Chapter 63 - Limited Liability Companies
- 63.001 Definitions.
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...
- 63.002 Inclusion of limited liability companies and managers and members of limited liability companies in definitions.
Unless the context otherwise requires, throughout Oregon Revised Statutes: (1) Wherever the term “person” is defined to include both a corporation and a partnership, the...
- 63.004 Filing requirements.
(1) A document must satisfy the requirements of this section, as modified by any other provision of this chapter, to be entitled to filing by...
- 63.007 Filing, service, copying and certification fees.
The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served...
- 63.010 [Repealed by 1959 c.580 §104]
- 63.011 Effective time and date of document.
(1) Except as provided in subsection (2) of this section and ORS 63.014 (3), a document accepted for filing is effective on the date it...
- 63.014 Correcting filed document.
(1) A domestic or foreign limited liability company may correct a document filed by the Secretary of State, other than an annual report, if the...
- 63.016 Forms; rules.
Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may...
- 63.017 Filing duty of Secretary of State.
(1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 63.004, the Secretary of State...
- 63.020 [Repealed by 1959 c.580 §104]
- 63.021 Appeal from Secretary of State’s refusal to file document.
If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign limited liability company, in addition...
- 63.024 Evidentiary effect of copy of filed document.
(1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be...
- 63.027 Certificate of existence or authorization.
(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic limited liability company or a certificate of...
- 63.030 [Repealed by 1959 c.580 §104]
- 63.031 Powers.
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1993 c.173 §12]
- 63.034 Knowledge and notice.
(1) A person knows a fact if the person has actual knowledge of it. (2) A person has notice of a fact if the person:...
- 63.040 [Repealed by 1959 c.580 §104]
- 63.044 Formation.
One or more individuals 18 years of age or older or other entities may form a limited liability company by executing and delivering articles of...
- 63.047 Articles of organization.
(1) The articles of organization shall set forth: (a) The name of the limited liability company which satisfies the requirements of ORS 63.094; (b) The...
- 63.050 [Repealed by 1959 c.580 §104]
- 63.051 Organization.
(1) Unless a delayed effective date is specified in the articles of organization, the limited liability company’s existence begins when the articles of organization are...
- 63.054 Liability for preorganization transactions.
All persons purporting to act as or on behalf of a limited liability company, knowing the limited liability company was not then in existence, are...
- 63.057 Operating agreements.
The operating agreement, if any, may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent...
- 63.060 [Repealed by 1959 c.580 §104]
- 63.070 [Repealed by 1959 c.580 §104]
- 63.074 Purposes.
(1) Except as otherwise provided by the laws of this state and in this section, a limited liability company formed under this chapter may conduct...
- 63.077 General powers.
(1) Unless its articles of organization provide otherwise, the duration of a limited liability company shall be perpetual. (2) Unless its articles of organization provide...
- 63.094 Limited liability company name.
(1) The name of the limited liability company shall contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC.” (2) A limited liability...
- 63.097 Reserved name.
(1) A person may apply to the office to reserve a limited liability company name. The application must set forth the name and address of...
- 63.101 Registered name.
(1) A foreign limited liability company may apply to the office to register its name. (2) The application must set forth the limited liability company...
- 63.110 [Repealed by 1959 c.580 §104]
- 63.111 Registered office and registered agent.
(1) Each limited liability company shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the...
- 63.114 Change of registered office or registered agent.
(1) A limited liability company may change its registered office or registered agent by delivering to the office of the Secretary of State for filing...
- 63.117 Resignation of registered agent.
(1) A registered agent may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy...
- 63.121 Service on limited liability company.
(1) The registered agent appointed by a limited liability company shall be an agent of the limited liability company upon whom any process, notice or...
- 63.130 Rights of members and managers; matters requiring consent of all or majority of members.
(1) In a member-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement: (a) Each member has equal rights...
- 63.135 [1993 c.173 §29; repealed by 1999 c.86 §23]
- 63.140 Agency power of managers and members; interest in real property.
(1) Subject to subsections (2) and (3) of this section: (a) Each member is an agent of the limited liability company for the purpose of...
- 63.145 [1993 c.173 §31; repealed by 1999 c.86 §23]
- 63.150 [1993 c.173 §32; 1995 c.93 §6; repealed by 1999 c.86 §23]
- 63.155 Duties and standard of conduct.
(1) The only fiduciary duties a member owes to a member-managed limited liability company and its other members are the duty of loyalty and the...
- 63.160 Limitation of liability and indemnification.
The articles of organization or any operating agreement may provide for indemnification of any person for acts or omissions as a member, manager, employee or...
- 63.165 Liability of members and managers.
(1) The debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities...
- 63.170 Liability of limited liability company for acts, omissions or conduct of member or manager.
A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful...
- 63.175 Contributions.
The contributions of a member to the limited liability company may consist of cash, property, services rendered, a promissory note or other obligation to contribute...
- 63.180 Liability for contributions.
(1) A promise by a member to contribute to the limited liability company is not enforceable unless it is set out in writing and signed...
- 63.185 Allocation of profits and losses.
(1) The profits and losses of a limited liability company shall be allocated among the members, and among classes of members, in the manner provided...
- 63.195 Allocation of interim distributions.
Distributions of cash or other assets of a limited liability company before the dissolution and winding up of the limited liability company shall be allocated...
- 63.200 Right to interim distributions.
Except as provided in ORS 63.205 to 63.235, a member is entitled to receive distributions from a limited liability company before the member’s withdrawal from...
- 63.205 Voluntary withdrawal of member.
(1) A member may voluntarily withdraw from a limited liability company: (a) At the time or upon the occurrence of events specified in the articles...
- 63.209 Expulsion of member.
(1) A member may be expelled from a limited liability company: (a) In accordance with a written provision in the articles of organization or any...
- 63.210 [1959 c.660 §1; repealed by 1981 c.68 §1]
- 63.215 [1993 c.173 §43; 1995 c.93 §11; repealed by 1997 c.646 §18]
- 63.219 Distribution in kind.
Except as provided in the articles of organization or any operating agreement: (1) No member, regardless of the nature of the member’s contribution, has any...
- 63.220 [1959 c.660 §2; repealed by 1981 c.68 §1]
- 63.225 Right to distribution.
When a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor...
- 63.229 Limitations on distribution.
(1) A distribution may be made by a limited liability company to any member only if, after giving effect to the distribution, in the judgment...
- 63.230 [1959 c.660 §3; repealed by 1981 c.68 §1]
- 63.235 Liability for wrongful distribution.
(1) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a...
- 63.239 Nature of membership interest.
A membership interest is personal property. A member is not a coowner of and has no interest in specific limited liability company property. [1993 c.173
- 63.240 [1959 c.660 §4; repealed by 1981 c.68 §1]
- 63.245 Admission of members.
(1) A person becomes a member of a limited liability company on the later of: (a) The date the initial articles of organization are filed;...
- 63.249 Assignment of membership interest; effect of assignment.
Except as provided in the articles of organization or any operating agreement: (1) A membership interest is assignable in whole or in part. (2) An...
- 63.250 [1959 c.660 §5; repealed by 1981 c.68 §1]
- 63.255 Rights of assignee who becomes member.
(1) An assignee who becomes a member as to the assigned interest has the rights and powers, and is subject to the restrictions and liabilities,...
- 63.259 Rights of judgment creditor against member.
On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member...
- 63.260 [1959 c.660 §6; repealed by 1981 c.68 §1]
- 63.265 Cessation of membership.
Except as otherwise provided in the articles of organization or any operating agreement: (1) A member shall cease to be a member in a limited...
- 63.270 [1959 c.660 §8; repealed by 1981 c.68 §1]
- 63.280 [1959 c.660 §7; 1967 c.359 §675; repealed by 1981 c.68 §1]
- 63.290 [1959 c.660 §9; repealed by 1981 c.68 §1]
- 63.300 [1959 c.660 §10; repealed by 1981 c.68 §1]
- 63.310 [1959 c.660 §11; repealed by 1981 c.68 §1]
- 63.320 [1959 c.660 §12; repealed by 1981 c.68 §1]
- 63.330 [1959 c.660 §13; repealed by 1981 c.68 §1]
- 63.340 [1959 c.660 §15; repealed by 1981 c.68 §1]
- 63.350 [1959 c.660 §16; repealed by 1981 c.68 §1]
- 63.431 Operating agreement.
(1) An operating agreement of a limited liability company may provide for the regulation and management of the affairs of the limited liability company in...
- 63.434 Amendment to articles of organization.
(1) Consistent with the provisions of this chapter, a limited liability company may amend its articles of organization at any time to add, change or...
- 63.437 Restated articles of organization.
(1) The managers of a manager-managed limited liability company may restate its articles of organization at any time with or without member action. (2) The...
- 63.441 Amendment by managers.
Except as provided in the articles of organization, the manager or managers of a manager-managed limited liability company may adopt without member action one or...
- 63.444 Amendment by members.
Except as otherwise provided in ORS 63.441 or in the articles of organization or any operating agreement, all amendments to the articles of organization or...
- 63.467 Definitions for ORS 63.467 to 63.497.
As used in ORS 63.467 to 63.497: (1) “Business entity” means: (a) Any of the following for-profit entities: (A) A professional corporation organized under ORS...
- 63.470 Conversion.
(1) A business entity other than a limited liability company may be converted to a limited liability company organized under this chapter, and a limited...
- 63.473 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...
- 63.476 Articles of conversion.
(1) After conversion is approved by the owners, the converting business entity shall file articles of conversion, which shall state the name and type of...
- 63.479 Effect of conversion; entity existence continues; assumed business name.
(1) When a conversion to or from a limited liability company pursuant to ORS 63.470 takes effect: (a) The business entity continues its existence despite...
- 63.481 Merger.
(1) One or more business entities may merge into a limited liability company organized under this chapter if the merger is permitted by the statutes...
- 63.487 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...
- 63.494 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...
- 63.497 Effect 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...
- 63.501 [1993 c.173 §94; repealed by 1999 c.362 §67]
- 63.621 Dissolution.
A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) Upon reaching the...
- 63.625 Distribution of assets upon dissolution.
Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) To the extent permitted by law, to creditors,...
- 63.629 Agency power of members and managers after dissolution.
(1) Except as provided in subsections (2) and (3) of this section, and except as otherwise provided in the articles of organization or any operating...
- 63.631 Articles of dissolution.
At any time following dissolution of the limited liability company, the limited liability company may deliver to the office of the Secretary of State articles...
- 63.637 Effect of dissolution; winding up.
(1) A dissolved limited liability company continues its existence, but may not carry on any business except that which is appropriate to wind up and...
- 63.641 Known claims against dissolved limited liability company.
(1) A dissolved limited liability company may dispose of the known claims against it by the procedure described in this section. (2) The dissolved limited...
- 63.644 Unknown claims against dissolved limited liability company.
(1) A dissolved limited liability company which has filed articles of dissolution in accordance with ORS 63.631 may also publish notice of its dissolution and...
- 63.645 Enforcement of claims against dissolved limited liability company.
A claim against a dissolved limited liability company that is not barred under ORS 63.641 or 63.644 may be enforced: (1) Against the dissolved limited...
- 63.647 Grounds for administrative dissolution.
The Secretary of State may commence a proceeding under ORS 63.651 to administratively dissolve a limited liability company if: (1) The limited liability company does...
- 63.651 Procedure; effect of administrative dissolution.
(1) If the Secretary of State determines that one or more grounds exist under ORS 63.647 for dissolving a limited liability company, the Secretary of...
- 63.654 Reinstatement following administrative dissolution.
(1) A limited liability company administratively dissolved under ORS 63.651 may apply to the Secretary of State for reinstatement within five years from the date...
- 63.657 Appeal from denial of reinstatement.
(1) If the Secretary of State denies a limited liability company’s application for reinstatement following administrative dissolution, the Secretary of State shall give written notice...
- 63.661 Grounds for judicial dissolution.
The circuit courts may dissolve a limited liability company: (1) In a proceeding by the Attorney General if it is established that: (a) The limited...
- 63.664 Procedure for judicial dissolution.
(1) Venue for a proceeding by the Attorney General to dissolve a limited liability company lies in Marion County. Venue for a proceeding brought by...
- 63.671 Judgment of dissolution.
(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 63.661 exist, it may enter a...
- 63.674 Deposit with Department of State Lands.
Assets of a dissolved limited liability company that should be distributed to a creditor, claimant or member of the limited liability company who cannot be...
- 63.701 Authority to transact business required.
(1) A foreign limited liability company may not transact business in this state until it has been authorized to do so by the Secretary of...
- 63.704 Consequences of transacting business without authority.
(1) A foreign limited liability company transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any...
- 63.707 Application for authority to transact business.
(1) A foreign limited liability company may apply for authority to transact business in this state by delivering an application to the office for filing....
- 63.711 Amendment to application for authority.
(1) A foreign limited liability company authorized to transact business in this state shall deliver an amendment to the application for authority to transact business...
- 63.714 Effect of authority.
(1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs...
- 63.717 Name of foreign limited liability company.
(1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign limited liability company to...
- 63.721 Registered office and registered agent of foreign limited liability company.
Each foreign limited liability company authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be,...
- 63.724 Change of registered office or registered agent of foreign limited liability company.
(1) A foreign limited liability company authorized to transact business in this state may change its registered office or registered agent by delivering to the...
- 63.727 Resignation of registered agent of a foreign limited liability company.
(1) The registered agent of a foreign limited liability company may resign as agent upon delivering a signed statement to the office and giving notice...
- 63.731 Service on a foreign limited liability company.
(1) The registered agent appointed by a foreign limited liability company authorized to transact business in this state shall be its agent upon whom any...
- 63.734 Withdrawal of foreign limited liability company.
(1) A foreign limited liability company authorized to transact business in this state may withdraw from transacting business in this state by applying to the...
- 63.737 Grounds for revocation.
The Secretary of State may commence a proceeding under ORS 63.741 to revoke the authority of a foreign limited liability company to transact business in...
- 63.741 Procedure for and effect of revocation.
(1) If the Secretary of State determines that one or more grounds exist under ORS 63.737 for revocation of authority of a foreign limited liability...
- 63.744 Appeal from revocation.
In addition to any other legal remedy which may be available, a foreign limited liability company shall have the right to appeal the Secretary of...
- 63.747 Reinstatement of authority.
(1) A foreign limited liability company that has had its authority revoked under ORS 63.741 may apply to the Secretary of State for reinstatement within...
- 63.771 Limited liability company records.
(1) Each limited liability company shall keep at an office specified in the manner provided in any operating agreement or, if none, at the registered...
- 63.777 Scope of inspection right.
(1) A member’s agent or attorney has the same inspection and copying rights as the member. (2) The right to copy records includes, if reasonable,...
- 63.781 Court-ordered inspection.
(1) If a limited liability company does not allow a member to inspect and copy any records required to be available for inspection, the circuit...
- 63.784 Certain expense reports to members.
If a limited liability company indemnifies or advances expenses to a member or manager under ORS 63.160 in connection with a proceeding by or in...
- 63.787 Annual report; rules.
(1) Each domestic limited liability company, and each foreign limited liability company authorized to transact business in the state, shall by its anniversary deliver to...
- 63.801 Derivative proceedings.
(1) A member may not commence a proceeding in the right of a domestic or foreign limited liability company unless the person was a member...
- 63.810 Taxation of limited liability companies and members.
For purposes of ORS chapters 305 to 324, a limited liability company formed under this chapter or qualified to do business in this state as...
- 63.951 Short title.
This chapter shall be known and may be cited as the “Oregon Limited Liability Company Act.” [1993 c.173 §1]
- 63.955 Interstate application.
A limited liability company organized and existing under this chapter may conduct its business, carry on its operations and have and exercise the powers granted...
- 63.960 Applicability of chapter to practice of dentistry.
Nothing in this chapter is intended to supersede the provisions of ORS 679.020. [1997 c.774 §29]
- 63.965 Reservation of power to amend or repeal; effect of amendment or repeal.
(1) All or part of this chapter may be amended or repealed at any time and all domestic and foreign limited liability companies subject to...
- 63.990 Penalty for signing false document.
(1) A person commits the crime of falsely signing a document for filing under this chapter if the person signs a document knowing it is...
