USA Statutes : oregon
Title : TITLE 03 REMEDIES AND SPECIAL ACTIONS AND PROCEEDINGS
Chapter : Chapter 67 Partnerships; Limited Liability Partnerships
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 partner's capacity as a partner or to
the partner's 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 "partner's interest in the
partnership" means all of a partner's interests in the partnership,
including the partner's 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 United States, the District of
Columbia, the Commonwealth of Puerto Rico or any territory or insular
possession subject to the jurisdiction of the United States.

(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 partner's share of the profits and losses of the partnership and the
partner's right to receive distributions. [1997 c.775 §1; 2003 c.14 §25]PARTNERSHIPS (1) A person knows a fact if the
person has actual knowledge of it.

(2) A person has notice of a fact if the person:

(a) Knows of it;

(b) Has received a notification of it; or

(c) Has reason to know it exists from all the facts known to the
person at the time in question.

(3) A person notifies or gives notification to another by taking
steps reasonably required to inform the other person in the ordinary
course, whether or not the other person learns of it.

(4) A person receives a notification when the notification:

(a) Comes to the person's attention; or

(b) Is addressed to the person and is duly delivered at the
person's place of business or at any other place held out by the person
as a place for receiving communications.

(5) Except as provided in subsection (6) of this section, a person
other than an individual knows, has notice or receives a notification of
a fact for purposes of a particular transaction when the individual
conducting the transaction knows, has notice or receives a notification
of the fact, or in any event when the fact would have been brought to the
individual's attention if the person had exercised reasonable diligence.

(6) A partner's knowledge, notice or receipt of a notification of a
fact relating to the partnership is effective immediately as knowledge
by, notice to or receipt of a notification by the partnership, except in
the case of a fraud on the partnership committed by or with the consent
of that partner. [1997 c.775 §2] (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 state's 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] (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] (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)

     

(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] (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 or disabled partner, 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] Property acquired by a partnership is
property of the partnership and not of the partners individually. [1997
c.775 §8] (1) Property is
partnership property if acquired in the name of:

(a) The partnership; or

(b) One or more partners with an indication in the instrument
transferring title to the property of the person's capacity as a partner
or of the existence of a partnership but without an indication of the
name of the partnership.

(2) Property is acquired in the name of the partnership by a
transfer to:

(a) The partnership in its name; or

(b) One or more partners in their capacity as partners in the
partnership, if the name of the partnership is indicated in the
instrument transferring title to the property.

(3) It is a rebuttable presumption that property is partnership
property if purchased with partnership assets, even if not acquired in
the name of the partnership or of one or more partners with an indication
in the instrument transferring title to the property of the person's
capacity as a partner or of the existence of a partnership.

(4) It is a rebuttable presumption that property acquired in the
name of one or more of the partners, without an indication in the
instrument transferring title to the property of the person's capacity as
a partner or of the existence of a partnership and without use of
partnership assets, is separate property, even if used for partnership
purposes. [1997 c.775 §9] 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) (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] (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] (1) A
partnership is liable for loss or injury caused to a person, including a
partner, or for a penalty incurred as a result of a wrongful act or
omission or other actionable conduct of a partner acting in the ordinary
course of business of the partnership or with authority of the
partnership.

(2) If, in the course of the partnership's business or while acting
with authority of the partnership, a partner receives or causes the
partnership to receive money or property of a person not a partner, and
the money or property is misapplied by a partner, the partnership is
liable to such person for the loss. [1997 c.775 §13]

     

(1) Except as otherwise provided in
this section, all partners are liable jointly and severally for all
obligations of the partnership unless otherwise agreed by the claimant or
provided by law.

(2) A person admitted as a partner into an existing partnership is
not personally liable for any partnership obligation incurred before the
person's admission as a partner.

(3)(a) An obligation of a partnership incurred while the
partnership is a limited liability partnership, whether arising in
contract, tort or otherwise, is solely the obligation of the partnership.
A partner is not personally liable, directly or indirectly, by way of
indemnification, contribution or otherwise, for such an obligation solely
by reason of being or so acting as a partner.

(b) Notwithstanding paragraph (a) of this subsection, a partner of
a limited liability partnership shall continue to be liable for any
obligation of the partnership for which the partner was liable before the
partnership became a limited liability partnership.

(c) Nothing in this subsection shall in any way affect or impair
the ability of a partner to be released from any such obligation. This
subsection applies to a partner's liability notwithstanding anything
inconsistent in the partnership agreement that existed immediately before
the vote required to become a limited liability partnership under ORS
67.500 (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]

     

(1) A
partnership may sue and be sued in the name of the partnership.

(2) An action may be brought against the partnership and, to the
extent not inconsistent with ORS 67.105, any or all of the partners in
the same action or in separate actions.

(3) A judgment against a partnership is not by itself a judgment
against a partner.

(4) Except as provided by subsection (5) of this section, a
creditor may proceed against one or more partners or their property to
satisfy a judgment based on a claim that could have been successfully
asserted against the partnership only if:

(a) The partner is personally liable for the claim under ORS 67.105;

(b) A judgment is also obtained against the partner; and

(c) A judgment based on the same claim is obtained against the
partnership that:

(A) Has not been reversed or vacated; and

(B) Remains unsatisfied for 90 days after:

(i) The date of entry of the judgment; or

(ii) The date of expiration or termination of the stay, if the
judgment is contested by appropriate proceedings and execution on the
judgment has been stayed.

(5) Subsection (4) of this section does not prohibit a creditor
from proceeding directly against one or more partners who are personally
liable for the claim under ORS 67.105 or against their property without
first seeking satisfaction from partnership property if:

(a) The partnership is a debtor in bankruptcy;

(b) The creditor and the partnership agreed that the creditor is
not required to comply with subsection (4) of this section;

(c) A court orders otherwise, based on a finding that partnership
property subject to execution within the state is clearly insufficient to
satisfy the judgment or that compliance with subsection (4) of this
section is excessively burdensome; or

(d) Liability is imposed on the partner by law or contract
independently of the person's status as a partner. [1997 c.775 §15]

     

(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) (1) Each partner is deemed to
have an account that is:

(a) Credited with an amount equal to the money plus the value of
any other property, net of the amount of any liabilities, the partner
contributes to the partnership and the partner's share of the partnership
profits; and

(b) Charged with an amount equal to the money plus the value of any
other property, net of the amount of any liabilities, distributed by the
partnership to the partner and the partner's share of the partnership
losses.

(2) Each partner is entitled to an equal share of the partnership
profits and is chargeable with a share of the partnership losses in
proportion to the partner's share of the profits.

(3) A partnership shall reimburse a partner for payments made and
indemnify a partner for liabilities incurred by the partner in the
ordinary course of the business of the partnership or for the
preservation of its business or property.

(4) A partnership shall reimburse a partner for an advance to the
partnership beyond the amount of capital the partner agreed to contribute.

(5) A payment or advance made by a partner which gives rise to a
partnership obligation under subsection (3) or (4) of this section
constitutes a loan to the partnership that accrues interest from the date
of the payment or advance.

(6) Except as otherwise provided in subsection (5) of this section,
a partner shall not receive interest on the amount of capital contributed
to the partnership.

(7) Each partner has equal rights in the management and conduct of
the partnership business.

(8) A partner may use or possess partnership property only on
behalf of the partnership.

(9) A partner is not entitled to remuneration for services
performed for the partnership except for reasonable compensation for
services rendered in winding up the business of the partnership.

(10) A person may become a partner only with the consent of all the
partners.

(11) A difference arising as to a matter in the ordinary course of
business of a partnership may be decided by a majority of the partners.
An act outside the ordinary course of business of a partnership and an
amendment to the partnership agreement may be undertaken only with the
consent of all the partners.

(12) A written partnership agreement may establish classes or
groups of one or more partners having certain relative rights, powers and
duties, including voting rights, and may provide for the future creation
of additional classes or groups of one or more partners having certain
relative rights, powers and duties, including voting rights. The rights,
powers or duties of a class or group of partners may be senior to those
of one or more existing classes or groups of partners.

(13) This section does not affect the obligations of a partnership
to other persons under ORS 67.090. [1997 c.775 §17]

     

A partner has no right to receive,
and may not be required to accept, a distribution in kind. [1997 c.775
§18] (1)
A partnership shall keep its books and records, if any, at its principal
office from which the partnership conducts its business.

(2) A partnership shall provide partners and their agents and
attorneys access to its books and records. It shall provide former
partners and their agents and attorneys access to books and records
pertaining to the period during which they were partners. The right of
access provides the opportunity to inspect and copy books and records
during ordinary business hours. A partnership may impose a reasonable
charge covering the costs of labor and material for copies of documents
furnished.

(3) Each partner, to the extent of the partner's knowledge or
possession of information, and the partnership shall furnish to a partner
and to the legal representative of a deceased partner or partner under
legal disability:

(a) Without demand, any information concerning the partnership's
business and affairs reasonably required for the proper exercise of the
partner's rights and duties under the partnership agreement or under this
chapter; and

(b) On demand, any other information concerning the partnership's
business and affairs, except to the extent the demand or the information
demanded is unreasonable or otherwise improper under the circumstances.
[1997 c.775 §19] (1) The only
fiduciary duties a partner owes to the partnership and the other partners
are the duty of loyalty and the duty of care set forth in subsections (2)
and (3) of this section.

(2) A partner's duty of loyalty to the partnership and the other
partners includes the following:

(a) To account to the partnership and hold for it any property,
profit or benefit derived by the partner in the conduct and winding up of
the partnership business or derived from a use by the partner of
partnership property, including the appropriation of a partnership
opportunity;

(b) Except as provided in subsections (5) and (6) of this section,
to refrain from dealing with the partnership in a manner adverse to the
partnership and to refrain from representing a person with an interest
adverse to the partnership, in the conduct or winding up of the
partnership business; and

(c) To refrain from competing with the partnership in the conduct
of the partnership business before the dissolution of the partnership.

(3) A partner's duty of care to the partnership and the other
partners in the conduct and winding up of the partnership business is
limited to refraining from engaging in grossly negligent or reckless
conduct, intentional misconduct or a knowing violation of law.

(4) A partner shall discharge the duties to the partnership and the
other partners under this chapter or under the partnership agreement and
exercise any rights consistent with the obligation of good faith and fair
dealing.

(5) A partner does not violate a duty or obligation under this
chapter or under the partnership agreement merely because the partner's
conduct furthers the partner's own interest.

(6) A partner may lend money to or transact other business with the
partnership, provided that any loan or transaction between a partner and
the partnership must be:

(a) Fair to the partnership;

(b) Authorized by the partnership agreement; or

(c) Authorized or ratified by a majority of the disinterested
partners or by a number or percentage of partners specified in the
partnership agreement, after full disclosure of all material facts.

(7) Loans and other transactions between the partnership and a
partner are binding on the parties in the same manner as transactions
between the partnership and persons who are not partners, subject to
other applicable law.

(8) This section also applies to a person winding up the
partnership business as the personal or legal representative of the last
surviving partner as if the person were a partner. [1997 c.775 §20] (1) A partner is liable
to a partnership and the other partners for a breach of the partnership
agreement or for a violation of a duty to the partnership or the other
partners under this chapter.

(2) A partnership may maintain an action against a partner for a
breach of the partnership agreement or for the violation of a duty to the
partnership.

(3) A partner may maintain an action against the partnership or
another partner for legal or equitable relief, with or without an
accounting as to partnership business, to:

(a) Enforce the partner's rights under the partnership agreement;

(b) Enforce the partner's rights under this chapter, including:

(A) The partner's rights under ORS 67.140, 67.150 or 67.155;

(B) The partner's right on dissociation to have the partner's
interest in the partnership purchased pursuant to ORS 67.250 or enforce
any other right under ORS 67.220 to 67.265; or

(C) The partner's right to compel a dissolution and winding up of
the partnership business under ORS 67.290 or enforce any other right
under ORS 67.290 to 67.315; or

(c) Enforce the rights and otherwise protect the interests of the
partner, including rights and interests arising independently of the
partnership relationship.

(4) The accrual of and any time limitation on a right of action for
a remedy under this section is governed by other law. A right to an
accounting upon a dissolution and winding up does not revive a claim
barred by law. [1997 c.775 §21](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) 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] The only
transferable interest of a partner in the partnership is the partner's
share of the profits and losses of the partnership and the partner's
right to receive distributions. The interest is personal property. [1997
c.775 §24](1) A transfer, in whole or in part, of a partner's
transferable interest in the partnership:

(a) Is permissible;

(b) Does not by itself cause the partner's dissociation or a
dissolution and winding up of the partnership business; and

(c) Does not, as against the other partners or the partnership,
entitle the transferee, during the continuance of the partnership, to
participate in the management or conduct of the partnership business, to
require access to information concerning partnership transactions or to
inspect or copy the partnership books or records.

(2) A transferee of a partner's transferable interest in the
partnership has a right:

(a) To receive, in accordance with the transfer, distributions to
which the transferor would otherwise be entitled;

(b) To receive upon the dissolution and winding up of the
partnership business, in accordance with the transfer, the net amount
otherwise distributable to the transferor; and

(c) To seek under ORS 67.290 (6) a judicial determination that it
is equitable to wind up the partnership business.

(3) In a dissolution and winding up, a transferee is entitled to an
account of partnership transactions only from the date of the latest
account agreed to by all the partners.

(4) Upon transfer, the transferor retains the rights and duties of
a partner other than the transferred interest in profits and losses of
the partnership and the right to receive distributions.

(5) A partnership need not give effect to a transferee's rights
under this section until it has notice of the transfer. Upon request, a
transferee must furnish to the partnership reasonable proof of the
transfer.

(6) A transfer of a partner's transferable interest in the
partnership in violation of a restriction on transfer contained in the
partnership agreement is ineffective as to a person having notice of the
restriction at the time of transfer. [1997 c.775 §25]
(1) On application by a judgment creditor of a partner or of a partner's
transferee, a court having jurisdiction may charge the transferable
interest of the judgment debtor to satisfy the judgment. The court may
appoint a receiver of the share of the distributions due or to become due
to the judgment debtor in respect of the partnership and make all other
orders, directions, accounts and inquiries the judgment debtor might have
made or that the circumstances of the case may require.

(2) A charging order constitutes a lien on the judgment debtor's
transferable interest in the partnership. The court may order a
foreclosure of the interest subject to the charging order at any time.
The purchaser at the foreclosure sale has the rights of a transferee.

(3) At any time before foreclosure, an interest charged may be
redeemed:

(a) By the judgment debtor;

(b) With property other than partnership property, by one or more
of the other partners; or

(c) With partnership property, by one or more of the other partners
with the consent of all the partners whose interests are not so charged.

(4) This chapter does not deprive a partner of a right under
exemption laws with respect to the partner's interest in the partnership.

(5) This section provides the exclusive remedy by which a judgment
creditor of a partner or partner's transferee may satisfy a judgment out
of the judgment debtor's transferable interest in the partnership. [1997
c.775 §26](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 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
partner's dissociation;

(3) The partner's expulsion pursuant to the partnership agreement;

(4) The partner's 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
partner's transferable interest in the partnership, other than a transfer
for security purposes that has not been foreclosed or a court order
charging the partner's 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
partner's 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 partner's 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 partner's property obtained
without the partner's 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 partner's 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 partner's 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
trust's 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 estate's 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] (1) A
partner has the power to dissociate at any time, rightfully or
wrongfully, by express will pursuant to ORS 67.220 (1).

(2) A partner's dissociation is wrongful only if:

(a) The dissociation is in breach of an express provision of the
partnership agreement; or

(b) In the case of a partnership for a definite term or particular
undertaking, before the expiration of the term or the completion of the
undertaking:

(A) The partner withdraws by express will, unless the withdrawal
follows within 90 days after another partner's dissociation under ORS
67.220 (3) to (10) or wrongful dissociation under this subsection;

(B) The partner is expelled by judicial determination under ORS
67.220 (5);

(C) The partner is dissociated by becoming a debtor in bankruptcy;
or

(D) In the case of a partner who is not an individual, trust other
than a business trust, or estate, the partner is expelled or otherwise
dissociated because it willfully dissolved or terminated.

(3) A partner who wrongfully dissociates is liable to the
partnership and to the other partners for damages caused by the
dissociation. The liability is in addition to any other obligation of the
partner to the partnership or to the other partners. [1997 c.775 §28] (1) If a partner's
dissociation results in a dissolution and winding up of the partnership
business, ORS 67.290 to 67.315 apply. If a partner's dissociation does
not result in dissolution and winding up of the partnership business, ORS
67.250 to 67.265 apply.

(2) Upon a partner's dissociation:

(a) The partner's right to participate in the management and
conduct of the partnership business terminates, except as otherwise
provided in ORS 67.300;

(b) The partner's duty of loyalty under ORS 67.155 (2)(c)
terminates; and

(c) The partner's duty of loyalty under ORS 67.155 (2)(a) and (b)
and duty of care under ORS 67.155 (3) continue only with regard to
matters arising and events occurring before the partner's dissociation,
unless the partner participates in winding up the partnership's business
pursuant to ORS 67.300. [1997 c.775 §29](Partner's Dissociation When Business Not Wound Up) (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 partner's 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 partner's interest is an
amount equal to the fair value of the dissociated partner's 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 partner's 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 partner's
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 partner's 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 partner's 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 partnership's failure
to tender payment or an offer to pay or to comply with subsection (7) of
this section. [1997 c.775 §30](1) If a partner dissociates without resulting in a
dissolution and winding up of the partnership business, the partnership,
including a converted or surviving business entity under ORS 67.340 to
67.365, is bound by an act of the dissociated partner only if:

(a) The act occurs within six months after the date of dissociation;

(b) The act would have bound the partnership under ORS 67.090
before dissociation;

(c) At the time of entering into the transaction, the other party
reasonably believed that the dissociated partner was then a partner and
did not have notice of the partner's dissociation; and

(d) At the time of entering into the transaction, the dissociation
had not been advertised in a newspaper of general circulation in the
place, or in each place if more than one, at which the partnership
business is regularly carried on.

(2) A dissociated partner is liable to the partnership for any
damage caused to the partnership arising from an obligation incurred by
the dissociated partner after dissociation for which the partnership is
liable under subsection (1) of this section. [1997 c.775 §31; 1999 c.362
§51] (1) A
partner's dissociation does not of itself discharge the partner's
liability for a partnership obligation incurred before dissociation. A
dissociated partner is not liable for a partnership obligation incurred
after dissociation, except as otherwise provided in subsection (2) of
this section.

(2) A partner who dissociates without resulting in a dissolution
and winding up of the partnership business is liable as a partner to the
other party in a transaction entered into by the partnership, or a
converted or surviving business entity under ORS 67.340 to 67.365, within
six months after the partner's dissociation only if the partner is
personally liable for the obligation under ORS 67.105 and, at the time of
entering into the transaction:

(a) The other party reasonably believed that the dissociated
partner was then a partner;

(b) The other party did not have notice of the partner's
dissociation; and

(c) The dissociation had not been advertised in a newspaper of
general circulation in the place, or in each place if more than one, at
which the partnership business is regularly carried on.

(3) By agreement with the partnership creditor and the partners
continuing the business, a dissociated partner may be released from
liability for a partnership obligation.

(4) A dissociated partner is released from liability for a
partnership obligation if a partnership creditor, with notice of the
partner's dissociation but without the partner's consent, agrees to a
material alteration in the nature or time of payment of a partnership
obligation. [1997 c.775 §32; 1999 c.362 §52] Continued use of a
partnership name, or a dissociated partner's name as part thereof, by
partners continuing the business does not of itself make the dissociated
partner liable for an obligation of the partners or the partnership
continuing the business. [1997 c.775 §33](Winding Up Partnership Business)A partnership is dissolved, and its business must be wound up,
only upon the occurrence of any of the following events:

(1) In a partnership at will, the express will of a majority of the
partners, excluding any dissociated partner;

(2) In a partnership for a definite term or particular undertaking:

(a) The express will of all the partners, excluding any dissociated
partner, to wind up the partnership business; or

(b) The expiration of the term or the completion of the undertaking;

(3) An event agreed to in the partnership agreement resulting in
the winding up of the partnership business;

(4) An event that makes it unlawful for all or substantially all of
the business of the partnership to be continued, but a cure of illegality
within 90 days after notice to the partnership of the event is effective
retroactively to the date of the event for purposes of this section;

(5) On application by a partner, a judicial determination that:

(a) The economic purpose of the partnership is likely to be
unreasonably frustrated;

(b) Another partner has engaged in conduct relating to the
partnership business that makes it not reasonably practicable to carry on
the business in partnership with that partner;

(c) It is not otherwise reasonably practicable to carry on the
partnership business in conformity with the partnership agreement; or

(d) Other circumstances render a dissolution of the partnership and
a winding up of its business equitable;

(6) On application by a transferee of a partner's transferable
interest, a judicial determination that it is equitable to wind up the
partnership business:

(a) After the expiration of the term or completion of the
undertaking, if the partnership was for a definite term or particular
undertaking at the time of the transfer or entry of the charging order
that gave rise to the transfer; or

(b) At any time, if the partnership was a partnership at will at
the time of the transfer or entry of the charging order that gave rise to
the transfer; or

(7) There are no longer two or more partners carrying on as
co-owners the business of the partnership for profit. [1997 c.775 §34] (1) Subject to
subsection (2) of this section, a partnership continues after dissolution
only for the purpose of winding up its business. The partnership is
terminated when the winding up of its business is completed.

(2) At any time after the dissolution of a partnership and before
the winding up of its business is completed, all the partners, excluding
any dissociated partner, may waive the right to have the partnership's
business wound up and the partnership terminated. In that event:

(a) The partnership resumes carrying on its business as if
dissolution had never occurred, and any liability incurred by the
partnership or a partner after the dissolution and before the waiver is
determined as if dissolution had never occurred; and

(b) The rights of a third party accruing under ORS 67.305 (1) or
arising out of conduct in reliance on the dissolution before the third
party knew or received a notification of the waiver may not be adversely
affected. [1997 c.775 §35] (1) After
dissolution, a partner who has not wrongfully dissociated may participate
in winding up the partnership's business, but on application of any
partner, partner's legal representative or transferee, the circuit court,
for good cause shown, may order judicial supervision of the winding up.

(2) The legal representative of the last surviving partner may wind
up a partnership's business.

(3) A person winding up a partnership's business may preserve the
partnership business or property as a going concern for a reasonable
time, prosecute and defend actions and proceedings, whether civil,
criminal, or administrative, settle and close the partnership's business,
dispose of and transfer the partnership's property, discharge the
partnership's liabilities, distribute the assets of the partnership
pursuant to ORS 67.315, settle disputes by mediation, arbitration or
otherwise, and perform other necessary acts. [1997 c.775 §36] A
partnership is bound by a partner's act after dissolution that:

(1) Is appropriate for winding up the partnership business; or

(2) Would have bound the partnership under ORS 67.090 before
dissolution, if:

(a) The other party to the transaction did not have notice of the
dissolution; and

(b) The dissolution had not been advertised in a newspaper of
general circulation in the place, or in each place if more than one, at
which the partnership business is regularly carried on. [1997 c.775 §37] (1)
Except as otherwise provided in subsection (2) of this section and ORS
67.105, after dissolution a partner is liable to the other partners for
the partner's share of any partnership liability incurred under ORS
67.305.

(2) A partner who, with knowledge of the dissolution, incurs a
partnership liability under ORS 67.305 (2) by an act that is not
appropriate for winding up the partnership business is liable to the
partnership for any damage caused to the partnership arising from the
liability. [1997 c.775 §38] (1)
In winding up a partnership's business, the assets of the partnership,
including the contributions of the partners required by this section,
must be applied to discharge its obligations to creditors, including, to
the extent permitted by law, partners who are creditors. Any surplus must
be applied to pay in cash the net amount distributable to partners in
accordance with their right to distributions under subsection (2) of this
section.

(2) Each partner is entitled to a settlement of all partnership
accounts upon winding up the partnership business. In settling accounts
among the partners, the profits and losses that result from the
liquidation of the partnership assets must be credited and charged to the
partners' accounts. The partnership shall make a distribution to a
partner in an amount equal to any excess of the credits over the charges
in the partner's account. A partner shall contribute to the partnership
an amount equal to any excess of the charges over the credits in the
partner's account, but excluding from the calculation of such excess,
charges attributable to an obligation for which the partner is not
personally liable under ORS 67.105.

(3) If a partner fails to contribute the full amount the partner is
personally obligated to contribute under subsection (2) of this section,
all the other partners shall contribute, in the proportions in which
those partners share partnership losses, the additional amount necessary
to satisfy the partnership obligations for which they are personally
liable under ORS 67.105. A partner or partner's legal representative may
recover from the other partners any contributions the partner makes to
the extent the amount contributed exceeds that partner's share of the
partnership obligations for which the partner is personally liable under
ORS 67.105.

(4) After the settlement of accounts, each partner shall
contribute, in the proportion in which the partner shares partnership
losses, the amount necessary to satisfy partnership obligations that were
not known at the time of the settlement for which the partner is
personally liable under ORS 67.105.

(5) The estate of a deceased partner is liable for the partner's
obligation to contribute to the partnership.

(6) An assignee for the benefit of creditors of a partnership or a
partner, or a person appointed by a court to represent creditors of a
partnership or a partner, may enforce a partner's obligation to
contribute to the partnership. [1997 c.775 §39](Conversions and Mergers)

(1) "Business entity" means:

(a) Any of the following for-profit entities:

(A) A professional corporation organized under ORS chapter 58,
predecessor law or comparable law of another jurisdiction;

(B) A corporation organized under ORS chapter 60, predecessor law
or comparable law of another jurisdiction;

(C) A limited liability company organized under ORS chapter 63 or
comparable law of another jurisdiction;

(D) A partnership organized in Oregon after January 1, 1998, or
that is registered as a limited liability partnership, or that has
elected to be governed by this chapter, and a partnership governed by law
of another jurisdiction that expressly provides for conversions and
mergers; and

(E) A limited partnership organized under ORS chapter 70,
predecessor law or comparable law of another jurisdiction; and

(b) A cooperative organized under ORS chapter 62, predecessor law
or comparable law of another jurisdiction.

(2) "General partner" means a partner in a partnership and a
general partner in a limited partnership.

(3) "Limited partner" means a limited partner in a limited
partnership.

(4) "Limited partnership" means a limited partnership created under
ORS chapter 70, predecessor law or comparable law of another jurisdiction.

(5) "Organizational document" means the following for an Oregon
business entity or, for a foreign business entity, a document equivalent
to the following:

(a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;

(b) In the case of a limited liability company, articles of
organization;

(c) In the case of a partnership, a partnership agreement and, for
a limited liability partnership, its registration; and

(d) In the case of a limited partnership, a certificate of limited
partnership.

(6) "Owner" means a:

(a) Shareholder of a corporation or of a professional corporation;

(b) Member or shareholder of a cooperative;

(c) Member of a limited liability company;

(d) Partner of a partnership; and

(e) Partner of a limited partnership.

(7) "Partner" includes both a general partner and a limited
partner. [1997 c.775 §40; 1999 c.362 §40; 2003 c.80 §28] (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] (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] (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](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 entity's 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
entity's obligations, and after conversion is an owner normally protected
from personal liability, then such owner shall continue to be personally
liable for the business entity's 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 partner's
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 owner's interest. [1999 c.362
§45; 2001 c.315 §5] (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] (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] (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] (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 entity's 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 entity's
obligations, and after merger is an owner normally protected from
personal liability, then such owner shall continue to be personally
liable for the business entity's 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 partner's 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 owner's 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]LIMITED LIABILITY PARTNERSHIPS(General Provisions)(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) (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] 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] (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] (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] (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] (1) A
certificate attached to a copy of a document filed by the Secretary of
State, bearing the Secretary of State's signature, which may be in
facsimile, is conclusive evidence that the document or a facsimile
thereof is on file with the office of the Secretary of State.

(2) The provisions of ORS 56.110 shall apply to all documents filed
pursuant to this chapter. [1997 c.775 §53] (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) 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)(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) The federal employer identification number of the partnership;

(f) 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

(g) 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] (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)(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] (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) (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 United States with respect to the right
to acquire and protect trade names. [1997 c.775 §59](Service of Process) 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) (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;

(e) The federal employer identification number of the partnership;
and

(f) 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](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] (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] (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 partnership's
name satisfies the requirements of ORS 67.625, the Secretary of State
shall reinstate the registration of the limited liability partnership.

(3) When the reinstatement is effective, it relates back to and
takes effect as of the effective date of the administrative revocation
and the partnership's status as a limited liability partnership continues
as if the administrative revocation had never occurred. [1997 c.775 §65] (1) If the Secretary of
State denies a limited liability partnership's application for
reinstatement following administrative revocation of its registration as
a limited liability partnership, the Secretary of State shall give
written notice to the limited liability partnership that explains the
reason or reasons for denial.

(2) The limited liability partnership may appeal the denial of
reinstatement pursuant to the provisions of ORS chapter 183. [1997 c.775
§66](Interstate Application) (1) A partnership, including a
limited liability partnership, created pursuant to an agreement governed
by the laws of this state, may conduct its business, carry on its
operations and have and exercise the powers granted by this chapter in
any state, territory, district or possession of the United States or in
any foreign country.

(2) It is the intent of the Legislative Assembly that the legal
existence of limited liability partnerships governed by the laws of this
state that are registered under ORS 67.590 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) (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] (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](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;

(f) The federal employer identification number of the foreign
limited liability partnership; and

(g) 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] (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](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) (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) (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) 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] (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 State's revocation of a foreign limited
liability partnership's authority to transact business in this state
appoints the Secretary of State as the foreign limited liability
partnership's 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] 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 State's revocation of its
authority to transact business in this state pursuant to the provisions
of ORS chapter 183. [1997 c.775 §77] (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
partnership's 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] 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 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] 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] 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
This chapter may be cited as the Oregon Revised
Partnership Act. [1997 c.775 §81]

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