Limited Liability Companies

ORS 63.470
Conversion


(1)

(a) A business entity may be converted to a limited liability company organized under this chapter.

(b)

A limited liability company organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion.

(c)

A business entity may perform a conversion described in paragraph (a) or (b) of this subsection by approving a plan of conversion and filing articles of conversion.

(2)

A limited liability company organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if:

(a)

The laws of the other jurisdiction permit the conversion;

(b)

The converting limited liability company approves a plan of conversion;

(c)

Articles of conversion are filed in this state;

(d)

(A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the limited liability company converted unless the converted business entity does not intend to continue to transact business in this state; and

(B)

The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and

(e)

The limited liability company complies with any requirements that the laws of the other jurisdiction impose with respect to the conversion.

(3)

The plan of conversion must set forth:

(a)

The name and type of the business entity prior to conversion;

(b)

The name and type of the business entity after conversion;

(c)

A summary of the material terms and conditions of the conversion;

(d)

The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the converted business entity or any other business entity, or into cash or other property in whole or in part; and

(e)

Any additional information that the statutes that govern converted business entities of the type into which the limited liability company converted require in the organizational document of the converted business entity.

(4)

The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 §32; 2001 c.315 §16; 2003 c.80 §20; 2011 c.147 §9]
Chapter 63

Law Review Citations

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


Source

Last accessed
Jun. 26, 2021