Oregon Revised Statutes
As used in this chapter: “Business” includes every trade, occupation, profession and commercial activity. “Debtor in bankruptcy” means a person who is the subject of: An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or A comparable order under federal, state or foreign la…
(Filing Documents)
For the Secretary of State to file a document under this chapter, the document must: Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. Be a type of document that this chapter or another law requires or permits a person to file with the Secretar…
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 unde…
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. If a document specifies a delayed effective time and date, the document b…
If a document delivered to the office of the Secretary of State for filing satisfies the requirements of ORS 67.011, the Secretary of State shall file it. 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 ackno…
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. If the Secretary of State revoke…
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. The provisions of ORS 56.110 shall apply to all documents filed pursuant to this chapter.
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. A certificate of existence or authorization when issued means that: The name of the limited liability partnership or the foreign limited liability partnership is …
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. PARTNERSHIPS (Generally)
A person knows a fact if the person has actual knowledge of it. A person has notice of a fact if the person: Knows of it; Has received a notification of it; or Has reason to know it exists from all the facts known to the person at the time in question. A person notifies or gives notification to another by taking steps reasonably required to inform the o…
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. The partnershi…
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. 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.
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: The law of the state chosen by the partners to govern if that state bears a reasonable relation to the partners or to the …
A partnership is an entity distinct from its partners. A limited liability partnership continues to be the same entity that existed before the filing of a registration under ORS 67.603 and remains the same entity if its registration ceases.
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. A partnership may be created under this chapter, a predecessor statute or a comparable law of another jurisdiction. An associa…
Property acquired by a partnership is property of the partnership and not of the partners individually.
Property is partnership property if acquired in the name of: The partnership; or 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. Property is acquired in the name of the partnershi…
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. (Relations of Partners to Persons Dealing With Partnership)
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 t…
Partnership property may be transferred as follows: 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. Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capac…
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. If, in the course of the partnership’s business or while acting wit…
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. 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.…
A partnership may sue and be sued in the name of the partnership. 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. A judgment against a partnership is not by itself a judgment against a partner. Except as provided by subsection (5) of…
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 …
Each partner is deemed to have an account that is: 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 Charged with an amount equal to the money plus the value of any other property, net of th…
A partner has no right to receive, and may not be required to accept, a distribution in kind.
A partnership shall keep its books and records, if any, at its principal office from which the partnership conducts its business. 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 whic…
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. A partner’s duty of loyalty to the partnership and the other partners includes the following: To account to the partnership and hold for it any property, profit or benefit deri…
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. 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. A partner may main…
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. If the partners, or those of them wh…
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.
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.
A transfer, in whole or in part, of a partner’s transferable interest in the partnership: Is permissible; Does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and Does not, as against the other partners or the partnership, entitle the transferee, during the continuance of the partnership, to part…
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…
A partner is dissociated from a partnership upon the occurrence of any of the following events: 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; An event agreed to in the partnership agreement as causing the partner’s dissociation; The partner’s expulsion pursuant to the pa…
A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to ORS 67.220 (1). A partner’s dissociation is wrongful only if: The dissociation is in breach of an express provision of the partnership agreement; or In the case of a partnership for a definite term or particular undertaking, before the expiration of th…
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. Upon a partner’s dissociation: The partner’s right to participate in the management and conduct of the…
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. The buyout price of a dissociated partner’s …
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: The act occurs within six months after the date of dissociation; The act would have bound the partnersh…
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. A partner who dissociates without resulting in a dissolution and…
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. (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: In a partnership at will, the express will of a majority of the partners, excluding any dissociated partner; In a partnership for a definite term or particular undertaking: The express will of all the partners, excluding any dissociated …
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. At any time after the dissolution of a partnership and before the winding up of its business is completed, all the partners, excluding any dissoc…
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. The legal representative of the last surviving partner may wind u…
A partnership is bound by a partner’s act after dissolution that: Is appropriate for winding up the partnership business; or Would have bound the partnership under ORS 67.090 before dissolution, if: The other party to the transaction did not have notice of the dissolution; and The dissolution had not been advertised in a newspaper of general circulation …
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. 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 …
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 ac…
As used in ORS 67.340 to 67.365: “Business entity” means: Any of the following for-profit entities: A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction; A limited liability company orga…
A business entity may be converted to a partnership organized under this chapter. A partnership organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. A business entity may perform a conversion described in paragraph (a) or …
A plan of conversion shall be approved by each business entity that is a party to the conversion, as follows: In the case of a partnership, by all of the partners, unless a lesser vote is provided in the partnership agreement; and In the case of a business entity other than a partnership, as provided by the statutes governing that business entity. After a…
After the owners approve a conversion, the converting business entity shall: File articles of conversion that state the name and type of business entity that existed before conversion, the name and type of business entity that will exist after conversion and the names and addresses of at least two partners; and File a plan of conversion or, in lieu of a pl…
When a conversion to or from a partnership pursuant to ORS 67.342 takes effect: The business entity continues its existence despite the conversion; 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; All obligations of the converting business entity…
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 m…
A plan of merger shall be approved by each business entity that is a party to the merger, as follows: 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 In the case of a business entity other than a partnership, as provided by the statutes governing that bus…
After each business entity that is a party to a merger has approved a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State for filing: Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger, exce…
When a merger involving a partnership takes effect: 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; 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 bus…
LIMITED LIABILITY PARTNERSHIPS (Generally)
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: Renders professional service; or Is affiliated with a limited liability partnership or a foreign limited liability partnership …
After the approval required by ORS 67.600 (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. The application for registration shall set forth the following information: The name of the partnership; The address, including street and number, and mail…
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. The cancellation notice shall contain: The name of the limited liability partnership; The date of filing of the initial application for registration; A statement that the registration of the par…
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 informatio…
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: The partnership would be able to pay its debts as they become due in the ordinary course of business; and The fair value of the total assets of the partnership would equal…
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. A limited liability partnership name shall not contain the word “cooperative,” “corporation,” “corp.,” “incorporated,” “Inc.,” “limited partnership,” “L.P.,” “LP,” “Ltd.,” “limit…
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. (Annual Report)
A limited liability partnership registered to transact business in this state, and a foreign limited liability partnership authorized to transact business in this state, shall by the limited liability partnership’s anniversary deliver an annual report to the office of the Secretary of State for filing. The annual report must set forth: The name of the limit…
The Secretary of State may commence a proceeding under ORS 67.660 to administratively revoke the registration of a limited liability partnership if: The limited liability partnership does not pay when due any fees imposed by this chapter; or The limited liability partnership does not deliver its annual report to the Secretary of State when due.
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. If the limited liability partnership does not correct each ground for revocation or demonstrate to the …
A limited liability partnership for which the Secretary of State has administratively revoked the limited liability partnership’s 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 must: State the name of the limited liability partnership and th…
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. The limited liability partnership ma…
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. It is the intent of the Legis…
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. The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: Maintaining, defending or settling any proceeding; Holding meetings of the part…
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. The successor to a foreign limited liability partnership that transacted business …
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 must set forth: The name of the foreign limited liability partnership or, if the name the foreign limited liability partnership uses is unavailab…
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: Its name as shown on the records of the office of the Secretary of State; or The address of its principal office. The amendment to the applic…
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 registere…
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. The name of the foreign limited liability partnership must contain the words or the abbre…
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: The name of the foreign limited liability partnership and the name of the state or country under whose law it is regist…
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: 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 The foreign limited li…
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. If the foreign limited liability partnership does not …
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.
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: State the name of the foreign limited liability partnership and the effective date its authority was revoked; and State that the ground or gr…
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. 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.
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.
All or part of this chapter may be amended or repealed at any time and all partnerships subject to this chapter are governed by any amendment or repeal.
This chapter may be cited as the Oregon Revised Partnership Act. PENALTY
A person commits the crime of signing a false document for filing if the person: Knows the document is false in any material respect; and Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. Signing a false document for filing is a Class A misdemeanor. _______________