Limited Liability Companies
- prohibition on illegal purposes
(1)Except as otherwise provided by the laws of the state and in this section, a limited liability company formed under this chapter may conduct or promote any lawful business or purpose that a partnership, corporation or professional corporation as defined in ORS 58.015 (Definitions) may conduct or promote, unless the articles of organization set forth a more limited purpose. A person may not organize a limited liability company under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency.
(2)Subject to the laws of the state, the rules and regulations of a regulatory board of a profession, if any, and the standards of professional conduct of the profession, if any, a limited liability company or members of the limited liability company may render professional service in this state. Notwithstanding any other law, members of a limited liability company, including members who are managers, and who are also professionals, as defined in ORS 58.015 (Definitions), are personally liable as members of the limited liability company to the same extent and in the same manner as provided for shareholders of a professional corporation in ORS 58.185 (Liabilities of employees, shareholders and the corporation) and 58.187 (Revision of limitations on liability in ORS 58.185 to reflect inflation or deflation) and as otherwise provided in this chapter.
(3)A business that is subject to regulation under another statute of the state may not be organized under this chapter if the business is required to be organized only under the other statute. [1993 c.173 §19; 1995 c.93 §4; 1995 c.327 §4a; 1997 c.774 §11; 2017 c.705 §21]
Law Review Citations
30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)