ORS 63.801
Derivative proceedings

(1)

A member may not commence a proceeding in the right of a domestic or foreign limited liability company unless the person was a member of the limited liability company when the transaction complained of occurred or unless the member became a member through transfer by operation of law from one who was a member at that time.

(2)

Except as otherwise provided in writing in the articles of organization or any operating agreement, a complaint in a proceeding brought in the right of a limited liability company must allege with particularity the demand made, if any, to obtain action by the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right, and either that the demand was refused or ignored or the reason why a demand was not made. Whether or not a demand for action was made, if the limited liability company commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.

(3)

A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the members or a class of members, the court shall direct that notice be given to the members affected. [1993 c.173 §95]

Source: Section 63.801 — Derivative proceedings, https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html.

Notes of Decisions

In addition to specific requirements of provision, complaint requires allegation of facts sufficient to show that LLC member against whom action is brought engaged in wrongful conduct. Bernards v. Summit Real Estate Management, Inc., 229 Or App 357, 213 P3d 1 (2009)

63.001
Definitions 63.002
Inclusion of limited liability companies and managers and members of limited liability companies in definitions 63.004
Filing requirements 63.007
Filing, service, copying and certification fees 63.011
Effective time and date of document 63.014
Correcting filed document 63.016
Forms 63.017
Filing duty of Secretary of State 63.021
Appeal from Secretary of State’s refusal to file document 63.024
Evidentiary effect of copy of filed document 63.027
Certificate of existence or authorization 63.031
Powers 63.032
Investigations of violations of chapter 63.034
Knowledge and notice 63.044
Formation 63.047
Articles of organization 63.051
Organization 63.054
Liability for preorganization transactions 63.057
Operating agreements 63.074
Purposes 63.077
General powers 63.094
Limited liability company name 63.097
Reserved name 63.101
Registered name 63.111
Registered office and registered agent 63.114
Change of registered office or registered agent 63.117
Resignation of registered agent 63.121
Service on limited liability company 63.130
Rights of members and managers 63.140
Agency power of managers and members 63.155
Duties and standard of conduct 63.160
Limitation of liability and indemnification 63.165
Liability of members and managers 63.170
Liability of limited liability company for acts, omissions or conduct of member or manager 63.175
Contributions 63.180
Liability for contributions 63.185
Allocation of profits and losses 63.195
Allocation of interim distributions 63.200
Right to interim distributions 63.205
Voluntary withdrawal of member 63.209
Expulsion of member 63.219
Distribution in kind 63.225
Right to distribution 63.229
Limitations on distribution 63.235
Liability for wrongful distribution 63.239
Nature of membership interest 63.245
Admission of members 63.249
Assignment of membership interest 63.255
Rights of assignee who becomes member 63.259
Rights of judgment creditor against member 63.265
Cessation of membership 63.431
Operating agreement 63.434
Amendment to articles of organization 63.437
Restated articles of organization 63.441
Amendment by managers 63.444
Amendment by members 63.467
Definitions for ORS 63.467 to 63.497 63.470
Conversion 63.473
Action on plan of conversion 63.476
Articles and plan of conversion 63.479
Effect of conversion 63.481
Merger 63.487
Action on plan of merger 63.494
Articles and plan of merger 63.497
Effect of merger 63.621
Dissolution 63.625
Distribution of assets upon dissolution 63.629
Agency power of members and managers after dissolution 63.631
Articles of dissolution 63.637
Effect of dissolution 63.641
Known claims against dissolved limited liability company 63.644
Unknown claims against dissolved limited liability company 63.645
Enforcement of claims against dissolved limited liability company 63.647
Grounds for administrative dissolution 63.651
Procedure 63.654
Reinstatement following administrative dissolution 63.657
Appeal from denial of reinstatement 63.661
Grounds for judicial dissolution 63.664
Procedure for judicial dissolution 63.671
Judgment of dissolution 63.674
Deposit with State Treasurer 63.701
Authority to transact business required 63.704
Consequences of transacting business without authority 63.707
Application for authority to transact business 63.711
Amendment to application for authority 63.714
Effect of authority 63.717
Name of foreign limited liability company 63.721
Registered office and registered agent of foreign limited liability company 63.724
Change of registered office or registered agent of foreign limited liability company 63.727
Resignation of registered agent of a foreign limited liability company 63.731
Service on a foreign limited liability company 63.734
Withdrawal of foreign limited liability company 63.737
Grounds for revocation 63.741
Procedure for and effect of revocation 63.744
Appeal from revocation 63.747
Reinstatement of authority 63.771
Limited liability company records 63.777
Scope of inspection right 63.781
Court-ordered inspection 63.784
Certain expense reports to members 63.787
Annual report 63.801
Derivative proceedings 63.810
Taxation of limited liability companies and members 63.951
Short title 63.955
Interstate application 63.960
Applicability of chapter to practice of dentistry 63.965
Reservation of power to amend or repeal 63.990
Penalty for signing false document 63.992
Liability for certain actions in connection with operation of shell entity
Green check means up to date. Up to date

Current through early 2024

§ 63.801’s source at oregon​.gov