Limited Liability Companies

ORS 63.651

  • effect of administrative dissolution


If the Secretary of State determines that one or more grounds exist under ORS 63.647 (Grounds for administrative dissolution) for dissolving a limited liability company, the Secretary of State shall give the limited liability company written notice of the determination.


If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall dissolve the limited liability company.


A limited liability company administratively dissolved continues the limited liability company’s existence but may not carry on any activities except activities that are necessary or appropriate to wind up and liquidate the limited liability company’s business and affairs under ORS 63.637 (Effect of dissolution) and notify claimants under ORS 63.641 (Known claims against dissolved limited liability company) and 63.644 (Unknown claims against dissolved limited liability company).


The administrative dissolution of a limited liability company does not terminate the authority of the limited liability company’s registered agent. [1993 c.173 §63; 1993 c.173 §106; 2013 c.159 §9]
Chapter 63

Law Review Citations

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


Last accessed
Jun. 26, 2021