ORS 67.348
Effect of conversion

  • entity existence continues
  • assumed business name

(1)

When a conversion to or from a partnership pursuant to ORS 67.342 (Conversion) takes effect:

(a)

The business entity continues its existence despite the conversion;

(b)

Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment;

(c)

All obligations of the converting business entity, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the converted business entity;

(d)

An action or proceeding pending against the converting business entity or its owners may be continued as if the conversion had not occurred, or the converted business entity may be substituted as a party to the action or proceeding;

(e)

The ownership interests of each owner that are to be converted into ownership interests or obligations of the converted business entity or any other business entity, or into cash or other property, are converted as provided in the plan of conversion;

(f)

Liability of an owner for obligations of the business entity, including, without limitation, contractual, tort, statutory and administrative obligations, shall be determined:

(A)

As to obligations incurred prior to conversion, according to the laws applicable prior to conversion, except as provided in paragraph (g) of this subsection; and

(B)

As to obligations incurred after conversion, according to the laws applicable after conversion, except as provided in paragraph (h) of this subsection;

(g)

If the converting business entity is a partnership other than a limited liability partnership and its obligations incurred before the conversion are not satisfied by the converted business entity, the persons who were partners of the converting business entity immediately before the effective date of the conversion shall contribute the amount necessary to satisfy the converting business entity’s obligations in the manner provided in ORS 67.315 (Settlement of accounts and contributions among partners) as if the converting business entity were dissolved;

(h)

If prior to conversion an owner of a business entity was a partner of a partnership or general partner of a limited partnership or a foreign limited partnership, and was personally liable for the business entity’s obligations, and after conversion is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entity’s obligations incurred during the 12 months following conversion, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the conversion; and

(i)

The registrants of an assumed business name that is used as the name of a partnership that is a converting business entity shall file an application to cancel the registration under ORS chapter 648, and the converted business entity, if it intends to continue using the name, shall file an assumed business name registration for the name under ORS chapter 648.

(2)

Owners of the business entity that converted are entitled to the rights provided in the plan of conversion and:

(a)

Any partner who did not vote in favor of the conversion is deemed to have dissociated from the partnership effective immediately before the conversion unless, within 60 days after the later of the effective date of the conversion or the date the partner receives notice of the conversion, the partner notifies the partnership of the partner’s desire not to dissociate. A dissociation under this paragraph is not a wrongful withdrawal; and

(b)

In the case of owners of business entities other than partnerships, the rights provided in the statutes applicable to the business entity prior to conversion, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owner’s interest. [1999 c.362 §45; 2001 c.315 §5]

Source: Section 67.348 — Effect of conversion; entity existence continues; assumed business name, https://www.­oregonlegislature.­gov/bills_laws/ors/ors067.­html.

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

§ 67.348’s source at oregon​.gov