Oregon Law
Law as of Jan 1, 2026
Chapter contents
67.005Definitions 67.010[1997 c.775 §2; renumbered 67.040 in 2013] 67.011Filing requirements 67.014Filing, service, copying and certification fees 67.015[1997 c.775 §3; renumbered 67.042 in 2013] 67.017Effective time and date of document 67.020[1997 c.775 §4; renumbered 67.044 in 2013] 67.021Filing duty of Secretary of State 67.024Appeal from actions of Secretary of State 67.025[1997 c.775 §5; renumbered 67.046 in 2013] 67.027Evidentiary effect of copy of filed document 67.030Certificate of existence or authorization 67.033Powers 67.040Knowledge and notice 67.042Effect of partnership agreement; nonwaivable provisions 67.044Supplemental principles of law 67.046Governing law 67.050Partnership as entity 67.055Creation of partnership 67.060Partnership property 67.065When property is partnership property 67.070General powers of partnership 67.090Partner agent of partnership 67.095Transfer of partnership property 67.100Partnership liable for partner’s actionable conduct 67.105Partner’s liability 67.110Actions by and against partnership and partners 67.115Liability of purported partner 67.140Partner’s rights and duties 67.145Distributions in kind 67.150Partner’s rights and duties with respect to information 67.155General standards of partner’s conduct 67.160Actions by partnership and partners 67.165Continuation of partnership beyond definite term or particular undertaking 67.190Partner not co-owner of partnership property 67.195Partner’s transferable interest in partnership 67.200Transfer of whole or part of partner’s transferable interest 67.205Partner’s transferable interest subject to charging order 67.220Events causing partner’s dissociation 67.225Partner’s power to dissociate; wrongful dissociation 67.230Effect of partner’s dissociation 67.250Purchase of dissociated partner’s interest 67.255Dissociated partner’s power to bind and liability to partnership 67.260Dissociated partner’s liability to other persons 67.265Continued use of partnership name 67.290Events causing dissolution and winding up of partnership business 67.295Partnership continues after dissolution 67.300Right to wind up partnership business 67.305Partner’s power to bind partnership after dissolution 67.310Partner’s liability to other partners after dissolution 67.315Settlement of accounts and contributions among partners 67.340Definitions for ORS 67.340 to 67.365 67.342Conversion 67.344Action on plan of conversion 67.345[1997 c.775 §41; repealed by 1999 c.362 §67] 67.346Articles and plan of conversion 67.348Effect of conversion; entity existence continues; assumed business name 67.350[1997 c.775 §42; repealed by 1999 c.362 §67] 67.355[1997 c.775 §43; repealed by 1999 c.362 §67] 67.360Merger 67.362Action on plan of merger 67.364Articles and plan of merger 67.365Effect of merger 67.370[1997 c.775 §46; repealed by 1999 c.362 §67] 67.500[1997 c.775 §47; renumbered 67.600 in 2013] 67.520[1997 c.775 §48; 2013 c.159 §12; renumbered 67.011 in 2013] 67.525[1997 c.775 §49; 1999 c.362 §§50,50a; renumbered 67.014 in 2013] 67.530[1997 c.775 §50; renumbered 67.017 in 2013] 67.535[1997 c.775 §51; 1999 c.486 §12; renumbered 67.021 in 2013] 67.540[1997 c.775 §52; renumbered 67.024 in 2013] 67.545[1997 c.775 §53; renumbered 67.027 in 2013] 67.550[1997 c.775 §54; renumbered 67.030 in 2013] 67.570[1997 c.775 §55; renumbered 67.033 in 2013] 67.590[1997 c.775 §56; 1997 c.774 §15a; 2007 c.186 §9; renumbered 67.603 in 2013] 67.595[1997 c.775 §57; renumbered 67.606 in 2013] 67.600Eligibility for registration as a limited liability partnership; required vote 67.603Application for registration; effective date; fee; duration of status as limited liability partnership 67.606Cancellation of registration; effect 67.610Effect of changes in partnership on limited liability partnership status and liability of partners; amendment of application for registration 67.615Distributions to partners 67.625Limited liability partnership name 67.635Service of process on limited liability partnership 67.645Annual report; updates; rules 67.655Grounds for administrative revocation 67.660Procedure for and effect of administrative revocation 67.665Reinstatement following administrative revocation 67.670Appeal from denial of reinstatement 67.680Interstate application 67.700Authority to transact business 67.705Consequences of transacting business without authority 67.710Application for authority to transact business; effective date of authorization 67.715Amendment to application for authority 67.720Limitations applicable to foreign limited liability partnerships 67.730Name of foreign limited liability partnership 67.740Withdrawal of foreign limited liability partnership 67.750Grounds for revocation 67.755Procedure for and effect of revocation 67.760Appeal from revocation 67.765Reinstatement of authority 67.770Action by Attorney General 67.800Uniformity of application and construction 67.805Severability 67.810Partnership subject to amendment or repeal of chapter 67.815Short title 67.990Penalty for signing false document

Chapter 67 — Partnerships; Limited Liability Partnerships

ORS 67.042 Effect of partnership agreement; nonwaivable provisions

(1)

Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

(2)

The partnership agreement may not:

(a)

Unreasonably restrict the right of access to books and records under ORS 67.150 (2);

(b)

Eliminate the duty of loyalty under ORS 67.155 (2) or 67.230 (2)(c), but:

(A)

The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not unconscionable; or

(B)

All the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;

(c)

Unreasonably reduce the duty of care under ORS 67.155 (3) or 67.230 (2)(c);

(d)

Eliminate the obligation of good faith and fair dealing under ORS 67.155 (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not unconscionable;

(e)

Vary the power to dissociate as a partner under ORS 67.225 (1), except to require the notice under ORS 67.220 (1) to be in writing;

(f)

Vary the right of a court to expel a partner in the events specified in ORS 67.220 (5);

(g)

Vary the requirement to wind up the partnership business in cases specified in ORS 67.290 (4), (5), (6) or (7);

(h)

Choose a governing law not permitted under ORS 67.046 (1) or vary the application of this state’s law with respect to a limited liability partnership or a foreign limited liability partnership pursuant to ORS 67.046 (2) or (3); or

(i)

Restrict rights of third parties under this chapter.

Official sources · 2Tap to view provenance and version history

Online copy of the published ORS edition

Provenance

Version history

Earlier statutory text is available in an ingested published ORS edition.