Title 7, Corporations and Partnerships

(1) After the owners approve a conversion, the converting business entity shall: (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…

(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 …

(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 m…

(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 …

(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: (a) Articles of merger that set forth the name and type of each business entity that intends t…

(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 ea…

(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 a…

(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. (2) The application for registration shall set forth the following informa…

(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 fili…

(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 regi…

(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 cou…

(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…

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) 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 Sec…

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 partners…

(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 l…

(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 revocatio…

(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 t…

(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 posse…

(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 sec…

(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.…

(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: (a) The name of the foreign limited liability …

(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 Se…

(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 o…

(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) Th…

(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 …

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 Secret…

(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 …

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 …

(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 partner…

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…

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. [1997 c.775 §83]

This chapter may be cited as the Oregon Revised Partnership Act. [1997 c.775 §81] PENALTY

(1) A person commits the crime of signing a false document for filing if the person: (a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this cha…