Effect of dissolution; winding up
(1)A dissolved limited liability company continues its existence, but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs, including the actions specified in ORS 60.637 (Effect of dissolution) for a dissolved corporation. The limitation on personal liability otherwise provided in this chapter for members and managers shall continue following dissolution for actions appropriate to the winding up and liquidation.
(2)Dissolution of a limited liability company does not:
(a)Transfer title to the limited liability company’s property;
(b)Subject its members, managers or employees to standards of conduct different from those prescribed in this chapter;
(c)Prevent commencement of a proceeding by or against the limited liability company in its limited liability company name;
(d)Abate or suspend a proceeding by or against the limited liability company on the effective date of the dissolution; or
(e)Terminate the authority of the registered agent of the limited liability company.
(3)Except as otherwise provided in the articles of organization or any operating agreement, the manager or managers or, if the articles of organization do not provide for managers, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability company’s affairs. However, the circuit court, upon cause shown, may wind up the limited liability company’s affairs upon application of any member or the member’s legal representative or assignee. [1993 c.173 §55; 1995 c.93 §21]
Law Review Citations
30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)