ORS 67.140
Partner’s rights and duties

(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)

Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner’s share of the partnership losses.

(2)

Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner’s share of the profits.

(3)

A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.

(4)

A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.

(5)

A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership that accrues interest from the date of the payment or advance.

(6)

Except as otherwise provided in subsection (5) of this section, a partner shall not receive interest on the amount of capital contributed to the partnership.

(7)

Each partner has equal rights in the management and conduct of the partnership business.

(8)

A partner may use or possess partnership property only on behalf of the partnership.

(9)

A partner is not entitled to remuneration for services performed for the partnership except for reasonable compensation for services rendered in winding up the business of the partnership.

(10)

A person may become a partner only with the consent of all the partners.

(11)

A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all the partners.

(12)

A written partnership agreement may establish classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights, and may provide for the future creation of additional classes or groups of one or more partners having certain relative rights, powers and duties, including voting rights. The rights, powers or duties of a class or group of partners may be senior to those of one or more existing classes or groups of partners.

(13)

This section does not affect the obligations of a partnership to other persons under ORS 67.090 (Partner agent of partnership). [1997 c.775 §17]

Source: Section 67.140 — Partner’s rights and duties, https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html.

Notes of Decisions

Notwithstanding this provision, partnership agreement may provide that decisions outside of ordinary course of business may be made with less than unanimous consent of parties. In re Loverin Ranch, 492 B.R. 545 (Bkrtcy. D. Or. 2013)

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

§ 67.140’s source at oregon​.gov