause to be paid, in cash to
the dissociated partner the amount the partnership estimates to be the buyout
price and accrued interest, reduced by any offsets and accrued interest under
subsection (3) of this section.
(6) If a deferred payment is authorized
under subsection (8) of this section, the partnership shall tender a written
offer to pay the amount it estimates to be the buyout price and accrued
interest, reduced by any offsets under subsection (3) of this section, stating
the time of payment and the other terms and conditions of the obligation.
(7) The payment or tender required by
subsection (5) or (6) of this section must be accompanied by the following:
(a) A statement of partnership assets and
liabilities as of the date of dissociation;
(b) The latest available partnership
balance sheet and income statement, if any;
(c) An explanation of how the estimated
amount of the payment was calculated; and
(d) Written notice that the payment is in
full satisfaction of the obligation to purchase unless, within 120 days after
the written notice, the dissociated partner commences an action to determine
the buyout price, any offsets under subsection (3) of this section or other
terms of the obligation to purchase.
(8) A partner who wrongfully dissociates
before the expiration of a definite term or the completion of a particular
undertaking is not entitled to payment of any portion of the buyout price until
the expiration of the term or completion of the undertaking, unless the partner
establishes to the satisfaction of the court that earlier payment will not
cause undue hardship to the business of the partnership. A deferred payment
bears interest but need not be secured unless the dissociated partner
demonstrates to the satisfaction of the court that security for the deferred
payment is appropriate.
(9) A dissociated partner may maintain an
action against the partnership, pursuant to ORS 67.160 (3)(b)(B), to determine
the buyout price of that partners interest, any offsets under subsection (3)
of this section or other terms of the obligation to purchase. The action must
be commenced within 120 days after the partnership has tendered payment or an
offer to pay, or within one year after written demand for payment if no payment
or offer to pay is tendered. The court shall determine the buyout price of the
dissociated partners interest and any offset due under subsection (3) of this
section and accrued interest, and enter judgment for any additional payment or
refund. If deferred payment is authorized under subsection (8) of this section,
the court shall also determine whether security for deferred payment is
appropriate and the other terms of the obligation to purchase. The court may
assess reasonable attorney fees and the fees and expenses of appraisers or
other experts for a party to the action, in amounts the court finds equitable,
against a party that the court finds acted arbitrarily, vexatiously or not in
good faith. The finding may be based on the partnerships failure to tender
payment or an offer to pay or to comply with subsection (7) of this section. [1997
c.775 §30]
67.255
Dissociated partners power to bind and liability to partnership. (1) If a partner dissociates without
resulting in a dissolution and winding up of the partnership business, the
partnership, including a converted or surviving business entity under ORS
67.340 to 67.365, is bound by an act of the dissociated partner only if:
(a) The act occurs within six months after
the date of dissociation;
(b) The act would have bound the
partnership under ORS 67.090 before dissociation;
(c) At the time of entering into the
transaction, the other party reasonably believed that the dissociated partner
was then a partner and did not have notice of the partners dissociation; and
(d) At the time of entering into the
transaction, the dissociation had not been advertised in a newspaper of general
circulation in the place, or in each place if more than one, at which the
partnership business is regularly carried on.
(2) A dissociated partner is liable to the
partnership for any damage caused to the partnership arising from an obligation
incurred by the dissociated partner after dissociation for which the
partnership is liable under subsection (1) of this section. [1997 c.775 §31;
1999 c.362 §51]
67.260
Dissociated partners liability to other persons. (1) A partners dissociation does not of
itself discharge the partners liability for a partnership obligation incurred
before dissociation. A dissociated partner is not liable for a partnership
obligation incurred after dissociation, except as otherwise provided in
subsection (2) of this section.
(2) A partner who dissociates without
resulting in a dissolution and winding up of the partnership business is liable
as a partner to the other party in a transaction entered into by the
partnership, or a converted or surviving business entity under ORS 67.340 to
67.365, within six months after the partners dissociation only if the partner
is personally liable for the obligation under ORS 67.105 and, at the time of
entering into the transaction:
(a) The other party reasonably believed
that the dissociated partner was then a partner;
(b) The other party did not have notice of
the partners dissociation; and
(c) The dissociation had not been
advertised in a newspaper of general circulation in the place, or in each place
if more than one, at which the partnership business is regularly carried on.
(3) By agreement with the partnership
creditor and the partners continuing the business, a dissociated partner may be
released from liability for a partnership obligation.
(4) A dissociated partner is released from
liability for a partnership obligation if a partnership creditor, with notice
of the partners dissociation but without the partners consent, agrees to a
material alteration in the nature or time of payment of a partnership
obligation. [1997 c.775 §32; 1999 c.362 §52]
67.265
Continued use of partnership name. Continued use of a partnership name, or a dissociated partners name
as part thereof, by partners continuing the business does not of itself make
the dissociated partner liable for an obligation of the partners or the
partnership continuing the business. [1997 c.775 §33]
(Winding Up
Partnership Business)
67.290
Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business
must be wound up, only upon the occurrence of any of the following events:
(1) In a partnership at will, the express
will of a majority of the partners, excluding any dissociated partner;
(2) In a partnership for a definite term
or particular undertaking:
(a) The express will of all the partners,
excluding any dissociated partner, to wind up the partnership business; or
(b) The expiration of the term or the
completion of the undertaking;
(3) An event agreed to in the partnership
agreement resulting in the winding up of the partnership business;
(4) An event that makes it unlawful for
all or substantially all of the business of the partnership to be continued,
but a cure of illegality within 90 days after notice to the partnership of the
event is effective retroactively to the date of the event for purposes of this
section;
(5) On application by a partner, a judicial
determination that:
(a) The economic purpose of the
partnership is likely to be unreasonably frustrated;
(b) Another partner has engaged in conduct
relating to the partnership business that makes it not reasonably practicable
to carry on the business in partnership with that partner;
(c) It is not otherwise reasonably
practicable to carry on the partnership business in conformity with the
partnership agreement; or
(d) Other circumstances render a
dissolution of the partnership and a winding up of its business equitable;
(6) On application by a transferee of a
partners transferable interest, a judicial determination that it is equitable
to wind up the partnership business:
(a) After the expiration of the term or
completion of the undertaking, if the partnership was for a definite term or
particular undertaking at the time of the transfer or entry of the charging
order that gave rise to the transfer; or
(b) At any time, if the partnership was a
partnership at will at the time of the transfer or entry of the charging order
that gave rise to the transfer; or
(7) There are no longer two or more
partners carrying on as co-owners the business of the partnership for profit. [1997
c.775 §34]
67.295
Partnership continues after dissolution. (1) Subject to subsection (2) of this section, a partnership continues
after dissolution only for the purpose of winding up its business. The
partnership is terminated when the winding up of its business is completed.
(2) At any time after the dissolution of a
partnership and before the winding up of its business is completed, all the
partners, excluding any dissociated partner, may waive the right to have the
partnerships business wound up and the partnership terminated. In that event:
(a) The partnership resumes carrying on
its business as if dissolution had never occurred, and any liability incurred
by the partnership or a partner after the dissolution and before the waiver is
determined as if dissolution had never occurred; and
(b) The rights of a third party accruing
under ORS 67.305 (1) or arising out of conduct in reliance on the dissolution
before the third party knew or received a notification of the waiver may not be
adversely affected. [1997 c.775 §35]
67.300
Right to wind up partnership business. (1) After dissolution, a partner who has not wrongfully dissociated
may participate in winding up the partnerships business, but on application of
any partner, partners legal representative or transferee, the circuit court,
for good cause shown, may order judicial supervision of the winding up.
(2) The legal representative of the last
surviving partner may wind up a partnerships business.
(3) A person winding up a partnerships
business may preserve the partnership business or property as a going concern
for a reasonable time, prosecute and defend actions and proceedings, whether
civil, criminal, or administrative, settle and close the partnerships
business, dispose of and transfer the partnerships property, discharge the
partnerships liabilities, distribute the assets of the partnership pursuant to
ORS 67.315, settle disputes by mediation, arbitration or otherwise, and perform
other necessary acts. [1997 c.775 §36]
67.305
Partners power to bind partnership after dissolution. A partnership is bound by a partners act
after dissolution that:
(1) Is appropriate for winding up the
partnership business; or
(2) Would have bound the partnership under
ORS 67.090 before dissolution, if:
(a) The other party to the transaction did
not have notice of the dissolution; and
(b) The dissolution had not been
advertised in a newspaper of general circulation in the place, or in each place
if more than one, at which the partnership business is regularly carried on. [1997
c.775 §37]
67.310
Partners liability to other partners after dissolution. (1) Except as otherwise provided in
subsection (2) of this section and ORS 67.105, after dissolution a partner is
liable to the other partners for the partners share of any partnership
liability incurred under ORS 67.305.
(2) A partner who, with knowledge of the
dissolution, incurs a partnership liability under ORS 67.305 (2) by an act that
is not appropriate for winding up the partnership business is liable to the
partnership for any damage caused to the partnership arising from the
liability. [1997 c.775 §38]
67.315
Settlement of accounts and contributions among partners. (1) In winding up a partnerships business,
the assets of the partnership, including the contributions of the partners
required by this section, must be applied to discharge its obligations to
creditors, including, to the extent permitted by law, partners who are
creditors. Any surplus must be applied to pay in cash the net amount
distributable to partners in accordance with their right to distributions under
subsection (2) of this section.
(2) Each partner is entitled to a
settlement of all partnership accounts upon winding up the partnership
business. In settling accounts among the partners, the profits and losses that
result from the liquidation of the partnership assets must be credited and
charged to the partners accounts. The partnership shall make a distribution to
a partner in an amount equal to any excess of the credits over the charges in
the partners account. A partner shall contribute to the partnership an amount
equal to any excess of the charges over the credits in the partners account,
but excluding from the calculation of such excess, charges attributable to an
obligation for which the partner is not personally liable under ORS 67.105.
(3) If a partner fails to contribute the
full amount the partner is personally obligated to contribute under subsection
(2) of this section, all the other partners shall contribute, in the
proportions in which those partners share partnership losses, the additional
amount necessary to satisfy the partnership obligations for which they are
personally liable under ORS 67.105. A partner or partners legal representative
may recover from the other partners any contributions the partner makes to the
extent the amount contributed exceeds that partners share of the partnership
obligations for which the partner is personally liable under ORS 67.105.
(4) After the settlement of accounts, each
partner shall contribute, in the proportion in which the partner shares
partnership losses, the amount necessary to satisfy partnership obligations
that were not known at the time of the settlement for which the partner is
personally liable under ORS 67.105.
(5) The estate of a deceased partner is
liable for the partners obligation to contribute to the partnership.
(6) An assignee for the benefit of
creditors of a partnership or a partner, or a person appointed by a court to
represent creditors of a partnership or a partner, may enforce a partners
obligation to contribute to the partnership. [1997 c.775 §39]
(Conversions
and Mergers)
67.340
Definitions for ORS 67.340 to 67.365. As used in ORS 67.340 to 67.365:
(1) Business entity means:
(a) Any of the following for-profit
entities:
(A) A professional corporation organized
under ORS chapter 58, predecessor law or comparable law of another
jurisdiction;
(B) A corporation organized under ORS
chapter 60, predecessor law or comparable law of another jurisdiction;
(C) A limited liability company organized
under ORS chapter 63 or comparable law of another jurisdiction;
(D) A partnership organized in Oregon
after January 1, 1998, or that is registered as a limited liability
partnership, or that has elected to be governed by this chapter, and a
partnership governed by law of another jurisdiction that expressly provides for
conversions and mergers; and
(E) A limited partnership organized under
ORS chapter 70, predecessor law or comparable law of another jurisdiction; and
(b) A cooperative organized under ORS
chapter 62, predecessor law or comparable law of another jurisdiction.
(2) General partner means a partner in a
partnership and a general partner in a limited partnership.
(3) Limited partner means a limited
partner in a limited partnership.
(4) Limited partnership means a limited
partnership created under ORS chapter 70, predecessor law or comparable law of
another jurisdiction.
(5) Organizational document means the
following for an
(a) In the case of a corporation,
professional corporation or cooperative, articles of incorporation;
(b) In the case of a limited liability
company, articles of organization;
(c) In the case of a partnership, a
partnership agreement and, for a limited liability partnership, its
registration; and
(d) In the case of a limited partnership,
a certificate of limited partnership.
(6) Owner means a:
(a) Shareholder of a corporation or of a
professional corporation;
(b) Member or shareholder of a
cooperative;
(c) Member of a limited liability company;
(d) Partner of a partnership; and
(e) Partner of a limited partnership.
(7) Partner includes both a general
partner and a limited partner. [1997 c.775 §40; 1999 c.362 §40; 2003 c.80 §28]
67.342
Conversion. (1) A business
entity other than a partnership may be converted to a partnership organized
under this chapter, and a partnership organized under this chapter may be
converted to another business entity organized under the laws of this state, if
conversion is permitted by the statutes governing the other business entity, by
approving a plan of conversion and filing articles of conversion. A partnership
organized under this chapter may be converted to a business entity organized
under the laws of another jurisdiction if:
(a) The conversion is permitted by the
laws of that jurisdiction;
(b) A plan of conversion is approved by
the converting partnership;
(c) Articles of conversion are filed in
this state;
(d) The converted business entity submits
an application to transact business as a foreign business entity of that type
to the Secretary of State for filing and meets all other requirements
prescribed under the laws of this state for authorization to transact business
as a foreign business entity of that type; and
(e) The partnership complies with any
requirements imposed under the laws of the other jurisdiction with respect to
the conversion.
(2) The plan of conversion shall set
forth:
(a) The name and type of the business
entity prior to conversion;
(b) The name and type of the business
entity after conversion;
(c) A summary of the material terms and
conditions of the conversion;
(d) The manner and basis of converting the
ownership interests of each owner into ownership interests or obligations of
the converted business entity or any other business entity, or into cash or
other property in whole or in part; and
(e) If the business entity after
conversion is not a partnership, any additional information required in the
organizational document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth
other provisions relating to the conversion. [1999 c.362 §42; 2001 c.315 §18;
2003 c.80 §22]
67.344
Action on plan of conversion.
(1) A plan of conversion shall be approved by each business entity that is a
party to the conversion, as follows:
(a) In the case of a partnership, by all
of the partners, unless a lesser vote is provided in the partnership agreement;
and
(b) In the case of a business entity other
than a partnership, as provided by the statutes governing that business entity.
(2) After a conversion is approved, and at
any time before articles of conversion are filed, the planned conversion may be
abandoned, subject to any contractual rights:
(a) By a partnership that planned to
convert to another business entity, in accordance with the procedure set forth
in the plan of conversion or, if none is set forth, by a vote of the partners;
and
(b) By a business entity other than a
partnership that planned to convert to a partnership, in accordance with the
procedure set forth in the plan of conversion or, if none is set forth, in the
manner permitted by the statutes governing that business entity. [1999 c.362 §43]
67.345 [1997 c.775 §41; repealed by 1999 c.362 §67]
67.346
Articles of conversion. (1)
After conversion is approved by the owners, the converting business entity
shall file articles of conversion, which shall state the name and type of
business entity prior to conversion, the name and type of business entity after
conversion and the names and addresses of at least two partners, and shall
include the plan of conversion.
(2) The conversion takes effect at the
later of the date and time determined pursuant to ORS 67.530 or the date and
time determined pursuant to the statutes governing the business entity that is
not a partnership. [1999 c.362 §44; 2001 c.315 §10]
67.348
Effect of conversion; entity existence continues; assumed business name. (1) When a conversion to or from a
partnership pursuant to ORS 67.342 takes effect:
(a) The business entity continues its
existence despite the conversion;
(b) Title to all real estate and other
property owned by the converting business entity is vested in the converted
business entity without reversion or impairment;
(c) All obligations of the converting
business entity, including, without limitation, contractual, tort, statutory
and administrative obligations, are obligations of the converted business
entity;
(d) An action or proceeding pending
against the converting business entity or its owners may be continued as if the
conversion had not occurred, or the converted business entity may be
substituted as a party to the action or proceeding;
(e) The ownership interests of each owner
that are to be converted into ownership interests or obligations of the
converted business entity or any other business entity, or into cash or other
property, are converted as provided in the plan of conversion;
(f) Liability of an owner for obligations
of the business entity, including, without limitation, contractual, tort,
statutory and administrative obligations, shall be determined:
(A) As to obligations incurred prior to
conversion, according to the laws applicable prior to conversion, except as
provided in paragraph (g) of this subsection; and
(B) As to obligations incurred after
conversion, according to the laws applicable after conversion, except as
provided in paragraph (h) of this subsection;
(g) If the converting business entity is a
partnership other than a limited liability partnership and its obligations
incurred before the conversion are not satisfied by the converted business
entity, the persons who were partners of the converting business entity
immediately before the effective date of the conversion shall contribute the
amount necessary to satisfy the converting business entitys obligations in the
manner provided in ORS 67.315 as if the converting business entity were
dissolved;
(h) If prior to conversion an owner of a
business entity was a partner of a partnership or general partner of a limited
partnership or a foreign limited partnership, and was personally liable for the
business entitys obligations, and after conversion is an owner normally
protected from personal liability, then such owner shall continue to be
personally liable for the business entitys obligations incurred during the 12
months following conversion, if the other party or parties to the transaction
reasonably believed that the owner would be personally liable and had not
received notice of the conversion; and
(i) The registrants of an assumed business
name that is used as the name of a partnership that is a converting business
entity shall file an application to cancel the registration under ORS chapter
648, and the converted business entity, if it intends to continue using the
name, shall file an assumed business name registration for the name under ORS
chapter 648.
(2) Owners of the business entity that
converted are entitled to the rights provided in the plan of conversion and:
(a) Any partner who did not vote in favor
of the conversion is deemed to have dissociated from the partnership effective
immediately before the conversion unless, within 60 days after the later of the
effective date of the conversion or the date the partner receives notice of the
conversion, the partner notifies the partnership of the partners desire not to
dissociate. A dissociation under this paragraph is not a wrongful withdrawal;
and
(b) In the case of owners of business
entities other than partnerships, the rights provided in the statutes
applicable to the business entity prior to conversion, including, without
limitation, any rights to dissent, to dissociate, to withdraw, to recover for
breach of any duty or obligation owed by the other owners, and to obtain an
appraisal or payment for the value of an owners interest. [1999 c.362 §45;
2001 c.315 §5]
67.350 [1997 c.775 §42; repealed by 1999 c.362 §67]
67.355 [1997 c.775 §43; repealed by 1999 c.362 §67]
67.360
Merger. (1) One or more
business entities may merge into a partnership organized under this chapter if
the merger is permitted by the statutes governing each other business entity
that is a party to the merger, a plan of merger is approved by each business
entity that is a party to the merger and articles of merger are filed. A
partnership organized under this chapter may be merged into a business entity
organized under the laws of this state or under the laws of another
jurisdiction if:
(a) The merger is permitted by the laws of
this state or by the laws of the other jurisdiction that govern the other
business entity;
(b) A plan of merger is approved by each
business entity that is a party to the merger;
(c) Articles of merger are filed in this
state; and
(d) The partnership complies with all
requirements imposed under the laws of this state and, if applicable, the laws
of the other jurisdiction with respect to the merger.
(2) The plan of merger shall set forth:
(a) The name and type of each business
entity planning to merge;
(b) The name and type of the business
entity that will survive;
(c) A summary of the material terms and
conditions of the merger;
(d) The manner and basis of converting the
ownership interests of each owner into ownership interests or obligations of
the surviving business entity or any other business entity, or into cash or
other property in whole or in part; and
(e) If any party is a business entity
other than a partnership, any additional information required for a merger by
the statutes governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the partnership
agreement of a partnership and, if applicable, its registration as a limited
liability partnership if the partnership is the surviving business entity; and
(b) Other provisions relating to the
merger. [1997 c.775 §44; 1999 c.362 §46; 2001 c.315 §19; 2003 c.80 §23]
67.362
Action on plan of merger.
(1) A plan of merger shall be approved by each business entity that is a party
to the merger, as follows:
(a) In the case of a partnership, by
unanimous vote of the partners, or by the number or percentage specified for
merger in its partnership agreement; and
(b) In the case of a business entity other
than a partnership, as provided by the statutes governing that business entity.
(2) After a merger is authorized, and at
any time before articles of merger are filed, the planned merger may be
abandoned, subject to any contractual rights:
(a) By the partnership, without further
action by the partners, in accordance with the procedure set forth in the plan
of merger or the partnership agreement; and
(b) By a party to the merger that is not a
partnership, in accordance with the procedure set forth in the plan of merger
or, if none is set forth, in the manner permitted by the statutes governing
that business entity. [1999 c.362 §47]
67.364
Articles of merger. (1)
After a plan of merger is approved by each business entity that is a party to
the merger, the surviving business entity shall deliver to the office of the
Secretary of State, for filing, articles of merger, except that no filing is
required if all of the parties to the merger are partnerships that have not
registered as limited liability partnerships. The articles of merger shall set
forth:
(a) The plan of merger; and
(b) A statement that the plan of merger
was duly authorized and approved by each business entity that is a party to the
merger in accordance with ORS 67.360.
(2) The merger takes effect on the later
of the date and time determined pursuant to ORS 67.530 or the date and time
determined pursuant to the statutes governing any party to the merger that is a
business entity other than a partnership. [1999 c.362 §48]
67.365
Effect of merger. (1) When a
merger involving a partnership takes effect:
(a) Every other business entity that is a
party to the merger merges into the surviving business entity, and the separate
existence of every other party ceases;
(b) The title to all real estate and other
property owned by each of the business entities that were parties to the merger
is vested in the surviving business entity without reversion or impairment;
(c) All obligations of each of the
business entities that were parties to the merger, including, without
limitation, contractual, tort, statutory and administrative obligations, are
obligations of the surviving business entity;
(d) An action or proceeding pending
against each of the business entities or its owners that were parties to the
merger may be continued as if the merger had not occurred, or the surviving
business entity may be substituted as a party to the action or proceeding;
(e) If a partnership is the surviving
business entity, its partnership agreement is amended to the extent provided in
the plan of merger;
(f) The shares or other ownership
interests of each partner or other owner that are to be converted into shares
or other ownership interests or obligations of the surviving business entity or
any other business entity, or into cash or other property, are converted as
provided in the plan of merger;
(g) Liability of an owner for obligations
of a business entity, including, without limitation, contractual, tort,
statutory and administrative obligations, shall be determined:
(A) As to obligations incurred prior to
merger, according to the laws applicable prior to merger, except as provided in
paragraph (h) of this subsection; and
(B) As to obligations incurred after
merger, according to the laws applicable after merger, except as provided in
paragraph (i) of this subsection;
(h) If a party to the merger is a
partnership other than a limited liability partnership and its obligations
incurred before the merger are not satisfied by the surviving business entity,
the persons who were partners of the merging partnership immediately before the
effective date of the merger shall contribute the amount necessary to satisfy
the merging business entitys obligation to the surviving business entity in
the manner provided in ORS 67.315 as if the merged party were dissolved; and
(i) If prior to merger an owner of a
business entity was a partner of a partnership or general partner of a limited
partnership or a foreign limited partnership, and was personally liable for the
business entitys obligations, and after merger is an owner normally protected
from personal liability, then such owner shall continue to be personally liable
for the business entitys obligations incurred during the 12 months following
merger, if the other party or parties to the transaction reasonably believed that
the owner would be personally liable and had not received notice of the merger.
(2) Owners of the business entity that
merged are entitled to the rights provided in the plan of merger and:
(a) Any partner who did not vote in favor
of the merger is deemed to have dissociated from the partnership effective
immediately before the merger unless, within 60 days after the later of the
effective date of the merger or the date the partner receives notice of the
merger, the partner notifies the partnership of the partners desire not to
dissociate. A dissociation under this paragraph is not a wrongful withdrawal;
and
(b) In the case of owners of business
entities other than partnerships, the rights provided in the statutes
applicable to the business entity prior to merger, including, without
limitation, any rights to dissent, to dissociate, to withdraw, to recover for
breach of any duty or obligation owed by the other owners, and to obtain an
appraisal or payment for the value of an owners interest.
(3) The registration of an assumed
business name of a business entity under ORS chapter 648 shall not be affected
by the merger. [1997 c.775 §45; 1999 c.362 §49]
67.370 [1997 c.775 §46; repealed by 1999 c.362 §67]
LIMITED
LIABILITY PARTNERSHIPS
(General
Provisions)
67.500
Eligibility for registration as a limited liability partnership; required vote. (1) Notwithstanding any other provision of
this chapter, a partnership, not including a limited partnership, may register
as a limited liability partnership or apply for authority as a foreign limited
liability partnership only if it:
(a) Renders professional service; or
(b) Is affiliated with a limited liability
partnership or a foreign limited liability partnership that renders
professional service and renders services related to or complementary to the
professional service rendered by, or provides services or facilities to, the
limited liability partnership or foreign limited liability partnership that
renders professional service.
(2) For purposes of subsection (1) of this
section, a partnership is affiliated with a limited liability partnership or
foreign limited liability partnership that renders professional services if:
(a) At least a majority of partners in one
partnership are partners in the other partnership;
(b) At least a majority of the partners in
each partnership also are partners or hold interest in another person and each
partnership renders services pursuant to an agreement with such other person;
or
(c) One partnership directly or indirectly
through one or more intermediaries controls, is controlled by or is under
common control with the other partnership.
(3) The terms and conditions by which a
partnership becomes a limited liability partnership and a decision to cancel
registration as a limited liability partnership must be approved by either:
(a) The vote of the partners necessary to
amend the partnership agreement; or
(b) In the case of a partnership agreement
that includes provisions that expressly address the obligations of partners to
make contributions to cover partnership losses, the vote of the partners
necessary to amend such provisions. [1997 c.775 §47]
(Filing
Documents)
67.520
Filing requirements. (1) A
document must satisfy the requirements of this section, as modified by any
other provision of this chapter, to be entitled to filing by the Secretary of
State.
(2) This chapter must require or permit
filing of the document with the office of the Secretary of State.
(3) The document shall contain the
information required by this chapter. It may contain other information as well.
(4) The document must be legible.
(5) The document must be in the English
language.
(6) Each document or report required by
this chapter to be filed with the office of the Secretary of State shall be
executed by one or more partners. If the limited liability partnership is in
the hands of a receiver, trustee or other court-appointed fiduciary, a document
or report shall be signed by that receiver, trustee or fiduciary.
(7) The person executing the document
shall state beneath or opposite the signature the name of the person and the
capacity in which the person signs. The document may, but is not required to,
contain acknowledgment, verification or proof.
(8) If the Secretary of State has
prescribed a mandatory form for the document, the document must be in or on the
prescribed form.
(9) The document must be delivered to the
office of the Secretary of State accompanied by the required fees.
(10) Delivery of a document to the office
of the Secretary of State is accomplished only when the document is actually
received by the office of the Secretary of State. [1997 c.775 §48]
67.525
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. [1997 c.775 §49; 1999 c.362 §§50,50a]
67.530
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. [1997
c.775 §50]
67.535
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 67.520, 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. [1997 c.775 §51;
1999 c.486 §12]
67.540
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. [1997 c.775 §52]
67.545
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 States 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. [1997 c.775 §53]
67.550
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 67.595
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. [1997 c.775 §54]
(Secretary of
State)
67.570
Powers. The Secretary of
State has the power reasonably necessary to perform the duties required of the
Secretary of State by this chapter. [1997 c.775 §55]
(Registration)
67.590
Application for registration; effective date; duration of status as limited
liability partnership. (1)
After the approval required by ORS 67.500 (3), a partnership may become a
limited liability partnership by delivering an application for registration to
the office of the Secretary of State for filing.
(2) The application for registration shall
set forth the following information:
(a) The name of the partnership;
(b) The address, including street and
number, and mailing address, if different, of the principal office from which
the partnership conducts its business;
(c) A mailing address to which notices as
required by this chapter may be mailed until an address has been designated by
the limited liability partnership in its annual report;
(d) A brief statement describing the
primary business activity of the partnership and, for a partnership rendering a
professional service or services, the professional service or services to be
rendered through the partnership;
(e) A representation by the partner or
partners executing the application for registration that the application for
registration has been approved by a vote of the partners as required by ORS
67.500 (3); and
(f) The names and addresses of at least
two partners of the partnership.
(3) The application for registration may
set forth any other provisions, not inconsistent with law, that the partnership
may decide to include in the application.
(4) The filing of an application for
registration establishes that the partnership has satisfied all conditions
precedent to the qualification of the partnership as a limited liability
partnership.
(5) The status of the partnership as a
limited liability partnership is effective upon filing of the application for
registration or, if applicable, upon the delayed effective time and date set
forth in the application for registration in accordance with ORS 67.530, and the
payment of the required fee. The status remains effective, regardless of
changes in the partnership, until the registration is voluntarily canceled
pursuant to ORS 67.595 or the registration is revoked pursuant to ORS 67.660.
The cancellation or revocation of the registration shall not affect the
personal liability of any partner with respect to any obligations of the
limited liability partnership that are incurred by the limited liability
partnership prior to the effective date of the cancellation or revocation of
the registration.
(6) A partnership that is a limited
liability partnership on January 1, 1998, shall not be required to file a new
registration by reason of this chapter to continue its status as a limited
liability partnership. [1997 c.775 §56; 1997 c.774 §15a; 2007 c.186 §9]
67.595
Cancellation of registration; effect. (1) A registration of a limited liability partnership may be canceled
by delivering to the office of the Secretary of State for filing a written
cancellation notice.
(2) The cancellation notice shall contain:
(a) The name of the limited liability
partnership;
(b) The date of filing of the initial
application for registration;
(c) A statement that the registration of
the partnership as a limited liability partnership is being canceled; and
(d) A representation by the partner or
partners executing the cancellation notice that the cancellation has been
approved by a vote of the partners as required by ORS 67.500 (3).
(3) A cancellation notice terminates the
status of the partnership as a limited liability partnership as of the date of
filing the cancellation notice or a later effective date specified in the
cancellation notice. [1997 c.775 §57]
(Partnership
Powers)
67.610
Effect of changes in partnership on limited liability partnership status and
liability of partners; amendment of application for registration. (1) The status of a partnership as a limited
liability partnership is not affected by changes, occurring after the filing of
an application for registration, in the information stated in the application.
The partnership is not required to amend or correct the application for
registration with respect to the changes, but is required to provide accurate
information in any annual report that is subsequently filed.
(2) The dissolution or winding up of a
limited liability partnership does not affect the liability of a partner under
ORS 67.105 for any obligation incurred while the partnership was a limited
liability partnership.
(3) The status of a partnership as a
limited liability partnership is not affected by errors in the information
stated in an application for registration. The partnership shall correct any
errors in the application by amending its registration in accordance with
subsection (4) of this section.
(4) Consistent with the provisions of this
chapter, a limited liability partnership may amend its application for
registration at any time. A limited liability partnership amending its
application shall deliver the amendment to the office of the Secretary of State
for filing. The amendment shall contain:
(a) The name of the limited liability
partnership;
(b) The date of filing of the initial
application for registration;
(c) The text of each amendment adopted;
and
(d) The date of adoption of each amendment.
(5) An amendment of an application for
registration is effective when filed or at a later effective date specified in
the amendment. [1997 c.775 §58]
67.615
Distributions to partners.
(1) A distribution may be made by a limited liability partnership to any
partner only if, after giving effect to the distribution, in the judgment of
the partners approving the distribution:
(a) The partnership would be able to pay
its debts as they become due in the ordinary course of business; and
(b) The fair value of the total assets of
the partnership would equal or exceed its total liabilities.
(2) The partners of a limited liability
partnership may base a determination that a distribution is not prohibited
under subsection (1) of this section either on:
(a) Financial statements prepared on the
basis of accounting practices and principles that are reasonable in the
circumstances; or
(b) A fair valuation or other method that
is reasonable in the circumstances.
(3) For purposes of this section, the
amount, if any, by which a liability as to which the recourse of creditors is
limited to specific property of the limited liability partnership exceeds the
fair value of such specific property shall be disregarded as a liability of the
partnership.
(4) This section shall not apply to
distributions to the partners that are regularly and customarily paid and
constitute reasonable compensation for services performed by the partners in
the business of the partnership.
(5) If a partner receives a distribution
in violation of the partnership agreement or this section, the partner is
liable to the limited liability partnership for a period of two years after the
receipt of such distribution for that portion of the distribution that violates
the partnership agreement or this section. [1997 c.775 §60]
(Name)
67.625
Limited liability partnership name. (1) The name of the limited liability partnership shall contain the
word limited liability partnership or the abbreviation L.L.P. or LLP as
the last words or letters of its name.
(2) A limited liability partnership name
shall not contain the word cooperative, corporation, corp., incorporated,
Inc., limited partnership, L.P., LP, Ltd., limited liability
company, L.L.C. or LLC or any abbreviation or derivation of any of the
terms used in this subsection.
(3) A limited liability partnership name
shall be written in the alphabet used to write the English language and may
include Arabic and Roman numerals and incidental punctuation.
(4) A limited liability partnership name
shall be distinguishable upon the records of the office of the Secretary of
State from any other limited liability partnership name, limited liability
company name, corporate name, professional corporate name, nonprofit corporate
name, cooperative name, limited partnership name, business trust name, reserved
name, registered corporate name or assumed business name of active record with
the office.
(5) Notwithstanding subsection (4) of this
section, a limited liability partnership that renders professional service may
use as its name all or some of the names of individual present or former
partners of the partnership or a predecessor partnership, as permitted by the
applicable rules of ethics and by the applicable statutory or regulatory provisions
governing the rendering of such professional service. The limited liability
partnership name need not satisfy the requirement of subsection (4) of this
section if the partnership delivers to the office a certified copy of a final
judgment of a court of competent jurisdiction that finds that the partnership
has a prior or concurrent right to use the partnership name in this state.
(6) A limited liability partnership shall
not transact business under an assumed business name unless the assumed business
name contains the words or the abbreviation required by subsection (1) of this
section and the assumed business name is registered in accordance with ORS
chapter 648.
(7) A limited liability partnership is not
required to register the name of the limited liability partnership as an
assumed business name under ORS chapter 648 as long as its status as a limited
liability partnership is effective.
(8) The name of a partnership that is not
a limited liability partnership or a foreign limited liability partnership and
the name of any corporation, limited liability company or other form of entity
shall not contain the word limited liability partnership or the abbreviation L.L.P.
or LLP or any abbreviation or derivation of any of the terms used in this subsection.
(9) The provisions of this section do not:
(a) Abrogate or limit the law governing
unfair competition or unfair trade practices; or
(b) Derogate from the common law, the
principles of equity or the statutes of this state or of the
(Service of
Process)
67.635
Service of process on limited liability partnership. Service of process shall be made upon a
limited liability partnership or a foreign limited liability partnership in the
same manner as service is made upon a general partnership under the Oregon
Rules of Civil Procedure. [1997 c.775 §61]
(Annual
Report)
67.645
Annual report. (1) Each
limited liability partnership registered to transact business in this state,
and each foreign limited liability partnership authorized to transact business
in this state, shall by its anniversary deliver an annual report to the office
of the Secretary of State for filing. The annual report shall set forth:
(a) The name of the partnership and the
state or country under whose law it is registered or qualified as a limited
liability partnership;
(b) The address, including street and
number, and mailing address, if different, of the principal office from which
the partnership conducts its business;
(c) The names and addresses of at least
two partners of the partnership;
(d) A brief statement describing the
primary business activity of the partnership; and
(e) Additional identifying information
that the Secretary of State may require by rule.
(2) The information contained on the
annual report shall be current within 30 days before the report is due.
(3) The Secretary of State shall mail the
annual report form to any address shown for the limited liability partnership
or foreign limited liability partnership in the current records of the office
of the Secretary of State. The failure of the limited liability partnership or
foreign limited liability partnership to receive the annual report form from
the Secretary of State shall not relieve the limited liability partnership or
foreign limited liability partnership of its duty to deliver an annual report
to the office of the Secretary of State as required by this section.
(4) If an annual report does not contain
the information required by this section, the Secretary of State shall notify
the reporting limited liability partnership or foreign limited liability
partnership in writing and return the report to it for correction. The limited
liability partnership or foreign limited liability partnership must correct the
error within 45 days after the Secretary of State gives such notice.
(5) A limited liability partnership or
foreign limited liability partnership may deliver to the office of the
Secretary of State for filing an amendment to the annual report if a change in
the information set forth in the annual report occurs after the report is
delivered to the office of the Secretary of State for filing and before the
next anniversary. The amendment to the annual report must set forth:
(a) The name of the limited liability
partnership or foreign limited liability partnership as shown on the records of
the office; and
(b) The information as changed. [1997
c.775 §62; 1999 c.86 §21; 2007 c.186 §10]
(Administrative
Revocation)
67.655
Grounds for administrative revocation. The Secretary of State may commence a proceeding under ORS 67.660 to
administratively revoke the registration of a limited liability partnership if:
(1) The limited liability partnership does
not pay when due any fees imposed by this chapter; or
(2) The limited liability partnership does
not deliver its annual report to the Secretary of State when due. [1997 c.775 §63]
67.660
Procedure for and effect of administrative revocation. (1) If the Secretary of State determines
that one or more grounds exist under ORS 67.655 for revoking the registration
of a limited liability partnership, the Secretary of State shall give the
limited liability partnership written notice of the determination.
(2) If the limited liability partnership
does not correct each ground for revocation or demonstrate to the reasonable
satisfaction of the Secretary of State within 45 days after notice is given
that each ground determined by the Secretary of State does not exist, the Secretary
of State shall revoke the registration of the partnership as a limited
liability partnership. [1997 c.775 §64]
67.665
Reinstatement following administrative revocation. (1) A limited liability partnership for
which the Secretary of State has administratively revoked its registration as a
limited liability partnership may apply to the Secretary of State for
reinstatement within five years from the date of revocation. The application
shall:
(a) State the name of the limited
liability partnership and the effective date of the administrative revocation
of its registration as a limited liability partnership; and
(b) State that the ground or grounds for
revocation either did not exist or have been eliminated.
(2) If the Secretary of State determines
that the application contains the information required by subsection (1) of
this section, that the information is correct and that the limited liability
partnerships name satisfies the requirements of ORS 67.625, the Secretary of
State shall reinstate the registration of the limited liability partnership.
(3) When the reinstatement is effective,
it relates back to and takes effect as of the effective date of the
administrative revocation and the partnerships status as a limited liability
partnership continues as if the administrative revocation had never occurred. [1997
c.775 §65]
67.670
Appeal from denial of reinstatement. (1) If the Secretary of State denies a limited liability partnerships
application for reinstatement following administrative revocation of its
registration as a limited liability partnership, the Secretary of State shall
give written notice to the limited liability partnership that explains the
reason or reasons for denial.
(2) The limited liability partnership may
appeal the denial of reinstatement pursuant to the provisions of ORS chapter
183. [1997 c.775 §66]
(Interstate
Application)
67.680
Interstate application. (1)
A partnership, including a limited liability partnership, created pursuant to
an agreement governed by the laws of this state, may conduct its business,
carry on its operations and have and exercise the powers granted by this
chapter in any state, territory, district or possession of the
(2) It is the intent of the Legislative Assembly
that the legal existence of limited liability partnerships governed by the laws
of this state that are registered under ORS 67.590 be recognized outside the
boundaries of this state and that the laws of this state governing such limited
liability partnerships transacting business outside this state be granted the
protection of full faith and credit under the Constitution of the United
States. [1997 c.775 §67]
FOREIGN
LIMITED LIABILITY PARTNERSHIPS
(Authority to
Transact Business)
67.700
Authority to transact business.
(1) A foreign limited liability partnership may not transact business in this
state until it has been authorized to do so by the Secretary of State.
(2) The following activities, among
others, do not constitute transacting business within the meaning of subsection
(1) of this section:
(a) Maintaining, defending or settling any
proceeding;
(b) Holding meetings of the partners or
carrying on other activities concerning the internal affairs of the
partnership;
(c) Maintaining bank accounts;
(d) Selling through independent
contractors;
(e) Soliciting or obtaining orders,
whether by mail or through employees or agents or otherwise, if the orders
require acceptance outside this state before they become contracts;
(f) Creating or acquiring indebtedness,
mortgages and security interests in real or personal property;
(g) Securing or collecting debts or
enforcing mortgages and security interests in property securing the debts;
(h) Owning, without more, real or personal
property;
(i) Conducting an isolated transaction
that is completed within 30 days and is not one in the course of repeated
transactions of a like nature; or
(j) Transacting business in interstate
commerce.
(3) The list of activities in subsection
(2) of this section is not exhaustive. [1997 c.775 §68]
67.705
Consequences of transacting business without authority. (1) A foreign limited liability partnership
transacting business in this state without authorization from the Secretary of
State may not maintain a proceeding in any court in this state until it obtains
authorization from the Secretary of State to transact business in this state.
(2) The successor to a foreign limited
liability partnership that transacted business in this state without authority
to transact business in this state and the assignee of a cause of action
arising out of that business may not maintain a proceeding based on that cause
of action in any court in this state until the foreign limited liability
partnership or its successor obtains authorization from the Secretary of State
to transact business in this state.
(3) A court may stay a proceeding
commenced by a foreign limited liability partnership or its successor or
assignee until it determines whether the foreign limited liability partnership
or its successor requires authorization from the Secretary of State to transact
business in this state. If it so determines, the court may further stay the
proceeding until the foreign limited liability partnership or its successor
obtains the authorization.
(4) A foreign limited liability
partnership that transacts business in this state without authority shall be
liable to this state for the years or parts thereof during which it transacted
business in this state without authority in an amount equal to all fees that
would have been imposed by this chapter upon the foreign limited liability
partnership had it duly applied for and received authority to transact business
in this state as required by this chapter and thereafter filed all reports
required by this chapter.
(5) Notwithstanding subsections (1) and
(2) of this section, the failure of a foreign limited liability partnership to
obtain authority to transact business in this state does not:
(a) Impair the validity of its acts or
prevent it from defending any proceeding in this state; or
(b) Result in a waiver of limitations on
personal liability of the partners of the foreign limited liability
partnership. [1997 c.775 §69]
67.710
Application for authority to transact business; effective date of authorization. (1) A foreign limited liability partnership
may apply for authority to transact business in this state by delivering an
application for authorization to the office of the Secretary of State for
filing. The application shall set forth:
(a) The name of the foreign limited
liability partnership or, if its name is unavailable for filing in this state,
another name that satisfies the requirements of ORS 67.730;
(b) The name of the state or country under
whose law it is registered and the date of registration;
(c) The address, including street and
number, and mailing address, if different, of its principal office;
(d) A mailing address to which notices as
required by this chapter may be mailed;
(e) A brief statement describing the
primary business activity of the foreign limited liability partnership; and
(f) The names and addresses of at least
two partners of the foreign limited liability partnership.
(2) The foreign limited liability
partnership shall deliver with the completed application a certificate of
existence, or a document of similar import, current within 60 days of delivery
and authenticated by the official having custody of limited liability
partnership records in the state or country under whose law it is registered.
(3) The foreign limited liability
partnership shall be authorized by the Secretary of State to transact business
in this state upon the filing of the application for authorization, or if
applicable, upon the delayed effective time and date set forth in the
application for authorization in accordance with ORS 67.530, and the payment of
the required fee. The authorization shall remain effective until the
authorization is voluntarily withdrawn pursuant to ORS 67.740 or the
authorization is revoked pursuant to ORS 67.755. [1997 c.775 §70; 2007 c.186 §11]
67.715
Amendment to application for authority. (1) A foreign limited liability partnership authorized to transact
business in this state shall deliver an amendment to its application for
authorization to the office of the Secretary of State for filing if it changes:
(a) Its name as shown on the records of
the office of the Secretary of State; or
(b) The address of its principal office.
(2) The amendment to the application for
authorization shall set forth its name shown on the records of the office of
the Secretary of State and the text of each amendment. The name as changed must
satisfy the requirements of ORS 67.730. [1997 c.775 §71]
67.720
Limitations applicable to foreign limited liability partnerships. (1) Except as provided in subsection (2) of
this section, a foreign limited liability partnership may not be denied
authorization to transact business in this state by the Secretary of State by
reason of any difference between the laws of this state and the laws of the
state or other jurisdiction under which the foreign limited liability
partnership is registered.
(2) Notwithstanding subsection (1) of this
section, a foreign limited liability partnership shall not be authorized or
permitted to exercise any powers or purposes or conduct any business or affairs
in this state that a limited liability partnership is proscribed from
exercising, pursuing or undertaking in this state. [1997 c.775 §72]
(Name)
67.730
Name of foreign limited liability partnership. (1) Except as provided in subsections (2)
and (3) of this section, the Secretary of State shall not authorize a foreign
limited liability partnership to transact business in this state if the name of
the foreign limited liability partnership does not conform to ORS 67.625.
(2) The name of the foreign limited
liability partnership must contain the words or the abbreviation required by
ORS 67.625 unless the name contains some other word, phrase or abbreviation
that the laws of the state or country under whose laws the foreign limited
liability partnership is registered require to denote a limited liability
partnership. A foreign limited liability partnership shall not transact
business in this state under an assumed business name unless the assumed
business name contains the words or the abbreviation required by ORS 67.625 and
the assumed business name is registered in accordance with ORS chapter 648.
(3) If a limited liability partnership
name, limited liability company name, corporate name, professional corporate
name, nonprofit corporate name, cooperative name, limited partnership name,
business trust name, reserved name, registered corporate name or assumed
business name of active record with the office of the Secretary of State is not
distinguishable on the records of the office of the Secretary of State from the
name of the foreign limited liability partnership, the Secretary of State shall
not authorize the foreign limited liability partnership to transact business in
this state unless the foreign limited liability partnership states its name on
the application for authority to transact business in this state as (name under
which created), a limited liability partnership of (state or country under
whose laws the foreign limited liability partnership is registered), the
entirety of which shall be the real and true name of the foreign limited
liability partnership in this state under ORS chapter 648.
(4) Notwithstanding subsection (3) of this
section, a foreign limited liability partnership that renders professional service
may use as its name all or some of the names of individual present or former
partners of the partnership or a predecessor partnership, as permitted by the
applicable rules of ethics and by the applicable statutory or regulatory
provisions governing the rendering of such professional service.
(5) If a foreign limited liability
partnership authorized to transact business in this state changes its name to
one that does not satisfy the requirements of this section, it may not transact
business in this state under the changed name until it adopts a name satisfying
the requirements of this section and amends its application for authorization
in accordance with ORS 67.715. [1997 c.775 §73]
(Withdrawal)
67.740
Withdrawal of foreign limited liability partnership. (1) A foreign limited liability partnership
authorized to transact business in this state may withdraw from transacting
business in this state by applying to the office of the Secretary of State for
withdrawal. The application shall set forth:
(a) The name of the foreign limited
liability partnership and the name of the state or country under whose law it
is registered; and
(b) A commitment to notify the Secretary
of State for a period of five years from the date of withdrawal of any change
in its mailing address.
(2) A withdrawal notice terminates the
active status of the partnership as a foreign limited liability partnership as
of the date of filing the notice or a later date specified in the notice. [1997
c.775 §74]
(Revocation)
67.750
Grounds for revocation. The
Secretary of State may commence a proceeding under ORS 67.755 to revoke the
authority of a foreign limited liability partnership to transact business in
this state if:
(1) The foreign limited liability
partnership does not deliver its annual report to the office of the Secretary
of State within the time prescribed by this chapter; or
(2) The foreign limited liability
partnership does not pay within the time prescribed by this chapter any fees
imposed by this chapter. [1997 c.775 §75]
67.755
Procedure for and effect of revocation. (1) If the Secretary of State determines that one or more grounds
exist under ORS 67.750 for revocation of authority of a foreign limited
liability partnership to transact business in this state, the Secretary of
State shall give the foreign limited liability partnership written notice of
the determination.
(2) If the foreign limited liability
partnership does not correct each ground for revocation or demonstrate to the
reasonable satisfaction of the Secretary of State that each ground determined
by the Secretary of State does not exist within 45 days after notice is given,
the Secretary of State shall revoke the authority of the foreign limited
liability partnership.
(3) The authority of a foreign limited liability
partnership to transact business in this state ceases as of the date of
revocation of its authority to transact business in this state.
(4) The Secretary of States revocation of
a foreign limited liability partnerships authority to transact business in
this state appoints the Secretary of State as the foreign limited liability
partnerships agent for service of process in any proceeding based on a cause
of action which arose during the time the foreign limited liability partnership
was authorized to transact business in this state. [1997 c.775 §76]
67.760
Appeal from revocation. In
addition to any other legal remedy which may be available, a foreign limited
liability partnership shall have the right to appeal the Secretary of States
revocation of its authority to transact business in this state pursuant to the
provisions of ORS chapter 183. [1997 c.775 §77]
67.765
Reinstatement of authority.
(1) A foreign limited liability partnership which has had its authority revoked
under ORS 67.755 may apply to the Secretary of State for reinstatement within
five years from the date of revocation. The application shall:
(a) State the name of the foreign limited
liability partnership and the effective date its authority was revoked; and
(b) State that the ground or grounds for
revocation of authority 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 foreign limited
liability partnerships name satisfies the requirements of ORS 67.730, the
Secretary of State shall reinstate the authority.
(3) When the reinstatement is effective,
it relates back to and takes effect as of the effective date of the revocation
of authority and the foreign limited liability partnership resumes carrying on
its business as if the revocation of authority had never occurred. [1997 c.775 §78]
67.770
Action by Attorney General.
The Attorney General may maintain an action to restrain a foreign limited
liability partnership from transacting business in this state in violation of
this chapter. [1997 c.775 §79]
MISCELLANEOUS
67.800
Uniformity of application and construction. This chapter shall be applied and construed to effectuate its general
purpose to make uniform the law with respect to the subject of this chapter
among states enacting it. [1997 c.775 §80]
67.805
Severability. If any
provision of this chapter or its application to any person or circumstance is
held invalid, 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. [1997
c.775 §82]
67.810
Partnership subject to amendment or repeal of chapter. All or part of this chapter may be amended
or repealed at any time and all partnerships subject to this chapter are
governed by any amendment or repeal. [1997 c.775 §83]
67.815
Short title. This chapter
may be cited as the Oregon Revised Partnership Act. [1997 c.775 §81]
_______________
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