68th OREGON LEGISLATIVE ASSEMBLY--1995 Regular Session
NOTE: Matter within { + braces and plus signs + } in an
amended section is new. Matter within { - braces and minus
signs - } is existing law to be omitted. New sections are within
{ + braces and plus signs + } .
LC 2278
A-Engrossed
Senate Bill 484
Ordered by the Senate April 27
Including Senate Amendments dated April 27
Sponsored by COMMITTEE ON JUDICIARY (at the request of Oregon
Society of Certified Public Accountants)
SUMMARY
The following summary is not prepared by the sponsors of the
measure and is not a part of the body thereof subject to
consideration by the Legislative Assembly. It is an editor's
brief statement of the essential features of the measure.
Establishes limited liability partnership law. { + Establishes
liability of limited liability partnership for certain civil
penalties under specified workers' compensation provision. + }
A BILL FOR AN ACT
Relating to partnerships; creating new provisions; and amending
ORS 56.016, 68.020, 68.110, 68.270, 68.310, 68.560, 68.580,
68.620 and 656.735.
Be It Enacted by the People of the State of Oregon:
SECTION 1. ORS 68.020 is amended to read:
68.020. { + As used + } in this chapter:
(1) 'Court' includes every court and judge having jurisdiction
in the case.
(2) 'Business' includes every trade, occupation or profession.
(3) 'Person' includes individuals, partnerships, corporations,
trusts, housing authorities and other associations.
(4) 'Conveyance' includes every assignment, lease, mortgage or
encumbrance.
(5) 'Real property' includes land and any interest or estate in
land.
{ + (6) 'Registered limited liability partnership' or '
domestic registered limited liability partnership' means a
partnership formed pursuant to an agreement governed by the laws
of this state that is registered under section 9 of this 1995 Act
and complies with section 10 of this 1995 Act.
(7) 'Foreign registered limited liability partnership ' means a
registered limited liability partnership formed pursuant to an
agreement governed by the laws of any state or jurisdiction other
than this state and registered as a limited liability partnership
under the laws of that state or jurisdiction.
(8) 'Office,' when used to refer to the administrative unit
directed by the Secretary of State, means the office of the
Secretary of State.
(9) 'Professional' has the meaning set forth in ORS 58.037.
(10) 'Professional service' means the service rendered by a
professional. + }
SECTION 2. ORS 68.110 is amended to read:
68.110. (1) A partnership is an association of two or more
persons to carry on as coowners a business for profit { + and
includes, for all purposes of the laws of this state, a
registered limited liability partnership + }.
(2) { - But - } Any association formed under any other
statute of this state, or any statute adopted by authority, other
than the authority of this state, is not a partnership under this
chapter, unless { - such - } { + the + } association { + :
(a) + } Would have been a partnership in this state prior to
the adoption of this chapter { + ; or
(b) Is a foreign registered limited liability partnership + }.
{ + (3) Notwithstanding any other provision of this chapter,
a domestic registered limited liability partnership or foreign
registered limited liability partnership may not carry on any
business for profit except to render professional service as
defined in ORS 68.020. + }
SECTION 3. ORS 68.270 is amended to read:
68.270. { + (1) Except as otherwise provided in this
section, + } all partners are liable:
{ - (1) - } { + (a) + } Jointly and severally for
everything chargeable to the partnership under ORS 68.250 and
68.260.
{ - (2) - } { + (b) + } Jointly for all other debts and
obligations of the partnership; but any partner may enter into a
separate obligation to perform a partnership contract.
{ + (2) Except as otherwise provided in subsections (3), (4),
(5) and (6) of this section, a partner of a partnership that is a
registered limited liability partnership is not liable, directly
or indirectly, including by way of indemnification, contribution
or otherwise, for any debts, obligations or liabilities of, or
chargeable to, the registered limited liability partnership or
any other partner, whether arising in tort, contract or
otherwise, that are incurred, created or assumed by the
partnership while the partnership is a registered limited
liability partnership, solely by reason of being a partner or
acting or omitting to act in that capacity or otherwise
participating in the conduct of the business or activities of the
registered limited liability partnership.
(3) Notwithstanding subsection (2) of this section, a partner
of a registered limited liability partnership shall continue to
be liable for any debts, obligations or liabilities of the
partnership for which the partner was liable before the
partnership became a registered limited liability partnership.
Nothing in this section shall in any way affect or impair the
ability of a partner to be released from any such debt,
obligation or liability.
(4) Notwithstanding subsection (2) of this section, all or
specified partners of a registered limited liability partnership
may be liable in their capacity as partners for all or specified
debts, obligations or liabilities of the registered limited
liability partnership to the extent that at least a
majority-in-interest of the partners has agreed unless the
partnership agreement provides otherwise. Any agreement with
respect to the liability of partners for all or specified debts,
obligations or liabilities of the registered limited liability
partnership may be modified or revoked to the extent that at
least a majority-in-interest of the partners has agreed unless
the partnership agreement provides otherwise. Any modification or
revocation shall not affect the liability of a partner for any
debts, obligations or liabilities of a registered limited
liability partnership incurred, created or assumed by the
registered limited liability partnership prior to the
modification or revocation. Nothing in this section shall in any
way affect or impair the ability of a partner to act as a
guarantor or surety for, provide collateral for or otherwise be
liable for, the debts, obligations or liabilities of a registered
limited liability partnership.
(5) Notwithstanding subsection (2) of this section, a partner
of a registered limited liability partnership shall be personally
liable for negligent or wrongful acts or omissions or misconduct
committed by the partner or by a person under the direct
supervision and control of the partner acting in the course of
the business of the partnership.
(6) Notwithstanding subsection (2) of this section, the
partners of a registered limited liability partnership shall be
personally liable in their capacity as partners to the same
extent and in the same manner as provided for shareholders of a
domestic professional corporation under ORS 58.185 and 58.187 for
the negligence, wrongful acts or omissions or misconduct
committed in the rendering of professional service on behalf of
the partnership and in the course of the business of the
partnership. This subsection does not affect the law applicable
to the professional relationship and liabilities between a person
rendering professional service and a person receiving the
service, and it does not affect the standards of professional
conduct of a profession.
(7) Subsection (2) of this section does not affect the
liability of a registered limited liability partnership to pay
its debts, obligations and liabilities out of partnership
property. + }
SECTION 4. ORS 68.310 is amended to read:
68.310. The rights and duties of the partners in relation to
the partnership shall be determined, subject to any agreement
between them, by the following rules:
(1) Each partner shall be repaid the contributions of the
partner, whether by way of capital or advances to the partnership
property and share equally in the profits and surplus remaining
after all liabilities, including those to partners, are satisfied
{ - ; - } and { + , except as provided in ORS 68.270, the
partner + } must contribute towards the losses, whether of
capital or otherwise, sustained by the partnership according to
the share in the profits of the partner.
(2) The partnership must indemnify every partner in respect of
payments made and personal liabilities reasonably incurred by the
partner in the ordinary and proper conduct of its business, or
for the preservation of its business or property. { + However, a
partner in a registered limited liability partnership shall not
be required as a consequence of indemnification to make any
payment for the partnership or to any other partners to the
extent that the payment would be inconsistent with ORS
68.270. + }
(3) A partner, who in aid of the partnership makes any payment
or advance beyond the amount of capital which the partner agreed
to contribute, shall be paid interest from the date of the
payment or advance.
(4) A partner shall receive interest on the capital contributed
by the partner only from the date when repayment should be made.
(5) All partners have equal rights in the management and
conduct of the partnership business.
(6) No partner is entitled to remuneration for acting in the
partnership business, except that a surviving partner is entitled
to reasonable compensation for services in winding up the
partnership affairs.
(7) No person can become a member of a partnership without the
consent of all the partners.
(8) Any difference arising as to ordinary matters connected
with the partnership business may be decided by a majority of the
partners; but no act in contravention of any agreement between
the partners may be done rightfully without the consent of all
the partners.
SECTION 5. ORS 68.560 is amended to read:
68.560. Where the dissolution is caused by the act, death or
bankruptcy of a partner, each partner is liable to copartners for
the share of the partner of any liability created by any partner
acting for the partnership as if the partnership had not been
dissolved unless:
(1) The dissolution being by act of any partner, the partner
acting for the partnership had knowledge of the
dissolution { + ; + } { - , or - }
(2) The dissolution being by the death or bankruptcy of a
partner, the partner acting for the partnership had knowledge or
notice of the death or bankruptcy { + ; or + } { - . - }
{ + (3) The liability is for a debt, obligation or liability
for which the partner is not liable as provided in ORS
68.270. + }
SECTION 6. ORS 68.580 is amended to read:
68.580. (1) The dissolution of the partnership does not of
itself discharge the existing liability of any partner.
(2) A partner is discharged from any existing liability upon
dissolution of the partnership by an agreement to that effect
between the partner, the partnership creditor and the person or
partnership continuing the business; and such agreement may be
inferred from the course of dealing between the creditor having
knowledge of the dissolution and the person or partnership
continuing the business.
(3) Where a person agrees to assume the existing obligations of
a dissolved partnership, the partners whose obligations have been
assumed shall be discharged from any liability to any creditor of
the partnership who, knowing of the agreement, consents to a
material alteration in the nature or time of payment of such
obligations.
(4) The individual property of a deceased partner shall be
liable for all obligations of the partnership incurred while the
deceased partner was a partner { + and for all obligations for
which the deceased partner was liable under ORS 68.270, + } but
{ + shall be + } subject to the prior payment of the separate
debts of the deceased partner.
SECTION 7. ORS 68.620 is amended to read:
68.620. In settling accounts between the partners after
dissolution, the following rules shall be observed, subject to
any agreement to the contrary:
(1) The assets of the partnership are:
(a) The partnership property; { + and + }
(b) The contributions of the partners { - necessary for the
payment of all the liabilities - } specified in subsection
{ - (2) - } { + (4) + } of this section.
(2) The liabilities of the partnership shall rank in order of
payment, as follows:
(a) Those owing to creditors other than partners;
(b) Those owing to partners other than for capital and profits;
(c) Those owing to partners in respect of capital;
(d) Those owing to partners in respect to profits.
(3) The assets shall be applied in the order of their
declaration in subsection (1) of this section to the satisfaction
of the liabilities.
(4) { + Except as provided in ORS 68.270:
(a) + } The partners shall contribute, as provided by ORS
68.310 (1), the amount necessary to satisfy the liabilities;
{ - but - } { + and
(b) + } If any, but not all, of the partners are insolvent, or,
not being subject to process, refuse to contribute, the other
partners shall contribute their share of the liabilities, and, in
the relative proportions in which they share the profits, the
additional amount necessary to pay the liabilities.
(5) An assignee for the benefit of creditors or any person
appointed by the court shall have the right to enforce the
contributions specified in subsection (4) of this section.
(6) Any partner or legal representative of the partner shall
have the right to enforce the contributions specified in
subsection (4) of this section, to the extent of the amount which
the partner has paid in excess of the partner's share of the
liability.
(7) The individual property of a deceased partner shall be
liable for the contributions specified in subsection (4) of this
section.
(8) When partnership property and the individual properties of
the partners are in the possession of a court for distribution,
partnership creditors shall have priority on partnership property
and separate creditors on individual property, saving the rights
of lien or secured creditors as heretofore.
(9) Where a partner has become bankrupt or the estate of the
partner is insolvent the claims against the separate property of
the partner shall rank in the following order:
(a) Those owing to separate creditors;
(b) Those owing to partnership creditors;
(c) Those owing to partners by way of contribution.
SECTION 8. { + Sections 9 to 33 of this Act are added to and
made a part of ORS chapter 68. + }
SECTION 9. { + (1) To become and to continue as a registered
limited liability partnership, a partnership shall deliver an
application for registration to the office of the Secretary of
State for filing.
(2) The application for registration shall set forth the
following information:
(a) The name of the partnership;
(b) A mailing address to which notices as required by this
chapter may be mailed;
(c) A brief statement describing the primary business activity
of the partnership;
(d) The federal employer identification number of the
partnership; and
(e) The names and addresses of at least two partners of the
partnership.
(3) The application for registration may set forth any other
provisions, not inconsistent with law, that the partnership may
decide to include in the application.
(4) The application for registration shall be executed by one
or more partners authorized by a majority-in-interest of the
partners or by that number of partners required under the
partnership agreement. The application for registration shall
contain a representation by the partner or partners executing the
application that the registration has been approved by a
majority-in-interest of the partners or by that number of
partners required under the partnership agreement.
(5) The status of the partnership as a registered limited
liability partnership shall be effective upon filing of the
application for registration or, if applicable, upon the delayed
effective time and date set forth in the application for
registration in accordance with section 27 of this 1995 Act, and
the payment of the required fee. The status shall remain
effective, regardless of changes in the partnership, until the
registration is voluntarily withdrawn pursuant to section 11 of
this 1995 Act or the registration is canceled pursuant to section
12 of this 1995 Act. The withdrawal or cancellation of the
registration shall not affect the personal liability of any
partner with respect to any debts, obligations or liabilities of,
or chargeable to, the registered limited liability partnership
that are incurred, created or assumed by the registered limited
liability partnership prior to the effective date of the
withdrawal or cancellation of the registration. + }
SECTION 10. { + (1) The name of the registered limited
liability partnership shall contain the words 'registered limited
liability partnership' or the abbreviation 'L.L.P.' or 'LLP' as
the last words or letters of its name.
(2) A registered limited liability partnership name shall not
contain the word 'cooperative,' 'corporation,' 'corp., ' '
incorporated,' 'Inc.,' 'limited partnership,' 'L.P., ' ' LP,'
'Ltd.,' 'limited liability company,' 'L.L.C.' or ' LLC' or any
abbreviation or derivation of any of the foregoing.
(3) A registered limited liability partnership name shall be
written in the alphabet used to write the English language and
may include Arabic and Roman numerals and incidental punctuation.
(4) A registered limited liability partnership name shall be
distinguishable upon the records of the office of the Secretary
of State from any other registered limited liability partnership
name, limited liability company name, corporate name,
professional corporate name, nonprofit corporate name,
cooperative name, limited partnership name, business trust name,
reserved name, registered corporate name or assumed business name
of active record with the office.
(5) The registered limited liability partnership name need not
satisfy the requirement of subsection (4) of this section if the
partnership delivers to the office a certified copy of a final
judgment of a court of competent jurisdiction that finds that the
partnership has a prior or concurrent right to use the
partnership name in this state.
(6) A registered limited liability partnership shall not
transact business under an assumed business name.
(7) The provisions of this section do not:
(a) Abrogate or limit the law governing unfair competition or
unfair trade practices; or
(b) Derogate from the common law, the principles of equity or
the statutes of this state or of the United States with respect
to the right to acquire and protect trade names. + }
SECTION 11. { + (1) A registration of a registered limited
liability partnership may be withdrawn by delivering to the
office of the Secretary of State for filing a written withdrawal
notice executed by one or more partners authorized by a
majority-in-interest of the partners or by that number of
partners required under the partnership agreement.
(2) The withdrawal notice shall contain:
(a) The name of the registered limited liability partnership;
(b) The date of filing of the initial application for
registration;
(c) A statement that the registration of the partnership as a
registered limited liability partnership is being withdrawn; and
(d) A representation by the partner or partners executing the
withdrawal notice that the withdrawal has been approved by a
majority-in-interest of the partners or by that number of
partners required under the partnership agreement.
(3) A withdrawal notice terminates the status of the
partnership as a registered limited liability partnership as of
the date of filing the withdrawal notice or a later date
specified in the withdrawal notice. + }
SECTION 12. { + (1) Subject to section 11 of this 1995 Act,
the registration of a registered limited liability partnership is
effective for three years after the date that the initial
registration becomes effective and for three years after each
renewal of the registration becomes effective. For purposes of
this section, the renewal date for a registration shall be three
years after the initial registration becomes effective and each
third anniversary thereafter.
(2) The registration of a registered limited liability
partnership shall be renewed by delivering an application for
renewal to the office of the Secretary of State for filing within
60 days before the renewal date for the registration. A
registration renewal fee shall be submitted to the office with
the application for renewal.
(3) The application for renewal shall set forth the following
information:
(a) The name of the registered limited liability partnership;
(b) The date of filing of the initial application for
registration;
(c) A mailing address to which notices as required by this
chapter may be mailed;
(d) A brief statement describing the primary business activity
of the partnership;
(e) The federal employer identification number of the
partnership; and
(f) The names and addresses of at least two partners of the
partnership.
(4) The application for renewal may set forth any other
provisions, not inconsistent with law, that the partnership may
decide to include in the application.
(5) The application for renewal shall be executed by one or
more partners authorized by a majority-in-interest of the
partners or by that number of partners required under the
partnership agreement. The application for renewal shall contain
a representation by the partner or partners executing the
application that the renewal of the registration has been
approved by a majority-in-interest of the partners or by that
number of partners required under the partnership agreement.
(6) Not less than 60 days before the renewal date for the
registration, the Secretary of State shall notify the registered
limited liability partnership that the partnership must apply for
renewal of registration. The Secretary of State shall mail the
notice to the mailing address shown for the registered limited
liability partnership in the current records of the office. The
notice shall state the renewal date for the registration and
shall include the application for renewal. The notice shall state
that if the registered limited liability partnership fails to
deliver the application for renewal or pay the registration fee
on or before the renewal date for the registration, the
registration will be canceled without further notice.
(7) The registration shall be renewed if, within 60 days before
the renewal date for the registration, the application for
renewal is filed by the Secretary of State and the registration
renewal fee is paid. The renewal of the registration shall become
effective on the renewal date for the registration.
(8) If the application for renewal is not filed by the
Secretary of State within 60 days before the renewal date for the
registration or if the registration fee is not paid within 60
days before the renewal date for the registration, the
registration of the registered limited liability partnership
shall be canceled as of such renewal date without further notice
by the Secretary of State. The cancellation terminates the status
of the partnership as a registered limited liability partnership
as of the date the cancellation becomes effective.
(9) If the registration of the registered limited liability
partnership is canceled by the Secretary of State, the registered
limited liability partnership may not apply to the Secretary of
State for reinstatement. However, the registered limited
liability partnership may subsequently submit an application for
registration in accordance with section 9 of this 1995 Act. + }
SECTION 13. { + (1) The status of a partnership as a
registered limited liability partnership shall not be affected by
changes, occurring after the filing of an application for
registration or an application for renewal, in the information
stated in the application. The partnership is not required to
amend or correct the application for registration or application
for renewal with respect to the changes, but is required to
provide accurate information in any application for renewal that
is subsequently filed.
(2) The dissolution, winding up or termination of a registered
limited liability partnership shall not affect the liability of a
partner under ORS 68.270 for any debt, obligation or liability
incurred, created or assumed while the partnership was a
registered limited liability partnership.
(3) If a registered limited liability partnership dissolves and
its business is continued by a successor partnership that
operates under the same name as the registered limited liability
partnership, the registration shall continue with respect to the
successor partnership until the registration is voluntarily
withdrawn pursuant to section 11 of this 1995 Act or the
registration is canceled pursuant to section 12 of this 1995 Act.
The successor partnership may, but is not required to, file its
own application for registration as a registered limited
liability partnership at any time.
(4) The status of a partnership as a registered limited
liability partnership shall not be affected by errors in the
information stated in an application for registration or
application for renewal. The partnership shall correct any errors
in the application by amending its registration in accordance
with subsection (5) of this section.
(5) Consistent with the provisions of this chapter, a
registered limited liability partnership may amend its
application for registration or application for renewal at any
time. A registered limited liability partnership amending its
application shall deliver the amendment to the office of the
Secretary of State for filing. The amendment shall contain:
(a) The name of the registered limited liability partnership;
(b) The date of filing of the initial application for
registration;
(c) The text of each amendment adopted; and
(d) The date of adoption of each amendment. + }
SECTION 14. { + (1) A distribution may be made by a registered
limited liability partnership to any partner only if, after
giving effect to the distribution, in the judgment of the
partners:
(a) The partnership would be able to pay its debts as they
become due in the ordinary course of business; and
(b) The fair value of the total assets of the partnership would
at least equal the sum of:
(A) Its total liabilities; plus
(B) The amount that would be needed, if the partnership were to
be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution, if any, of other partners
that are superior to the rights of the partners receiving the
distribution.
(2) The partners of a registered limited liability partnership
may base a determination that a distribution is not prohibited
under subsection (1) of this section either on:
(a) Financial statements prepared on the basis of accounting
practices and principles that are reasonable in the
circumstances; or
(b) A fair valuation or other method that is reasonable in the
circumstances.
(3) For purposes of this section, the amount, if any, by which
a liability as to which the recourse of creditors is limited to
specific property of the registered limited liability partnership
exceeds the fair value of such specific property shall be
disregarded as a liability of the partnership.
(4) The effect of a distribution under subsection (1) of this
section is measured for purposes of this section:
(a) In the case of distribution by purchase, retirement or
other acquisition of all or a portion of a partner's interest in
the registered limited liability partnership, as of the earlier
of the date the moneys or other property are transferred or debt
incurred by the partnership or the date the partner ceases to be
a partner with respect to the partnership interest purchased,
retired or otherwise acquired;
(b) In the case of any other distribution of indebtedness, as
of the date the indebtedness is distributed; and
(c) In all other cases, as of the date a distribution is
authorized if the payment occurs within 120 days after the date
of authorization, or the date the payment is made if it occurs
more than 120 days after the date of authorization.
(5) The indebtedness of a registered limited liability
partnership to a partner incurred by reason of a distribution
made in accordance with this section is at parity with the
indebtedness to its general unsecured creditors, unless the
partner agrees to subordination or the partnership grants the
partner a security interest or other lien against the assets of
the partnership to secure the indebtedness.
(6) A partner who votes for or assents to a distribution in
violation of this section is personally liable to the registered
limited liability partnership for the amount of the distribution
that exceeds what could have been distributed without violating
this section.
(7) Each partner held liable under subsection (6) of this
section for an unlawful distribution is entitled to contribution:
(a) From each other partner who could be held liable under
subsection (6) of this section for the unlawful distribution; and
(b) From each partner for the amount the partner received
knowing that the distribution was made in violation of this
section.
(8) A proceeding under subsection (6) or (7) of this section is
barred unless it is commenced within two years after the date on
which the effect of the distribution is measured. + }
SECTION 15. { + (1) A foreign registered limited liability
partnership may not transact business in this state until it has
been authorized to do so by the Secretary of State.
(2) The following activities, among others, do not constitute
transacting business within the meaning of subsection (1) of this
section:
(a) Maintaining, defending or settling any proceeding;
(b) Holding meetings of the partners or carrying on other
activities concerning the internal affairs of the partnership;
(c) Maintaining bank accounts;
(d) Selling through independent contractors;
(e) Soliciting or obtaining orders, whether by mail or through
employees or agents or otherwise, if the orders require
acceptance outside this state before they become contracts;
(f) Creating or acquiring indebtedness, mortgages and security
interests in real or personal property;
(g) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts;
(h) Owning, without more, real or personal property;
(i) Conducting an isolated transaction that is completed within
30 days and is not one in the course of repeated transactions of
a like nature; or
(j) Transacting business in interstate commerce.
(3) The list of activities in subsection (2) of this section is
not exhaustive. + }
SECTION 16. { + (1) A foreign registered limited liability
partnership transacting business in this state without
authorization from the Secretary of State may not maintain a
proceeding in any court in this state until it obtains
authorization from the Secretary of State to transact business in
this state.
(2) The successor to a foreign registered limited liability
partnership that transacted business in this state without
authority to transact business in this state and the assignee of
a cause of action arising out of that business may not maintain a
proceeding based on that cause of action in any court in this
state until the foreign registered limited liability partnership
or its successor obtains authorization from the Secretary of
State to transact business in this state.
(3) A court may stay a proceeding commenced by a foreign
registered limited liability partnership or its successor or
assignee until it determines whether the foreign registered
limited liability partnership or its successor requires
authorization from the Secretary of State to transact business in
this state. If it so determines, the court may further stay the
proceeding until the foreign registered limited liability
partnership or its successor obtains the authorization.
(4) A foreign registered limited liability partnership that
transacts business in this state without authority shall be
liable to this state for the years or parts thereof during which
it transacted business in this state without authority in an
amount equal to all fees that would have been imposed by this
chapter upon the foreign registered limited liability partnership
had it duly applied for and received authority to transact
business in this state as required by this chapter and thereafter
filed all reports required by this chapter.
(5) Notwithstanding subsections (1) and (2) of this section,
the failure of a foreign registered limited liability partnership
to obtain authority to transact business in this state does not
impair the validity of its acts or prevent it from defending any
proceeding in this state. + }
SECTION 17. { + (1) A foreign registered limited liability
partnership may apply for authority to transact business in this
state by delivering an application for authorization to the
office of the Secretary of State for filing. The application
shall set forth:
(a) The name of the foreign registered limited liability
partnership or, if its name is unavailable for filing in this
state, another name that satisfies the requirements of section 20
of this 1995 Act;
(b) The name of the state or country under whose law it is
registered and the date of registration;
(c) The address, including street and number, and mailing
address, if different, of its principal office;
(d) A mailing address to which notices as required by this
chapter may be mailed;
(e) A brief statement describing the primary business activity
of the foreign registered limited liability partnership;
(f) The federal employer identification number of the foreign
registered limited liability partnership; and
(g) The names and addresses of at least two partners of the
foreign registered limited liability partnership.
(2) The foreign registered limited liability partnership shall
deliver with the completed application a certificate of
existence, or a document of similar import, current within 60
days of delivery and authenticated by the official having custody
of registered limited liability partnership records in the state
or country under whose law it is organized.
(3) The foreign registered limited liability partnership shall
be authorized by the Secretary of State to transact business in
this state upon the filing of the application for authorization,
or if applicable, upon the delayed effective time and date set
forth in the application for authorization in accordance with
section 27 of this 1995 Act, and the payment of the required fee.
The authorization shall remain effective until the authorization
is voluntarily withdrawn pursuant to section 21 of this 1995 Act
or the authorization is revoked pursuant to section 23 of this
1995 Act. + }
SECTION 18. { + (1) A foreign registered limited liability
partnership authorized to transact business in this state shall
deliver an amendment to its application for authorization to the
office of the Secretary of State for filing if it changes:
(a) Its name as shown on the records of the office;
(b) The address of its principal office; or
(c) The nature of its primary business activity.
(2) The amendment to the application for authorization shall
set forth its name shown on the records of the office and the
text of each amendment. The name as changed must satisfy the
requirements of section 20 of this 1995 Act. + }
SECTION 19. { + (1) Except as provided in subsections (2) and
(3) of this section, the laws of the state or other jurisdiction
under which a foreign registered limited liability partnership is
organized shall govern its organization and internal affairs and
the liability of its partners.
(2) Except as otherwise provided in subsection (3) of this
section, the liability of a partner of a foreign registered
limited liability partnership for the debts, obligations and
liabilities of, or chargeable to, the foreign registered limited
liability partnership arising in this state shall be the same as
the liability of a partner of a domestic registered limited
liability partnership under ORS 68.270 for the debts, obligations
and liabilities of, or chargeable to, the domestic registered
limited liability partnership arising in this state.
(3) The partners of a foreign registered limited liability
partnership who are also professionals shall be personally liable
in their capacity as partners to the same extent and in the same
manner as provided for shareholders of a foreign professional
corporation under ORS 58.185 and 58.187 for the negligence,
wrongful acts or omissions or misconduct committed in the
rendering of professional service in this state on behalf of the
partnership and in the course of the business of the partnership.
This subsection does not affect the law applicable to the
professional relationship and the liabilities between a person
rendering professional service and a person receiving the
service, and it does not affect the standards of professional
conduct of a profession.
(4) Except as provided in subsection (5) of this section, a
foreign registered limited liability partnership may not be
denied authorization to transact business in this state by the
Secretary of State by reason of any difference between the laws
of this state and the laws of the state or other jurisdiction
under which the foreign registered limited liability partnership
is organized.
(5) Notwithstanding subsections (1) to (4) of this section, a
foreign registered limited liability partnership shall not be
authorized or permitted to exercise any powers or purposes or
conduct any business or affairs in this state that a domestic
registered limited liability partnership is proscribed from
exercising, pursuing or undertaking in this state. + }
SECTION 20. { + (1) Except as provided in subsections (2) and
(3) of this section, the Secretary of State shall not authorize a
foreign registered limited liability partnership to transact
business in this state if the name of the foreign registered
limited liability partnership does not conform to section 10 of
this 1995 Act.
(2) The name of the foreign registered limited liability
partnership must contain the words or the abbreviation required
by section 10 of this 1995 Act unless the name contains some
other word, phrase or abbreviation that the laws of the place of
organization require to denote a registered limited liability
partnership. A foreign registered limited liability partnership
shall not transact business in this state under an assumed
business name that does not contain the words or the abbreviation
required by section 10 of this 1995 Act.
(3) If a registered limited liability partnership name, limited
liability company name, corporate name, professional corporate
name, nonprofit corporate name, cooperative name, limited
partnership name, business trust name, reserved name, registered
name or assumed business name of active record with the office of
the Secretary of State is not distinguishable on the records of
the office from the name of the foreign registered limited
liability partnership, the Secretary of State shall not authorize
the foreign registered limited liability partnership to transact
business in this state unless the foreign registered limited
liability partnership states its name on the application for
authority to transact business in this state as (name under which
organized), a registered limited liability partnership of (place
of organization), the entirety of which shall be the real and
true name of the foreign registered limited liability partnership
in this state under ORS chapter 648.
(4) If a foreign registered limited liability partnership
authorized to transact business in this state changes its name to
one that does not satisfy the requirements of this section, it
may not transact business in this state under the changed name
until it adopts a name satisfying the requirements of this
section and amends its application for authorization in
accordance with section 18 of this 1995 Act. + }
SECTION 21. { + (1) A foreign registered limited liability
partnership authorized to transact business in this state may
withdraw from transacting business in this state by applying to
the office of the Secretary of State for withdrawal. The
application shall set forth:
(a) The name of the foreign registered limited liability
partnership and the name of the state or country under whose law
it is organized; and
(b) A commitment to notify the Secretary of State for a period
of five years from the date of withdrawal of any change in its
mailing address.
(2) A withdrawal notice terminates the active status of the
partnership as a foreign registered limited liability partnership
as of the date of filing the notice or a later date specified in
the notice. + }
SECTION 22. { + (1) Subject to sections 21 and 23 of this 1995
Act, the authorization of a foreign registered limited liability
partnership is effective for three years after the date that the
initial authorization by the Secretary of State to transact
business in this state becomes effective and for three years
after each renewal of such authorization becomes effective. For
purposes of this section, the renewal date for authorization
shall be three years after the initial authorization becomes
effective and each third anniversary thereafter.
(2) The authorization of a foreign registered limited liability
partnership to transact business in this state shall be renewed
by delivering an application for renewal of authorization to the
office of the Secretary of State for filing within 60 days before
the renewal date for authorization. An authorization renewal fee
shall be submitted to the office with the application for renewal
of authorization.
(3) The application for renewal of authorization shall set
forth the information required under section 17 of this 1995 Act.
(4) Not less than 60 days before the renewal date for
authorization, the Secretary of State shall notify the foreign
registered limited liability partnership that the partnership
must apply for renewal of authorization. The Secretary of State
shall mail the notice to the mailing address shown for the
foreign registered limited liability partnership in the current
records of the office. The notice shall state the renewal date
for authorization and shall include the application for renewal
of authorization. The notice shall state that if the foreign
registered limited liability partnership fails to deliver the
application for renewal of authorization and pay the
authorization renewal fee on or before the renewal date for
authorization, the authorization will be revoked.
(5) The authorization shall be renewed if, within 60 days
before the renewal date for authorization, the application for
renewal of authorization is filed by the Secretary of State and
the authorization renewal fee is paid. The renewal of
authorization shall become effective on the renewal date for
authorization. + }
SECTION 23. { + (1) The Secretary of State shall revoke the
authority of a foreign registered limited liability partnership
to transact business in this state if the secretary determines
that one or more of the following grounds for revocation exists:
(a) The foreign registered limited liability partnership does
not deliver an application for renewal of authorization within
the time prescribed by section 22 of this 1995 Act;
(b) The foreign registered limited liability partnership does
not pay within the time prescribed by any provision of this
chapter any fees imposed by this chapter; or
(c) The Secretary of State receives a duly authenticated
certificate from the official having custody of the foreign
registered limited liability partnership records in the state or
country under whose law the foreign registered limited liability
partnership is organized stating that its registration under the
laws of such state or country is no longer effective.
(2) The Secretary of State shall mail notice of the revocation
of authority to the mailing address shown for the foreign
registered limited liability partnership in the current records
of the office of the Secretary of State.
(3) The authority of a foreign registered limited liability
partnership to transact business in this state ceases as of the
date of revocation of its authority to transact business in this
state.
(4) If the authority of a foreign registered limited liability
partnership is revoked by the Secretary of State, the foreign
registered limited liability partnership may not apply to the
Secretary of State for reinstatement. However, the foreign
registered limited liability partnership may subsequently apply
for authority to transact business in this state in accordance
with section 17 of this 1995 Act. + }
SECTION 24. { + Service of process shall be made upon a
domestic registered limited liability partnership or a foreign
registered limited liability partnership in the same manner as
service is made upon a general partnership under the Oregon Rules
of Civil Procedure. + }
SECTION 25. { + (1) The Secretary of State shall collect the
following fees for the documents delivered for filing: + }
____NOTE_TO_GOPHER_CUSTOMERS:__________________________________
THE FOLLOWING TABULAR TEXT MAY BE IRREGULAR.
FOR COMPLETE INFORMATION PLEASE SEE THE PRINTED MEASURE.
_______________________________________________________________
{ +
DocumentFee + }
____NOTE_TO_GOPHER_CUSTOMERS:__________________________________
THE FOLLOWING TABULAR TEXT MAY BE IRREGULAR.
FOR COMPLETE INFORMATION PLEASE SEE THE PRINTED MEASURE.
_______________________________________________________________
{ +
(aAppl........................$ 40
(b) Application for authorization
of a foreign registered limited
liability partnership.... 440
(c) Application for renewal of
registration............. $30
(d) Application for renewal of
authorization of a foreign limited
liability partnership.... 220
(e) Certificate of existence
or authorization......... $10
(f) Amendment or correction to
application for registration,
application for authorization,
application for renewal of
registration or application
for renewal of authorizati$10
(g) Withdrawal notice......10 + }
____________________________________________________________
END OF POSSIBLE IRREGULAR TABULAR TEXT
____________________________________________________________
{ + (2) The Secretary of State by rule may establish fees in
addition to those provided for in subsection (1) of this section
for:
(a) Copying any public record maintained by the office and
relating to a domestic or foreign registered limited liability
partnership and for certifying the copy.
(b) Certifying to other facts of record pursuant to this
chapter. + }
SECTION 26. { + (1) A document must satisfy the requirements
of this section, as modified by any other provision of this
chapter, to be entitled to filing by the Secretary of State.
(2) This chapter must require or permit filing the document
with the office of the Secretary of State.
(3) The document shall contain the information required by this
chapter. It may contain other information as well.
(4) The document must be legible.
(5) The document must be in the English language.
(6) Unless otherwise specified in this chapter, each document
or report required by this chapter to be filed with the office
shall be executed by one or more partners. If the registered
limited liability partnership is in the hands of a receiver,
trustee or other court-appointed fiduciary, a document or report
shall be signed by that receiver, trustee or fiduciary.
(7) The person executing the document shall state beneath or
opposite the signature the name of the person and the capacity in
which the person signs. The document may, but is not required to,
contain acknowledgment, verification or proof.
(8) If the Secretary of State has prescribed a mandatory form
for the document, the document must be in or on the prescribed
form.
(9) The document must be delivered to the office accompanied by
the required fees.
(10) Delivery of a document to the office is accomplished only
when the document is actually received by the office. + }
SECTION 27. { + (1) Except as provided in subsection (2) of
this section, a document accepted for filing is effective on the
date it is filed by the Secretary of State and at the time, if
any, specified in the document as its effective time or at 12:01
a.m. on that date if no effective time is specified.
(2) If a document specifies a delayed effective time and date,
the document becomes effective at the time and date specified. If
a document specifies a delayed effective date but no time, the
document becomes effective at 12:01 a.m. on that date. A delayed
effective date for a document may not be later than the 90th day
after the date it is filed. + }
SECTION 28. { + (1) If a document delivered to the office of
the Secretary of State for filing satisfies the requirements of
section 26 of this 1995 Act, the Secretary of State shall file
it.
(2) The Secretary of State files a document by indicating
thereon that it has been filed by the Secretary of State and the
date of filing. After filing a document, the Secretary of State
shall return a copy to the domestic or foreign registered limited
liability partnership or its representative.
(3) If the Secretary of State refuses to file a document, the
Secretary of State shall return it to the domestic or foreign
registered limited liability partnership or its representative
within 10 business days after the document was delivered together
with a brief written explanation of the reason for the refusal.
(4) The duty of the Secretary of State to file documents under
this section is ministerial. The Secretary of State is not
required to verify or inquire into the legality or truth of any
matter included in any document delivered to the office for
filing. The filing of or refusal to file a document by the
Secretary of State does not:
(a) Affect the validity or invalidity of the document in whole
or part; or
(b) Relate to the correctness or incorrectness of information
contained in the document.
(5) The refusal by the Secretary of State to file a document
does not create a presumption that the document is invalid or
that information contained in the document is incorrect. + }
SECTION 29. { + (1) If the Secretary of State refuses to file
a document delivered to the office for filing, the domestic or
foreign registered limited liability partnership, in addition to
any other legal remedy that may be available, shall have the
right to appeal from the order pursuant to ORS 183.310 to
183.550.
(2) If the Secretary of State cancels the registration of a
domestic registered limited liability partnership or revokes the
authorization of a foreign registered limited liability
partnership, the domestic or foreign registered limited liability
partnership, in addition to any other legal remedy that may be
available, shall have the right to appeal from the order pursuant
to ORS 183.310 to 183.550. + }
SECTION 30. { + (1) A certificate attached to a copy of a
document filed by the Secretary of State, bearing the Secretary
of State's signature, which may be in facsimile, is conclusive
evidence that the document or a facsimile thereof is on file with
the office of the Secretary of State.
(2) The provisions of ORS 56.110 shall apply to all documents
filed pursuant to this chapter. + }
SECTION 31. { + (1) Anyone may apply to the Secretary of State
to furnish a certificate of existence for a domestic registered
limited liability partnership or a certificate of authorization
for a foreign registered limited liability partnership.
(2) A certificate of existence or authorization when issued
means that:
(a) The name of the domestic registered limited liability
partnership or the foreign registered limited liability
partnership is registered in this state;
(b) The domestic registered limited liability partnership is
duly registered under the laws of this state or the foreign
registered limited liability partnership is authorized to
transact business in this state;
(c) All fees payable to the Secretary of State under this
chapter have been paid, if nonpayment affects the existence or
authorization of the domestic or foreign registered limited
liability partnership;
(d) A renewal of registration required by section 12 of this
1995 Act or a renewal of authorization required by section 22 of
this 1995 Act has been filed by the Secretary of State within the
preceding 36 months; and
(e) A withdrawal notice under section 11 or 21 of this 1995 Act
has not been filed by the Secretary of State.
(3) Subject to any qualification stated in the certificate, a
certificate of existence or authorization issued by the Secretary
of State may be relied upon as conclusive evidence that the
domestic or foreign registered limited liability partnership is
registered or is authorized to transact business in this
state. + }
SECTION 32. { + The Secretary of State has the power
reasonably necessary to perform the duties required of the
Secretary of State by this chapter. + }
SECTION 33. { + (1) A partnership, including a registered
limited liability partnership, formed pursuant to an agreement
governed by the laws of this state, may conduct its business,
carry on its operations and have and exercise the powers granted
by this chapter in any state, territory, district or possession
of the United States or in any foreign country.
(2) It is the intent of the Legislative Assembly that the legal
existence of registered limited liability partnerships governed
by the laws of this state that are registered under section 9 of
this 1995 Act be recognized outside the boundaries of this state
and that the laws of this state governing such registered limited
liability partnerships transacting business outside this state be
granted the protection of full faith and credit under the
Constitution of the United States.
(3) It is the policy of this state that the internal affairs of
partnerships, including registered limited liability
partnerships, formed pursuant to an agreement governed by the
laws of this state, including the liability of partners for the
debts, obligations and liabilities of, or chargeable to, the
partnership, shall be subject to and governed by the laws of this
state. + }
SECTION 34. ORS 56.016 is amended to read:
56.016. (1) Notwithstanding any provisions of ORS chapters 58,
60, 62, 63, 65, { + 68, + } 70, 128, 554, 647 and 648 relating
to the Secretary of State as the filing officer:
(a) A document may be delivered to the Secretary of State for
filing by electronic facsimile transmission if the original
document is otherwise acceptable for filing.
(b) Any other reproduction of a document may be delivered to
the Secretary of State for filing if the original document is
otherwise acceptable for filing.
(c) A document delivered under paragraph (a) or (b) of this
subsection need not be accompanied by a true copy of the
document. After filing a document delivered under paragraph (a)
or (b) of this subsection, the Secretary of State shall return a
facsimile copy of the filed document, if requested, or a
photocopy of the filed document, to the domestic or foreign
business entity or its representative.
(2) Subsection (1) of this section applies only to documents
delivered to the Secretary of State for filing under ORS chapters
58, 60, 62, 63, 65, { + 68, + } 70, 128, 554, 647 and 648.
(3) The Secretary of State by rule may establish fees for
receiving and returning copies of documents delivered for filing
under this section.
SECTION 35. ORS 656.735 is amended to read:
656.735. (1) The Director { + of the Department of Consumer
and Business Services + } may assess any person who violates ORS
656.052 (1) a civil penalty of not more than $1,000.
(2) The director may assess any person who continues to violate
ORS 656.052 (1), after an order issued pursuant to ORS 656.052
(2) has become final, a civil penalty, in addition to any penalty
assessed under subsection (1) of this section, of not more than
$25 for each day such violation continues.
(3) In addition to any other penalties assessed under this
section, where a subject worker receives a compensable injury
while in the employ of a noncomplying employer, the director
shall assess such employer a civil penalty of not less than $100
and not more than:
(a) $500 if the worker suffers no disability;
(b) $1,000 if the worker suffers a temporary disability;
(c) $2,500 if the worker suffers a permanent partial
disability; or
(d) $5,000 if the worker dies or suffers permanent total
disability.
(4) { + (a) + } When a noncomplying employer is a corporation,
such corporation and the officers and directors thereof shall be
jointly and severally liable for any civil penalties assessed
under this section and any claim costs incurred under ORS
656.054.
{ + (b) When a noncomplying employer is a registered limited
liability partnership or foreign registered limited liability
partnership, the partnership and its limited liability partners
shall be jointly and severally liable for any civil penalties
assessed by the director under this section and any claim costs
incurred under ORS 656.054. As used in this paragraph, '
registered limited liability partnership' and 'foreign registered
limited liability partnership' have the meanings for those terms
provided in ORS 68.020. + }
(5) When an order assessing a civil penalty becomes final by
operation of law or on appeal, unless the amount of penalty is
paid within 10 days after the order becomes final, it constitutes
a judgment and may be recorded with the county clerk in any
county of this state. The clerk shall thereupon record the name
of the person incurring the penalty and the amount of the penalty
in the County Clerk Lien Record. The penalty provided in the
order so recorded shall become a lien upon the title to any
interest in property owned by the person against whom the order
is entered, and execution may be issued upon the order in the
same manner as execution upon a judgment of a court of record.
(6) Civil penalties, and judgments entered thereon, due to the
director under this section from any person shall be deemed
preferred to all general claims in all bankruptcy proceedings,
trustee proceedings, and proceedings for the administration of
estates and receiverships involving the person liable therefor or
the property of such person.
(7) All moneys collected under this section shall be paid into
the Consumer and Business Services Fund.
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