(2) The dissolution or winding up of a limited liability partnership does not affect the liability of a partner under ORS 67.105 for any obligation incurred while the partnership was a limited liability partnership.
(3) The status of a partnership as a limited liability partnership is not affected by errors in the information stated in an application for registration. The partnership shall correct any errors in the application by amending its registration in accordance with subsection (4) of this section.
(4) Consistent with the provisions of this chapter, a limited liability partnership may amend its application for registration at any time. A 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 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.
(5) An amendment of an application for registration is effective when filed or at a later effective date specified in the amendment. [1997 c.775 §58]
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.