Title 7, Corporations and Partnerships

As used in this chapter: (1) “Business” includes every trade, occupation, profession and commercial activity. (2) “Debtor in bankruptcy” means a person who is the subject of: (a) An order for relief under Title 11 of the United States Code or a comparable order under a successor …

(1)(a) For the Secretary of State to file a document under this chapter, the document must: (A) 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. (B) Be a type of doc…

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 und…

(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 s…

(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. (2) The Secretary of State files a document by indicating thereon that it has been filed by the Secretary of State and th…

(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 …

(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. (2) The…

(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. (2) A certificate of existence or authorization when issued means that: (a) The …

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] PARTNERSHIPS (Generally)

(1) A person knows a fact if the person has actual knowledge of it. (2) A person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; or (c) Has reason to know it exists from all the facts known to the person at the time in question. (3) A p…

(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 relati…

(1) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (2) 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. [Formerly 67.020]

(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: (a) The law of the state chosen by the …

(1) A partnership is an entity distinct from its partners. (2) 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. [1997 c.775 §6]

(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. (2) A partnership may be created under this …

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

(1) Property is partnership property if acquired in the name of: (a) The partnership; or (b) 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 indi…

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] (Relations of Partners to Persons Dealing With 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 carrie…

(1) Partnership property may be transferred as follows: (a) 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. (b) Partnership property held in the name of one or more part…

(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 t…

(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. (2) A person admitted as a partner into an existing partnership is not personally lia…

(1) A partnership may sue and be sued in the name of the partnership. (2) 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. (3) A judgment against a partnersh…

(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…

(1) Each partner is deemed to have an account that is: (a) 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 (b)…

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

(1) A partnership shall keep its books and records, if any, at its principal office from which the partnership conducts its business. (2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and thei…

(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. (2) A partner’s duty of loyalty to the partnership and the other partners includes the followi…

(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. (2) A partnership may maintain an action against a partner for a breach of the partn…

(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 fa…

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]

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]

(1) A transfer, in whole or in part, of a partner’s transferable interest in the partnership: (a) Is permissible; (b) Does not by itself cause the partner’s dissociation or a dissolution and winding up of the partnership business; and (c) Does not, as against the other partners o…

(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 becom…

A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) 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; (2) An event agreed to in the partnership agreem…

(1) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to ORS 67.220 (1). (2) A partner’s dissociation is wrongful only if: (a) The dissociation is in breach of an express provision of the partnership agreement; or (b) In the cas…

(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. (2) Upon a partner’s…

(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 pursu…

(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: (a) The act occurs wi…

(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…

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] (Winding…

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) In a partnership at will, the express will of a majority of the partners, excluding any dissociated partner; (2) In a partnership for a definite term or par…

(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. (2) At any time after the dissolution of a partnership and bef…

(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 o…

A partnership is bound by a partner’s act after dissolution that: (1) Is appropriate for winding up the partnership business; or (2) Would have bound the partnership under ORS 67.090 before dissolution, if: (a) The other party to the transaction did not have notice of the dissolu…

(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. (2) A partner who, with knowledge of the dissolution, inc…

(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 s…

As used in ORS 67.340 to 67.365: (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, …

(1)(a) A business entity may be converted to a partnership organized under this chapter. (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 …

(1) A plan of conversion shall be approved by each business entity that is a party to the conversion, as follows: (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 othe…