ORS 63.140
Agency power of managers and members

interest in real property

Text
Annotations 3

(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 its business, and an act of a member, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.

(b)

An act of a member that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized by the other members.

(2)

Subject to subsection (3) of this section, in a manager-managed limited liability company:

(a)

A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member. Each manager is an agent of the limited liability company for the purpose of its business, and an act of a manager, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.

(b)

An act of a manager that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized under ORS 63.130 (Rights of members and managers).

(3)

Unless the articles of organization limit their authority, any member of a member-managed limited liability company or manager of a manager-managed limited liability company may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument. [1993 c.173 §30; 1999 c.86 §5]

Source: Section 63.140 — Agency power of managers and members; interest in real property, https://www.oregonlegislature.gov/bills_laws/ors/ors063.html.

Notes of Decisions

Limited liability company is not bound by transaction made by manager if manager lacked authority to enter into transaction and other party knew or should have known of lack of authority. Synectic Ventures I, LLC v. EVI Corporation, 353 Or 62, 294 P3d 478 (2012)

“Ordinary course” includes routine and expected business activity both directly related and ancillary or incidental to company’s primary business purpose, and act or transaction can be ordinary even if it occurs occasionally as long as transaction is sufficiently related to or incidental to maintaining or performing normal, everyday business operations and whether particular transaction is ordinary is fact-specific inquiry. Smith v. Central Point Pawn, LLC, 296 Or App 341, 438 P3d 436 (2019)

Law Review Citations

73 OLR 113 (1994)

California:	Codes
Colorado:	C.R.S.
Nevada:	NRS
New York:	Laws
Oregon:	OAR, ORS
Texas:	Statutes
World:	Rome Statute, International Dictionary

ORS 63.140 Agency power of managers and members

(1)

(a)

(b)

(2)

(a)

(b)

(3)

Notes of Decisions

Law Review Citations

ORS 63.140
Agency power of managers and members