70th OREGON LEGISLATIVE ASSEMBLY--1999 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 1192
A-Engrossed
Senate Bill 145
Ordered by the House March 9
Including House Amendments dated March 9
Printed pursuant to Senate Interim Rule 213.28 by order of the
President of the Senate in conformance with presession filing
rules, indicating neither advocacy nor opposition on the part
of the President (at the request of Senate Interim Judiciary
Committee for the Business Law section of the Oregon State Bar)
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.
Specifies procedures and filing fees for merger and conversion
of corporations, professional corporations, cooperative
corporations, limited liability companies, partnerships, limited
liability partnerships and limited partnerships.
Takes effect January 1, 2000.
A BILL FOR AN ACT
Relating to business organizations; creating new provisions;
amending ORS 58.045, 58.410, 60.001, 60.007, 60.481, 60.487,
60.494, 60.497, 60.554, 62.015, 62.030, 62.605, 62.615, 62.620,
63.001, 63.007, 63.481, 63.487, 63.494, 63.497, 67.255, 67.260,
67.340, 67.360, 67.365, 67.525, 70.005 and 70.065; repealing
ORS 58.125, 62.610, 62.625, 62.635, 63.501, 67.345, 67.350,
67.355 and 67.370; and prescribing an effective date.
Be It Enacted by the People of the State of Oregon:
{ +
PROFESSIONAL CORPORATIONS + }
{ +
(ORS Chapter 58) + }
SECTION 1. ORS 58.045 is amended to read:
58.045. { + (1) + } The Oregon Business Corporation Act is
applicable to domestic and foreign professional corporations
except when inconsistent with this chapter. This chapter takes
precedence in the event of any conflict with provisions of the
Oregon Business Corporation Act.
{ + (2) Subject to the limitations of ORS 58.196, all
provisions of the Oregon Business Corporation Act governing
mergers and conversions apply to domestic and foreign
professional corporations. + }
SECTION 2. ORS 58.410 is amended to read:
58.410. (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.
_______________________________________________________________
Document Fee
____NOTE_TO_GOPHER_CUSTOMERS:__________________________________
THE FOLLOWING TABULAR TEXT MAY BE IRREGULAR.
FOR COMPLETE INFORMATION PLEASE SEE THE PRINTED MEASURE.
_______________________________________________________________
(a)Articles of incorporat$40
(b)Application for reserv$10name
(c)Application of a professional
corporation for reinstatement
following administrative
dissolution $30
(d)Application of a foreign
professional corporation
for authority to transact
business in this state440
(e)Annual report of a domestic
professional corporati$20
(f)Annual report of a foreign
professional corporati220
(g)Application for certificate
of existence or author$10tion
(h)Amendments to articles of
incorporation and auth$10ty
(i)Restated articles of
incorporation $10
(j)Mergers and share exch$10es
(k)Dissolutions and withd$10als
(L)Change of registered agent
or office $10
(m)Registered agent resig$10ions
(n)Corrections of annual $10ort
{ +
(oArt$cles of conversion 10 + }
____________________________________________________________
END OF POSSIBLE IRREGULAR TABULAR TEXT
____________________________________________________________
_________________________________________________________________
(2) The Secretary of State shall collect a fee of $20 each time
process is served on the Secretary of State under this chapter.
(3) The Secretary of State by rule may establish fees, in
addition to those provided for in subsections (1) and (2) of this
section, for:
(a) Copying any public record maintained by the Office of
Secretary of State and relating to a domestic or foreign
professional corporation, and for certifying the copy.
(b) Certifying to facts of record, other than a certificate of
existence, pursuant to ORS 58.480.
{ +
CORPORATIONS + }
{ +
(ORS Chapter 60) + }
SECTION 3. ORS 60.001 is amended to read:
60.001. As used in this chapter:
(1) 'Anniversary' means that day each year exactly one or more
years after:
(a) The date of filing by the Secretary of State of the
articles of incorporation in the case of a domestic corporation.
(b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign corporation.
(2) 'Articles of incorporation' include amended and restated
articles of incorporation { + , articles of conversion + } and
articles of merger.
(3) 'Authorized shares' means the shares of all classes a
domestic or foreign corporation is authorized to issue.
(4) 'Conspicuous' means so written that a reasonable person
against whom the writing is to operate should have noticed it.
For example, printing in italics, boldface or contrasting color,
typing in capitals or underlined is conspicuous.
(5) 'Corporation' or 'domestic corporation' means a corporation
for profit, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter.
(6) 'Distribution' means a direct or indirect transfer of money
or other property, except of a corporation's own shares, or
incurrence of indebtedness by a corporation to or for the benefit
of its shareholders in respect of any of its shares. A
distribution may be in the form of a declaration or payment of a
dividend, a purchase, redemption or other acquisition of shares,
a distribution of indebtedness, or otherwise.
(7) 'Employee' includes an officer but not a director. A
director may accept duties that make the director also an
employee.
(8) 'Entity' includes a corporation, foreign corporation,
nonprofit corporation, profit and nonprofit unincorporated
association, business trust, estate, partnership, trust, two or
more persons having a joint or common economic interest, any
state, the United States and any foreign government.
(9) 'Foreign corporation' means a corporation for profit
incorporated under a law other than the law of this state.
(10) 'Governmental subdivision' includes an authority, county,
district and municipality.
(11) 'Includes' denotes a partial definition.
(12) 'Individual' means a natural person.
(13) 'Means' denotes an exhaustive definition.
(14) 'Office,' when used to refer to the administrative unit
directed by the Secretary of State, means the office of the
Secretary of State.
(15) 'Person' includes individual and entity.
(16) 'Principal office' means the office, in or out of this
state, where the principal executive offices of a domestic or
foreign corporation are located and designated in the annual
report or application for authority to transact business in this
state.
(17) 'Proceeding' includes civil, criminal, administrative and
investigatory action.
(18) 'Record date' means the date established under this
chapter on which a corporation determines the identity of its
shareholders and their shareholdings for purposes of this
chapter. The determinations shall be made as of the close of
business on the record date unless another time for doing so is
specified when the record date is fixed.
(19) 'Share' means the units into which the proprietary
interest in a corporation are divided.
(20) 'Shareholder' means the person in whose name shares are
registered in the records of a corporation or the beneficial
owner of shares to the extent of the rights granted by a nominee
certificate on file with a corporation.
(21) 'State,' when referring to a part of the United States,
includes a state, commonwealth, territory and insular possession
of the United States and its agencies and governmental
subdivisions.
(22) 'Subscriber' means a person who subscribes for shares in a
corporation, whether before or after incorporation.
(23) 'United States' includes a district, authority, bureau,
commission, department and any other agency of the United States.
(24) 'Voting group' means all shares of one or more classes or
series that under the articles of incorporation or this chapter
are entitled to vote and be counted together collectively on a
matter at a meeting of shareholders. All shares entitled by the
articles of incorporation or this chapter to vote generally on
the matter are for that purpose a single voting group.
SECTION 4. ORS 60.007 is amended to read:
60.007. (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.
_______________________________________________________________
Document Fee
____NOTE_TO_GOPHER_CUSTOMERS:__________________________________
THE FOLLOWING TABULAR TEXT MAY BE IRREGULAR.
FOR COMPLETE INFORMATION PLEASE SEE THE PRINTED MEASURE.
_______________________________________________________________
(a)Articles of incorporat$50
(b)Application for reserv$10name
(c)Application for regist100d name
(d)Application of a domestic
corporation for reinstatement
following administrative
dissolution $15
(e)Application of a foreign
corporation for authority to
transact business in t440 state
(f)Annual report of a domestic
corporation $30
(g)Annual report of a foreign
corporation 220
(h)Application for certificate of
existence or authoriza$10n
(i)Application of a foreign
corporation for reinst$50ment
(j)Amendments to articles of
incorporation and auth$10ty
(k)Restated articles of
incorporation $10
(L) { -
Mergers and share exchanges - }
{ +
Articles of merger or + }
{ +
share exchange + }
$ 10
(m)Dissolutions and withd$10als
(n)Change of registered agent or
office $10
(o)Registered agent resig$10ions
(p)Correction of annual r$10rt
{ +
(qArt$cles of conversion 10 + }
____________________________________________________________
END OF POSSIBLE IRREGULAR TABULAR TEXT
____________________________________________________________
_________________________________________________________________
(2) The Secretary of State shall collect a fee of $20 each time
process is served on the Secretary of State under this chapter.
(3) The Secretary of State by rule may establish fees, in
addition to those provided for in subsections (1) and (2) of this
section, for:
(a) Copying any public record maintained by the office and
relating to a domestic or foreign corporation and for certifying
the copy.
(b) Certifying to other facts of record pursuant to ORS 60.027.
SECTION 5. { + Sections 6 to 10 of this 1999 Act are added to
and made a part of ORS 60.481 to 60.501. + }
SECTION 6. { + Definitions. As used in ORS 60.481 to 60.501:
(1) 'Business entity' means any of the following for-profit
entities:
(a) A professional corporation organized under ORS chapter 58,
predecessor law or comparable law of another jurisdiction;
(b) A corporation organized under this chapter, predecessor law
or comparable law of another jurisdiction;
(c) A cooperative organized under ORS chapter 62, predecessor
law or comparable law of another jurisdiction;
(d) A limited liability company organized under ORS chapter 63
or comparable law of another jurisdiction;
(e) A partnership organized in Oregon after January 1, 1998, or
that is registered as a limited liability partnership, or that
has elected to be governed by ORS chapter 67, and a partnership
governed by law of another jurisdiction that expressly provides
for conversions and mergers; and
(f) A limited partnership organized under ORS chapter 70,
predecessor law or comparable law of another jurisdiction.
(2) 'Organizational document' means the following for an Oregon
business entity or, for a foreign business entity, a document
equivalent to the following:
(a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
(b) In the case of a limited liability company, articles of
organization;
(c) In the case of a partnership, a partnership agreement and,
for a limited liability partnership, its registration; and
(d) In the case of a limited partnership, a certificate of
limited partnership.
(3) 'Owner' means a:
(a) Shareholder of a corporation or of a professional
corporation;
(b) Member or shareholder of a cooperative;
(c) Member of a limited liability company;
(d) Partner of a partnership; and
(e) General partner or limited partner of a limited
partnership. + }
SECTION 7. { + Conversion. (1) A business entity other than a
corporation may be converted to a corporation, and a corporation
may be converted to another business entity, pursuant to this
section, by adopting a plan of conversion, if conversion is
permitted by the statutes governing the other business entity.
(2) The plan of conversion shall set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) The terms and conditions of the conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information required in the organizational
document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion. + }
SECTION 8. { + Action on plan of conversion. (1) A plan of
conversion shall be approved as follows:
(a) In the case of a corporation, in the manner provided in ORS
60.487 for mergers; and
(b) In the case of a business entity other than a corporation,
as provided by the statutes governing that business entity.
(2) After a conversion is approved, and at any time before
articles of conversion are filed, the planned conversion may be
abandoned, subject to any contractual rights:
(a) By a corporation, in the manner provided in ORS 60.487 (9);
and
(b) By a business entity that planned to convert to a
corporation, in accordance with the procedure set forth in the
plan of conversion or, if none is set forth, in the manner
permitted by the statutes governing that business entity. + }
SECTION 9. { + Articles of conversion. (1) After conversion
is approved by the owners, the business entity shall file
articles of conversion, which shall state the name and type of
business entity prior to conversion and the name and type of
business entity after conversion, and shall include the plan of
conversion.
(2) The conversion takes effect at the later of the date and
time determined pursuant to ORS 60.011 or the date and time
determined pursuant to the statutes governing the business entity
that is not a corporation. + }
SECTION 10. { + Effect of conversion; entity existence
continues. (1) When a conversion to or from a corporation
pursuant to section 7 of this 1999 Act takes effect:
(a) The business entity continues its existence despite the
conversion;
(b) Title to all real estate and other property owned by the
converting business entity is vested in the converted business
entity without reversion or impairment;
(c) All obligations of the converting business entity,
including, without limitation, contractual, tort, statutory and
administrative obligations, are obligations of the converted
business entity;
(d) An action or proceeding pending against the converting
business entity or its owners may be continued as if the
conversion had not occurred, or the converted business entity may
be substituted as a party to the action or proceeding;
(e) The ownership interests of each owner that are to be
converted into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property, are converted as provided in the plan of
conversion;
(f) Liability of an owner for obligations of the business
entity, including, without limitation, contractual, tort,
statutory and administrative obligations, shall be determined:
(A) As to liabilities incurred prior to conversion, according
to the laws applicable prior to conversion; and
(B) As to liabilities incurred after conversion, according to
the laws applicable after conversion, except as provided in
paragraph (g) of this subsection;
(g) If prior to conversion an owner of a business entity was a
partner of a partnership or general partner of a limited
partnership and was personally liable for the business entity's
liabilities, and after conversion is an owner normally protected
from personal liability, then such owner shall continue to be
personally liable for the business entity's liabilities incurred
during the 12 months following conversion, if the other party or
parties to the transaction reasonably believed that the owner
would be personally liable and had not received notice of the
conversion; and
(h) The registration of an assumed business name of a business
entity pursuant to ORS chapter 648 shall continue as the assumed
business name of the converted business entity.
(2) Owners of the business entity that converted are entitled
to the rights provided in the plan of conversion and:
(a) In the case of shareholders of a corporation, the right to
dissent and obtain payment of the fair value of the shareholder's
shares as provided in ORS 60.551 to 60.594; and
(b) In the case of owners of business entities other than
corporations, the rights provided in the statutes, common law and
private agreements applicable to the business entity prior to
conversion, including, without limitation, any rights to dissent,
to dissociate, to withdraw, to recover for breach of any duty or
obligation owed by the other owners, and to obtain an appraisal
or payment for the value of an owner's interest. + }
SECTION 11. ORS 60.481 is amended to read:
60.481. { - (1) One or more corporations may merge into
another corporation if the board of directors of each corporation
adopts a plan of merger and, if required by ORS 60.487, the
shareholders of each corporation approve a plan of merger. - }
{ - (2) The plan of merger must set forth: - }
{ - (a) The name of each corporation planning to merge and
the name of the surviving corporation into which each other
corporation plans to merge; - }
{ - (b) The terms and conditions of the merger; and - }
{ - (c) The manner and basis of converting the shares of each
corporation into shares, obligations, or other securities of the
surviving or any other corporation or into cash or other property
in whole or part, or of canceling any part of the shares. - }
{ - (3) The plan of merger may set forth: - }
{ - (a) Amendments to the articles of incorporation of the
surviving corporation; and - }
{ - (b) Other provisions relating to the merger. - }
{ - (4) One or more corporations may merge with a nonprofit
corporation under ORS 65.481 to 65.504. - }
{ + (1) One or more corporations may merge with one or more
business entities, pursuant to this section, if each business
entity that is a party to the merger approves a plan of merger
and if the merger is permitted by the statutes governing each
business entity. The business entity that survives may be a
corporation or another business entity.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) The terms and conditions of the merger;
(d) The manner and basis of converting the shares or other
ownership interests of each owner into shares, ownership
interests or obligations of the surviving business entity or any
other business entity, or into cash or other property in whole or
in part; and
(e) If any party is a business entity other than a corporation,
any additional information required for a merger by the statutes
governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of a
corporation, if the corporation is the surviving business entity;
and
(b) Other provisions relating to the merger.
(4) One or more corporations may merge with a nonprofit
corporation under ORS 65.481 to 65.504. + }
SECTION 12. ORS 60.487 is amended to read:
60.487. (1) After adopting a plan of merger or share exchange,
the board of directors of each corporation party to the merger
and the board of directors of the corporation whose shares will
be acquired in the share exchange, shall submit the plan of
merger, except as provided in subsection (7) of this section, or
share exchange for approval by its shareholders.
(2) For a plan of merger or share exchange to be approved:
(a) The board of directors shall direct by resolution that the
plan of merger or share exchange be submitted to a vote at a
meeting of shareholders, which may be either an annual or a
special meeting; and
(b) The shareholders entitled to vote must approve the plan.
(3) The board of directors may condition its submission of the
proposed merger or share exchange on any basis.
(4) The corporation shall notify each shareholder, whether or
not entitled to vote, of the proposed shareholders' meeting in
accordance with ORS 60.214. The notice must also state that the
purpose, or one of the purposes, of the meeting is to consider
the plan of merger or share exchange and contain or be
accompanied by a copy or summary of the plan.
(5) Unless this chapter, the articles of incorporation or the
board of directors, acting pursuant to subsection (3) of this
section, requires a greater vote or a vote by voting groups, the
plan of merger or share exchange to be authorized shall be
approved by each voting group entitled to vote separately on the
plan by a majority of all the votes entitled to be cast on the
plan by that voting group.
(6) Separate voting by voting groups is required:
(a) On a plan of merger if the plan contains a provision that,
if contained in a proposed amendment to articles of
incorporation, would require action by one or more separate
voting groups on the proposed amendment under ORS 60.441, except
that separate voting by a voting group is not required if:
(A) Under the plan of merger, the shares that constitute the
voting group are to be converted into shares, obligations, other
securities, cash or other property with a value at least equal to
the value the shares would receive in a liquidation of the
corporation. For purposes of determining the value the shares
would receive in a liquidation of the corporation, the value of
property available for distribution to all shareholders in the
liquidation shall be assumed to be equal to the total value of
shares, obligations, other securities, cash or other property
into which all shares of the corporation are to be converted
under the plan of merger; or
(B) The articles of incorporation provide that the voting group
is not entitled to vote separately on a plan of merger; and
(b) On a plan of share exchange by each class or series of
shares included in the exchange, with each class or series
constituting a separate voting group.
(7) Action by the shareholders of the surviving corporation on
a plan of merger is not required if:
(a) The articles of incorporation of the surviving corporation
will not differ, except for amendments enumerated in ORS 60.434,
from its articles before the merger;
(b) Each shareholder of the surviving corporation whose shares
were outstanding immediately before the effective date of the
merger will hold the same number of shares, with identical
designations, preferences, limitations and relative rights,
immediately after;
(c) The number of voting shares outstanding immediately after
the merger, plus the number of voting shares issuable as a result
of the merger, either by the conversion of securities issued
pursuant to the merger or the exercise of rights and warrants
issued pursuant to the merger, will not exceed by more than 20
percent the total number of voting shares of the surviving
corporation outstanding immediately before the merger; and
(d) The number of participating shares outstanding immediately
after the merger, plus the number of participating shares
issuable as a result of the merger, either by the conversion of
securities issued pursuant to the merger or the exercise of
rights and warrants issued pursuant to the merger, will not
exceed by more than 20 percent the total number of participating
shares outstanding immediately before the merger.
(8) As used in subsection (7) of this section:
(a) 'Participating shares' means shares that entitle their
holders to participate without limitation in distributions.
(b) 'Voting shares' means shares that entitle their holders to
vote unconditionally in elections of directors.
(9) After a merger or share exchange is authorized, and at any
time before articles of merger or share exchange are filed, the
planned merger or share exchange may be abandoned, subject to any
contractual rights, without further shareholder action, in
accordance with the procedure set forth in the plan of merger or
share exchange or, if none is set forth, in the manner determined
by the board of directors.
{ + (10) If a party to a plan of merger is a business entity
other than a corporation, approval of the plan, and abandonment
of the plan after approval, shall be in accordance with the
statutes governing that business entity. + }
SECTION 13. ORS 60.494 is amended to read:
60.494. { - (1) After a plan of merger or share exchange is
approved by the shareholders or adopted by the board of directors
if shareholder approval is not required, the surviving or
acquiring corporation shall deliver to the office for filing
articles of merger or share exchange setting forth: - }
{ - (a) The plan of merger or share exchange; - }
{ - (b) If shareholder approval was not required, a statement
to that effect; and - }
{ - (c) If approval of the shareholders of one or more
corporations party to the merger or share exchange was
required: - }
{ - (A) The designation, number of outstanding shares and
number of votes entitled to be cast by each voting group entitled
to vote separately on the plan as to each corporation; and - }
{ - (B) The total number of votes cast for and against the
plan by each voting group entitled to vote separately on the
plan. - }
{ - (2) Unless a delayed effective date is specified, a
merger or share exchange takes effect when the articles of merger
or share exchange are filed. - }
{ + (1) After a plan of merger or share exchange is approved
by the owners of each business entity, or adopted by a board of
directors if shareholder approval is not required, the surviving
or acquiring business entity shall deliver to the office of the
Secretary of State, for filing, articles of merger setting forth:
(a) The plan of merger or share exchange;
(b) For each corporation that is a party to the merger or share
exchange:
(A) If shareholder approval was not required, a statement to
that effect; or
(B) If shareholder approval was required:
(i) The designation, number of outstanding shares and number of
votes entitled to be cast by each voting group entitled to vote
separately on the plan as to each corporation; and
(ii) The total number of votes cast for and against the plan by
each voting group entitled to vote separately on the plan; and
(c) For each business entity other than a corporation that is a
party to the merger, a statement that the plan of merger was duly
authorized and approved in accordance with the statutes governing
that business entity.
(2) The merger or share exchange takes effect on the later of
the date and time determined pursuant to ORS 60.011 or the date
and time determined pursuant to the statutes governing any
business entity other than a corporation that is a party to the
merger. + }
SECTION 14. ORS 60.497 is amended to read:
60.497. { - (1) When a merger takes effect: - }
{ - (a) Every other corporation party to the merger merges
into the surviving corporation and the separate existence of
every corporation except the surviving corporation ceases; - }
{ - (b) The title to all real estate and other property owned
by each corporation party to the merger is vested in the
surviving corporation without reversion or impairment; - }
{ - (c) The surviving corporation has all liabilities of each
corporation party to the merger; - }
{ - (d) A proceeding pending against any corporation party to
the merger may be continued as if the merger did not occur or the
surviving corporation may be substituted in the proceeding for
the corporation whose existence ceased; - }
{ - (e) The articles of incorporation of the surviving
corporation are amended to the extent provided in the plan of
merger; and - }
{ - (f) The shares of each corporation party to the merger
that are to be converted into shares, obligations or other
securities of the surviving or any other corporation or into cash
or other property are converted and the former holders of the
shares are entitled only to the rights provided in the articles
of merger or to their rights under this chapter. - }
{ - (2) When a share exchange takes effect, the shares of
each acquired corporation are exchanged as provided in the plan,
and the former holders of the shares are entitled only to the
exchange rights provided in the articles of share exchange or to
their rights under this chapter. - }
{ + (1) When a merger involving a corporation takes effect:
(a) Every other business entity that is a party to the merger
merges into the surviving business entity, and the separate
existence of every other party ceases;
(b) Title to all real estate and other property owned by each
of the business entities that were parties to the merger is
vested in the surviving business entity without reversion or
impairment;
(c) All obligations of each of the business entities that were
parties to the merger, including, without limitation,
contractual, tort, statutory and administrative obligations, are
obligations of the surviving business entity;
(d) An action or proceeding pending against each of the
business entities or its owners that were parties to the merger
may be continued as if the merger had not occurred, or the
surviving business entity may be substituted as a party to the
action or proceeding;
(e) If a corporation is the surviving business entity, its
articles of incorporation are amended to the extent provided in
the plan of merger;
(f) The shares or other ownership interests of each owner that
are to be converted into ownership interests or obligations of
the converted business entity or any other business entity, or
into cash or other property, are converted as provided in the
plan of merger;
(g) Liability of an owner for obligations of the business
entity, including, without limitation, contractual, tort,
statutory and administrative obligations, shall be determined:
(A) As to obligations incurred prior to merger, according to
the laws applicable prior to merger; and
(B) As to obligations incurred after merger, according to the
laws applicable after merger, except as provided in paragraph (h)
of this subsection;
(h) If prior to merger an owner of a business entity was a
partner of a partnership or general partner of a limited
partnership and was personally liable for the business entity's
obligations, and after merger is an owner normally protected from
personal liability, then such owner shall continue to be
personally liable for the business entity's obligations incurred
during the 12 months following merger, if the other party or
parties to the transaction reasonably believed that the owner
would be personally liable and had not received notice of the
merger; and
(i) The registration of an assumed business name of a business
entity pursuant to ORS chapter 648 shall continue as the assumed
business name of the surviving business entity.
(2) Owners of the business entities that merged are entitled to
the rights provided in the plan of merger and:
(a) In the case of shareholders, the rights provided in this
chapter; and
(b) In the case of owners of business entities other than
corporations, the rights provided in the statutes applicable to
that business entity, including, without limitation, any rights
to dissent, to dissociate, to withdraw, to recover for breach of
any duty or obligation owed by the other owners, and to obtain an
appraisal or payment for the value of an owner's interest.
(3) When a share exchange takes effect, the shares of each
acquired corporation are exchanged as provided in the plan, and
the former holders of the shares are entitled only to the
exchange rights provided in the articles of share exchange or to
their rights under this chapter. + }
SECTION 15. ORS 60.554 is amended to read:
60.554. (1) Subject to subsection (2) of this section, a
shareholder is entitled to dissent from, and obtain payment of
the fair value of the shareholder's shares in the event of, any
of the following corporate acts:
(a) Consummation of a plan of merger to which the corporation
is a party if shareholder approval is required for the merger by
ORS 60.487 or the articles of incorporation and the shareholder
is entitled to vote on the merger or if the corporation is a
subsidiary that is merged with its parent under ORS 60.491;
(b) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be
acquired, if the shareholder is entitled to vote on the plan;
(c) Consummation of a sale or exchange of all or substantially
all of the property of the corporation other than in the usual
and regular course of business, if the shareholder is entitled to
vote on the sale or exchange, including a sale in dissolution,
but not including a sale pursuant to court order or a sale for
cash pursuant to a plan by which all or substantially all of the
net proceeds of the sale will be distributed to the shareholders
within one year after the date of sale;
(d) An amendment of the articles of incorporation that
materially and adversely affects rights in respect of a
dissenter's shares because it:
(A) Alters or abolishes a preemptive right of the holder of the
shares to acquire shares or other securities; or
(B) Reduces the number of shares owned by the shareholder to a
fraction of a share if the fractional share so created is to be
acquired for cash under ORS 60.141; { - or - }
(e) Any corporate action taken pursuant to a shareholder vote
to the extent the articles of incorporation, bylaws or a
resolution of the board of directors provides that voting or
nonvoting shareholders are entitled to dissent and obtain payment
for their shares { + ; or
(f) Conversion to a noncorporate business entity pursuant to
section 7 of this 1999 Act + }.
(2) A shareholder entitled to dissent and obtain payment for
the shareholder's shares under ORS 60.551 to 60.594 may not
challenge the corporate action creating the shareholder's
entitlement unless the action is unlawful or fraudulent with
respect to the shareholder or the corporation.
(3) Dissenters' rights shall not apply to the holders of shares
of any class or series if the shares of the class or series were
registered on a national securities exchange or quoted on the
National Association of Securities Dealers, Inc. Automated
Quotation System as a National Market System issue on the record
date for the meeting of shareholders at which the corporate
action described in subsection (1) of this section is to be
approved or on the date a copy or summary of the plan of merger
is mailed to shareholders under ORS 60.491, unless the articles
of incorporation otherwise provide.
{ +
COOPERATIVES + }
{ +
(ORS Chapter 62) + }
SECTION 16. ORS 62.015 is amended to read:
62.015. As used in this chapter, unless the context requires
otherwise:
(1) 'Anniversary' means that day each year exactly one or more
years after:
(a) The date of filing by the Secretary of State of the
articles of incorporation in the case of a domestic cooperative.
(b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign cooperative.
(2) 'Articles' means articles of incorporation { + , articles
of conversion and articles of merger + }.
(3) 'Board' means board of directors.
(4) 'Cooperative' means a cooperative corporation which is
subject to the provisions of this chapter.
(5) 'Corporation' means a corporation which is not a
cooperative.
(6) 'Foreign cooperative' means a cooperative corporation
organized under laws other than the laws of this state.
(7) 'Member' means a person who has been qualified and accepted
for membership in a cooperative.
(8) 'Membership stock' means any class of stock, continuous
ownership of which is required for membership in a cooperative.
(9) 'Person' includes individuals, corporations, associations,
firms, partnerships, joint stock companies, trusts, estates and
foreign and domestic cooperative corporations.
(10) 'Shareholder' means a holder of shares of capital stock of
a cooperative other than membership stock.
SECTION 17. ORS 62.030 is amended to read:
62.030. (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.
_______________________________________________________________
Document Fee
____NOTE_TO_GOPHER_CUSTOMERS:__________________________________
THE FOLLOWING TABULAR TEXT MAY BE IRREGULAR.
FOR COMPLETE INFORMATION PLEASE SEE THE PRINTED MEASURE.
_______________________________________________________________
(a)Articles of incorporat$40
(b)Application for reserved
name $10
(c)Application of a cooperative
for reinstatement following
administrative dissolu$30n
(d)Annual report of a coo$20ative
(e)Application for certificate of
existence $10
(f)Dissolutions $10
(g)Change of registered agent
or office $10
(h)Registered agent resig$10ion
(i)Correction of annual
report/articles $10
(j)Amendments $10
(k)Restated articles of
incorporation $10
(L) { +
Articles of + }
m$rg10
{ +
(mArt$cles of conversion 10 + }
____________________________________________________________
END OF POSSIBLE IRREGULAR TABULAR TEXT
____________________________________________________________
_________________________________________________________________
(2) The Secretary of State shall collect a fee of $20 each time
process is served on the Secretary of State under this chapter.
(3) The Secretary of State by rule may establish fees, in
addition to those provided for in subsections (1) and (2) of this
section, for:
(a) Copying any public record maintained by the Office of
Secretary of State and relating to a cooperative, and for
certifying the copy.
(b) Certifying to facts of record, other than a certificate of
existence, pursuant to ORS 62.065.
SECTION 18. ORS 62.605 is amended to read:
62.605. { - As used in ORS 62.610 to 62.635, 'surviving
cooperative' means the cooperative designated in the plan of
merger as the surviving cooperative. - } { + As used in this
section and ORS 62.610 to 62.635:
(1) 'Business entity' means any of the following for-profit
entities:
(a) A professional corporation organized under ORS chapter 58,
predecessor law or comparable law of another jurisdiction;
(b) A corporation organized under ORS chapter 60, predecessor
law or comparable law of another jurisdiction;
(c) A cooperative organized under this chapter, predecessor law
or comparable law of another jurisdiction;
(d) A limited liability company organized under ORS chapter 63
or comparable law of another jurisdiction;
(e) A partnership organized in Oregon after January 1, 1998, or
that is registered as a limited liability partnership, or that
has elected to be governed by ORS chapter 67, and a partnership
governed by law of another jurisdiction that expressly provides
for conversions and mergers; and
(f) A limited partnership organized under ORS chapter 70,
predecessor law or comparable law of another jurisdiction.
(2) 'Organizational document' means the following for an Oregon
business entity or, for a foreign business entity, a document
equivalent to the following:
(a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
(b) In the case of a limited liability company, articles of
organization;
(c) In the case of a partnership, a partnership agreement and,
for a limited liability partnership, its registration; and
(d) In the case of a limited partnership, a certificate of
limited partnership.
(3) 'Owner' means a:
(a) Shareholder of a corporation or of a professional
corporation;
(b) Member or shareholder of a cooperative;
(c) Member of a limited liability company;
(d) Partner of a partnership; and
(e) General partner or limited partner of a limited
partnership. + }
SECTION 19. { + Sections 20 to 25 of this 1999 Act are added
to and made a part of ORS 62.610 to 62.635. + }
SECTION 20. { + Conversion. (1) A business entity other than
a cooperative may be converted to a cooperative, and a
cooperative may be converted to another business entity, pursuant
to this section, by adopting a plan of conversion, if conversion
is permitted by the statutes governing the other business entity.
(2) The plan of conversion shall set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) The terms and conditions of the conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information required in the organizational
document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion. + }
SECTION 21. { + Action on plan of conversion. (1) A plan of
conversion shall be approved by the business entity as follows:
(a) In the case of a cooperative, in the manner provided in
section 25 (1)(a) of this 1999 Act for mergers; and
(b) In the case of a business entity other than a cooperative,
as provided by the statutes governing that business entity.
(2) After a conversion is approved, and at any time before
articles of conversion are filed, the planned conversion may be
abandoned, subject to any contractual rights:
(a) By a cooperative, without further action by the members or
shareholders, in accordance with the procedure set forth in the
plan of conversion or, if none is set forth, in the manner
determined by the board of directors.
(b) By another business entity that planned to convert to a
cooperative, in accordance with the procedure set forth in the
plan of conversion or, if none is set forth, in the manner
permitted by the statutes governing that business entity. + }
SECTION 22. { + Articles of conversion. (1) After conversion
is approved by the owners, the business entity shall file
articles of conversion, which shall state the name and type of
business entity prior to conversion and the name and type of
business entity after conversion, and shall include the plan of
conversion.
(2) The conversion takes effect at the later of the date and
time determined pursuant to ORS 62.035 or the date and time
determined pursuant to the statutes governing the business entity
that is not a cooperative. + }
SECTION 23. { + Effect of conversion; entity existence
continues. (1) When a conversion to or from a cooperative
pursuant to section 20 of this 1999 Act takes effect:
(a) The business entity continues its existence despite the
conversion;
(b) Title to all real estate and other property owned by the
converting business entity is vested in the converted business
entity without reversion or impairment;
(c) All obligations of the converting business entity
including, without limitation, contractual, tort, statutory and
administrative obligations are obligations of the converted
business entity;
(d) An action or proceeding pending against the converting
business entity or its owners may be continued as if the
conversion had not occurred, or the converted business entity may
be substituted as a party to the action or proceeding;
(e) The ownership interests of each owner that are to be
converted into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property, are converted as provided in the plan of
conversion;
(f) Liability of an owner for obligations of the business
entity shall be determined:
(A) As to liabilities incurred by the business entity prior to
conversion, according to the status of the owner prior to
conversion; and
(B) As to liabilities incurred by the business entity after
conversion, according to the status of the owner after
conversion, except as provided in paragraph (g) of this
subsection;
(g) If prior to conversion an owner of a business entity was a
partner of a partnership or general partner of a limited
partnership and was personally liable for the business entity's
liabilities, and after conversion is an owner normally protected
from personal liability, then such owner shall continue to be
personally liable for the business entity's liabilities incurred
during the 12 months following conversion, if the other party or
parties to the transaction reasonably believed that the owner
would be personally liable and had not received notice of the
conversion; and
(h) The registration of an assumed business name of a business
entity under ORS chapter 648 shall continue as the assumed
business name of the converted business entity.
(2) Owners of the business entity that converted are entitled
to the rights provided in the plan of conversion and, in the case
of business entities other than cooperatives, to the rights
provided in the statutes applicable to the business entity prior
to conversion, including, without limitation, any rights to
dissent, to dissociate, to withdraw, to recover for breach of any
duty or obligation owed by the other owners, and to obtain an
appraisal or payment for the value of an owner's interest. + }
SECTION 24. { + Merger. (1) One or more cooperatives may
merge with one or more business entities, pursuant to this
section, if each business entity that is a party to the merger
approves a plan of merger and if the merger is permitted by the
statutes governing each business entity. The business entity that
survives may be a cooperative or another business entity.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) The terms and conditions of the merger;
(d) The manner and basis of converting the shares or other
ownership interests of each owner into shares, ownership
interests or obligations of the surviving business entity or any
other business entity, or into cash or other property in whole or
in part; and
(e) If any party is a business entity other than a cooperative,
any additional information required for a merger by the statutes
governing that type of business entity.
(3) The plan of merger may set forth:
(a) Amendments to the articles of incorporation of a
cooperative, if the cooperative is the surviving business entity;
and
(b) Other provisions relating to the merger. + }
SECTION 25. { + Action on plan of merger. (1) A plan of
merger shall be approved by each business entity that is a party
to the merger, as follows:
(a) In the case of a cooperative, the board shall by resolution
approve the plan and direct that the plan be submitted to a vote
at an annual or a special meeting of members. Written notice
shall be given to each member in the manner provided in this
chapter for meetings of members, and approval of the plan shall
be by affirmative vote of a majority of the member votes cast
thereon. The articles may permit shareholders to vote on approval
of the plan, and may fix the proportion of shareholder votes
required for approval. If the articles permit shareholders to
vote on such a plan, written notice shall be given to each
shareholder entitled to vote thereon in the manner and at the
time provided for notice to members.
(b) In the case of a business entity other than a cooperative,
as provided by the statutes governing that business entity.
(2) After a merger is authorized, and at any time before
articles of merger are filed, the planned merger may be
abandoned, subject to any contractual rights:
(a) By the cooperative, without further action by the members
or shareholders, in accordance with the procedure set forth in
the plan of merger or, if none is set forth, in the manner
determined by the board of directors.
(b) By a party to the merger that is not a cooperative, in
accordance with the procedure set forth in the plan of merger or,
if none is set forth, in the manner permitted by the statutes
governing that business entity. + }
SECTION 26. ORS 62.615 is amended to read:
62.615. { - Upon adoption of the plan of merger, the articles
of merger shall set forth: - }
{ - (1) The plan of merger. - }
{ - (2) The date of adoption of the plan. - }
{ - (3) As to each cooperative, the numbers of member votes
cast for and against the plan. - }
{ - (4) As to each cooperative, if shareholders are
authorized to vote on the plan, the number of shareholder votes
entitled to be voted on the plan, the numbers of such shareholder
votes cast for and against the plan and the number of such votes
required by the articles for adoption thereof. - }
{ + (1) After a plan of merger is approved by each business
entity that is a party to the merger, the surviving business
entity shall deliver to the office of the Secretary of State, for
filing, articles of merger setting forth:
(a) The plan of merger;
(b) The date of approval of the plan;
(c) A statement that the plan of merger was duly authorized and
approved by each business entity that is a party to the merger in
accordance with section 25 of this 1999 Act;
(d) As to each cooperative, the numbers of member votes cast
for and against the plan; and
(e) As to each cooperative, if shareholders are authorized to
vote on the plan, the number of shareholder votes entitled to be
voted on the plan, the number of such shareholder votes cast for
and against the plan and the number of such votes required by the
articles for approval thereof.
(2) The merger takes effect on the later of the date and time
determined pursuant to ORS 62.035 or the date and time determined
pursuant to the statutes governing any party to the merger that
is a business entity other than a cooperative. + }
SECTION 27. ORS 62.620 is amended to read:
62.620. { - When the merger has been effected: - }
{ - (1) The several cooperative parties to the plan of merger
shall be a single cooperative, which shall be that cooperative
designated in the plan of merger as the surviving
cooperative. - }
{ - (2) The separate existence of all cooperatives parties to
the plan of merger, except the surviving cooperative, shall
cease. - }
{ - (3) The surviving cooperative shall thereupon and
thereafter possess all the rights, privileges, immunities and
franchises, as well of a public as of a private nature, of each
of the merging cooperatives; and all property, real, personal and
mixed, and all debts due on whatever account, including
subscriptions to shares, and all other choses in action, and all
and every other interest, of or belonging to or due to each of
the cooperatives so merged, shall be deemed to be transferred to
and vested in such single cooperative without further act or
deed; and the title to any real estate, or any interest therein,
vested in any of such cooperatives shall not revert or be in any
way impaired by reason of the merger. - }
{ - (4) The surviving cooperative is thenceforth responsible
and liable for all the liabilities and obligations of each of the
cooperatives so merged and any claim existing or action or
proceeding pending by or against any of such cooperatives may be
prosecuted as if the merger had not taken place, or the surviving
cooperative may be substituted in its place. Neither the rights
of creditors nor any liens upon the property of any such
cooperative are impaired by the merger. - }
{ - (5) The articles of the surviving cooperative shall be
deemed to be amended to the extent, if any, that changes in its
articles are stated in the plan of merger. - }
{ + (1) When a merger involving a cooperative takes effect:
(a) Every other business entity that is a party to the merger
merges into the surviving business entity, and the separate
existence of every other party ceases;
(b) Title to all real estate and other property owned by each
of the business entities that were parties to the merger is
vested in the surviving business entity without reversion or
impairment;
(c) All obligations of each of the business entities that were
parties to the merger, including, without limitation,
contractual, tort, statutory and administrative obligations, are
obligations of the surviving business entity;
(d) An action or proceeding pending against each of the
business entities that were parties to the merger may be
continued as if the merger had not occurred, or the surviving
business entity may be substituted as a party to the action or
proceeding;
(e) If a cooperative is the surviving business entity, its
articles of incorporation are amended to the extent provided in
the plan of merger;
(f) The shares or other ownership interests of each shareholder
or other owner that are to be converted into shares or other
ownership interests or obligations of the surviving business
entity or any other business entity, or into cash or other
property, are converted as provided in the plan of merger;
(g) Liability of an owner for obligations of a business entity
that is a party to the merger shall be determined:
(A) As to obligations incurred by the business entity prior to
merger, according to the status of the owner prior to merger; and
(B) As to obligations incurred by the business entity after
merger, according to the status of the owner after merger, except
as provided in paragraph (h) of this subsection;
(h) If prior to merger an owner of a business entity was a
partner of a partnership or general partner of a limited
partnership and was personally liable for the business entity's
obligations, and after merger is an owner normally protected from
personal liability, then such owner shall continue to be
personally liable for the business entity's obligations incurred
during the 12 months following merger, if the other party or
parties to the transaction reasonably believed that the owner
would be personally liable and had not received notice of the
merger; and
(i) The registration of an assumed business name of a business
entity under ORS chapter 648 shall continue as the assumed
business name of the surviving business entity.
(2) Owners of the business entities that merged are entitled to
the rights provided in the plan of merger and, in the case of
owners of business entities other than cooperatives, the rights
provided in the statutes applicable to that business entity,
including, without limitation, any rights to dissent, to
dissociate, to withdraw, to recover for breach of any duty or
obligation owed by the other owners, and to obtain an appraisal
or payment for the value of an owner's interest. + }
{ +
LIMITED LIABILITY COMPANIES + }
{ +
(ORS Chapter 63) + }
SECTION 28. ORS 63.001 is amended to read:
63.001. As used in this chapter:
(1) 'Anniversary' means that day each year exactly one or more
years after:
(a) The date of filing by the Secretary of State of the
articles of organization in the case of a domestic limited
liability company.
(b) The date of filing by the Secretary of State of an
application for authority to transact business in the case of a
foreign limited liability company.
(2) 'Articles of organization' means the document described in
ORS 63.047 for the purpose of forming a limited liability
company, including articles of organization as they may be
amended or restated { + , articles of conversion and articles of
merger + }.
(3) 'Bankruptcy' means:
(a) Assignment by a member for the benefit of creditors;
(b) Commencement of a voluntary bankruptcy case by a member;
(c) Adjudication of a member as bankrupt or insolvent;
(d) Filing by a member of a petition or answer seeking for the
member any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under
any statute, law or rule;
(e) Filing by a member of an answer or other pleading admitting
or failing to contest the material allegations of a petition
filed against the member in any proceeding of this nature;
(f) Seeking, consenting to or acquiescing in the appointment of
a trustee, receiver or liquidator of the member or of all or any
substantial part of the member's properties;
(g) Commencement of an involuntary bankruptcy case against a
member that has not been dismissed on or before the 120th day
after the commencement of the case;
(h) Appointment, without the member's consent, of a trustee,
receiver or liquidator either of the member or of all or any
substantial part of the member's properties that is not vacated
or stayed on or before the 90th day after appointment; or
(i) Appointment described in paragraph (h) of this subsection
that is not vacated on or before the 90th day after expiration of
the stay under paragraph (h) of this subsection.
(4) 'Contribution' means anything of value which 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.
(5) 'Corporation' or 'domestic corporation' means a corporation
for profit incorporated under ORS chapter 60.
(6) 'Distribution' means a direct or indirect transfer of money
or other property, except of a limited liability company's own
interests, or incurrence of indebtedness by a limited liability
company to or for the benefit of its members in respect of any of
its member's interests. A distribution may be in the form of a
declaration or payment of profits, a purchase, retirement or
other acquisition of interests, a distribution of indebtedness,
or otherwise.
(7) 'Entity' includes a domestic or foreign limited liability
company, corporation, foreign corporation, domestic or foreign
nonprofit corporation, domestic or foreign cooperative
corporation, profit or nonprofit unincorporated association,
business trust, estate, domestic or foreign general or limited
partnership, trust, two or more persons having a joint or common
economic interest, any state, the United States or any foreign
government.
(8) 'Foreign corporation' means a corporation for profit
incorporated under a law other than the law of this state.
(9) 'Foreign limited liability company' means an entity that is
an unincorporated association that is organized under the laws of
a state other than of this state or under the laws of any foreign
country and that is organized under a statute pursuant to which
an association may be formed that affords to each of its members
limited liability with respect to the liabilities of the entity.
(10) 'Foreign limited partnership' means a limited partnership
formed under the laws of any jurisdiction other than this state
and having as partners one or more general partners and one or
more limited partners.
(11) 'Incompetency' means the entry of a judgment by a court of
competent jurisdiction adjudicating the member incompetent to
manage the member's person or estate.
(12) 'Individual' means a natural person.
(13) 'Limited liability company' or 'domestic limited liability
company' means an entity that is an unincorporated association
having one or more members that is organized under this chapter.
(14) 'Limited partnership' or 'domestic limited partnership'
means a partnership formed by two or more persons under ORS
chapter 70 and having one or more general partners and one or
more limited partners.
(15) 'Manager' or 'managers' means a person or persons
designated by the members of a limited liability company in
accordance with ORS 63.135 to manage the limited liability
company's business and affairs.
(16) 'Member' or 'members' means a person or persons with both
an ownership interest in a limited liability company and all the
rights and obligations of a member specified under this chapter.
'Member' does not include an assignee of an ownership interest
who has not also acquired the voting and other rights appurtenant
to membership.
(17) 'Membership interest' or 'interest' means a member's
collective rights in a limited liability company, including the
member's share of profits and losses of the limited liability
company, the right to receive distributions of the limited
liability company's assets and any right to vote or participate
in management.
(18) 'Office,' when used to refer to the administrative unit
directed by the Secretary of State, means the office of the
Secretary of State.
(19) '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 its business.
(20) 'Organizer' means one of the signers of the initial
articles of organization.
(21) 'Party' includes an individual who was, is or is
threatened to be made a named defendant or respondent in a
proceeding.
(22) 'Person' means an individual or entity.
(23) 'Proceeding' means any threatened, pending or completed
action, suit or proceeding whether civil, criminal,
administrative or investigatory and whether formal or informal.
(24) 'State,' when referring to a part of the United States,
includes a state, commonwealth, territory or insular possession
of the United States and its agencies and governmental
subdivisions.
(25) 'United States' includes a district, authority, bureau,
commission, department or any other agency of the United States.
SECTION 29. ORS 63.007 is amended to read:
63.007. (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.
_______________________________________________________________
Document Fee
____NOTE_TO_GOPHER_CUSTOMERS:__________________________________
THE FOLLOWING TABULAR TEXT MAY BE IRREGULAR.
FOR COMPLETE INFORMATION PLEASE SEE THE PRINTED MEASURE.
_______________________________________________________________
(a)Articles of organizati$40
(b)Application for reserved
name................. $10
(c)Application for registered
name................. 100
(d)Application of a domestic limited
liability company for reinstatement
following administrative
dissolution.......... $30
(e)Application for registration
of a foreign limited liability
company.............. 440
(f)Annual report of domestic limited
liability company.... $30
(g)Annual report of a foreign limited
liability company.... 220
(h)Certificate of existence or
authorization........ $10
(i)Application of a foreign limited
liability company for reinstate-
ment following administrative
revocation........... $50
(j)Amendments to articles of
organization......... $10
(k)Restated articles of
organization......... $10
(L) { -
Mergers - }
{ +
Articles of merger + }
$..................10
(m)Dissolutions and withd$10als
(n)Change of registered agent
or office............ $10
(o)Registered agent resig$10ions
(p)Amendment to annual re$10t
{ +
(qArt....................$ 10 + }
_________________________________________________________________
____________________________________________________________
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(2) The Secretary of State shall collect a fee of $20 each time
process is served on the Secretary of State under ORS 63.121 and
63.731.
(3) The Secretary of State by rule may establish fees in
addition to those provided for in subsections (1) and (2) of this
section for:
(a) Copying any public record maintained by the office and
relating to a domestic or foreign limited liability company and
for certifying the copy.
(b) Certifying to other facts of record pursuant to ORS 63.027.
SECTION 30. { + Sections 31 to 35 of this 1999 Act are added
to and made a part of ORS 63.481 to 63.497. + }
SECTION 31. { + Definitions. As used in ORS 63.481 to 63.497:
(1) 'Business entity' means:
(a) A professional corporation organized under ORS chapter 58,
predecessor law or comparable law of another jurisdiction;
(b) A corporation organized under ORS chapter 60, predecessor
law or comparable law of another jurisdiction;
(c) A cooperative organized under ORS chapter 62, predecessor
law or comparable law of another jurisdiction;
(d) A limited liability company organized under this chapter or
comparable law of another jurisdiction;
(e) A partnership organized in Oregon after January 1, 1998, or
that is registered as a limited liability partnership, or that
has elected to be governed by ORS chapter 67, and a partnership
governed by law of another jurisdiction that expressly provides
for conversions and mergers; and
(f) A limited partnership organized under ORS chapter 70,
predecessor law or comparable law of another jurisdiction.
(2) 'Organizational document' means the following for an Oregon
business entity or, for a foreign business entity, a document
equivalent to the following:
(a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
(b) In the case of a limited liability company, articles of
organization;
(c) In the case of a partnership, a partnership agreement and,
for a limited liability partnership, its registration; and
(d) In the case of a limited partnership, a certificate of
limited partnership.
(3) 'Owner' means a:
(a) Shareholder of a corporation or of a professional
corporation;
(b) Member or shareholder of a cooperative;
(c) Member of a limited liability company;
(d) Partner of a partnership; and
(e) General partner or limited partner of a limited
partnership. + }
SECTION 32. { + Conversion. (1) A business entity other than
a limited liability company may be converted to a limited
liability company, and a limited liability company may be
converted to another business entity, pursuant to this section,
by adopting a plan of conversion, if conversion is permitted by
the statutes governing the other business entity.
(2) The plan of conversion shall set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) The terms and conditions of the conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information required in the organizational
document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion. + }
SECTION 33. { + Action on plan of conversion. (1) A plan of
conversion shall be approved as follows:
(a) In the case of a limited liability company, by a majority
vote of its members, or by a greater vote if required by its
articles of organization or any operating agreement.
(b) In the case of a business entity other than a limited
liability company, as provided by the statutes governing that
business entity.
(2) After a conversion is approved, and at any time before
articles of conversion are filed, the planned conversion may be
abandoned, subject to any contractual rights:
(a) By a limited liability company, without further action by
the members, in accordance with the procedure set forth in the
plan of conversion or, if none is set forth, in the manner
determined by the managers.
(b) By a converting business entity that is not a limited
liability company, in accordance with the procedure set forth in
the plan of conversion or, if none is set forth, in the manner
permitted by the statutes governing that business entity. + }
SECTION 34. { + Articles of conversion. (1) After conversion
is approved by the owners, the business entity shall file
articles of conversion, which shall state the name and type of
business entity prior to conversion and the name and type of
business entity after conversion, and shall include the plan of
conversion.
(2) The conversion takes effect at the later of the date and
time determined pursuant to ORS 63.011 or the date and time
determined pursuant to the statutes governing the business entity
that is not a limited liability company. + }
SECTION 35. { + Effect of conversion; entity existence
continues. (1) When a conversion to or from a limited liability
company pursuant to section 32 of this 1999 Act takes effect:
(a) The business entity continues its existence despite the
conversion;
(b) Title to all real estate and other property owned by the
converting business entity is vested in the converted business
entity without reversion or impairment;
(c) All obligations of the converting business entity
including, without limitation, contractual, tort, statutory and
administrative obligations are obligations of the converted
business entity;
(d) An action or proceeding pending against the converting
business entity or its owners may be continued as if the
conversion had not occurred, or the converted business entity may
be substituted as a party to the action or proceeding;
(e) The ownership interests of each owner that are to be
converted into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property, are converted as provided in the plan of
conversion;
(f) Liability of an owner for obligations of the business
entity shall be determined:
(A) As to liabilities incurred by the business entity prior to
conversion, according to laws applicable prior to conversion; and
(B) As to liabilities incurred by the business entity after
conversion, according to laws applicable after conversion, except
as provided in paragraph (g) of this subsection;
(g) If prior to conversion an owner of a business entity was a
partner of a partnership or general partner of a limited
partnership and was personally liable for the business entity's
liabilities, and after conversion is an owner normally protected
from personal liability, then such owner shall continue to be
personally liable for the business entity's liabilities incurred
during the 12 months following conversion, if the other party or
parties to the transaction reasonably believed that the owner
would be personally liable and had not received notice of the
conversion; and
(h) The registration of an assumed business name of a business
entity under ORS chapter 648 shall continue as the assumed
business name of the converted business entity.
(2) Owners of the business entity that converted are entitled
to:
(a) In the case of limited liability companies, only the rights
provided in the plan of conversion; and
(b) In the case of owners of business entities other than
limited liability companies, the rights provided in the plan of
conversion and in the statutes applicable to the business entity
prior to conversion, including, without limitation, any rights to
dissent, to dissociate, to withdraw, to recover for breach of any
duty or obligation owed by the other owners, and to obtain an
appraisal or payment for the value of an owner's interest. + }
SECTION 36. ORS 63.481 is amended to read:
63.481. { - (1) One or more limited liability companies may
merge into another limited liability company if each limited
liability company that is a party to the merger approves a plan
of merger. - }
{ - (2) The plan of merger must set forth: - }
{ - (a) The name of each limited liability company planning
to merge and the name of the surviving limited liability company
into which each other limited liability company plans to
merge; - }
{ - (b) The terms and conditions of the merger; and - }
{ - (c) The manner and basis of converting the membership
interests of each limited liability company into membership
interests or obligations of the surviving or any other limited
liability company, or into cash or other property in whole or
part. - }
{ - (3) The plan of merger may set forth: - }
{ - (a) Amendments to the articles of organization of the
surviving limited liability company; and - }
{ - (b) Other provisions relating to the merger. - }
{ + (1) One or more limited liability companies may merge
with one or more business entities, pursuant to this section, if
each business entity that is a party to the merger approves a
plan of merger and if the merger is permitted by the statutes
governing each business entity. The business entity that survives
may be a limited liability company or another business entity.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) The terms and conditions of the merger;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) If any party is a business entity other than a limited
liability company, any additional information required for a
merger by the statutes governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the articles of organization of a limited
liability company, if that company is the surviving business
entity; and
(b) Other provisions relating to the merger. + }
SECTION 37. ORS 63.487 is amended to read:
63.487. { - (1) Unless the articles of organization or any
operating agreement requires a greater vote, a plan of merger
shall be approved by a limited liability company by a majority
vote of its members. - }
{ - (2) After a merger is authorized, and at any time before
articles of merger are filed, the planned merger may be
abandoned, subject to any contractual rights, without further
member action, in accordance with the procedure set forth in the
plan of merger or, if none is set forth, in the manner determined
by the managers. - }
{ + (1) A plan of merger shall be approved by each business
entity that is a party to the merger, as follows:
(a) In the case of a limited liability company, by a majority
vote of its members, or by a greater vote if required by its
articles of organization or any operating agreement.
(b) In the case of a business entity other than a limited
liability company, as provided by the statutes governing that
business entity.
(2) After a merger is authorized, and at any time before
articles of merger are filed, the planned merger may be
abandoned, subject to any contractual rights:
(a) By the limited liability company, without further action by
the members, in accordance with the procedure set forth in the
plan of merger or, if none is set forth, in the manner determined
by the managers.
(b) By a party to the merger that is not a limited liability
company, in accordance with the procedure set forth in the plan
of merger or, if none is set forth, in the manner permitted by
the statutes governing that business entity. + }
SECTION 38. ORS 63.494 is amended to read:
63.494. { - (1) After a plan of merger is approved by each
limited liability company that is a party to the merger, the
surviving limited liability company shall deliver to the office
for filing articles of merger setting forth: - }
{ - (a) The plan of merger; and - }
{ - (b) A statement that the plan of merger was duly
authorized and approved in accordance with ORS 63.481 and
63.487. - }
{ - (2) Unless a delayed effective date is specified, a
merger takes effect when the articles of merger are filed. - }
{ + (1) After a plan of merger is approved by each business
entity that is a party to the merger, the surviving business
entity shall deliver to the office of the Secretary of State, for
filing, articles of merger setting forth:
(a) The plan of merger; and
(b) A statement that the plan of merger was duly authorized and
approved by each business entity that is a party to the merger in
accordance with ORS 63.487.
(2) The merger takes effect on the later of the date and time
determined pursuant to ORS 63.011 or the date and time determined
pursuant to the statutes governing any party to the merger that
is a business entity other than a limited liability company. + }
SECTION 39. ORS 63.497 is amended to read:
63.497. { - When a merger takes effect: - }
{ - (1) Every other limited liability company party to the
merger merges into the surviving limited liability company and
the separate existence of every limited liability company except
the surviving company ceases; - }
{ - (2) The title to all real estate and other property owned
by each limited liability company party to the merger is vested
in the surviving limited liability company without reversion or
impairment; - }
{ - (3) The surviving limited liability company has all
liabilities of each limited liability company party to the
merger; - }
{ - (4) A proceeding pending against any limited liability
company party to the merger may be continued as if the merger did
not occur or the surviving limited liability company may be
substituted in the proceeding for the limited liability company
whose existence ceased; - }
{ - (5) The articles of organization of the surviving limited
liability company are amended to the extent provided in the plan
of merger; and - }
{ - (6) The membership interests of each limited liability
company party to the merger that are to be converted into
membership interests or obligations of the surviving or any other
limited liability company or into cash or other property are
converted and the former holders of the membership interests are
entitled only to the rights provided in the articles of
merger. - }
{ + (1) When a merger involving a limited liability company
takes effect:
(a) Every other business entity that is a party to the merger
merges into the surviving business entity, and the separate
existence of every other party ceases;
(b) Title to all real estate and other property owned by each
of the business entities that were parties to the merger is
vested in the surviving business entity without reversion or
impairment;
(c) All obligations of each of the business entities that were
parties to the merger, including, without limitation,
contractual, tort, statutory and administrative obligations, are
obligations of the surviving business entity;
(d) An action or proceeding pending against each of the
business entities or its owners that were parties to the merger
may be continued as if the merger had not occurred, or the
surviving business entity may be substituted as a party to the
action or proceeding;
(e) If a limited liability company is the surviving business
entity, its articles of organization are amended to the extent
provided in the plan of merger;
(f) The ownership interests of each owner that are to be
converted into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property, are converted as provided in the plan of
merger;
(g) Liability of an owner for obligations of a business entity
that is a party to the merger shall be determined:
(A) As to liabilities incurred by the business entity prior to
merger, according to the laws applicable prior to merger; and
(B) As to liabilities incurred by the business entity after
merger, according to the laws applicable after merger, except as
provided in paragraph (h) of this subsection;
(h) If prior to merger an owner of a business entity was a
partner of a partnership or general partner of a limited
partnership and was personally liable for the business entity's
liabilities, and after merger is an owner normally protected from
personal liability, then such owner shall continue to be
personally liable for the business entity's liabilities incurred
during the 12 months following merger, if the other party or
parties to the transaction reasonably believed that the owner
would be personally liable and had not received notice of the
merger; and
(i) The registration of an assumed business name of a business
entity under ORS chapter 648 shall not be affected by the merger.
(2) Owners of the business entities that are parties to the
merger are entitled to:
(a) In the case of members of limited liability companies, only
the rights provided in the articles of merger; and
(b) In the case of owners of business entities other than
limited liability companies, the rights provided in the statutes
applicable to the business entity prior to merger, including,
without limitation, any rights to dissent, to dissociate, to
withdraw, to recover for breach of any duty or obligation owed by
the other owners, and to obtain an appraisal or payment for the
value of an owner's interest. + }
{ +
PARTNERSHIPS AND LIMITED LIABILITY PARTNERSHIPS + }
{ +
(ORS Chapter 67) + }
SECTION 40. ORS 67.340 is amended to read:
67.340. As used in ORS 67.340 to 67.370:
{ + (1) 'Business entity' means:
(a) A professional corporation organized under ORS chapter 58,
predecessor law or comparable law of another jurisdiction;
(b) A corporation organized under ORS chapter 60, predecessor
law or comparable law of another jurisdiction;
(c) A cooperative organized under ORS chapter 62, predecessor
law or comparable law of another jurisdiction;
(d) A limited liability company organized under ORS chapter 63
or comparable law of another jurisdiction;
(e) A partnership organized in Oregon after January 1, 1998, or
that is registered as a limited liability partnership, or that
has elected to be governed by this chapter, and a partnership
governed by law of another jurisdiction that expressly provides
for conversions and mergers; and
(f) A limited partnership organized under ORS chapter 70,
predecessor law or comparable law of another jurisdiction. + }
{ - (1) - } { + (2) + } 'General partner' means a partner
in a partnership and a general partner in a limited partnership.
{ - (2) - } { + (3) + } 'Limited partner' means a limited
partner in a limited partnership.
{ - (3) - } { + (4) + } 'Limited partnership' means a
limited partnership created under ORS chapter 70, predecessor law
or comparable law of another jurisdiction.
{ + (5) 'Organizational document' means the following for an
Oregon business entity or, for a foreign business entity, a
document equivalent to the following:
(a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
(b) In the case of a limited liability company, articles of
organization;
(c) In the case of a partnership, a partnership agreement and,
for a limited liability partnership, its registration; and
(d) In the case of a limited partnership, a certificate of
limited partnership.
(6) 'Owner' means a:
(a) Shareholder of a corporation or of a professional
corporation;
(b) Member or shareholder of a cooperative;
(c) Member of a limited liability company;
(d) Partner of a partnership; and
(e) Partner of a limited partnership. + }
{ - (4) - } { + (7) + } 'Partner' includes both a general
partner and a limited partner.
SECTION 41. { + Sections 42 to 45, 47 and 48 of this 1999 Act
are added to and made a part of ORS 67.340 to 67.370. + }
SECTION 42. { + Conversion. (1) A business entity other than a
partnership may be converted to a partnership, and a partnership
may be converted to another business entity, pursuant to this
section, by adopting a plan of conversion, if conversion is
permitted by the statutes governing the other business entity.
(2) The plan of conversion shall set forth:
(a) The name and type of the business entity prior to
conversion;
(b) The name and type of the business entity after conversion;
(c) The terms and conditions of the conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) If the business entity after conversion is not a
partnership, any additional information required in the
organizational document of the converted business entity by the
statutes governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion. + }
SECTION 43. { + Action on plan of conversion. (1) A plan of
conversion shall be approved by each business entity that is a
party to the conversion, as follows:
(a) In the case of a partnership, by all of the partners,
unless a lesser vote is provided in the partnership agreement;
and
(b) In the case of a business entity other than a partnership,
as provided by the statutes governing that business entity.
(2) After a conversion is approved, and at any time before
articles of conversion are filed, the planned conversion may be
abandoned, subject to any contractual rights:
(a) By a partnership that planned to convert to another
business entity, in accordance with the procedure set forth in
the plan of conversion or, if none is set forth, by a vote of the
partners; and
(b) By a business entity other than a partnership that planned
to convert to a partnership, in accordance with the procedure set
forth in the plan of conversion or, if none is set forth, in the
manner permitted by the statutes governing that business
entity. + }
SECTION 44. { + Articles of conversion. (1) After conversion
is approved by the owners, the business entity shall file
articles of conversion, which shall state the name and type of
business entity prior to conversion, the name and type of
business entity after conversion and the names and addresses of
at least two partners, and shall include the plan of conversion.
(2) The conversion takes effect at the later of the date and
time determined pursuant to ORS 67.530 or the date and time
determined pursuant to the statutes governing the business entity
that is not a partnership. + }
SECTION 45. { + Effect of conversion; entity existence
continues. (1) When a conversion to or from a partnership
pursuant to section 42 of this 1999 Act takes effect:
(a) The business entity continues its existence despite the
conversion;
(b) Title to all real estate and other property owned by the
converting business entity is vested in the converted business
entity without reversion or impairment;
(c) All obligations of the converting business entity,
including, without limitation, contractual, tort, statutory and
administrative obligations, are obligations of the converted
business entity;
(d) An action or proceeding pending against the converting
business entity or its owners may be continued as if the
conversion had not occurred, or the converted business entity may
be substituted as a party to the action or proceeding;
(e) The ownership interests of each owner that are to be
converted into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property, are converted as provided in the plan of
conversion;
(f) Liability of an owner for obligations of the business
entity, including, without limitation, contractual, tort,
statutory and administrative obligations, shall be determined:
(A) As to obligations incurred prior to conversion, according
to the laws applicable prior to conversion, except as provided in
paragraph (g) of this subsection; and
(B) As to obligations incurred after conversion, according to
the laws applicable after conversion, except as provided in
paragraph (h) of this subsection;
(g) If the converting business entity is a partnership other
than a limited liability partnership and its obligations incurred
before the conversion are not satisfied by the converted business
entity, the persons who were partners of the converting business
entity immediately before the effective date of the conversion
shall contribute the amount necessary to satisfy the converting
business entity's obligations in the manner provided in ORS
67.315 as if the converting business entity were dissolved;
(h) If prior to conversion an owner of a business entity was a
partner of a partnership or general partner of a limited
partnership or a foreign limited partnership, and was personally
liable for the business entity's obligations, and after
conversion is an owner normally protected from personal
liability, then such owner shall continue to be personally liable
for the business entity's obligations incurred during the 12
months following conversion, if the other party or parties to the
transaction reasonably believed that the owner would be
personally liable and had not received notice of the conversion;
and
(i) The registration of an assumed business name of a business
entity under ORS chapter 648 shall continue as the assumed
business name of the converted business entity.
(2) Owners of the business entity that converted are entitled
to the rights provided in the plan of conversion and:
(a) Any partner who did not vote in favor of the conversion is
deemed to have dissociated from the partnership effective
immediately before the conversion unless, within 60 days after
the later of the effective date of the conversion or the date the
partner receives notice of the conversion, the partner notifies
the partnership of the partner's desire not to dissociate. A
dissociation under this paragraph is not a wrongful withdrawal;
and
(b) In the case of owners of business entities other than
partnerships, the rights provided in the statutes applicable to
the business entity prior to conversion, including, without
limitation, any rights to dissent, to dissociate, to withdraw, to
recover for breach of any duty or obligation owed by the other
owners, and to obtain an appraisal or payment for the value of an
owner's interest. + }
SECTION 46. ORS 67.360 is amended to read:
67.360. { - (1) Pursuant to a plan of merger approved as
provided in subsection (3) of this section, a partnership may be
merged with one or more partnerships or limited partnerships. - }
{ - (2) The plan of merger may include: - }
{ - (a) The name of each partnership or limited partnership
that is a party to the merger; - }
{ - (b) The name of the surviving entity into which the other
partnerships or limited partnerships will merge; - }
{ - (c) Whether the surviving entity is a partnership or a
limited partnership and the status of each partner; - }
{ - (d) The terms and conditions of the merger; and - }
{ - (e) The manner and basis of converting the interests of
each party to the merger into interests or obligations of the
surviving entity or into money or other property in whole or in
part. - }
{ - (3) The plan of merger must be approved: - }
{ - (a) In the case of a partnership that is a party to the
merger, by all the partners or a number or percentage specified
for merger in the partnership agreement; and - }
{ - (b) In the case of a limited partnership that is a party
to the merger, by the vote required for approval of a merger by
the law of the state or foreign jurisdiction in which the limited
partnership is organized and, in the absence of such a
specifically applicable law, by all the partners, unless a lesser
vote is provided for in the limited partnership agreement. - }
{ - (4) If a limited partnership is a party to a merger and
if a partnership is the surviving entity, a limited partner who
did not vote in favor of the merger is considered to be a partner
who has withdrawn from the limited partnership effective
immediately before the effective date of the merger unless,
within 60 days after the later of the effective date of the
merger or the date the partner receives notice of the merger, the
partner notifies the partnership of the partner's desire not to
withdraw. A withdrawal under this subsection is not a wrongful
withdrawal. - }
{ - (5) After a plan of merger is approved and before the
merger takes effect, the plan may be amended or abandoned as
provided in the plan. - }
{ - (6) The merger takes effect on the later of: - }
{ - (a) The approval of the plan of merger by all parties to
the merger, as provided in subsection (3) of this section; - }
{ - (b) The filing of all documents required by law to be
filed as a condition to the effectiveness of the merger; or - }
{ - (c) Any effective date specified in the plan of
merger. - }
{ + (1) One or more partnerships may merge with one or more
business entities, pursuant to this section, if each business
entity that is a party to the merger approves a plan of merger
and if the merger is permitted by the statutes governing each
business entity. The business entity that survives may be a
partnership or another business entity.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) The terms and conditions of the merger;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) If any party is a business entity other than a partnership,
any additional information required for a merger by the statutes
governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the partnership agreement of a partnership
and, if applicable, its registration as a limited liability
partnership if the partnership is the surviving business entity;
and
(b) Other provisions relating to the merger. + }
SECTION 47. { + Action on plan of merger. (1) A plan of
merger shall be approved by each business entity that is a party
to the merger, as follows:
(a) In the case of a partnership, by unanimous vote of the
partners, or by the number or percentage specified for merger in
its partnership agreement; and
(b) In the case of a business entity other than a partnership,
as provided by the statutes governing that business entity.
(2) After a merger is authorized, and at any time before
articles of merger are filed, the planned merger may be
abandoned, subject to any contractual rights:
(a) By the partnership, without further action by the partners,
in accordance with the procedure set forth in the plan of merger
or the partnership agreement; and
(b) By a party to the merger that is not a partnership, in
accordance with the procedure set forth in the plan of merger or,
if none is set forth, in the manner permitted by the statutes
governing that business entity. + }
SECTION 48. { + Articles of merger. (1) After a plan of
merger is approved by each business entity that is a party to the
merger, the surviving business entity shall deliver to the office
of the Secretary of State, for filing, articles of merger, except
that no filing is required if all of the parties to the merger
are partnerships that have not registered as limited liability
partnerships. The articles of merger shall set forth:
(a) The plan of merger; and
(b) A statement that the plan of merger was duly authorized and
approved by each business entity that is a party to the merger in
accordance with ORS 67.360.
(2) The merger takes effect on the later of the date and time
determined pursuant to ORS 67.530 or the date and time determined
pursuant to the statutes governing any party to the merger that
is a business entity other than a partnership. + }
SECTION 49. ORS 67.365 is amended to read:
67.365. { - (1) When a merger takes effect: - }
{ - (a) The separate existence of every partnership or
limited partnership that is a party to the merger, other than the
surviving entity, ceases; - }
{ - (b) All property owned by each of the merged partnerships
or limited partnerships vests in the surviving entity; - }
{ - (c) All obligations of every partnership or limited
partnership that is a party to the merger become the obligations
of the surviving entity; and - }
{ - (d) An action or proceeding pending against a partnership
or limited partnership that is a party to the merger may be
continued as if the merger had not occurred, or the surviving
entity may be substituted as a party to the action or
proceeding. - }
{ - (2) A partner of the surviving partnership or limited
partnership is liable for: - }
{ - (a) All obligations of a party to the merger for which
the partner was personally liable before the merger; - }
{ - (b) All other obligations of the surviving entity
incurred before the merger by a party to the merger, but those
obligations may be satisfied only out of property of the entity;
and - }
{ - (c) Except as otherwise provided in ORS 67.105, all
obligations of the surviving entity incurred after the merger
takes effect, but those obligations may be satisfied only out of
property of the entity if the partner is a limited partner. - }
{ - (3) If the obligations incurred before the merger by a
party to the merger are not satisfied out of the property of the
surviving partnership or limited partnership, the general
partners of that party immediately before the effective date of
the merger shall contribute the amount necessary to satisfy that
party's obligations to the surviving entity in the manner
provided in ORS 67.315 or in the limited partnership statute of
the jurisdiction in which the party was formed, as the case may
be, as if the merged party were dissolved. - }
{ - (4) A partner of a party to a merger who does not become
a partner of the surviving partnership or limited partnership is
dissociated from the entity of which that partner was a partner
as of the date the merger takes effect. The surviving entity
shall cause the partner's interest in the entity to be purchased
under ORS 67.250 or another statute specifically applicable to
that partner's interest with respect to a merger. The surviving
entity is bound under ORS 67.255 by an act of a general partner
dissociated under this subsection, and the partner is liable
under ORS 67.260 for transactions entered into by the surviving
entity after the merger takes effect. - }
{ - (5) When a limited liability partnership is a party to
the merger, then: - }
{ - (a) If a limited partnership is the surviving entity, the
registration of the limited liability partnership will be deemed
to be canceled as of the date the merger takes effect and the
limited liability partnership shall file a cancellation notice in
accordance with ORS 67.595 within 30 days after the date the
merger takes effect; and - }
{ - (b) If the limited liability partnership or another
partnership is the surviving entity, the registration of the
limited liability partnership will continue as of the date the
merger takes effect and, within 30 days after the date the merger
takes effect, the limited liability partnership shall amend the
registration in accordance with ORS 67.610 (4) if such amendment
is necessary to reflect the name of the surviving entity. - }
{ - (6) After the merger is approved by the partners, a
limited partnership that is a party to a merger and is not the
surviving entity shall cancel its certificate of limited
partnership. The certificate of cancellation shall state that the
limited partnership has been merged with a partnership or limited
partnership and shall state the name of the surviving entity. - }
{ + (1) When a merger involving a partnership takes effect:
(a) Every other business entity that is a party to the merger
merges into the surviving business entity, and the separate
existence of every other party ceases;
(b) The title to all real estate and other property owned by
each of the business entities that were parties to the merger is
vested in the surviving business entity without reversion or
impairment;
(c) All obligations of each of the business entities that were
parties to the merger, including, without limitation,
contractual, tort, statutory and administrative obligations, are
obligations of the surviving business entity;
(d) An action or proceeding pending against each of the
business entities or its owners that were parties to the merger
may be continued as if the merger had not occurred, or the
surviving business entity may be substituted as a party to the
action or proceeding;
(e) If a partnership is the surviving business entity, its
partnership agreement is amended to the extent provided in the
plan of merger;
(f) The shares or other ownership interests of each partner or
other owner that are to be converted into shares or other
ownership interests or obligations of the surviving business
entity or any other business entity, or into cash or other
property, are converted as provided in the plan of merger;
(g) Liability of an owner for obligations of a business entity,
including, without limitation, contractual, tort, statutory and
administrative obligations, shall be determined:
(A) As to obligations incurred prior to merger, according to
the laws applicable prior to merger, except as provided in
paragraph (h) of this subsection; and
(B) As to obligations incurred after merger, according to the
laws applicable after merger, except as provided in paragraph (i)
of this subsection;
(h) If a party to the merger is a partnership other than a
limited liability partnership and its obligations incurred before
the merger are not satisfied by the surviving business entity,
the persons who were partners of the merging partnership
immediately before the effective date of the merger shall
contribute the amount necessary to satisfy the merging business
entity's obligation to the surviving business entity in the
manner provided in ORS 67.315 as if the merged party were
dissolved; and
(i) If prior to merger an owner of a business entity was a
partner of a partnership or general partner of a limited
partnership or a foreign limited partnership, and was personally
liable for the business entity's obligations, and after merger is
an owner normally protected from personal liability, then such
owner shall continue to be personally liable for the business
entity's obligations incurred during the 12 months following
merger, if the other party or parties to the transaction
reasonably believed that the owner would be personally liable and
had not received notice of the merger.
(2) Owners of the business entity that merged are entitled to
the rights provided in the plan of merger and:
(a) Any partner who did not vote in favor of the merger is
deemed to have dissociated from the partnership effective
immediately before the merger unless, within 60 days after the
later of the effective date of the merger or the date the partner
receives notice of the merger, the partner notifies the
partnership of the partner's desire not to dissociate. A
dissociation under this paragraph is not a wrongful withdrawal;
and
(b) In the case of owners of business entities other than
partnerships, the rights provided in the statutes applicable to
the business entity prior to merger, including, without
limitation, any rights to dissent, to dissociate, to withdraw, to
recover for breach of any duty or obligation owed by the other
owners, and to obtain an appraisal or payment for the value of an
owner's interest.
(3) The registration of an assumed business name of a business
entity under ORS chapter 648 shall not be affected by the
merger. + }
SECTION 50. ORS 67.525 is amended to read:
67.525. (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.
_______________________________________________________________
Document Fee
____NOTE_TO_GOPHER_CUSTOMERS:__________________________________
THE FOLLOWING TABULAR TEXT MAY BE IRREGULAR.
FOR COMPLETE INFORMATION PLEASE SEE THE PRINTED MEASURE.
_______________________________________________________________
(a) Application for registration
of a limited liability
partnership..........$40
(b) Application for authorization
of a foreign limited liability
partnership..........440
(c) Annual report of a limited
liability partnership$20
(d) Annual report of a foreign
limited liability par220rship
(e) Certificate of existence
or authorization.....$10
(f) Amendment or correction to
application for registration or
application for autho$10ation
(g) Cancellation or withdrawal
notice...............$10
(h) Correction of annual $10ort
(i) Application for reinstatement
of a limited liability
partnership following
administrative revoca$30n
(j) Application for reinstatement
of a foreign limited liability
partnership following
revocation...........$50
{ +
(kArti....................$10 + }
{ +
(LArti....................$10 + }
____________________________________________________________
END OF POSSIBLE IRREGULAR TABULAR TEXT
____________________________________________________________
_________________________________________________________________
(2) The Secretary of State by rule may establish fees in
addition to those provided in subsection (1) of this section for:
(a) Copying any public record maintained by the office of the
Secretary of State and relating to a limited liability
partnership or foreign limited liability partnership and for
certifying the copy.
(b) Certifying to other facts of record pursuant to this
chapter.
SECTION 51. ORS 67.255 is amended to read:
67.255. (1) If a partner dissociates without resulting in a
dissolution and winding up of the partnership business, the
partnership, including a { - surviving partnership - }
{ + converted or surviving business entity + } under ORS 67.340
to 67.370, is bound by an act of the dissociated partner only if:
(a) The act occurs within six months after the date of
dissociation;
(b) The act would have bound the partnership under ORS 67.090
before dissociation;
(c) At the time of entering into the transaction, the other
party reasonably believed that the dissociated partner was then a
partner and did not have notice of the partner's dissociation;
and
(d) At the time of entering into the transaction, the
dissociation had not been advertised in a newspaper of general
circulation in the place, or in each place if more than one, at
which the partnership business is regularly carried on.
(2) A dissociated partner is liable to the partnership for any
damage caused to the partnership arising from an obligation
incurred by the dissociated partner after dissociation for which
the partnership is liable under subsection (1) of this section.
SECTION 52. ORS 67.260 is amended to read:
67.260. (1) A partner's dissociation does not of itself
discharge the partner's liability for a partnership obligation
incurred before dissociation. A dissociated partner is not liable
for a partnership obligation incurred after dissociation, except
as otherwise provided in subsection (2) of this section.
(2) A partner who dissociates without resulting in a
dissolution and winding up of the partnership business is liable
as a partner to the other party in a transaction entered into by
the partnership, or a { - surviving partnership - }
{ + converted or surviving business entity + } under ORS 67.340
to 67.370, within six months after the partner's dissociation
only if the partner is personally liable for the obligation under
ORS 67.105 and, at the time of entering into the transaction:
(a) The other party reasonably believed that the dissociated
partner was then a partner;
(b) The other party did not have notice of the partner's
dissociation; and
(c) The dissociation had not been advertised in a newspaper of
general circulation in the place, or in each place if more than
one, at which the partnership business is regularly carried on.
(3) By agreement with the partnership creditor and the partners
continuing the business, a dissociated partner may be released
from liability for a partnership obligation.
(4) A dissociated partner is released from liability for a
partnership obligation if a partnership creditor, with notice of
the partner's dissociation but without the partner's consent,
agrees to a material alteration in the nature or time of payment
of a partnership obligation.
{ +
LIMITED PARTNERSHIPS + }
{ +
(ORS Chapter 70) + }
SECTION 53. ORS 70.005 is amended to read:
70.005. As used in this chapter:
(1) 'Certificate of limited partnership' means the certificate
referred to in ORS 70.075, and the certificate as amended { + ,
articles of conversion and articles of merger + }.
(2) 'Contribution' means any cash, property, services rendered,
or a promissory note or other binding obligation to contribute
cash or property or to perform services, that a partner
contributes to a limited partnership in the capacity as a
partner.
(3) 'Event of withdrawal of a general partner' means an event
that causes a person to cease to be a general partner as provided
in ORS 70.180.
(4) 'Foreign limited partnership' means a partnership formed
under the laws of any jurisdiction other than this state and
having as partners one or more general partners and one or more
limited partners.
(5) 'General partner' means a person who has been admitted to a
limited partnership as a general partner in accordance with the
partnership agreement and named in the certificate of limited
partnership as a general partner.
(6) 'Limited partner' means a person who has been admitted to a
limited partnership as a limited partner in accordance with the
partnership agreement.
(7) 'Limited partnership' and 'domestic limited partnership'
mean a partnership formed by two or more persons under the laws
of this state and having one or more general partners and one or
more limited partners.
(8) 'Partner' means a limited or general partner.
(9) 'Partnership agreement' means any valid agreement, written
or oral, of the partners as to the affairs of a limited
partnership and the conduct of its business.
(10) 'Partnership interest' means a partner's share of the
profits and losses of a limited partnership and the right to
receive distributions of partnership assets.
(11) 'Person' means an individual, partnership, limited
partnership (domestic or foreign), trust, estate, association or
corporation.
SECTION 54. ORS 70.065 is amended to read:
70.065. (1) The Secretary of State shall collect the following
fees for documents delivered for filing:
_________________________________________________________________
____NOTE_TO_GOPHER_CUSTOMERS:__________________________________
THE FOLLOWING TABULAR TEXT MAY BE IRREGULAR.
FOR COMPLETE INFORMATION PLEASE SEE THE PRINTED MEASURE.
_______________________________________________________________
Document Fee
____NOTE_TO_GOPHER_CUSTOMERS:__________________________________
THE FOLLOWING TABULAR TEXT MAY BE IRREGULAR.
FOR COMPLETE INFORMATION PLEASE SEE THE PRINTED MEASURE.
_______________________________________________________________
(a)Certificate of limited
partnership $40
(b)Application for reserv$10name
(c)Application for reinstatement
of a domestic limited partnership
following administrative
inactivation $30
(d)Application for reinstatement
of a foreign limited partnership
following administrative
inactivation $50
(e)Registration of foreign
limited partnership 440
(f)Annual report of a domestic
limited partnership $20
(g)Annual report of a foreign
limited partnership 220
(h)Certificate of existence or
authorization $10
(i)Amendment or correction of
filing $10
(j)Restated certificate of limited
partnership $10
(k)Voluntary cancellation
and withdrawals $10
(L)Change of registered agent
or office $10
(m)Registered agent resig$10ions
{ +
(nArt$cles of conversion 10
(o)Articles of merger 10 + }
_________________________________________________________________
____________________________________________________________
END OF POSSIBLE IRREGULAR TABULAR TEXT
____________________________________________________________
(2) The Secretary of State shall collect a fee of $20 each time
process is served on the Secretary of State under this chapter.
(3) The Secretary of State by rule may establish fees, in
addition to those provided for in subsections (1) and (2) of this
section, for:
(a) Copying any public record maintained by the Office of
Secretary of State relating to a domestic or foreign limited
partnership, and for certifying the copy.
(b) Certifying to facts of record, pursuant to this chapter.
SECTION 55. { + Sections 56 to 64 of this 1999 Act are added
to and made a part of ORS chapter 70. + }
SECTION 56. { + Definitions. As used in sections 56 to 64 of
this 1999 Act:
(1) 'Business entity' means:
(a) A professional corporation organized under ORS chapter 58,
predecessor law or comparable law of another jurisdiction;
(b) A corporation organized under ORS chapter 60, predecessor
law or comparable law of another jurisdiction;
(c) A cooperative organized under ORS chapter 62, predecessor
law or comparable law of another jurisdiction;
(d) A limited liability company organized under ORS chapter 63
or comparable law of another jurisdiction;
(e) A partnership organized in Oregon after January 1, 1998, or
that is registered as a limited liability partnership, or that
has elected to be governed by ORS chapter 67, and a partnership
governed by law of another jurisdiction that expressly provides
for conversions and mergers; and
(f) A limited partnership organized under this chapter,
predecessor law or comparable law of another jurisdiction.
(2) 'Organizational document' means the following for an Oregon
business entity or, for a foreign business entity, a document
equivalent to the following:
(a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;
(b) In the case of a limited liability company, articles of
organization;
(c) In the case of a partnership, a partnership agreement and,
for a limited liability partnership, its registration; and
(d) In the case of a limited partnership, a certificate of
limited partnership.
(3) 'Owner' means a:
(a) Shareholder of a corporation or of a professional
corporation;
(b) Member or shareholder of a cooperative;
(c) Member of a limited liability company;
(d) Partner of a partnership; and
(e) General partner or limited partner of a limited
partnership. + }
SECTION 57. { + Conversion. (1) A business entity that is not
a limited partnership may convert to a limited partnership, and a
limited partnership may convert to another business entity,
pursuant to this section, by adopting a plan of conversion, if
conversion is permitted by the statutes governing the other
business entity.
(2) A plan of conversion shall set forth:
(a) The name and type of business entity prior to conversion;
(b) The name and type of the business entity after conversion;
(c) The terms and conditions of the conversion;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property in whole or in part; and
(e) Any additional information required in the organizational
document of the converted business entity by the statutes
governing that type of business entity.
(3) The plan of conversion may set forth other provisions
relating to the conversion. + }
SECTION 58. { + Action on plan of conversion. (1) A plan of
conversion shall be approved as follows:
(a) In the case of a limited partnership, by all the partners,
unless a lesser vote is provided for in the certificate of
limited partnership or, in the case of a foreign limited
partnership, by the law of the jurisdiction in which the limited
partnership is organized.
(b) In the case of a business entity other than a limited
partnership, as provided by the statutes governing that business
entity.
(2) After a plan of conversion is approved, and at any time
before articles of conversion are filed, the planned conversion
may be abandoned, subject to any contractual rights:
(a) By a limited partnership, without further action by the
limited partners, in accordance with the procedure set forth in
the plan of conversion or, if none is set forth, in the manner
determined by the general partners.
(b) By a party to the conversion that is not a limited
partnership, in accordance with the procedure set forth in the
plan of conversion or, if none is set forth, in the manner
permitted by the statutes governing that business entity. + }
SECTION 59. { + Articles of conversion. (1) After conversion
is approved by the owners, the business entity shall file
articles of conversion, which shall state the name and type of
business entity prior to conversion and the name and type of
business entity after conversion, and shall include the plan of
conversion.
(2) The conversion takes effect on the latest of:
(a) The filing of the articles of conversion;
(b) If the surviving business entity is not a limited
partnership, satisfaction of any additional filing requirements
imposed pursuant to the statutes governing that business entity;
or
(c) On the delayed effective date and time set forth in the
filings. + }
SECTION 60. { + Effect of conversion; entity existence
continues. (1) When a conversion to or from a limited
partnership pursuant to section 57 of this 1999 Act takes effect:
(a) The business entity continues its existence despite the
conversion;
(b) Title to all real estate and other property owned by the
converting business entity is vested in the converted business
entity without reversion or impairment;
(c) All obligations of the converting business entity,
including, without limitation, contractual, tort, statutory and
administrative obligations, are obligations of the converted
business entity;
(d) An action or proceeding pending against the converting
business entity or its owners may be continued as if the
conversion had not occurred, or the converted business entity may
be substituted as a party to the action or proceeding;
(e) The ownership interests of each owner that are to be
converted into ownership interests or obligations of the
converted business entity or any other business entity, or into
cash or other property, are converted as provided in the plan of
conversion;
(f) Liability of an owner for obligations of the business
entity, including, without limitation, contractual, tort,
statutory and administrative obligations, shall be determined:
(A) As to obligations incurred prior to conversion, according
to the laws applicable prior to conversion, except as provided in
paragraph (g) of this subsection; and
(B) As to obligations incurred after conversion, according to
the laws applicable after conversion, except as provided in
paragraph (h) of this subsection;
(g) If the converting business entity is a limited partnership
or a foreign limited partnership and its obligations incurred
before the conversion are not satisfied by the converted business
entity, the persons who were general partners of the converting
business entity immediately before the effective date of the
conversion shall contribute the amount necessary to satisfy the
converting business entity's obligations in the manner provided
in ORS 67.315, or in the limited partnership statutes of the
jurisdiction in which the entity was formed, as if the converting
business entity were dissolved; and
(h) If prior to conversion an owner of a business entity was a
partner of a partnership or general partner of a limited
partnership or foreign limited partnership, and was personally
liable for the business entity's obligations, and after
conversion is an owner normally protected from personal
liability, then such owner shall continue to be personally liable
for the business entity's obligations incurred during the 12
months following conversion, if the other party or parties to the
transaction reasonably believed that the owner would be
personally liable and had not received notice of the conversion.
(2) Owners of the business entity that converted are entitled
to the rights provided in the plan of conversion and:
(a) In the case of a limited partnership, a limited partner who
did not vote in favor of the conversion is considered to be a
partner who has withdrawn from the limited partnership effective
immediately upon the effective date of the conversion unless,
within 60 days after the later of the effective date of the
conversion or the date the partner receives notice of the
conversion, the partner notifies the partnership of the partner's
desire not to withdraw. A withdrawal under this paragraph is not
a wrongful withdrawal; and
(b) In the case of owners of business entities other than
limited partnerships, the rights provided in the statutes
applicable to the business entity prior to conversion, including,
without limitation, any rights to dissent, to dissociate, to
withdraw, to recover for breach of any duty or obligation owed by
the other owners, and to obtain an appraisal or payment for the
value of an owner's interest.
(3) The registration of an assumed business name of a business
entity under ORS chapter 648 shall not be affected by the
conversion. + }
SECTION 61. { + Merger. (1) A limited partnership may merge
with one or more business entities, pursuant to this section, if
each business entity that is a party to the merger approves a
plan of merger and if the merger is permitted by the statutes
governing each business entity. The business entity that survives
may be a limited partnership or another business entity.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to
merge;
(b) The name and type of the business entity that will survive;
(c) The terms and conditions of the merger;
(d) The manner and basis of converting the ownership interests
of each owner into ownership interests or obligations of the
surviving business entity or any other business entity, or into
cash or other property in whole or in part, and the status of
each owner; and
(e) If any party is a business entity other than a limited
partnership, any additional information required for a merger by
the statutes governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the certificate of limited partnership, if a
limited partnership is the surviving business entity; and
(b) Other provisions relating to the merger. + }
SECTION 62. { + Action on plan of merger. (1) A plan of
merger shall be approved by each business entity that is a party
to the merger, as follows:
(a) In the case of a limited partnership, by all the partners,
unless a lesser vote is provided for in the certificate of
limited partnership or, in the case of a foreign limited
partnership, by the law of the jurisdiction in which the limited
partnership is formed.
(b) In the case of a business entity other than a limited
partnership, as provided by the statutes governing that business
entity.
(2) After a merger is authorized, and at any time before
articles of merger are filed, the planned merger may be
abandoned, subject to any contractual rights:
(a) By the limited partnership, without further action by the
limited partners, in accordance with the procedure set forth in
the plan of merger or, if none is set forth, in the manner
determined by the general partners.
(b) By a party to the merger that is not a limited partnership,
in accordance with the procedure set forth in the plan of merger
or, if none is set forth, in the manner permitted by the statutes
governing that business entity. + }
SECTION 63. { + Articles of merger. (1) After a plan of
merger is approved by each business entity that is a party to the
merger, the surviving business entity shall deliver to the office
of the Secretary of State, for filing, articles of merger setting
forth:
(a) The plan of merger; and
(b) A statement that the plan of merger was duly authorized and
approved by any party that was a limited partnership in
accordance with section 61 of this 1999 Act, and by any party
that was another business entity in accordance with the statutes
governing that business entity.
(2) The merger takes effect on the latest of:
(a) The filing of the articles of merger;
(b) The filing of all documents required to be filed by the
statute governing any party to the merger that is a business
entity other than a limited partnership; or
(c) Any later effective date specified in the articles of
merger. + }
SECTION 64. { + Effect of merger. (1) When a merger involving
a limited partnership takes effect:
(a) Every other business entity that is a party to the merger
merges into the surviving business entity, and the separate
existence of every other party ceases;
(b) The title to all real estate and other property owned by
each of the business entities that were parties to the merger is
vested in the surviving business entity without reversion or
impairment;
(c) All obligations of each of the business entities that were
parties to the merger, including, without limitation,
contractual, tort, statutory and administrative obligations, are
obligations of the surviving business entity;
(d) An action or proceeding pending against each of the
business entities or its owners that were parties to the merger
may be continued as if the merger had not occurred, or the
surviving business entity may be substituted as a party to the
action or proceeding;
(e) If a limited partnership is the surviving business entity,
its certificate of limited partnership is amended to the extent
provided in the plan of merger;
(f) The shares or other ownership interests of each partner or
other owner that are to be converted into shares or other
ownership interests or obligations of the surviving business
entity or any other business entity, or into cash or other
property, are converted as provided in the plan of merger;
(g) Liability of an owner for obligations of a business entity,
including, without limitation, contractual, tort, statutory and
administrative obligations, shall be determined:
(A) As to obligations incurred prior to merger, according to
the laws applicable prior to merger, except as provided in
paragraph (h) of this subsection; and
(B) As to obligations incurred after merger, according to the
laws applicable after merger, except as provided in paragraph (i)
of this subsection;
(h) If a party to the merger is a limited partnership or a
foreign limited partnership, and its obligations incurred before
the merger are not satisfied by the surviving business entity,
the persons who were general partners of the merging business
entity immediately before the effective date of the merger shall
contribute the amount necessary to satisfy the merging business
entity's obligation to the surviving business entity in the
manner provided in ORS 67.315, or in the limited partnership
statutes of the jurisdiction in which the entity was formed, as
if the merged party were dissolved;
(i) If prior to merger an owner of a business entity was a
general partner of a limited partnership or a foreign limited
partnership, and after merger is an owner normally protected from
personal liability, then such owner shall continue to be
personally liable for the business entity's obligations incurred
during the 12 months following merger, if the other party or
parties to the transaction reasonably believed that the owner
would be personally liable and had not received notice of the
merger; and
(j) The registration of an assumed business name of a business
entity under ORS chapter 648 shall continue as the assumed
business name of the surviving business entity.
(2) Owners of the business entity that merged are entitled to
the rights provided in the plan of merger and:
(a) Any limited partner who did not vote in favor of the merger
is deemed to have withdrawn from the limited partnership
effective immediately before the merger unless, within 60 days
after the later of the effective date of the merger or the date
the partner receives notice of the merger, the partner notifies
the limited partnership of the partner's desire not to withdraw.
A withdrawal under this paragraph is not a wrongful withdrawal;
and
(b) In the case of owners of business entities other than
limited partnerships, the rights provided in the statutes
applicable to the business entity prior to merger, including,
without limitation, any rights to dissent, to dissociate, to
withdraw, to recover for breach of any duty or obligation owed by
the other owners, and to obtain an appraisal or payment for the
value of an owner's interest. + }
{ +
MISCELLANEOUS + }
SECTION 65. { + ORS 58.125, 62.610, 62.625, 62.635, 63.501,
67.345, 67.350, 67.355 and 67.370 are repealed. + }
SECTION 66. { + This 1999 Act takes effect January 1,
2000. + }
SECTION 67. { + The unit and section captions used in this
1999 Act are provided only for the convenience of the reader and
do not become part of the statutory law of this state or express
any legislative intent in the enactment of this 1999 Act. + }
----------