Chapter 63
Limited Liability Companies

Sections

Inclusion of limited liability companies and managers and members of limited liability companies in definitions

Filing requirements

Filing, service, copying and certification fees

Effective time and date of document

Correcting filed document

Filing duty of Secretary of State

Appeal from Secretary of State’s refusal to file document

Evidentiary effect of copy of filed document

Certificate of existence or authorization

Investigations of violations of chapter

Knowledge and notice

Articles of organization

Liability for preorganization transactions

Operating agreements

Limited liability company name

Registered name

Registered office and registered agent

Change of registered office or registered agent

Resignation of registered agent

Service on limited liability company

Rights of members and managers

Agency power of managers and members

Duties and standard of conduct

Limitation of liability and indemnification

Liability of members and managers

Liability of limited liability company for acts, omissions or conduct of member or manager

Liability for contributions

Allocation of profits and losses

Allocation of interim distributions

Right to interim distributions

Voluntary withdrawal of member

Expulsion of member

Distribution in kind

Right to distribution

Limitations on distribution

Liability for wrongful distribution

Nature of membership interest

Admission of members

Assignment of membership interest

Rights of assignee who becomes member

Rights of judgment creditor against member

Cessation of membership

Operating agreement

Amendment to articles of organization

Restated articles of organization

Amendment by managers

Amendment by members

Definitions for ORS 63.467 to 63.497

Action on plan of conversion

Articles and plan of conversion

Effect of conversion

Action on plan of merger

Articles and plan of merger

Effect of merger

Distribution of assets upon dissolution

Agency power of members and managers after dissolution

Articles of dissolution

Effect of dissolution

Known claims against dissolved limited liability company

Unknown claims against dissolved limited liability company

Enforcement of claims against dissolved limited liability company

Grounds for administrative dissolution

Reinstatement following administrative dissolution

Appeal from denial of reinstatement

Grounds for judicial dissolution

Procedure for judicial dissolution

Judgment of dissolution

Deposit with State Treasurer

Authority to transact business required

Consequences of transacting business without authority

Application for authority to transact business

Amendment to application for authority

Effect of authority

Name of foreign limited liability company

Registered office and registered agent of foreign limited liability company

Change of registered office or registered agent of foreign limited liability company

Resignation of registered agent of a foreign limited liability company

Service on a foreign limited liability company

Withdrawal of foreign limited liability company

Grounds for revocation

Procedure for and effect of revocation

Appeal from revocation

Reinstatement of authority

Limited liability company records

Scope of inspection right

Court-ordered inspection

Certain expense reports to members

Derivative proceedings

Taxation of limited liability companies and members

Interstate application

Applicability of chapter to practice of dentistry

Reservation of power to amend or repeal

Penalty for signing false document

Liability for certain actions in connection with operation of shell entity

Up to date

Current through early 2024

Chap. 63’s source at oregon.gov

Stay Connected

Join thousands of people who receive monthly site updates.

Get Legal Help

The Oregon State Bar runs a service for finding an attorney in good standing. Initial consultations are usually free or discounted: Lawyer Referral Service

Committed to Public Service

We will always provide free access to the current law. In addition, we provide special support for non-profit, educational, and government users. Through social entrepreneurship, we’re lowering the cost of legal services and increasing citizen access.

Navigate

California:	Codes
Colorado:	C.R.S.
Nevada:	NRS
New York:	Laws
Oregon:	OAR, ORS
Texas:	Statutes
World:	Rome Statute, International Dictionary

Location: https://oregon.public.law/statutes/ors_chapter_63

Original Source: Chapter 63 — Limited Liability Companies, https://www.oregonlegislature.gov/bills_laws/ors/ors063.html (last accessed Jun. 16, 2023).