Oregon Statutes 67.600 – Eligibility for registration as limited liability partnership; required vote
(1) Notwithstanding any other provision of this chapter, a partnership, not including a limited partnership, may register as a limited liability partnership or apply for authority as a foreign limited liability partnership only if it:
Terms Used In Oregon Statutes 67.600
- 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
- 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
- Person: means an individual, corporation, business trust, partnership, limited liability company, association, joint venture, government, governmental subdivision, agency, instrumentality or any other legal or commercial entity. See Oregon Statutes 67.005
- Professional service: means the service rendered by a professional. See Oregon Statutes 67.005
(a) Renders professional service; or
(b) Is affiliated with a limited liability partnership or a foreign limited liability partnership that renders professional service and renders services related to or complementary to the professional service rendered by, or provides services or facilities to, the limited liability partnership or foreign limited liability partnership that renders professional service.
(2) For purposes of subsection (1) of this section, a partnership is affiliated with a limited liability partnership or foreign limited liability partnership that renders professional services if:
(a) At least a majority of partners in one partnership are partners in the other partnership;
(b) At least a majority of the partners in each partnership also are partners or hold interest in another person and each partnership renders services pursuant to an agreement with such other person; or
(c) One partnership directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the other partnership.
(3) The terms and conditions by which a partnership becomes a limited liability partnership and a decision to cancel registration as a limited liability partnership must be approved by either:
(a) The vote of the partners necessary to amend the partnership agreement; or
(b) In the case of a partnership agreement that includes provisions that expressly address the obligations of partners to make contributions to cover partnership losses, the vote of the partners necessary to amend such provisions. [Formerly 67.500]
(Registration)