Oregon Statutes 67.042 – Effect of partnership agreement; non- waivable provisions
(1) Except as otherwise provided in subsection (2) of this section, relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
Terms Used In Oregon Statutes 67.042
- Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
- 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. See Oregon Statutes 67.005
- Limited liability partnership: means a partnership that has registered under ORS § 67. See Oregon Statutes 67.005
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two or more persons to carry on as co-owners a business for profit created under ORS § 67. See Oregon Statutes 67.005
- Partnership agreement: means the agreement, whether written, oral or implied, among the partners concerning the partnership, including amendments to the partnership agreement. See Oregon Statutes 67.005
- 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. See Oregon Statutes 67.005
- Violate: includes failure to comply. See Oregon Statutes 174.100
(2) The partnership agreement may not:
(a) Unreasonably restrict the right of access to books and records under ORS § 67.150 (2);
(b) Eliminate the duty of loyalty under ORS § 67.155 (2) or 67.230 (2)(c), but:
(A) The partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not unconscionable; or
(B) All the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(c) Unreasonably reduce the duty of care under ORS § 67.155 (3) or 67.230 (2)(c);
(d) Eliminate the obligation of good faith and fair dealing under ORS § 67.155 (4), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not unconscionable;
(e) Vary the power to dissociate as a partner under ORS § 67.225 (1), except to require the notice under ORS § 67.220 (1) to be in writing;
(f) Vary the right of a court to expel a partner in the events specified in ORS § 67.220 (5);
(g) Vary the requirement to wind up the partnership business in cases specified in ORS § 67.290 (4), (5), (6) or (7);
(h) Choose a governing law not permitted under ORS § 67.046 (1) or vary the application of this state‘s law with respect to a limited liability partnership or a foreign limited liability partnership pursuant to ORS § 67.046 (2) or (3); or
(i) Restrict rights of third parties under this chapter. [Formerly 67.015]