Chapter 67 — Chapter 67
105 sections in this chapter.
ORS 67.315 Settlement of accounts and contributions among partners. (1) In winding up a partnership’s business, the assets of the partnership, including the contributions of the partners required by this section, must be applied 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
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(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 partne…
ORS 67.340 Definitions for ORS 67.340 to 67.365. As used in ORS 67.340 to 67.365
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(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…
ORS 67.342 Conversion. (1)(a) A business entity may be converted to a partnership organized under this chapter
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(b) 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. (c) A business entity may perform a conversion described in paragraph (a)…
ORS 67.344 Action on plan of conversion. (1) A plan of conversion shall be approved by each business entity that is a party to the conversion, as follows
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(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 approv…
ORS 67.345 [1997 c.775 §41; repealed by 1999 c.362 §67]
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[Repealed or reserved.]
ORS 67.346 Articles and plan of conversion. (1) After the owners approve a conversion, the converting business entity shall
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(a) 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 (b) File a plan of conversion or, in lie…
ORS 67.348 Effect of conversion; entity existence continues; assumed business name. (1) When a conversion to or from a partnership pursuant to ORS 67.342 takes effect
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(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 busine…
ORS 67.350 [1997 c.775 §42; repealed by 1999 c.362 §67]
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[Repealed or reserved.]
ORS 67.355 [1997 c.775 §43; repealed by 1999 c.362 §67]
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[Repealed or reserved.]
ORS 67.360 Merger. (1) One or more business entities may merge into a partnership organized under this chapter if the merger is permitted by the statutes governing each 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
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(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) Th…
ORS 67.362 Action on plan of merger. (1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows
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(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…
ORS 67.364 Articles and plan of merger. (1) 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
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(a) 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, except that no filing is required if all of the parties to the merger are partnerships that have not re…
ORS 67.365 Effect of merger. (1) When a merger involving a partnership takes effect
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(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 mer…
ORS 67.370 [1997 c.775 §46; repealed by 1999 c.362 §67]
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[Repealed or reserved.]
ORS 67.500 [1997 c.775 §47; renumbered 67.600 in 2013]
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[Repealed or reserved.]
ORS 67.520 [1997 c.775 §48; 2013 c.159 §12; renumbered 67.011 in 2013]
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[Repealed or reserved.]
ORS 67.525 [1997 c.775 §49; 1999 c.362 §§50,50a; renumbered 67.014 in 2013]
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[Repealed or reserved.]
ORS 67.530 [1997 c.775 §50; renumbered 67.017 in 2013]
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[Repealed or reserved.]
ORS 67.535 [1997 c.775 §51; 1999 c.486 §12; renumbered 67.021 in 2013]
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[Repealed or reserved.]
ORS 67.540 [1997 c.775 §52; renumbered 67.024 in 2013]
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[Repealed or reserved.]
ORS 67.545 [1997 c.775 §53; renumbered 67.027 in 2013]
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[Repealed or reserved.]
ORS 67.550 [1997 c.775 §54; renumbered 67.030 in 2013]
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[Repealed or reserved.]
ORS 67.570 [1997 c.775 §55; renumbered 67.033 in 2013]
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[Repealed or reserved.]
ORS 67.590 [1997 c.775 §56; 1997 c.774 §15a; 2007 c.186 §9; renumbered 67.603 in 2013]
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[Repealed or reserved.]
ORS 67.595 [1997 c.775 §57; renumbered 67.606 in 2013]
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LIMITED LIABILITY PARTNERSHIPS (Generally)
ORS 67.600 Eligibility for registration as a limited liability partnership; required vote. (1) Notwithstanding any other provision of this chapter, a partnership, not including a limited partnership, may register as a limited liability partnership or apply for authority as a foreign limited liability partnership only if it
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(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 …
ORS 67.603 Application for registration; effective date; fee; duration of status as limited liability partnership. (1) 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
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(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 mailin…
ORS 67.606 Cancellation of registration; effect. (1) A registration of a limited liability partnership may be canceled by delivering to the office of the Secretary of State for filing a written cancellation notice
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(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)…
ORS 67.610 Effect of changes in partnership on limited liability partnership status and liability of partners; amendment of application for registration. (1) The status of a partnership as a limited liability partnership is not affected by changes, occurring after the filing of an application for registration, 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
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(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 partnersh…
ORS 67.615 Distributions to partners. (1) A distribution may be made by a limited liability partnership to any partner only if, after giving effect to the distribution, in the judgment of the partners approving the distribution
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(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 dete…
ORS 67.625 Limited liability partnership name. (1) The name of the limited liability partnership shall contain the word “limited liability partnership” or the abbreviation “L.L.P.” or “LLP” as the last words or letters of its name
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(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 use…
ORS 67.635 Service of process on limited liability partnership. Service of process shall be made upon a limited liability partnership or a foreign limited liability partnership in the same manner as service is made upon a general partnership under the Oregon Rules of Civil Procedure. [1997 c.775 §61]
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(Annual Report)
ORS 67.645 Annual report; updates; rules. (1) 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
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(a) The name of the limited liability partnership and the state or country under whose law the limited liability partnership is registered or qualified as a limited liability partnership; (b) The address, including street and number, and mailing address, if different, of the prin…
ORS 67.655 Grounds for administrative revocation. The Secretary of State may commence a proceeding under ORS 67.660 to administratively revoke the registration of a limited liability partnership if
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(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]
ORS 67.660 Procedure for and effect of administrative revocation. (1) If the Secretary of State determines that one or more grounds exist under ORS 67.655 for revoking the registration of a limited liability partnership, the Secretary of State shall give the limited liability partnership written notice of the determination
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(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…
ORS 67.665 Reinstatement following administrative revocation. (1) 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
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(a) State the name of the limited liability partnership and the effective date of the administrative revocation of the limited liability partnership’s registration as a limited liability partnership; and (b) State that the ground or grounds for revocation either did not exist or …
ORS 67.670 Appeal from denial of reinstatement. (1) If the Secretary of State denies a limited liability partnership’s application for reinstatement following administrative revocation of its registration as a limited liability partnership, the Secretary of State shall give written notice to the limited liability partnership that explains the reason or reasons for denial
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(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)
ORS 67.680 Interstate application. (1) A partnership, including a limited liability partnership, created pursuant to an agreement governed by the laws of this state, may conduct its business, carry 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
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(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 67.603 be recognized outside the boundaries of this state and that the laws of this state governing such li…
ORS 67.700 Authority to transact business. (1) A foreign limited liability partnership may not transact business in this state until it has been authorized to do so by the Secretary of State
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(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 inte…
ORS 67.705 Consequences of transacting business without authority. (1) A foreign limited liability partnership transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state
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(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 …
ORS 67.710 Application for authority to transact business; effective date of authorization. (1) A foreign limited liability partnership may apply for authority to transact business in this state by delivering an application for authorization to the office of the Secretary of State for filing. The application must set forth
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(a) The name of the foreign limited liability partnership or, if the name the foreign limited liability partnership uses 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 the f…
ORS 67.715 Amendment to application for authority. (1) A foreign limited liability partnership authorized to transact business in this state shall deliver an amendment to its application for authorization to the office of the Secretary of State for filing if it changes
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(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 e…
ORS 67.720 Limitations applicable to foreign limited liability partnerships. (1) Except as provided in subsection (2) of this section, a foreign limited liability partnership may not be denied authorization to transact business in this 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
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(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,…
ORS 67.730 Name of foreign limited liability partnership. (1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign limited liability partnership to transact business in this state if the name of the foreign limited liability partnership does not conform to ORS 67.625
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(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 partne…
ORS 67.740 Withdrawal of foreign limited liability partnership. (1) A foreign limited liability partnership authorized to transact business in this state may withdraw from transacting business in this state by applying to the office of the Secretary of State for withdrawal. The application shall set forth
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(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) …
ORS 67.750 Grounds for revocation. The Secretary of State may commence a proceeding under ORS 67.755 to revoke the authority of a foreign limited liability partnership to transact business in this state if
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(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 i…
ORS 67.755 Procedure for and effect of revocation. (1) If the Secretary of State determines that one or more grounds exist under ORS 67.750 for revocation of authority of a foreign limited liability partnership to transact business in this state, the Secretary of State shall give the foreign limited liability partnership written notice of the determination
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(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 Secr…
ORS 67.760 Appeal from revocation. In addition to any other legal remedy which may be available, a foreign limited liability partnership shall have the right to appeal the Secretary of State’s revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. [1997 c.775 §77]
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[Repealed or reserved.]
ORS 67.765 Reinstatement of authority. (1) A foreign limited liability partnership which has had its authority revoked under ORS 67.755 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall
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(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 a…
ORS 67.770 Action by Attorney General. The Attorney General may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of this chapter. [1997 c.775 §79]
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MISCELLANEOUS