Limited Liability Companies
(1)(a) For the Secretary of State to file a document under this chapter, the document must:
(A)Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section.
(B)Be a type of document that this chapter or another law requires or permits a person to file with the Secretary of State.
(C)Include the information this chapter requires.
(D)Be legibly written in the English language and in the alphabet used to write the English language, except as provided in subsections (3) and (4) of this section.
(E)Be delivered to the Secretary of State along with required fees. Delivery occurs only when the Secretary of State actually receives the document.
(b)The document may include:
(A)Information other than the information required under paragraph (a) of this subsection;
(B)Arabic or Roman numerals and incidental punctuation;
(C)The seal of the limited liability company or foreign limited liability company;
(D)An attestation by the secretary or an assistant secretary of the limited liability company or foreign limited liability company; or
(E)An acknowledgement, verification or proof.
(2)(a) Unless otherwise specified in this chapter, a document that under this chapter must be filed with the Secretary of State must be executed in the following manner:
(A)Articles of organization must be signed by or on behalf of one or more persons that intend to form the limited liability company.
(B)At least one member or manager must sign articles of amendment and each annual report.
(C)A receiver, trustee or other court-appointed fiduciary, must sign a document if the limited liability company or foreign limited liability company is subject to the control of the receiver, trustee or fiduciary.
(D)An agent of a person identified in this paragraph may execute a document, if the person authorizes the agent to execute the document.
(b)The person that executes the document shall:
(A)Declare, above the person’s signature and under penalty of perjury, that the document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any of the members, managers, employees or agents of the limited liability company or foreign limited liability company on behalf of which the person signs; and
(B)State beneath or opposite the person’s signature the person’s name and the capacity in which the person signs.
(3)(a) If under ORS 63.016 (Forms) the Secretary of State has prescribed a mandatory form for a document, including an electronic form, the document must be in or on the prescribed form.
(b)The Secretary of State shall make versions of the form described in paragraph (a) of this subsection available in at least the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. Each version of the form must include an English translation of the form’s contents.
(c)For the purpose described in paragraph (b) of this section, the Secretary of State shall specify Spanish, Chinese, Vietnamese, Russian and Korean as the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. The Secretary of State shall review the specification in this paragraph after the completion of the 2030 United States Census and each subsequent decennial census and shall recommend in a report to the Joint Committee on Ways and Means any changes in the specification that the Secretary of State deems necessary. The Secretary of State may change the specification only after receiving the approval of the Legislative Assembly and an appropriation in an amount that is sufficient to pay the costs of updating each version of the mandatory form and any system the Secretary of State uses to process the mandatory form.
(d)If a person completes with, or attaches to, a form described in paragraph (a) or (b) of this subsection information written in a language other than English, the person shall submit a reasonably authenticated English translation of the information along with the form.
(4)A certificate of existence required for a foreign limited liability company may be written in a language other than English if a reasonably authenticated English translation accompanies the certificate. [1993 c.173 §3; 2013 c.159 §6; 2017 c.705 §19; 2019 c.597 §4]
Law Review Citations
30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)