Oregon Statutes - Chapter 67 - Partnerships; Limited Liability Partnerships

• 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...
• 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:...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 67.100   Partnership liable for partner’s actionable conduct.
  (1) A partnership is liable for loss or injury caused to a person, including a partner, or for a penalty incurred as a result of...
• 67.105   Partner’s liability.
  (1) Except as otherwise provided in this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by...
• 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...
• 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...
• 67.140   Partner’s rights and duties.
  (1) Each partner is deemed to have an account that is: (a) Credited with an amount equal to the money plus the value of any...
• 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   Partner’s rights and duties with respect to information.
  (1) A partnership shall keep its books and records, if any, at its principal office from which the partnership conducts its business. (2) A partnership...
• 67.155   General standards of partner’s conduct.
  (1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care...
• 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...
• 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...
• 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...
• 67.195   Partner’s transferable interest in partnership.
  The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s...
• 67.200   Transfer of whole or part of partner’s transferable interest.
  (1) A transfer, in whole or in part, of a partner’s transferable interest in the partnership: (a) Is permissible; (b) Does not by itself cause...
• 67.205   Partner’s transferable interest subject to charging order.
  (1) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of...
• 67.220   Events causing partner’s dissociation.
  A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership’s having notice of the partner’s express...
• 67.225   Partner’s power to dissociate; wrongful dissociation.
  (1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to ORS 67.220 (1). (2) A partner’s...
• 67.230   Effect of partner’s dissociation.
  (1) If a partner’s dissociation results in a dissolution and winding up of the partnership business, ORS 67.290 to 67.315 apply. If a partner’s dissociation...
• 67.250   Purchase of dissociated partner’s 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...
• 67.255   Dissociated partner’s power to bind and liability to partnership.
  (1) If a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving business...
• 67.260   Dissociated partner’s liability to other persons.
  (1) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable...
• 67.265   Continued use of partnership name.
  Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the...
• 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...
• 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...
• 67.300   Right to wind up partnership business.
  (1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s...
• 67.305   Partner’s power to bind partnership after dissolution.
  A partnership is bound by a partner’s act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound...
• 67.310   Partner’s liability to other partners after dissolution.
  (1) Except as otherwise provided in subsection (2) of this section and ORS 67.105, after dissolution a partner is liable to the other partners for...
• 67.315   Settlement of accounts and contributions among partners.
  (1) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied...
• 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...
• 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...
• 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...
• 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...
• 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;...
• 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...
• 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...
• 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...
• 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...
• 67.370   [1997 c.775 §46; repealed by 1999 c.362 §67]
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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 State’s signature, which may be...
• 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...
• 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]
• 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...
• 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...
• 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,...
• 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...
• 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...
• 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...
• 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,...
• 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...
• 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,...
• 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...
• 67.670   Appeal from denial of reinstatement.
  (1) If the Secretary of State denies a limited liability partnership’s application for reinstatement following administrative revocation of its registration as a limited liability partnership,...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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...
• 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....
• 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...
• 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...
• 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...
• 67.815   Short title.
  This chapter may be cited as the Oregon Revised Partnership Act. [1997 c.775 §81] _______________

Last modified: August 7, 2008