ORS 63.032
Investigations of violations of chapter

  • confidentiality
  • penalties
  • administrative dissolution
  • rules

(1)

Intentionally left blank —Ed.

(a)

The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a limited liability company to:

(A)

Prepare and submit to the Secretary of State within 30 days the list described in ORS 63.771 (Limited liability company records) (1)(a); and

(B)

Answer within 30 days any interrogatory that is related to an alleged or potential violation of this chapter that the Secretary of State submits to the limited liability company.

(b)

Notwithstanding the provisions of ORS 192.311 (Definitions for ORS 192.311 to 192.478) to 192.478 (Exemption for Judicial Department), the list described in paragraph (a)(A) of this subsection and information that the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection is not subject to public disclosure. The Secretary of State may provide a law enforcement agency with the list described in paragraph (a)(A) of this subsection and information the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection.

(2)

Intentionally left blank —Ed.

(a)

If a limited liability company fails to comply with an order from the Secretary of State under subsection (1) of this section, the Secretary of State may:

(A)

Impose a civil penalty on the limited liability company in accordance with ORS 183.745 (Civil penalty procedures);

(B)

Cancel or revoke an organization, or revoke a foreign limited liability company’s authorization to transact business in this state, after conducting a hearing under ORS 183.413 (Notice to parties before hearing of rights and procedure) to 183.470 (Orders in contested cases); or

(C)

Administratively dissolve the limited liability company in accordance with ORS 63.651 (Procedure).

(b)

The Secretary of State shall provide in an order that imposes a civil penalty under paragraph (a)(A) of this subsection that the civil penalty is not due and payable until after the order becomes final following any appeal of the order or, if an appeal does not occur, after the order becomes final by operation of law.

(3)

Intentionally left blank —Ed.

(a)

The Director of the Department of Revenue may recommend to the Secretary of State that the Secretary of State administratively dissolve a limited liability company for a failure to comply with the tax laws of the state, but the director may not recommend administrative dissolution if the director has allowed an appeal of the limited liability company’s tax liability or another action of the Department of Revenue related to the limited liability company’s failure to comply with the tax laws of the state or if an appeal is pending. If the Secretary of State agrees with the director, the Secretary of State may dissolve the limited liability company under ORS 63.651 (Procedure).

(b)

The Secretary of State, in consultation with the department, may specify what constitutes a failure to comply with the tax laws of the state for the purposes set forth in paragraph (a) of this subsection.

(4)

The Secretary of State may not reinstate a limited liability company that was administratively or judicially dissolved unless, as appropriate:

(a)

The limited liability company complies with the Secretary of State’s order under subsection (1) of this section;

(b)

A law enforcement agency that has completed an investigation of the limited liability company for which the Secretary of State canceled or revoked organization or revoked an authorization to transact business in this state recommends that the Secretary of State allow the organization or reinstatement;

(c)

A court order compels a reinstatement; or

(d)

The Department of Revenue recommends a reinstatement.

(5)

A limited liability company may appeal in accordance with ORS 183.480 (Judicial review of agency orders) to 183.500 (Appeals) an order the Secretary of State issues or an action the Secretary of State takes under this section.

(6)

The Secretary of State and the Director of the Department of Revenue may each adopt rules to implement the provisions of this section. [2017 c.705 §5]

Source: Section 63.032 — Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules, https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html.

63.001
Definitions
63.002
Inclusion of limited liability companies and managers and members of limited liability companies in definitions
63.004
Filing requirements
63.007
Filing, service, copying and certification fees
63.011
Effective time and date of document
63.014
Correcting filed document
63.016
Forms
63.017
Filing duty of Secretary of State
63.021
Appeal from Secretary of State’s refusal to file document
63.024
Evidentiary effect of copy of filed document
63.027
Certificate of existence or authorization
63.031
Powers
63.032
Investigations of violations of chapter
63.034
Knowledge and notice
63.044
Formation
63.047
Articles of organization
63.051
Organization
63.054
Liability for preorganization transactions
63.057
Operating agreements
63.074
Purposes
63.077
General powers
63.094
Limited liability company name
63.097
Reserved name
63.101
Registered name
63.111
Registered office and registered agent
63.114
Change of registered office or registered agent
63.117
Resignation of registered agent
63.121
Service on limited liability company
63.130
Rights of members and managers
63.140
Agency power of managers and members
63.155
Duties and standard of conduct
63.160
Limitation of liability and indemnification
63.165
Liability of members and managers
63.170
Liability of limited liability company for acts, omissions or conduct of member or manager
63.175
Contributions
63.180
Liability for contributions
63.185
Allocation of profits and losses
63.195
Allocation of interim distributions
63.200
Right to interim distributions
63.205
Voluntary withdrawal of member
63.209
Expulsion of member
63.219
Distribution in kind
63.225
Right to distribution
63.229
Limitations on distribution
63.235
Liability for wrongful distribution
63.239
Nature of membership interest
63.245
Admission of members
63.249
Assignment of membership interest
63.255
Rights of assignee who becomes member
63.259
Rights of judgment creditor against member
63.265
Cessation of membership
63.431
Operating agreement
63.434
Amendment to articles of organization
63.437
Restated articles of organization
63.441
Amendment by managers
63.444
Amendment by members
63.467
Definitions for ORS 63.467 to 63.497
63.470
Conversion
63.473
Action on plan of conversion
63.476
Articles and plan of conversion
63.479
Effect of conversion
63.481
Merger
63.487
Action on plan of merger
63.494
Articles and plan of merger
63.497
Effect of merger
63.621
Dissolution
63.625
Distribution of assets upon dissolution
63.629
Agency power of members and managers after dissolution
63.631
Articles of dissolution
63.637
Effect of dissolution
63.641
Known claims against dissolved limited liability company
63.644
Unknown claims against dissolved limited liability company
63.645
Enforcement of claims against dissolved limited liability company
63.647
Grounds for administrative dissolution
63.651
Procedure
63.654
Reinstatement following administrative dissolution
63.657
Appeal from denial of reinstatement
63.661
Grounds for judicial dissolution
63.664
Procedure for judicial dissolution
63.671
Judgment of dissolution
63.674
Deposit with State Treasurer
63.701
Authority to transact business required
63.704
Consequences of transacting business without authority
63.707
Application for authority to transact business
63.711
Amendment to application for authority
63.714
Effect of authority
63.717
Name of foreign limited liability company
63.721
Registered office and registered agent of foreign limited liability company
63.724
Change of registered office or registered agent of foreign limited liability company
63.727
Resignation of registered agent of a foreign limited liability company
63.731
Service on a foreign limited liability company
63.734
Withdrawal of foreign limited liability company
63.737
Grounds for revocation
63.741
Procedure for and effect of revocation
63.744
Appeal from revocation
63.747
Reinstatement of authority
63.771
Limited liability company records
63.777
Scope of inspection right
63.781
Court-ordered inspection
63.784
Certain expense reports to members
63.787
Annual report
63.801
Derivative proceedings
63.810
Taxation of limited liability companies and members
63.951
Short title
63.955
Interstate application
63.960
Applicability of chapter to practice of dentistry
63.965
Reservation of power to amend or repeal
63.990
Penalty for signing false document
63.992
Liability for certain actions in connection with operation of shell entity
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