Partnerships

ORS 67.340
Definitions for ORS 67.340 to 67.365


As used in ORS 67.340 (Definitions for ORS 67.340 to 67.365) to 67.365 (Effect of merger):

(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, predecessor law or comparable law of another jurisdiction;

(C)

A limited liability company organized under ORS chapter 63 or comparable law of another jurisdiction;

(D)

A partnership organized in Oregon after January 1, 1998, or that is registered as a limited liability partnership, or that has elected to be governed by this chapter, and a partnership governed by law of another jurisdiction that expressly provides for conversions and mergers; and

(E)

A limited partnership organized under ORS chapter 70, predecessor law or comparable law of another jurisdiction; and

(b)

A cooperative organized under ORS chapter 62, predecessor law or comparable law of another jurisdiction.

(2)

“General partner” means a partner in a partnership and a general partner in a limited partnership.

(3)

“Limited partner” means a limited partner in a limited partnership.

(4)

“Limited partnership” means a limited partnership created under ORS chapter 70, predecessor law or comparable law of another jurisdiction.

(5)

“Organizational document” means the following for an Oregon business entity or, for a foreign business entity, a document equivalent to the following:

(a)

In the case of a corporation, professional corporation or cooperative, articles of incorporation;

(b)

In the case of a limited liability company, articles of organization;

(c)

In the case of a partnership, a partnership agreement and, for a limited liability partnership, its registration; and

(d)

In the case of a limited partnership, a certificate of limited partnership.

(6)

“Owner” means a:

(a)

Shareholder of a corporation or of a professional corporation;

(b)

Member or shareholder of a cooperative;

(c)

Member of a limited liability company;

(d)

Partner of a partnership; and

(e)

Partner of a limited partnership.

(7)

“Partner” includes both a general partner and a limited partner. [1997 c.775 §40; 1999 c.362 §40; 2003 c.80 §28]

Source

Last accessed
Jun. 26, 2021