Oregon Statutes 67.342 – Conversion
(1)(a) A business entity may be converted to a partnership organized under this chapter.
Terms Used In Oregon Statutes 67.342
- Business: includes every trade, occupation, profession and commercial activity. See Oregon Statutes 67.005
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Partnership: means an association of two or more persons to carry on as co-owners a business for profit created under ORS § 67. See Oregon Statutes 67.005
- Property: means all property, real, personal or mixed, tangible or intangible, or any interest therein. See Oregon Statutes 67.005
- State: means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico or any territory or insular possession subject to the jurisdiction of the United States. See Oregon Statutes 67.005
(b) A partnership organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion.
(c) A business entity may perform a conversion described in paragraph (a) or (b) of this subsection by approving a plan of conversion and filing articles of conversion.
(2) A partnership organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if:
(a) The laws of the other jurisdiction permit the conversion;
(b) The converting partnership approves a plan of conversion;
(c) Articles of conversion are filed in this state;
(d)(A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the business entity converted unless the converted business entity does not intend to continue to transact business in this state; and
(B) The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and
(e) The partnership complies with any requirements that the laws of the other jurisdiction impose with respect to the conversion.
(3) The plan of conversion must 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) A summary of the material 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 that the statutes that govern converted business entities of the type into which the business entity converted require in the organizational document of the converted business entity.
(4) The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 § 42; 2001 c.315 § 18; 2003 c.80 § 22; 2011 c.147 § 17]