Terms Used In Oregon Statutes > Chapter 67 > Limited Liability Partnerships

• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Affirmed: In the practice of the appellate courts, the decree or order is declared valid and will stand as rendered in the lower court.
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Amortization: Paying off a loan by regular installments.
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• Any other state: includes any state and the District of Columbia. See Oregon Statutes 174.100
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
• Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
• Articles: means articles of incorporation, articles of conversion or articles of merger. See Oregon Statutes 62.015
• Articles of organization: means the document described in ORS § 63. See Oregon Statutes 63.001
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
• Board: means board of directors. See Oregon Statutes 62.015
• Bond: means a contractual undertaking or instrument of a public body to repay borrowed moneys. See Oregon Statutes 287A.001
• Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
• Capital construction: has the meaning given that term in ORS § 310. See Oregon Statutes 287A.001
• Capital costs: has the meaning given that term in ORS § 310. See Oregon Statutes 287A.001
• Capital improvements: has the meaning given that term in ORS § 310. See Oregon Statutes 287A.001
• Chambers: A judge's office.
• Chief judge: The judge who has primary responsibility for the administration of a court but also decides cases; chief judges are determined by seniority.
• City: includes any incorporated village or town. See Oregon Statutes 174.100
• Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Contract: A legal written agreement that becomes binding when signed.
• Contribution: means anything of value that a person contributes to the limited liability company as a prerequisite for or in connection with membership including cash, property or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services. See Oregon Statutes 63.001
• Conviction: A judgement of guilt against a criminal defendant.
• Cooperative: means a cooperative corporation that is subject to the provisions of this chapter. See Oregon Statutes 62.015
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Corporation: means a corporation that is not a cooperative. See Oregon Statutes 62.015
• Credit enhancement device: means a letter of credit, line of credit, standby bond purchase agreement, bond insurance policy, reserve surety bond or other device or facility used to enhance the creditworthiness, liquidity or marketability of bonds or agreements for exchange of interest rates. See Oregon Statutes 287A.001
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Decedent: A deceased person.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Department: means the Department of State Lands. See Oregon Statutes 274.005
• Department: means the Oregon Department of Administrative Services. See Oregon Statutes 276.001
• Deposition: An oral statement made before an officer authorized by law to administer oaths. Such statements are often taken to examine potential witnesses, to obtain discovery, or to be used later in trial.
• Director: means the Director of the Department of State Lands. See Oregon Statutes 274.005
• Director: means the Director of the Oregon Department of Administrative Services. See Oregon Statutes 276.001
• Distribution: means a direct or indirect transfer of money or other property, except of a limited liability company's own interests, or a limited liability company's incurrence of indebtedness to or for the benefit of the limited liability company's members in respect of a member's interests, whether in the form of a declaration or payment of profits, a purchase, retirement or other acquisition of interests, a distribution of indebtedness, or otherwise. See Oregon Statutes 63.001
• Distribution: means a transfer of money or other property from a partnership to a partner in the partner's capacity as a partner or to the partner's transferee. See Oregon Statutes 67.005
• domestic limited liability company: means an entity that is an unincorporated association that has one or more members and is organized under this chapter. See Oregon Statutes 63.001
• Domestic nonprofit corporation: means a corporation not for profit that is incorporated under ORS Chapter 65. See Oregon Statutes 63.001
• Domestic professional corporation: means a corporation that is organized under ORS Chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS Chapter 58. See Oregon Statutes 63.001
• Donor: The person who makes a gift.
• Electronic funds transfer: The transfer of money between accounts by consumer electronic systems-such as automated teller machines (ATMs) and electronic payment of bills-rather than by check or cash. (Wire transfers, checks, drafts, and paper instruments do not fall into this category.) ^{Source: OCC}
• Entity: means a domestic or foreign limited liability company, corporation, professional corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign cooperative corporation, profit or nonprofit unincorporated association, business trust, domestic or foreign general or limited partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government or any foreign government. See Oregon Statutes 63.001
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Escrow: Money given to a third party to be held for payment until certain conditions are met.
• Exhibits: means exhibits offered and received or rejected in the trial court. See Oregon Statutes 19.005
• Fee simple: Absolute title to property with no limitations or restrictions regarding the person who may inherit it.
• Fiduciary: A trustee, executor, or administrator.
• Foreign cooperative: means a cooperative corporation that is organized under laws other than the laws of this state. See Oregon Statutes 62.015
• Foreign corporation: means a corporation for profit that is incorporated under laws other than the laws of the state. See Oregon Statutes 63.001
• Foreign limited liability company: means an entity that is an unincorporated association organized under laws other than the laws of the state and that is organized under a statute under which an association may be formed that affords to each of the entity's members limited liability with respect to the liabilities of the entity. See Oregon Statutes 63.001
• 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

• Foreign nonprofit corporation: means a corporation not for profit that is organized under laws other than the laws of the state. See Oregon Statutes 63.001
• Foreign professional corporation: means a professional corporation that is organized under laws other than the laws of the state. See Oregon Statutes 63.001
• Fraud: Intentional deception resulting in injury to another.
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
• Hearsay: Statements by a witness who did not see or hear the incident in question but heard about it from someone else. Hearsay is usually not admissible as evidence in court.
• Impeachment: (1) The process of calling something into question, as in "impeaching the testimony of a witness." (2) The constitutional process whereby the House of Representatives may "impeach" (accuse of misconduct) high officers of the federal government for trial in the Senate.
• Indemnification: In general, a collateral contract or assurance under which one person agrees to secure another person against either anticipated financial losses or potential adverse legal consequences. ^{Source: FDIC}
• Individual: means a natural person. See Oregon Statutes 63.001
• Intangible property: Property that has no intrinsic value, but is merely the evidence of value such as stock certificates, bonds, and promissory notes.
• Inter vivos: Transfer of property from one living person to another living person.
• Intestate: Dying without leaving a will.
• Judgment: means a judgment or appealable order, as provided in ORS § 19. See Oregon Statutes 19.005
• judicial department: means the Supreme Court, the Court of Appeals, the Oregon Tax Court, the circuit courts and all administrative divisions of those courts, whether denominated as boards, commissions, committees or departments or by any other designation. See Oregon Statutes 174.113
• Juror: A person who is on the jury.
• Land: includes water, water rights, easements of every nature and all appurtenances to land. See Oregon Statutes 274.005
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• legislative department: means the Legislative Assembly, the committees of the Legislative Assembly and all administrative divisions of the Legislative Assembly and its committees, whether denominated as boards, commissions or departments or by any other designation. See Oregon Statutes 174.114
• Legislative session: That part of a chamber's daily session in which it considers legislative business (bills, resolutions, and actions related thereto).
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Lien: A claim against real or personal property in satisfaction of a debt.
• Limited liability partnership: means a partnership that has registered under ORS § 67. See Oregon Statutes 67.005
• Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
• local government: means all cities, counties and local service districts located in this state, and all administrative subdivisions of those cities, counties and local service districts. See Oregon Statutes 174.116
• Manager: means a person, not necessarily a member, that the members of a manager-managed limited liability company designate to manage the limited liability company's business and affairs. See Oregon Statutes 63.001
• Manager-managed limited liability company: means a limited liability company that is designated as a manager-managed limited liability company in the limited liability company's articles of organization or the articles of organization of which otherwise expressly provide that a manager will manage the limited liability company. See Oregon Statutes 63.001
• Material: includes gravel, rock, sand and silt, but does not include hard minerals subject to ORS § 274. See Oregon Statutes 274.005
• Member: means a person that is qualified and accepted for membership in a cooperative. See Oregon Statutes 62.015
• Member: means a person with both an ownership interest in a limited liability company and all the rights and obligations of a member specified under this chapter. See Oregon Statutes 63.001
• Member-managed limited liability company: means a limited liability company other than a manager-managed limited liability company. See Oregon Statutes 63.001
• Mistrial: An invalid trial, caused by fundamental error. When a mistrial is declared, the trial must start again from the selection of the jury.
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Notice of appeal: includes a notice of cross-appeal. See Oregon Statutes 19.005
• Oath: A promise to tell the truth.
• 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.
• Operating agreement: means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company's business. See Oregon Statutes 63.001
• Organizer: means one of the signers of the initial articles of organization. See Oregon Statutes 63.001
• Outlays: Outlays are payments made (generally through the issuance of checks or disbursement of cash) to liquidate obligations. Outlays during a fiscal year may be for payment of obligations incurred in prior years or in the same year.
• 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
• Party: includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. See Oregon Statutes 63.001
• Person: means an individual, corporation, association, firm, partnership, joint stock company, cooperative or foreign cooperative. See Oregon Statutes 62.015
• Person: means an individual or entity. See Oregon Statutes 63.001
• 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
• person with a disability: means any person who:

  (a) Has a physical or mental impairment which substantially limits one or more major life activities;

  (b) Has a record of such an impairment; or

  (c) Is regarded as having such an impairment. See Oregon Statutes 174.107

• Personal property: All property that is not real property.
• Plea: In a criminal case, the defendant's statement pleading "guilty" or "not guilty" in answer to the charges, a declaration made in open court.
• Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
• Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
• Preliminary hearing: A hearing where the judge decides whether there is enough evidence to make the defendant have a trial.
• Principal office: means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign limited liability company are located and designated in the annual report or in the application for authority to transact business in this state. See Oregon Statutes 63.001
• Probate: Proving a will
• Proceeding: means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigatory and whether formal or informal. See Oregon Statutes 63.001
• Professional service: means the service rendered by a professional. 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
• Prosecute: To charge someone with a crime. A prosecutor tries a criminal case on behalf of the government.
• public body: means state government bodies, local government bodies and special government bodies. See Oregon Statutes 174.109
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• record of the case: means the trial court file and any transcript, narrative statement and exhibits. See Oregon Statutes 19.005
• Recourse: An arrangement in which a bank retains, in form or in substance, any credit risk directly or indirectly associated with an asset it has sold (in accordance with generally accepted accounting principles) that exceeds a pro rata share of the bank's claim on the asset. If a bank has no claim on an asset it has sold, then the retention of any credit risk is recourse. ^{Source: FDIC}
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
• Restitution: The court-ordered payment of money by the defendant to the victim for damages caused by the criminal action.
• Revenue: means all fees, tolls, excise taxes, assessments, property taxes and other taxes, rates, charges, rentals and other income or receipts derived by a public body or to which a public body is entitled. See Oregon Statutes 287A.001
• Service of process: The service of writs or summonses to the appropriate party.
• Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
• 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
• state government: means the executive department, the judicial department and the legislative department. See Oregon Statutes 174.111
• State Treasury: includes those financial assets the lawful custody of which are vested in the State Treasurer and the office of the State Treasurer relating to the custody of those financial assets. See Oregon Statutes 174.100
• Statute: A law passed by a legislature.
• Subpoena: A command to a witness to appear and give testimony.
• Testate: To die leaving a will.
• Testify: Answer questions in court.
• Testimony: Evidence presented orally by witnesses during trials or before grand juries.
• Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
• Trustee: A person or institution holding and administering property in trust.
• Uniform Commercial Code: A set of statutes enacted by the various states to provide consistency among the states' commercial laws. It includes negotiable instruments, sales, stock transfers, trust and warehouse receipts, and bills of lading. ^{Source: OCC}
• United States: means the federal government and a district, authority, bureau, commission, department or any other agency of the United States. See Oregon Statutes 63.001
• Verdict: The decision of a petit jury or a judge.
• Violate: includes failure to comply. See Oregon Statutes 174.100