As used in ORS 70.500 to 70.540: (1) “Business entity” means: (a) 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 limited liability […]
(1)(a) A business entity may be converted to a limited partnership organized under this chapter. (b) A limited 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 […]
(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 […]
(1) After the owners approve a conversion, the converting business entity shall: (a) File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and (b) File a plan of conversion or, in lieu of a […]
(1) When a conversion to or from a limited partnership pursuant to ORS 70.505 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 […]
(1) One or more business entities may merge into a limited partnership organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles […]
(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, […]
(1) After each business entity that is a party to a merger has approved a plan of merger, the surviving business entity shall deliver to the Office of Secretary of State for filing: (a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name […]
(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 […]
