Limited Liability Companies

ORS 63.992
Liability for certain actions in connection with operation of shell entity

  • actions as false claim
  • enforcement by civil action


(1)

A member, manager, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the member, manager, employee or agent:

(a)

Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entity’s shares, assets, liabilities, capital, dividends, earnings, accounts or business operations that the member, manager, employee or agent knows is false in any material respect;

(b)

Making an entry or causing another person to make an entry in a shell entity’s books, records, minutes or accounts that the member, manager, employee or agent knows is false in any material respect; or

(c)

Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in a shell entity’s books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the member, manager, employee or agent intends to deceive another person.

(2)

A member, manager, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS 180.750 (Definitions), makes a false claim and is subject to a civil action as provided in ORS 180.750 (Definitions) to 180.785 (Remedy not exclusive). [2017 c.705 §6]
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Chapter 63

Law Review Citations

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


Source

Last accessed
Jun. 26, 2021