(2) A partnership may be created under this chapter, a predecessor statute or a comparable law of another jurisdiction.
(3) An association or entity created under a law other than the laws described in subsection (2) of this section is not a partnership.
(4) In determining whether a partnership is created, the following rules apply:
(a) Factors indicating that persons have created a partnership include:
(A) Their receipt of or right to receive a share of profits of the business;
(B) Their expression of an intent to be partners in the business;
(C) Their participation or right to participate in control of the business;
(D) Their sharing or agreeing to share losses of the business or liability for claims by third parties against the business; and
(E) Their contributing or agreeing to contribute money or property to the business.
(b) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property or part ownership does not by itself create a partnership, even if the co-owners share profits made by the use of the property.
(c) The sharing of gross returns does not by itself create a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(d) It is a rebuttable presumption that a person who receives a share of the profits of a business is a partner in the business, unless the profits were received in payment of:
(A) A debt by installments or otherwise;
(B) Wages or other compensation to an employee or independent contractor;
(C) Rent;
(D) Amounts owing to a former partner, a beneficiary, representative or designee of a deceased partner or a partner with a disability, or a transferee of a partnership interest;
(E) Interest or other charge on a loan, whether or not the amount of payment varies with the profits of the business, and whether or not the loan agreement or instrument includes a direct or indirect present or future ownership interest in collateral or rights to income, proceeds or increase in value derived from collateral; or
(F) Consideration for the sale of a business, including goodwill, or other property by installments or otherwise.
(e) An agreement to share losses by the owners of a business is not necessary to create a partnership. [1997 c.775 §7; 2007 c.70 §16]
Structure 2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 067 - Partnerships; Limited Liability Partnerships
Section 67.011 - Filing requirements.
Section 67.017 - Effective time and date of document.
Section 67.021 - Filing duty of Secretary of State.
Section 67.024 - Appeal from actions of Secretary of State.
Section 67.027 - Evidentiary effect of copy of filed document.
Section 67.030 - Certificate of existence or authorization.
Section 67.040 - Knowledge and notice.
Section 67.042 - Effect of partnership agreement; nonwaivable provisions.
Section 67.044 - Supplemental principles of law.
Section 67.046 - Governing law.
Section 67.050 - Partnership as entity.
Section 67.055 - Creation of partnership.
Section 67.065 - When property is partnership property.
Section 67.090 - Partner agent of partnership.
Section 67.095 - Transfer of partnership property.
Section 67.100 - Partnership liable for partner’s actionable conduct.
Section 67.105 - Partner’s liability.
Section 67.110 - Actions by and against partnership and partners.
Section 67.115 - Liability of purported partner.
Section 67.140 - Partner’s rights and duties.
Section 67.150 - Partner’s rights and duties with respect to information.
Section 67.155 - General standards of partner’s conduct.
Section 67.160 - Actions by partnership and partners.
Section 67.165 - Continuation of partnership beyond definite term or particular undertaking.
Section 67.200 - Transfer of whole or part of partner’s transferable interest.
Section 67.205 - Partner’s transferable interest subject to charging order.
Section 67.220 - Events causing partner’s dissociation.
Section 67.225 - Partner’s power to dissociate; wrongful dissociation.
Section 67.230 - Effect of partner’s dissociation.
Section 67.250 - Purchase of dissociated partner’s interest.
Section 67.255 - Dissociated partner’s power to bind and liability to partnership.
Section 67.260 - Dissociated partner’s liability to other persons.
Section 67.290 - Events causing dissolution and winding up of partnership business.
Section 67.295 - Partnership continues after dissolution.
Section 67.300 - Right to wind up partnership business.
Section 67.305 - Partner’s power to bind partnership after dissolution.
Section 67.310 - Partner’s liability to other partners after dissolution.
Section 67.315 - Settlement of accounts and contributions among partners.
Section 67.340 - Definitions for ORS 67.340 to 67.365.
Section 67.344 - Action on plan of conversion.
Section 67.346 - Articles and plan of conversion.
Section 67.348 - Effect of conversion; entity existence continues; assumed business name.
Section 67.362 - Action on plan of merger.
Section 67.364 - Articles and plan of merger.
Section 67.365 - Effect of merger.
Section 67.600 - Eligibility for registration as a limited liability partnership; required vote.
Section 67.606 - Cancellation of registration; effect.
Section 67.615 - Distributions to partners.
Section 67.625 - Limited liability partnership name.
Section 67.645 - Annual report; updates; rules.
Section 67.655 - Grounds for administrative revocation.
Section 67.660 - Procedure for and effect of administrative revocation.
Section 67.665 - Reinstatement following administrative revocation.
Section 67.670 - Appeal from denial of reinstatement.
Section 67.680 - Interstate application.
Section 67.700 - Authority to transact business.
Section 67.705 - Consequences of transacting business without authority.
Section 67.710 - Application for authority to transact business; effective date of authorization.
Section 67.715 - Amendment to application for authority.
Section 67.720 - Limitations applicable to foreign limited liability partnerships.
Section 67.730 - Name of foreign limited liability partnership.
Section 67.740 - Withdrawal of foreign limited liability partnership.
Section 67.750 - Grounds for revocation.
Section 67.755 - Procedure for and effect of revocation.