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Oregon · Through 2025 Edition

ORS 67.290: Events causing dissolution and winding up of partnership business.

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Where this section sits in the code
  1. 02 - Business Organizations, Commercial Code
  2. 7. Corporations and Partnerships
  3. Chapter 67 — Partnerships; Limited Liability Partnerships

A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:

      (1) In a partnership at will, the express will of a majority of the partners, excluding any dissociated partner;

      (2) In a partnership for a definite term or particular undertaking:

      (a) The express will of all the partners, excluding any dissociated partner, to wind up the partnership business; or

      (b) The expiration of the term or the completion of the undertaking;

      (3) An event agreed to in the partnership agreement resulting in the winding up of the partnership business;

      (4) An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section;

      (5) On application by a partner, a judicial determination that:

      (a) The economic purpose of the partnership is likely to be unreasonably frustrated;

      (b) Another partner has engaged in conduct relating to the partnership business that makes it not reasonably practicable to carry on the business in partnership with that partner;

      (c) It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or

      (d) Other circumstances render a dissolution of the partnership and a winding up of its business equitable;

      (6) On application by a transferee of a partner’s transferable interest, a judicial determination that it is equitable to wind up the partnership business:

      (a) After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or

      (b) At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer; or

      (7) There are no longer two or more partners carrying on as co-owners the business of the partnership for profit.

Collected 2026-09-03T23:50:10Z. Source file · JSON

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