Limited Liability Companies
Restated articles of organization
(1)The managers of a manager-managed limited liability company may restate its articles of organization at any time with or without member action.
(2)The restatement may include one or more amendments to the articles of organization. If the restatement includes an amendment requiring member approval, it must be adopted as provided in ORS 63.444 (Amendment by members).
(3)A limited liability company restating its articles of organization shall deliver to the office for filing articles of restatement setting forth the name of the limited liability company and the text of the restated articles of organization together with a certificate setting forth:
(a)Whether the restatement contains an amendment to the articles of organization requiring member approval and, if it does not, that the managers adopted the restatement; or
(b)If the restatement contains an amendment to the articles of organization requiring member approval, the information required by ORS 63.434 (Amendment to articles of organization).
(4)Restated articles of organization shall contain all statements required to be included in the initial articles of organization except that no statement is required to be made with respect to:
(a)The names and addresses of the organizers or the initial or present registered office or agent; or
(b)The mailing address of the limited liability company if an annual report has been filed with the office of the Secretary of State.
(5)Duly adopted restated articles of organization supersede the initial articles of organization and all amendments to them. [1993 c.173 §72; 1999 c.86 §13]
Law Review Citations
30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)