ORS 67.005
Definitions


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 statute of general application; or

(b)

A comparable order under federal, state or foreign law governing insolvency.

(3)

“Dissociated partner” means a partner with respect to whom an event specified in ORS 67.220 (Events causing partner’s dissociation) has occurred.

(4)

“Distribution” means a transfer of money or other property from a partnership to a partner in the partner’s capacity as a partner or to the partner’s transferee.

(5)

“Foreign limited liability partnership” means a partnership that:

(a)

Is formed under laws other than the law of this state; and

(b)

Has the status of a limited liability partnership under those laws.

(6)

“Limited liability partnership” means a partnership that has registered under ORS 67.603 (Application for registration), and has not registered or qualified in any other jurisdiction other than as a foreign limited liability partnership.

(7)

“Partnership” means an association of two or more persons to carry on as co-owners a business for profit created under ORS 67.055 (Creation of partnership), predecessor law, or comparable law of another jurisdiction. A partnership includes a limited liability partnership.

(8)

“Partnership agreement” means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement.

(9)

“Partnership at will” means a partnership in which the partners have not agreed to remain partners until the expiration of a definite term or the completion of a particular undertaking.

(10)

“Partnership interest” or “partner’s interest in the partnership” means all of a partner’s interests in the partnership, including the partner’s transferable interest and all management and other rights.

(11)

“Person” means an individual, corporation, business trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, instrumentality or any other legal or commercial entity.

(12)

“Professional” means:

(a)

Accountants licensed under ORS 673.010 (Definitions for ORS 673.010 to 673.465) to 673.465 (Authority of Oregon Board of Accountancy to require fingerprints) or the laws of another state;

(b)

Architects registered under ORS 671.010 (Definitions for ORS 671.010 to 671.220) to 671.220 (Civil penalties) or licensed or registered under the laws of another state;

(c)

Attorneys licensed under ORS 9.005 (Definitions for ORS 9.005 to 9.757) to 9.757 (Retention of client materials) or the laws of another state;

(d)

Chiropractors licensed under ORS chapter 684 or the laws of another state;

(e)

Dentists licensed under ORS chapter 679 or the laws of another state;

(f)

Landscape architects licensed under ORS 671.310 (Definitions for ORS 671.310 to 671.459) to 671.459 (State Landscape Architect Board) or the laws of another state;

(g)

Naturopaths licensed under ORS chapter 685 or the laws of another state;

(h)

Nurse practitioners licensed under ORS 678.010 (Definitions for ORS 678.010 to 678.410) to 678.410 (Fees) or the laws of another state;

(i)

Psychologists licensed under ORS 675.010 (Definitions for ORS 675.010 to 675.150) to 675.150 (Enforcement procedures) or the laws of another state;

(j)

Physicians licensed under ORS chapter 677 or the laws of another state;

(k)

Medical imaging licensees under ORS 688.405 (Definitions for ORS 688.405 to 688.605) to 688.605 (Duty to report violation) or the laws of another state;

(L)

Real estate appraisers licensed under ORS chapter 674 or the laws of another state; and

(m)

Other persons providing to the public types of personal service or services substantially similar to those listed in paragraphs (a) to (L) of this subsection that may be lawfully rendered only pursuant to a license.

(13)

“Professional service” means the service rendered by a professional.

(14)

“Property” means all property, real, personal or mixed, tangible or intangible, or any interest therein.

(15)

“State” means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States.

(16)

“Transfer” includes an assignment, conveyance, lease, mortgage, deed, encumbrance, creation of a security interest and any other disposition.

(17)

“Transferable interest of a partner in the partnership” means the partner’s share of the profits and losses of the partnership and the partner’s right to receive distributions. [1997 c.775 §1; 2003 c.14 §25; 2009 c.294 §8; 2009 c.833 §28; 2013 c.129 §22; 2013 c.196 §18]
67.005
Definitions
67.011
Filing requirements
67.014
Filing, service, copying and certification fees
67.017
Effective time and date of document
67.021
Filing duty of Secretary of State
67.024
Appeal from actions of Secretary of State
67.027
Evidentiary effect of copy of filed document
67.030
Certificate of existence or authorization
67.033
Powers
67.040
Knowledge and notice
67.042
Effect of partnership agreement
67.044
Supplemental principles of law
67.046
Governing law
67.050
Partnership as entity
67.055
Creation of partnership
67.060
Partnership property
67.065
When property is partnership property
67.070
General powers of partnership
67.090
Partner agent of partnership
67.095
Transfer of partnership property
67.100
Partnership liable for partner’s actionable conduct
67.105
Partner’s liability
67.110
Actions by and against partnership and partners
67.115
Liability of purported partner
67.140
Partner’s rights and duties
67.145
Distributions in kind
67.150
Partner’s rights and duties with respect to information
67.155
General standards of partner’s conduct
67.160
Actions by partnership and partners
67.165
Continuation of partnership beyond definite term or particular undertaking
67.190
Partner not co-owner of partnership property
67.195
Partner’s transferable interest in partnership
67.200
Transfer of whole or part of partner’s transferable interest
67.205
Partner’s transferable interest subject to charging order
67.220
Events causing partner’s dissociation
67.225
Partner’s power to dissociate
67.230
Effect of partner’s dissociation
67.250
Purchase of dissociated partner’s interest
67.255
Dissociated partner’s power to bind and liability to partnership
67.260
Dissociated partner’s liability to other persons
67.265
Continued use of partnership name
67.290
Events causing dissolution and winding up of partnership business
67.295
Partnership continues after dissolution
67.300
Right to wind up partnership business
67.305
Partner’s power to bind partnership after dissolution
67.310
Partner’s liability to other partners after dissolution
67.315
Settlement of accounts and contributions among partners
67.340
Definitions for ORS 67.340 to 67.365
67.342
Conversion
67.344
Action on plan of conversion
67.346
Articles and plan of conversion
67.348
Effect of conversion
67.360
Merger
67.362
Action on plan of merger
67.364
Articles and plan of merger
67.365
Effect of merger
67.600
Eligibility for registration as a limited liability partnership
67.603
Application for registration
67.606
Cancellation of registration
67.610
Effect of changes in partnership on limited liability partnership status and liability of partners
67.615
Distributions to partners
67.625
Limited liability partnership name
67.635
Service of process on limited liability partnership
67.645
Annual report
67.655
Grounds for administrative revocation
67.660
Procedure for and effect of administrative revocation
67.665
Reinstatement following administrative revocation
67.670
Appeal from denial of reinstatement
67.680
Interstate application
67.700
Authority to transact business
67.705
Consequences of transacting business without authority
67.710
Application for authority to transact business
67.715
Amendment to application for authority
67.720
Limitations applicable to foreign limited liability partnerships
67.730
Name of foreign limited liability partnership
67.740
Withdrawal of foreign limited liability partnership
67.750
Grounds for revocation
67.755
Procedure for and effect of revocation
67.760
Appeal from revocation
67.765
Reinstatement of authority
67.770
Action by Attorney General
67.800
Uniformity of application and construction
67.805
Severability
67.810
Partnership subject to amendment or repeal of chapter
67.815
Short title
67.990
Penalty for signing false document
Green check means up to date. Up to date