Oregon Statutes 67.360 – Merger
(1) One or more business entities may merge into a partnership organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A partnership organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction if:
Terms Used In Oregon Statutes 67.360
- Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Limited liability partnership: means a partnership that has registered under ORS § 67. See Oregon Statutes 67.005
- 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
- Property: means all property, real, personal or mixed, tangible or intangible, or any interest therein. 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
(a) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity;
(b) A plan of merger is approved by each business entity that is a party to the merger;
(c) Articles of merger are filed in this state; and
(d) The partnership complies with all requirements imposed under the laws of this state and, if applicable, the laws of the other jurisdiction with respect to the merger.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to merge;
(b) The name and type of the business entity that will survive;
(c) A summary of the material terms and conditions of the merger;
(d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property in whole or in part; and
(e) If any party is a business entity other than a partnership, any additional information required for a merger by the statutes governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the partnership agreement of a partnership and, if applicable, its registration as a limited liability partnership if the partnership is the surviving business entity; and
(b) Other provisions relating to the merger. [1997 c.775 § 44; 1999 c.362 § 46; 2001 c.315 § 19; 2003 c.80 § 23]