Limited Liability Companies

ORS 63.185
Allocation of profits and losses


(1)

The profits and losses of a limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the articles of organization or any operating agreement.

(2)

If neither the articles of organization nor any operating agreement provides for an allocation of profits and losses, then profits and losses shall be allocated among all the members equally.

(3)

If profits, but not losses, are allocated in the articles of organization or any operating agreement, then losses shall be deemed allocated in the same proportion as profits. If losses, but not profits, are allocated in the articles of organization or any operating agreement, then profits shall be deemed allocated in the same proportion as losses.

(4)

Except as otherwise provided in the articles of organization or any operating agreement, if after formation of the limited liability company a member is admitted to the limited liability company as described in ORS 63.245 (Admission of members) (2)(a), then the profits and losses of the limited liability company shall be allocated among the members as follows:

(a)

Profits and losses that would have been realized on the date of admission of the additional member if all the assets of the limited liability company were then sold at their fair value shall be allocated among only the members of the limited liability company who are members immediately prior to the new member’s admission based on the respective shares of profits and losses of such preexisting members before such admission. Thereafter the amount of profits or losses so allocated shall be treated as an adjustment to the contributions made by the preexisting members to the limited liability company; except that if the provisions of this subsection have been applied previously by the limited liability company in connection with the admission of a new member, the profits and losses allocated pursuant to this subsection shall be only those profits and losses realized since the most recent admittance of a new member; and

(b)

Profits and losses realized by the limited liability company subsequent to the date of admission of the additional member shall be allocated among all the members, including the additional member, based on the respective shares of profits and losses of all the members after such admission. [1993 c.173 §38; 1995 c.93 §8]

Law Review Citations

73 OLR 55 (1994)

Chapter 63

Law Review Citations

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


Source

Last accessed
Jun. 26, 2021