Limited Liability Companies

ORS 63.255
Rights of assignee who becomes member


(1)

An assignee who becomes a member as to the assigned interest has the rights and powers, and is subject to the restrictions and liabilities, of a member under this chapter, the articles of organization and any operating agreement. An assignee who becomes a member also is liable for any obligations of the assignee’s assignor to make contributions under ORS 63.180 (Liability for contributions). However, the assignee is not obligated merely by becoming a member for any other liabilities for which the assignor was liable that were unknown to the assignee at the time the assignee became a member and that could not be ascertained from the articles of organization.

(2)

Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor’s liability to the limited liability company to make contributions under ORS 63.180 (Liability for contributions). [1993 c.173 §51; 1995 c.93 §14; 1997 c.646 §6]
Chapter 63

Law Review Citations

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


Source

Last accessed
Jun. 26, 2021