Limited Liability Companies

ORS 63.771
Limited liability company records


Each limited liability company shall keep at an office specified in the manner provided in any operating agreement or, if none, at the registered office, the following:


A current list of the full name and last-known business, residence or mailing address of each member and manager, both past and present.


A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed.


Copies of the limited liability company’s federal, state and local income tax returns and reports, if any, for the three most recent years.


Copies of any currently effective written operating agreements and all amendments thereto, copies of any writings permitted or required under this chapter, and copies of any financial statements of the limited liability company for the three most recent years.


Unless contained in a written operating agreement or in a writing permitted or required under this chapter, a statement prepared and certified as accurate by a manager of the limited liability company which describes:


The amount of cash and a description and statement of the agreed value of other property or services contributed by each member and which each member has agreed to contribute in the future;


The times at which or events on the occurrence of which any additional contributions agreed to be made by each member are to be made; and


If agreed upon, the time at which or the events on the occurrence of which the limited liability company is dissolved and its affairs wound up.


Any limited liability company records are subject to inspection and copying at the reasonable request, and at the expense, of any member during ordinary business hours.


Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company. [1993 c.173 §96; 1999 c.86 §22]
Chapter 63

Law Review Citations

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


Last accessed
Jun. 26, 2021