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.

(2)

A partnership may be created under this chapter, a predecessor statute or a comparable law of another jurisdiction.

(3)

An association or entity created under a law other than the laws described in subsection (2) of this section is not a partnership.

(4)

In determining whether a partnership is created, the following rules apply:

(a)

Factors indicating that persons have created a partnership include:

(A)

Their receipt of or right to receive a share of profits of the business;

(B)

Their expression of an intent to be partners in the business;

(C)

Their participation or right to participate in control of the business;

(D)

Their sharing or agreeing to share losses of the business or liability for claims by third parties against the business; and

(E)

Their contributing or agreeing to contribute money or property to the business.

(b)

Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself create a partnership, even if the co-owners share profits made by the use of the property.

(c)

The sharing of gross returns does not by itself create a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(d)

It is a rebuttable presumption that a person who receives a share of the profits of a business is a partner in the business, unless the profits were received in payment of:

(A)

A debt by installments or otherwise;

(B)

Wages or other compensation to an employee or independent contractor;

(C)

Rent;

(D)

Amounts owing to a former partner, a beneficiary, representative or designee of a deceased partner or a partner with a disability, or a transferee of a partnership interest;

(E)

Interest or other charge on a loan, whether or not the amount of payment varies with the profits of the business, and whether or not the loan agreement or instrument includes a direct or indirect present or future ownership interest in collateral or rights to income, proceeds or increase in value derived from collateral; or

(F)

Consideration for the sale of a business, including goodwill, or other property by installments or otherwise.

(e)

An agreement to share losses by the owners of a business is not necessary to create a partnership. [1997 c.775 §7; 2007 c.70 §16]

Source: Section 67.055 — Creation of partnership, https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html.

Notes of Decisions

Statutory factors that indicate that persons have entered partnership displace pre-enactment case law that identified partnership characteristics, but do not displace pre-enactment case law that established evidentiary standards for identifying partnership characteristics. Wirth v. Sierra Cascade, LLC, 234 Or App 740, 230 P3d 29 (2010), Sup Ct review denied

Statutory factors that indicate that persons have entered partnership are not exclusive and may be supplemented. Wirth v. Sierra Cascade, LLC, 234 Or App 740, 230 P3d 29 (2010), Sup Ct review denied

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

Current through early 2024

§ 67.055’s source at oregon​.gov