Limited Liability Companies

ORS 63.160
Limitation of liability and indemnification


The articles of organization or any operating agreement may provide for indemnification of any person for acts or omissions as a member, manager, employee or agent and may eliminate or limit the liability of a member, manager, employee or agent to the limited liability company or its members for damages from such acts or omissions. However, no such provision shall eliminate or limit the liability or provide for indemnification of a member of a member-managed limited liability company or a manager of a manager-managed limited liability company for any act or omission occurring prior to the date when such provision became effective, and no such provision shall eliminate or limit the liability or provide for indemnification of a member or manager for:

(1)

Any breach of the member’s or manager’s duty of loyalty to the limited liability company or its members;

(2)

Acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;

(3)

Any unlawful distribution under ORS 63.235 (Liability for wrongful distribution); or

(4)

Any transaction from which the member or manager derives an improper personal benefit. [1993 c.173 §34; 1995 c.93 §7; 1997 c.646 §16; 1999 c.86 §9]

Law Review Citations

73 OLR 113 (1994)

Chapter 63

Law Review Citations

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


Source

Last accessed
Jun. 26, 2021