Chapter 67 — Chapter 67

ORS 67.005 Definitions. As used in this chapter

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ORS 67.010 [1997 c.775 §2; renumbered 67.040 in 2013]

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ORS 67.011 Filing requirements. (1)(a) For the Secretary of State to file a document under this chapter, the document must

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ORS 67.014 Filing, service, copying and certification fees. The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [Formerly 67.525]

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ORS 67.015 [1997 c.775 §3; renumbered 67.042 in 2013]

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ORS 67.017 Effective time and date of document. (1) Except as provided in subsection (2) of this section, a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified

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ORS 67.020 [1997 c.775 §4; renumbered 67.044 in 2013]

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ORS 67.021 Filing duty of Secretary of State. (1) If a document delivered to the office of the Secretary of State for filing satisfies the requirements of ORS 67.011, the Secretary of State shall file it

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ORS 67.024 Appeal from actions of Secretary of State. (1) If the Secretary of State refuses to file a document delivered to the office of the Secretary of State for filing, the limited liability partnership or foreign limited liability partnership, in addition to any other legal remedy that may be available, shall have the right to appeal from the order pursuant to ORS chapter 183

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ORS 67.025 [1997 c.775 §5; renumbered 67.046 in 2013]

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ORS 67.027 Evidentiary effect of copy of filed document. (1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the document or a facsimile thereof is on file with the office of the Secretary of State

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ORS 67.030 Certificate of existence or authorization. (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a limited liability partnership or a certificate of authorization for a foreign limited liability partnership

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ORS 67.033 Powers. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [Formerly 67.570]

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ORS 67.040 Knowledge and notice. (1) A person knows a fact if the person has actual knowledge of it

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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

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ORS 67.044 Supplemental principles of law. (1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter

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ORS 67.046 Governing law. (1) Except as otherwise provided in subsections (2) and (3) of this section, the relations among the partners and between the partners and the partnership and the liability of the partners for obligations of the partnership are governed by

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ORS 67.050 Partnership as entity. (1) A partnership is an entity distinct from its partners

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ORS 67.055 Creation of partnership. (1) Except as otherwise provided in subsection (3) of this section, the association of two or more persons to carry on as co-owners a business for profit creates a partnership, whether or not the persons intend to create a partnership

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ORS 67.060 Partnership property. Property acquired by a partnership is property of the partnership and not of the partners individually. [1997 c.775 §8]

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ORS 67.065 When property is partnership property. (1) Property is partnership property if acquired in the name of

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ORS 67.070 General powers of partnership. Unless restricted by applicable law, a partnership has the same powers as an individual to do all things necessary or convenient to carry on its business and affairs. [1997 c.775 §10]

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ORS 67.090 Partner agent of partnership. (1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the name of the partnership, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority

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ORS 67.095 Transfer of partnership property. (1) Partnership property may be transferred as follows

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ORS 67.100 Partnership liable for partner’s actionable conduct. (1) A partnership is liable for loss or injury caused to a person, including a partner, or for a penalty incurred as a result of 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

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ORS 67.105 Partner’s liability. (1) Except as otherwise provided in this section, all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law

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ORS 67.110 Actions by and against partnership and partners. (1) A partnership may sue and be sued in the name of the partnership

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ORS 67.115 Liability of purported partner. (1) If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made if that person relying on the false representation enters into a transaction with the actual or purported partnership. If the false representation is made in a public manner, the purported partner is liable to a person who relies upon it even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation

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ORS 67.140 Partner’s rights and duties. (1) Each partner is deemed to have an account that is

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ORS 67.145 Distributions in kind. A partner has no right to receive, and may not be required to accept, a distribution in kind. [1997 c.775 §18]

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ORS 67.150 Partner’s rights and duties with respect to information. (1) A partnership shall keep its books and records, if any, at its principal office from which the partnership conducts its business

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ORS 67.155 General standards of partner’s conduct. (1) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section

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ORS 67.160 Actions by partnership and partners. (1) A partner is liable to a partnership and the other partners for a breach of the partnership agreement or for a violation of a duty to the partnership or the other partners under this chapter

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ORS 67.165 Continuation of partnership beyond definite term or particular undertaking. (1) If a partnership for a definite term or particular undertaking is continued without an express agreement after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion so far as is consistent with a partnership at will

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ORS 67.190 Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property that can be transferred either voluntarily or involuntarily. [1997 c.775 §23]

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ORS 67.195 Partner’s transferable interest in partnership. The only transferable interest of a partner in the partnership is the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. The interest is personal property. [1997 c.775 §24]

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ORS 67.200 Transfer of whole or part of partner’s transferable interest. (1) A transfer, in whole or in part, of a partner’s transferable interest in the partnership

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ORS 67.205 Partner’s transferable interest subject to charging order. (1) On application by a judgment creditor of a partner or of a partner’s transferee, a court having jurisdiction may charge the transferable interest of 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

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ORS 67.220 Events causing partner’s dissociation. A partner is dissociated from a partnership upon the occurrence of any of the following events

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ORS 67.225 Partner’s power to dissociate; wrongful dissociation. (1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to ORS 67.220 (1)

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ORS 67.230 Effect of partner’s dissociation. (1) If a partner’s dissociation results in a dissolution and winding up of the partnership business, ORS 67.290 to 67.315 apply. If a partner’s dissociation does not result in dissolution and winding up of the partnership business, ORS 67.250 to 67.265 apply

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ORS 67.250 Purchase of dissociated partner’s interest. (1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under ORS 67.290, the 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

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ORS 67.255 Dissociated partner’s power to bind and liability to partnership. (1) If a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a converted or surviving business entity under ORS 67.340 to 67.365, is bound by an act of the dissociated partner only if

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ORS 67.260 Dissociated partner’s liability to other persons. (1) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2) of this section

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ORS 67.265 Continued use of partnership name. Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. [1997 c.775 §33]

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ORS 67.290 Events causing dissolution and winding up of partnership business. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events

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ORS 67.295 Partnership continues after dissolution. (1) Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed

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ORS 67.300 Right to wind up partnership business. (1) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership’s business, but on application of any partner, partner’s legal representative or transferee, the circuit court, for good cause shown, may order judicial supervision of the winding up

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ORS 67.305 Partner’s power to bind partnership after dissolution. A partnership is bound by a partner’s act after dissolution that

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ORS 67.310 Partner’s liability to other partners after dissolution. (1) Except as otherwise provided in subsection (2) of this section and ORS 67.105, after dissolution a partner is liable to the other partners for the partner’s share of any partnership liability incurred under ORS 67.305

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