Limited Liability Companies

ORS 63.077
General powers


Unless its articles of organization provide otherwise, the duration of a limited liability company shall be perpetual.


Unless its articles of organization provide otherwise, and subject to the provisions of ORS 63.074 (Purposes) (2), each limited liability company organized under this chapter may:


Sue and be sued, and complain and defend in all courts in its own name;


Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in or with real or personal property or any interest in real or personal property, wherever situated;


Sell, convey, mortgage, pledge, create a security interest in, lease, exchange or transfer, and otherwise dispose of all or any part of its property or assets;


Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, otherwise dispose of, and otherwise use or deal in or with other interests in or obligations of any other entity;


Make contracts or guarantees, incur liabilities, borrow money, issue its notes or other obligations that may be convertible into other securities of the limited liability company or include the option to purchase other securities of the limited liability company, or secure any of its obligations by mortgage or pledge of any of its property, franchises or income;


Lend money, invest or reinvest its funds, or receive and hold real or personal property as security for repayment of funds so loaned, invested or reinvested;


Be a promoter, incorporator, general partner, limited partner, member, associate or manager of any partnership, joint venture, trust or other entity;


Conduct its business, locate offices and exercise the powers granted by this chapter within or without this state;


Elect or appoint managers, employees or agents of the limited liability company, define their duties, fix their compensation and lend them money and credit;


Make and alter an operating agreement, not inconsistent with its articles of organization or with the laws of this state, for managing its business and regulating its affairs;


Pay pensions and establish pension plans, profit-sharing plans, and benefit or incentive plans for any or all of its current or former managers, members, employees and agents;


Make donations for the public welfare or for charitable, scientific or educational purposes;


Transact any lawful business that will aid governmental policy;


Indemnify a member or manager or any other person as and to the extent not inconsistent with the provisions of this chapter;


Cease its activities and dissolve; and


Have and exercise all powers and do every other act not inconsistent with law which is necessary or convenient to promote and effect any or all of the purposes for which the limited liability company is organized. [1993 c.173 §20; 1997 c.646 §2]
Chapter 63

Law Review Citations

30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)


Last accessed
Jun. 26, 2021