Oregon Statute | Act | Code |Title 03 Remedies And Special Actions And Proceedings| US Code - US Statute

As used in this chapter:

(1) “Anniversary” means that day each year exactly one or more
years after:

(a) The date of filing by the Secretary of State of the articles of
organization in the case of a domestic limited liability company.

(b) The date of filing by the Secretary of State of an application
for authority to transact business in the case of a foreign limited
liability company.

(2) “Articles of organization” means the document described in ORS
63.047 for the purpose of forming a limited liability company, including
articles of organization as they may be amended or restated, articles of
conversion and articles of merger.

(3) “Bankruptcy” means:

(a) Assignment by a member for the benefit of creditors;

(b) Commencement of a voluntary bankruptcy case by a member;

(c) Adjudication of a member as bankrupt or insolvent;

(d) Filing by a member of a petition or answer seeking for the
member any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any statute, law or rule;

(e) Filing by a member of an answer or other pleading admitting or
failing to contest the material allegations of a petition filed against
the member in any proceeding of this nature;

(f) Seeking, consenting to or acquiescing in the appointment of a
trustee, receiver or liquidator of the member or of all or any
substantial part of the member’s properties;

(g) Commencement of an involuntary bankruptcy case against a member
that has not been dismissed on or before the 120th day after the
commencement of the case;

(h) Appointment, without the member’s consent, of a trustee,
receiver or liquidator either of the member or of all or any substantial
part of the member’s properties that is not vacated or stayed on or
before the 90th day after appointment; or

(i) Appointment described in paragraph (h) of this subsection that
is not vacated on or before the 90th day after expiration of the stay
under paragraph (h) of this subsection.

(4) “Contribution” means anything of value which a person
contributes to the limited liability company as a prerequisite for or in
connection with membership including cash, property or services rendered
or a promissory note or other binding obligation to contribute cash or
property or to perform services.

(5) “Corporation” or “domestic corporation” means a corporation for
profit incorporated under ORS chapter 60.

(6) “Distribution” means a direct or indirect transfer of money or
other property, except of a limited liability company’s own interests, or
incurrence of indebtedness by a limited liability company to or for the
benefit of its members in respect of any of its member’s interests. A
distribution may be in the form of a declaration or payment of profits, a
purchase, retirement or other acquisition of interests, a distribution of
indebtedness, or otherwise.

(7) “Domestic nonprofit corporation” means a corporation not for
profit incorporated under ORS chapter 65.

(8) “Domestic professional corporation” means a corporation
organized under ORS chapter 58 for the purpose of rendering professional
services and for the purposes provided under ORS chapter 58.

(9) “Entity” includes a domestic or foreign limited liability
company, corporation, professional corporation, foreign corporation,
domestic or foreign nonprofit corporation, domestic or foreign
cooperative corporation, profit or nonprofit unincorporated association,
business trust, estate, domestic or foreign general or limited
partnership, trust, two or more persons having a joint or common economic
interest, any state, the United States or any foreign government.

(10) “Foreign corporation” means a corporation for profit
incorporated under a law other than the law of this state.

(11) “Foreign limited liability company” means an entity that is an
unincorporated association organized under the laws of a state other than
this state, under the laws of a federally recognized Indian tribe or
under the laws of a foreign country and that is organized under a statute
under which an association may be formed that affords to each of its
members limited liability with respect to the liabilities of the entity.

(12) “Foreign limited partnership” means a limited partnership
formed under the laws of any jurisdiction other than this state and
having as partners one or more general partners and one or more limited
partners.

(13) “Foreign nonprofit corporation” means a corporation not for
profit organized under the laws of a state other than this state.

(14) “Foreign professional corporation” means a professional
corporation organized under the laws of a state other than this state.

(15) “Incompetency” means the entry of a judgment by a court of
competent jurisdiction adjudicating the member incompetent to manage the
member’s person or estate.

(16) “Individual” means a natural person.

(17) “Limited liability company” or “domestic limited liability
company” means an entity that is an unincorporated association having one
or more members that is organized under this chapter.

(18) “Limited partnership” or “domestic limited partnership” means
a partnership formed by two or more persons under ORS chapter 70 and
having one or more general partners and one or more limited partners.

(19) “Manager” or “managers” means a person or persons, who need
not be members, designated by the members of a manager-managed limited
liability company to manage the limited liability company’s business and
affairs.

(20) “Manager-managed limited liability company” means a limited
liability company that is designated as a manager-managed limited
liability company in its articles of organization or whose articles of
organization otherwise expressly provide that the limited liability
company will be managed by a manager or managers.

(21) “Member” or “members” means a person or persons with both an
ownership interest in a limited liability company and all the rights and
obligations of a member specified under this chapter. “Member” does not
include an assignee of an ownership interest who has not also acquired
the voting and other rights appurtenant to membership.

(22) “Member-managed limited liability company” means a limited
liability company other than a manager-managed limited liability company.

(23) “Membership interest” or “interest” means a member’s
collective rights in a limited liability company, including the member’s
share of profits and losses of the limited liability company, the right
to receive distributions of the limited liability company’s assets and
any right to vote or participate in management.

(24) “Office,” when used to refer to the administrative unit
directed by the Secretary of State, means the office of the Secretary of
State.

(25) “Operating agreement” means any valid agreement, written or
oral, of the member or members as to the affairs of a limited liability
company and the conduct of its business.

(26) “Organizer” means one of the signers of the initial articles
of organization.

(27) “Party” includes an individual who was, is or is threatened to
be made a named defendant or respondent in a proceeding.

(28) “Person” means an individual or entity.

(29) “Proceeding” means any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigatory and whether formal or informal.

(30) “State,” when referring to a part of the United States,
includes a state, commonwealth, territory or insular possession of the
United States and its agencies and governmental subdivisions.

(31) “United States” includes a district, authority, bureau,
commission, department or any other agency of the United States. [1993
c.173 §2; 1995 c.93 §1; 1997 c.646 §1; 1999 c.86 §1; 1999 c.362 §28; 2001
c.315 §34; 2005 c.107 §3]Unless the context
otherwise requires, throughout Oregon Revised Statutes:

(1) Wherever the term “person” is defined to include both a
corporation and a partnership, the term “person” shall also include a
limited liability company.

(2) Wherever a section of Oregon Revised Statutes applies to both
“partners” and “directors,” the section shall also apply:

(a) In a limited liability company with one or more managers, to
the managers of the limited liability company.

(b) In a limited liability company without managers, to the members
of the limited liability company.

(3) Wherever a section of Oregon Revised Statutes applies to both
“partners” and “shareholders,” the section shall also apply to members of
a limited liability company. [1995 c.93 §25](Filing Documents) (1) A document must satisfy the
requirements of this section, as modified by any other provision of this
chapter, to be entitled to filing by the Secretary of State.

(2) This chapter must require or permit filing the document with
the office.

(3) The document shall contain the information required by this
chapter. It may contain other information as well.

(4) The document must be legible.

(5) The document must be in the English language. The certificate
of existence required of foreign limited liability companies under ORS
63.707 need not be in English if accompanied by a reasonably
authenticated English translation.

(6) Unless otherwise specified in this chapter, each document or
report required by this chapter to be filed with the office shall be
executed in the following manner:

(a) Articles of organization shall be signed by or on behalf of one
or more persons wishing to form the limited liability company.

(b) Articles of amendment shall be signed by at least one member or
manager.

(c) Each annual report shall be signed by one member or manager.

(d) If the limited liability company is in the hands of a receiver,
trustee or other court-appointed fiduciary, a document or report shall be
signed by that receiver, trustee or fiduciary.

(7) The person executing the document shall state beneath or
opposite the signature the name of the person and the capacity in which
the person signs. The document may, but is not required to, contain an
acknowledgment, verification or proof.

(8) If the Secretary of State has prescribed a mandatory form for
the document under ORS 63.016, the document must be in or on the
prescribed form.

(9) The document must be delivered to the office accompanied by the
required fees.

(10) Delivery of a document to the office is accomplished only when
the document is actually received by the office. [1993 c.173 §3] The
Secretary of State shall collect the fees described in ORS 56.140 for
each document delivered for filing under this chapter and for process
served on the secretary under this chapter. The secretary may collect the
fees described in ORS 56.140 for copying any public record under this
chapter, certifying the copy or certifying to other facts of record under
this chapter. [1993 c.173 §4; 1995 c.93 §2; 1999 c.362 §§29,29a] (1) Except as provided
in subsection (2) of this section and ORS 63.014 (3), a document accepted
for filing is effective on the date it is filed by the Secretary of State
and at the time, if any, specified in the document as its effective time
or at 12:01 a.m. on that date if no effective time is specified.

(2) If a document specifies a delayed effective time and date, the
document becomes effective at the time and date specified. If a document
specifies a delayed effective date but no time, the document becomes
effective at 12:01 a.m. on that date. A delayed effective date for a
document may not be later than the 90th day after the date it is filed.
[1993 c.173 §5] (1) A domestic or foreign limited
liability company may correct a document filed by the Secretary of State,
other than an annual report, if the document contains an incorrect
statement or was defectively executed, attested, sealed, verified or
acknowledged.

(2) A domestic or foreign limited liability company shall correct a
document by delivering articles of correction to the office. The articles
shall include the following:

(a) A description of the document, including its filing date, or a
copy of the document.

(b) The incorrect statement and the reason it is incorrect, or a
description of the manner in which the execution, attestation, seal,
verification or acknowledgment is defective.

(c) A correction of the incorrect statement or defective execution,
attestation, seal, verification or acknowledgment.

(3) Articles of correction are effective on the effective date of
the document they correct except as to persons relying on the uncorrected
document and adversely affected by the correction. As to those persons,
articles of correction are effective when filed. [1993 c.173 §6] Upon request, the Secretary of State may
furnish forms for documents required or permitted to be filed by this
chapter. The Secretary of State may by rule require the use of the forms.
[1993 c.173 §7; 1995 c.215 §10] (1) If a document
delivered to the Office of the Secretary of State for filing satisfies
the requirements of ORS 63.004, the Secretary of State shall file it.

(2) The Secretary of State files a document by indicating thereon
that it has been filed by the Secretary of State and the date of filing.
After filing a document, the Secretary of State shall return an
acknowledgment of filing to the domestic or foreign limited liability
company or its representative.

(3) If the Secretary of State refuses to file a document, the
Secretary of State shall return it to the domestic or foreign limited
liability company or its representative within 10 business days after the
document was delivered together with a brief written explanation of the
reason for the refusal.

(4) The Secretary of State’s duty to file documents under this
section is ministerial. The Secretary of State is not required to verify
or inquire into the legality or truth of any matter included in any
document delivered to the office for filing. The Secretary of State’s
filing or refusing to file a document does not:

(a) Affect the validity or invalidity of the document in whole or
part; or

(b) Relate to the correctness or incorrectness of information
contained in the document.

(5) The Secretary of State’s refusal to file a document does not
create a presumption that the document is invalid or that information
contained in the document is incorrect. [1993 c.173 §8; 1999 c.486 §9]
If the Secretary of State refuses to file a document delivered to the
office for filing, the domestic or foreign limited liability company, in
addition to any other legal remedy which may be available, shall have the
right to appeal from such order pursuant to the provisions of ORS chapter
183. [1993 c.173 §9] (1) A
certificate attached to a copy of a document filed by the Secretary of
State, bearing the Secretary of State’s signature, which may be in
facsimile, is conclusive evidence that the document or a facsimile
thereof is on file with the office.

(2) The provisions of ORS 56.110 shall apply to all documents filed
pursuant to this chapter. [1993 c.173 §10] (1) Anyone may
apply to the Secretary of State to furnish a certificate of existence for
a domestic limited liability company or a certificate of authorization
for a foreign limited liability company.

(2) A certificate of existence or authorization when issued means
that:

(a) The domestic limited liability company’s name or the foreign
limited liability company’s name is registered in this state;

(b) The domestic limited liability company is duly organized under
the laws of this state or the foreign limited liability company is
authorized to transact business in this state;

(c) All fees payable to the Secretary of State under this chapter
have been paid, if nonpayment affects the existence or authorization of
the domestic or foreign limited liability company;

(d) An annual report required by ORS 63.787 has been filed by the
Secretary of State within the preceding 14 months; and

(e) Articles of dissolution or an application for withdrawal have
not been filed by the Secretary of State.

(3) Subject to any qualification stated in the certificate, a
certificate of existence or authorization issued by the Secretary of
State may be relied upon as conclusive evidence that the domestic or
foreign limited liability company is in existence or is authorized to
transact business in this state. [1993 c.173 §11](Secretary of State) The Secretary of State has the power reasonably
necessary to perform the duties required of the Secretary of State by
this chapter. [1993 c.173 §12](Notice) (1) A person knows a fact if the
person has actual knowledge of it.

(2) A person has notice of a fact if the person:

(a) Knows of it;

(b) Has received a notification of it; or

(c) Has reason to know it exists from all the facts known to the
person at the time in question.

(3) A person notifies or gives notification to another by taking
steps reasonably required to inform the other person in the ordinary
course, whether or not the other person learns of it.

(4) A person receives a notification when the notification:

(a) Comes to the person’s attention; or

(b) Is addressed to the person and is duly delivered at the
person’s place of business or at any other place held out by the person
as a place for receiving communications.

(5) A person other than an individual knows, has notice or receives
a notification of a fact for purposes of a particular transaction when
the individual conducting the transaction knows, has notice or receives a
notification of the fact, or in any event when the fact would have been
brought to the individual’s attention if the person had exercised
reasonable diligence.

(6) Written notice to a domestic limited liability company or to a
foreign limited liability company authorized to transact business in this
state may be addressed to its registered agent at its registered office
or to the domestic or foreign limited liability company or its manager or
managers at its principal office or mailing address as shown in the
records of the office. [1993 c.173 §13; 1995 c.79 §17; 1999 c.86 §2]ORGANIZATION One or more individuals 18 years of age or older
or other entities may form a limited liability company by executing and
delivering articles of organization to the office for filing. Organizers
need not be members of the limited liability company. [1993 c.173 §14] (1) The articles of organization
shall set forth:

(a) The name of the limited liability company which satisfies the
requirements of ORS 63.094;

(b) The address, including street and number, and mailing address,
if different, of the limited liability company’s initial registered
office and the name of its initial registered agent at that office;

(c) A mailing address to which notices, as required by this
chapter, may be mailed until an address has been designated by the
limited liability company in its annual report;

(d) If the limited liability company is to be manager-managed, a
statement that the limited liability company will be manager-managed or a
statement that the limited liability company is to be managed by a
manager or managers;

(e) The name and address of each organizer;

(f) The latest date on which the limited liability company is to
dissolve or a statement that its existence is perpetual; and

(g) If a limited liability company is to render professional
service or services, as defined in ORS 58.015, the professional service
or services to be rendered through the limited liability company.

(2) The articles of organization may set forth any other
provisions, not inconsistent with law, for the regulation of the internal
affairs of the limited liability company, including any provision that is
required or permitted to be included in any operating agreement of the
limited liability company under this chapter.

(3) The articles of organization need not set forth any of the
powers enumerated in this chapter. [1993 c.173 §15; 1997 c.774 §10; 1999
c.86 §3; 2001 c.315 §51] (1) Unless a delayed effective date is
specified in the articles of organization, the limited liability
company’s existence begins when the articles of organization are filed by
the Secretary of State.

(2) The Secretary of State’s filing of the articles of organization
is conclusive proof that all conditions precedent to organization were
satisfied except in a proceeding by the state to cancel or revoke the
organization or involuntarily dissolve the limited liability company.
[1993 c.173 §16] All persons
purporting to act as or on behalf of a limited liability company, knowing
the limited liability company was not then in existence, are jointly and
severally liable for all liabilities created while so acting. [1993 c.173
§17] The operating agreement, if any, may
provide for the regulation and management of the affairs of the limited
liability company in any manner not inconsistent with law or the articles
of organization and may be in writing or oral. [1993 c.173 §18; 1995 c.93
§3]PURPOSES AND POWERS (1) Except as otherwise provided by the laws of
this state and in this section, a limited liability company formed under
this chapter may conduct or promote any lawful business or purpose which
a partnership, corporation or professional corporation as defined in ORS
58.015 may conduct or promote, unless a more limited purpose is set forth
in the articles of organization.

(2) Subject to the laws of this state, the rules and regulations of
the regulatory board of the profession, if any, and the standards of
professional conduct of the profession, if any, a limited liability
company or its members may render professional service in this state.
Notwithstanding any other law, members, including members who are
managers, of a limited liability company who are also professionals, as
defined in ORS 58.015, shall be personally liable as members of the
limited liability company to the same extent and in the same manner as
provided for shareholders of a professional corporation in ORS 58.185 and
58.187 and as otherwise provided in this chapter.

(3) A business that is subject to regulation under another statute
of this state may not be organized under this chapter if the business is
required to be organized only under the other statute. [1993 c.173 §19;
1995 c.93 §4; 1995 c.327 §4a; 1997 c.774 §11] (1) Unless its articles of organization
provide otherwise, the duration of a limited liability company shall be
perpetual.

(2) Unless its articles of organization provide otherwise, and
subject to the provisions of ORS 63.074 (2), each limited liability
company organized under this chapter may:

(a) Sue and be sued, and complain and defend in all courts in its
own name;

(b) Purchase, take, receive, lease, or otherwise acquire, own,
hold, improve, use and otherwise deal in or with real or personal
property or any interest in real or personal property, wherever situated;

(c) Sell, convey, mortgage, pledge, create a security interest in,
lease, exchange or transfer, and otherwise dispose of all or any part of
its property or assets;

(d) Purchase, take, receive, subscribe for or otherwise acquire,
own, hold, vote, use, employ, sell, mortgage, lend, pledge, otherwise
dispose of, and otherwise use or deal in or with other interests in or
obligations of any other entity;

(e) Make contracts or guarantees, incur liabilities, borrow money,
issue its notes or other obligations that may be convertible into other
securities of the limited liability company or include the option to
purchase other securities of the limited liability company, or secure any
of its obligations by mortgage or pledge of any of its property,
franchises or income;

(f) Lend money, invest or reinvest its funds, or receive and hold
real or personal property as security for repayment of funds so loaned,
invested or reinvested;

(g) Be a promoter, incorporator, general partner, limited partner,
member, associate or manager of any partnership, joint venture, trust or
other entity;

(h) Conduct its business, locate offices and exercise the powers
granted by this chapter within or without this state;

(i) Elect or appoint managers, employees or agents of the limited
liability company, define their duties, fix their compensation and lend
them money and credit;

(j) Make and alter an operating agreement, not inconsistent with
its articles of organization or with the laws of this state, for managing
its business and regulating its affairs;

(k) Pay pensions and establish pension plans, profit-sharing plans,
and benefit or incentive plans for any or all of its current or former
managers, members, employees and agents;

(L) Make donations for the public welfare or for charitable,
scientific or educational purposes;

(m) Transact any lawful business that will aid governmental policy;

(n) Indemnify a member or manager or any other person as and to the
extent not inconsistent with the provisions of this chapter;

(o) Cease its activities and dissolve; and

(p) Have and exercise all powers and do every other act not
inconsistent with law which is necessary or convenient to promote and
effect any or all of the purposes for which the limited liability company
is organized. [1993 c.173 §20; 1997 c.646 §2]NAME (1) The name of the limited
liability company shall contain the words “limited liability company” or
the abbreviation “L.L.C.” or “LLC.”

(2) A limited liability company name shall not contain the word or
abbreviation “cooperative,” “corporation,” “corp.,” “incorporated,”
“Inc.,” “limited partnership,” “L.P.,” “LP,” “Ltd.,” “limited liability
partnership,” “L.L.P.,” “LLP” or “partnership” or any derivation of any
of the foregoing.

(3) A limited liability company name shall be written in the
alphabet used to write the English language and may include Arabic and
Roman numerals and incidental punctuation.

(4) A limited liability company name shall be distinguishable upon
the records of the office from any other limited liability company name,
corporate name, professional corporate name, nonprofit corporate name,
cooperative name, limited partnership name, business trust name, reserved
name, registered corporate name or assumed business name of active record
with the office.

(5) The limited liability company name need not satisfy the
requirement of subsection (4) of this section if the applicant delivers
to the office a certified copy of a final judgment of a court of
competent jurisdiction that finds that the applicant has a prior or
concurrent right to use the limited liability company name in this state.

(6) The provisions of this section do not prohibit a limited
liability company from transacting business under an assumed business
name.

(7) The provisions of this section do not:

(a) Abrogate or limit the law governing unfair competition or
unfair trade practices; or

(b) Derogate from the common law, the principles of equity or the
statutes of this state or of the United States with respect to the right
to acquire and protect trade names. [1993 c.173 §21; 1995 c.93 §5] (1) A person may apply to the office to
reserve a limited liability company name. The application must set forth
the name and address of the applicant and the name proposed to be
reserved.

(2) If the Secretary of State finds that the limited liability
company name applied for conforms to ORS 63.094, the Secretary of State
shall reserve the name for the applicant for a 120-day period.

(3) A person may transfer the reservation of a limited liability
company name to another person by delivering to the office a notice of
the transfer executed by the person for whom the name was reserved and
specifying the name and address of the transferee. [1993 c.173 §22] (1) A foreign limited liability company may
apply to the office to register its name.

(2) The application must set forth the limited liability company
name, the state or country of its organization, the date of its
organization and a brief description of the nature of the business in
which it is engaged and a statement that it is not carrying on or doing
business in the State of Oregon. The application must be accompanied by a
certificate of existence or a document of similar import current within
60 days of delivery, duly authenticated by the official having custody of
the limited liability company records in the state or country under whose
law it is organized.

(3) If the Secretary of State finds that the name conforms to ORS
63.094, the Secretary of State shall register the name effective for one
year. [1993 c.173 §23]OFFICE AND AGENT (1) Each limited
liability company shall continuously maintain in this state a registered
agent and registered office that may be, but need not be, the same as any
of its places of business.

(2) A registered agent shall be:

(a) An individual who resides in this state and whose business
office is identical to the registered office;

(b) A domestic limited liability company, a domestic corporation, a
domestic professional corporation or a domestic nonprofit corporation
whose business office is identical to the registered office; or

(c) A foreign limited liability company, foreign corporation,
foreign professional corporation or foreign nonprofit corporation
authorized to transact business in this state whose business office is
identical to the registered office. [1993 c.173 §24; 2001 c.315 §27] (1) A
limited liability company may change its registered office or registered
agent by delivering to the office of the Secretary of State for filing a
statement of change that sets forth:

(a) The name of the limited liability company;

(b) If the registered office is to be changed, the address
including street and number of the new registered office;

(c) If the registered agent is to be changed, the name of the new
registered agent and that the new agent has consented to the appointment;
and

(d) That after the change or changes are made, the street addresses
of its registered office and the business office of its registered agent
will be identical.

(2) If a registered agent changes the street address of the agent’s
business office, the registered agent shall change the street address of
the registered office of the limited liability company for which the
agent is the registered agent by notifying the limited liability company
in writing of the change and signing, either manually or in facsimile,
and delivering to the office of the Secretary of State a statement that
complies with the requirements of subsection (1) of this section and
recites that the limited liability company has been notified of the
change.

(3) The filing of the statement by the Secretary of State shall
terminate the existing registered office or agent, or both, on the
effective date of the filing and establish the newly appointed registered
office or agent, or both, as that of the limited liability company. [1993
c.173 §25] (1) A registered agent may
resign as agent upon delivering a signed statement to the office and
giving notice in the form of a copy of the statement to the limited
liability company. The statement may include a statement that the
registered office is also discontinued.

(2) Upon delivery of the signed statement, the Secretary of State
shall file the resignation statement. The copy of the statement given to
the limited liability company under subsection (1) of this section shall
be addressed to the limited liability company at its mailing address or
its principal office as shown by the records of the office of the
Secretary of State.

(3) The agency appointment is terminated and the registered office
discontinued, if so provided, on the 31st day after the date on which the
statement was filed by the Secretary of State, unless the limited
liability company shall sooner appoint a successor registered agent as
provided in ORS 63.114 thereby terminating the capacity of such agent.
[1993 c.173 §26; 1993 c.173 §105] (1) The registered
agent appointed by a limited liability company shall be an agent of the
limited liability company upon whom any process, notice or demand
required or permitted by law to be served upon the limited liability
company may be served.

(2) The Secretary of State shall be an agent of a limited liability
company including a dissolved limited liability company upon whom any
such process, notice or demand may be served whenever the limited
liability company fails to appoint or maintain a registered agent in this
state or whenever the limited liability company’s registered agent cannot
with reasonable diligence be found at the registered office.

(3) Service shall be made on the Secretary of State by:

(a) Serving on the Secretary of State or a clerk on duty at the
office a copy of the process, notice or demand, with any papers required
by law to be delivered in connection with the service, and the required
fee for each party being served or by mailing to the office a copy of the
process, notice or demand and the required fee for each party being
served by certified or registered mail.

(b) Transmittal by the person instituting the proceedings of notice
of the service on the Secretary of State and copy of the process, notice
or demand and accompanying papers to the limited liability company being
served by certified or registered mail:

(A) At the last registered office of the limited liability company
as shown by the records on file in the office of the Secretary of State;
and

(B) At such address of the use of which the person initiating the
proceedings knows or, on the basis of reasonable inquiry, has reason to
believe is most likely to result in actual notice.

(c) Filing with the appropriate court or other body, as part of the
return of service, the return receipt of mailing and an affidavit of the
person initiating the proceedings stating that this section has been
complied with.

(4) The Secretary of State shall keep a record of all processes,
notices and demands served upon the Secretary of State under this section.

(5) After completion of initial service upon the Secretary of
State, no additional documents need be served upon the Secretary of State
to maintain jurisdiction in the same proceeding or to give notice of any
motion or provisional process.

(6) Nothing contained in this section shall limit or affect the
right to serve any process, notice or demand required or permitted by law
to be served upon a limited liability company in any other manner now or
hereafter permitted by law, or enlarge the purposes for which service on
the Secretary of State is permitted where such purposes are limited by
other provisions of law. [1993 c.173 §27]MANAGEMENT AND MANAGEMENT RIGHTS OF MEMBERS(1) In a member-managed limited liability
company, unless otherwise provided in the articles of organization or any
operating agreement:

(a) Each member has equal rights in the management and conduct of
the limited liability company’s business; and

(b) Except as otherwise provided in subsection (3) of this section,
any matter relating to the business of the limited liability company may
be decided by a majority of the members.

(2) In a manager-managed limited liability company, unless
otherwise provided in the articles of organization or any operating
agreement:

(a) Each manager has equal rights in the management and conduct of
the limited liability company’s business;

(b) Except as otherwise provided in subsections (3) and (4) of this
section, any matter relating to the business of the limited liability
company may be exclusively decided by the manager or, if there is more
than one manager, by a majority of the managers; and

(c) A manager:

(A) Must be designated, appointed, elected, removed or replaced by
a vote, approval or consent of a majority of the members; and

(B) Holds office until a successor has been elected and qualified,
unless the manager sooner resigns or is removed.

(3) Unless otherwise provided in the articles of organization or
any operating agreement, the following matters of a member-managed or a
manager-managed limited liability company require the consent of all of
the members:

(a) The amendment of the operating agreement or the articles of
organization under ORS 63.444;

(b) The compromise, as among the members, of an obligation to make
a contribution under ORS 63.180 (4) or to return money or other property
paid or distributed in violation of any provision of this chapter; and

(c) The consent to dissolve the limited liability company under ORS
63.621 (3).

(4) Unless otherwise provided in the articles of organization or
any operating agreement, the following matters of a member-managed or a
manager-managed limited liability company require the consent of a
majority of the members:

(a) The making of interim distributions under ORS 63.200, including
the redemption of an interest;

(b) The admission of a new member;

(c) The use of the limited liability company’s property to redeem
an interest subject to a charging order;

(d) The sale, lease, exchange, mortgage, pledge or other transfer
or disposition of all, or substantially all, of the limited liability
company’s property, with or without goodwill;

(e) The merger of the limited liability company with any other
entity;

(f) The conversion of the limited liability company into any other
type of entity;

(g) The incurring of indebtedness by the limited liability company
other than in the ordinary course of the business of the limited
liability company;

(h) A transaction involving an actual or a potential conflict of
interest between a member or a manager and the limited liability company;

(i) A change in the nature of the limited liability company’s
business; and

(j) Any other matter specified in the articles of organization or
any operating agreement as requiring member approval if no number or
percentage of members is otherwise stated.

(5) Unless otherwise provided in the articles of organization or
any operating agreement, action requiring the consent of members or
managers under this chapter may be taken without a meeting.

(6) Unless otherwise provided in the articles of organization or
any operating agreement, a member or manager may appoint a proxy to vote
or otherwise act for the member or manager by signing an appointment
instrument, either personally or by the member’s or manager’s
attorney-in-fact.

(7) Unless the context clearly requires otherwise, references in
this chapter to managers apply both to managers of a manager-managed
limited liability company and to members of a member-managed limited
liability company. [1993 c.173 §28; 1999 c.86 §4](1) Subject to subsections (2) and (3) of this section:

(a) Each member is an agent of the limited liability company for
the purpose of its business, and an act of a member, including the
signing of an instrument in the limited liability company’s name, for
apparently carrying on in the ordinary course the business of the limited
liability company, or business of the kind carried on by the limited
liability company, binds the limited liability company unless the member
had no authority to act for the limited liability company in the
particular matter and the person with whom the member was dealing knew or
had notice that the member lacked authority.

(b) An act of a member that is not apparently for carrying on in
the ordinary course the business of the limited liability company, or
business of the kind carried on by the limited liability company, binds
the limited liability company only if the act was authorized by the other
members.

(2) Subject to subsection (3) of this section, in a manager-managed
limited liability company:

(a) A member is not an agent of the limited liability company for
the purpose of its business solely by reason of being a member. Each
manager is an agent of the limited liability company for the purpose of
its business, and an act of a manager, including the signing of an
instrument in the limited liability company’s name, for apparently
carrying on in the ordinary course the business of the limited liability
company, or business of the kind carried on by the limited liability
company, binds the limited liability company unless the manager had no
authority to act for the limited liability company in the particular
matter and the person with whom the manager was dealing knew or had
notice that the manager lacked authority.

(b) An act of a manager that is not apparently for carrying on in
the ordinary course the business of the limited liability company, or
business of the kind carried on by the limited liability company, binds
the limited liability company only if the act was authorized under ORS
63.130.

(3) Unless the articles of organization limit their authority, any
member of a member-managed limited liability company or manager of a
manager-managed limited liability company may sign and deliver any
instrument transferring or affecting the limited liability company’s
interest in real property. The instrument is conclusive in favor of a
person who gives value without knowledge of the lack of the authority of
the person signing and delivering the instrument. [1993 c.173 §30; 1999
c.86 §5] (1) The only fiduciary
duties a member owes to a member-managed limited liability company and
its other members are the duty of loyalty and the duty of care set forth
in subsections (2) and (3) of this section.

(2) A member’s duty of loyalty to a member-managed limited
liability company and its other members includes the following:

(a) To account to the limited liability company and hold for it any
property, profit or benefit derived by the member in the conduct and
winding up of the limited liability company’s business or derived from a
use by the member of limited liability company property, including the
appropriation of a limited liability company opportunity;

(b) Except as provided in subsections (5) and (6) of this section,
to refrain from dealing with the limited liability company in a manner
adverse to the limited liability company and to refrain from representing
a person with an interest adverse to the limited liability company, in
the conduct or winding up of the limited liability company’s business; and

(c) To refrain from competing with the limited liability company in
the conduct of the business of the limited liability company before the
dissolution of the limited liability company.

(3) A member’s duty of care to a member-managed limited liability
company and the other members in the conduct and winding up of the
business of the limited liability company is limited to refraining from
engaging in grossly negligent or reckless conduct, intentional misconduct
or a knowing violation of law.

(4) A member shall discharge the duties to a member-managed limited
liability company and the other members under this chapter or under any
operating agreement of the limited liability company and exercise any
rights consistent with the obligation of good faith and fair dealing.

(5) A member of a member-managed limited liability company does not
violate a duty or obligation under this chapter or under any operating
agreement of the limited liability company merely because the member’s
conduct furthers the member’s own interest.

(6) A member of a member-managed limited liability company may lend
money to or transact other business with the limited liability company,
provided that any loan or transaction between the member and the limited
liability company must be:

(a) Fair to the limited liability company;

(b) Authorized by an operating agreement; or

(c) Authorized or ratified by a majority of the disinterested
members or by a number or percentage of members specified in the
operating agreement after full disclosure of all material facts.

(7) Loans and other transactions between a member-managed limited
liability company and a member are binding on the parties in the same
manner as transactions between the limited liability company and persons
who are not members, subject to other applicable law.

(8) This section also applies to a person who is not a member and
who is winding up the limited liability company’s business.

(9) In a manager-managed limited liability company:

(a) A member who is not also a manager owes no duties to the
limited liability company or the other members solely by reason of being
a member;

(b) A manager is held to the same standards of conduct prescribed
for members in subsections (2) to (8) of this section;

(c) A member who, pursuant to an operating agreement, exercises
some or all of the rights of a manager in the management and conduct of
the limited liability company’s business is held to the standards of
conduct described in subsections (2) to (8) of this section to the extent
that the member exercises the managerial authority vested in a manager by
this chapter; and

(d) A manager is relieved of liability imposed by law for violation
of the standards prescribed by this section to the extent, if any, of the
managerial authority delegated to the members who are not also managers
by an operating agreement.

(10) The articles of organization or an operating agreement of a
limited liability company may not:

(a) Eliminate completely the duty of loyalty under subsection (2)
of this section, but the articles of organization or an operating
agreement may:

(A) Identify specific types or categories of activities that do not
violate the duty of loyalty, if not unconscionable; and

(B) Specify the number or percentage of members, whether interested
or disinterested, or disinterested managers that may authorize or ratify,
after full disclosure of all material facts, a specific act or
transaction that otherwise would violate the duty of loyalty.

(b) Unreasonably reduce the duty of care under subsection (3) of
this section.

(c) Eliminate completely the obligation of good faith and fair
dealing under subsection (4) of this section, but the articles of
organization or an operating agreement may determine the standards by
which performance of the obligation of good faith and fair dealing is to
be measured, if the standards are not unconscionable.

(11) For the purposes of subsection (10)(a) of this section,
specific types or categories of activities that may be identified as not
violating the duty of loyalty include, but are not limited to:

(a) Competing with the limited liability company in the conduct of
the business of the limited liability company before the dissolution of
the limited liability company; and

(b) Entering into or engaging in, for a member’s own account, an
investment, business, transaction or activity that is similar to the
investments, businesses, transactions or activities of the limited
liability company without:

(A) First offering the limited liability company or the other
members an opportunity to participate in the investment, business,
transaction or activity; or

(B) Having any obligation to account to the limited liability
company or the other members for the investment, business, transaction or
activity or the profits from the investment, business, transaction or
activity. [1993 c.173 §33; 1999 c.86 §8; 2001 c.315 §23] The articles of
organization or any operating agreement may provide for indemnification
of any person for acts or omissions as a member, manager, employee or
agent and may eliminate or limit the liability of a member, manager,
employee or agent to the limited liability company or its members for
damages from such acts or omissions. However, no such provision shall
eliminate or limit the liability or provide for indemnification of a
member of a member-managed limited liability company or a manager of a
manager-managed limited liability company for any act or omission
occurring prior to the date when such provision became effective, and no
such provision shall eliminate or limit the liability or provide for
indemnification of a member or manager for:

(1) Any breach of the member’s or manager’s duty of loyalty to the
limited liability company or its members;

(2) Acts or omissions not in good faith which involve intentional
misconduct or a knowing violation of law;

(3) Any unlawful distribution under ORS 63.235; or

(4) Any transaction from which the member or manager derives an
improper personal benefit. [1993 c.173 §34; 1995 c.93 §7; 1997 c.646 §16;
1999 c.86 §9] (1) The debts,
obligations and liabilities of a limited liability company, whether
arising in contract, tort or otherwise, are solely the debts, obligations
and liabilities of the limited liability company. A member or manager is
not personally liable for a debt, obligation or liability of the limited
liability company solely by reason of being or acting as a member or
manager.

(2) The failure of a limited liability company to observe the usual
limited liability company formalities or requirements relating to the
exercise of its limited liability company powers or management of its
business is not a ground for imposing personal liability on the members
or managers for liabilities of the limited liability company. [1993 c.173
§35; 1999 c.86 §10]A limited liability company is liable
for loss or injury caused to a person, or for a penalty incurred, as a
result of a wrongful act or omission, or other actionable conduct, of a
member or manager acting in the ordinary course of the business of the
limited liability company or with authority of the limited liability
company. [1999 c.86 §7]FINANCES The contributions of a member to the limited
liability company may consist of cash, property, services rendered, a
promissory note or other obligation to contribute cash or property or to
perform services. [1993 c.173 §36] (1) A promise by a member to
contribute to the limited liability company is not enforceable unless it
is set out in writing and signed by the member.

(2) Except as provided in the articles of organization or any
operating agreement, a member is obligated to the limited liability
company to perform any enforceable promise to contribute cash or property
or to perform services, even if the member is unable to perform because
of death, disability or any other reason.

(3) If a member does not make a required contribution of property
or services, the member is obligated, at the option of the limited
liability company, to contribute cash equal to the portion of the value
of the contribution, as stated in the limited liability company records
required to be kept pursuant to ORS 63.771, that has not been made.

(4) Unless otherwise provided in the articles of organization or
any operating agreement, the obligation of a member to make a
contribution may be compromised only by consent of all members.
Notwithstanding the compromise, a creditor of the limited liability
company may enforce the original obligation if the creditor acted in
reliance on that obligation before the amendment or cancellation of the
obligation to reflect the compromise. [1993 c.173 §37] (1) The profits and losses
of a limited liability company shall be allocated among the members, and
among classes of members, in the manner provided in the articles of
organization or any operating agreement.

(2) If neither the articles of organization nor any operating
agreement provides for an allocation of profits and losses, then profits
and losses shall be allocated among all the members equally.

(3) If profits, but not losses, are allocated in the articles of
organization or any operating agreement, then losses shall be deemed
allocated in the same proportion as profits. If losses, but not profits,
are allocated in the articles of organization or any operating agreement,
then profits shall be deemed allocated in the same proportion as losses.

(4) Except as otherwise provided in the articles of organization or
any operating agreement, if after formation of the limited liability
company a member is admitted to the limited liability company as
described in ORS 63.245 (2)(a), then the profits and losses of the
limited liability company shall be allocated among the members as follows:

(a) Profits and losses that would have been realized on the date of
admission of the additional member if all the assets of the limited
liability company were then sold at their fair value shall be allocated
among only the members of the limited liability company who are members
immediately prior to the new member’s admission based on the respective
shares of profits and losses of such preexisting members before such
admission. Thereafter the amount of profits or losses so allocated shall
be treated as an adjustment to the contributions made by the preexisting
members to the limited liability company; except that if the provisions
of this subsection have been applied previously by the limited liability
company in connection with the admission of a new member, the profits and
losses allocated pursuant to this subsection shall be only those profits
and losses realized since the most recent admittance of a new member; and

(b) Profits and losses realized by the limited liability company
subsequent to the date of admission of the additional member shall be
allocated among all the members, including the additional member, based
on the respective shares of profits and losses of all the members after
such admission. [1993 c.173 §38; 1995 c.93 §8]DISTRIBUTIONS AND WITHDRAWAL Distributions of cash
or other assets of a limited liability company before the dissolution and
winding up of the limited liability company shall be allocated among the
members, and among classes of members, in the manner provided in the
articles of organization or any operating agreement. If neither the
articles of organization nor any operating agreement provides for such
allocations, such distributions shall be allocated among the members in
proportion to their right to share in the profits of the limited
liability company. [1993 c.173 §39] Except as provided in ORS
63.205 to 63.235, a member is entitled to receive distributions from a
limited liability company before the member’s withdrawal from the limited
liability company and before the dissolution and winding up of the
limited liability company to the extent and at the times or upon the
occurrence of the events specified in the articles of organization or any
operating agreement. [1993 c.173 §40] (1) A member may voluntarily
withdraw from a limited liability company:

(a) At the time or upon the occurrence of events specified in the
articles of organization or any operating agreement; or

(b) Upon not less than six months’ prior written notice to the
limited liability company, unless the articles of organization or any
operating agreement expressly provide that a member has no power to
withdraw voluntarily from the limited liability company or otherwise
expressly limit or condition such power.

(2) If a member with the power to withdraw voluntarily from a
limited liability company exercises that power, but the withdrawal is in
breach of any provision of the articles of organization or any operating
agreement, then, unless otherwise provided in the articles of
organization or any operating agreement, the limited liability company,
in addition to any other remedy available at law or in equity, may
recover from the withdrawing member damages incurred by the limited
liability company as a result of the breach and may offset the damages
against any amounts otherwise distributable or payable to the withdrawing
member.

(3) Unless otherwise provided in the articles of organization or
any operating agreement, in the case of a limited liability company for a
definite term or particular undertaking, a voluntary withdrawal by a
member before the expiration of that term or completion of that
undertaking is a breach of the applicable articles of organization or any
operating agreement. [1993 c.173 §41; 1995 c.93 §9; 1997 c.646 §3] (1) A member may be expelled from a
limited liability company:

(a) In accordance with a written provision in the articles of
organization or any operating agreement; or

(b) Except as otherwise provided in writing in the articles of
organization or any operating agreement, by a court, upon application of
any member, if the court determines that:

(A) The member has been guilty of wrongful conduct that adversely
and materially affects the business or affairs of the limited liability
company; or

(B) The member has willfully or persistently committed a material
breach of the articles of organization or any operating agreement or
otherwise breached a duty owed to the limited liability company or the
other members to the extent that it is not reasonably practicable to
carry on the business or affairs of the limited liability company with
that member.

(2) The power of a limited liability company to expel a member
pursuant to this section does not limit or adversely affect any right or
power of the limited liability company to recover any damages or to
pursue any other remedies provided for in the articles of organization or
any operating agreement or permitted under applicable law or at equity.
The limited liability company, in addition to any of its other remedies,
may offset any such damages against any amounts otherwise distributable
or payable to the expelled member. [1993 c.173 §42; 1995 c.93 §10] Except as provided in the articles of
organization or any operating agreement:

(1) No member, regardless of the nature of the member’s
contribution, has any right to demand and receive any distribution from a
limited liability company in any form other than cash; and

(2) No member may be compelled to accept a distribution of any
asset in kind from a limited liability company to the extent that the
percentage of the asset distributed to the member exceeds a percentage of
that asset that is equal to the percentage in which the member shares in
operating or liquidating distributions, as the case may be, from the
limited liability company. [1993 c.173 §44] When a member becomes entitled to
receive a distribution, the member has the status of and is entitled to
all remedies available to a creditor of the limited liability company
with respect to the distribution. [1993 c.173 §45] (1) A distribution may be made
by a limited liability company to any member only if, after giving effect
to the distribution, in the judgment of the members, for a member-managed
limited liability company, or the managers, for a manager-managed limited
liability company:

(a) The limited liability company would be able to pay its debts as
they become due in the ordinary course of business; and

(b) The fair value of the total assets of the limited liability
company would at least equal the sum of:

(A) Its total liabilities; plus

(B) Unless the articles of organization permit otherwise, the
amount that would be needed, if the limited liability company were to be
dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution, if any, of other members that are superior to
the rights of the members receiving the distribution.

(2) The members or managers of a limited liability company may base
a determination that a distribution is not prohibited under subsection
(1) of this section either on:

(a) Financial statements that the members or managers reasonably
believe have been prepared on the basis of accounting practices and
principles that are reasonable in the circumstances; or

(b) A fair valuation or other method that the members or managers
reasonably believe is reasonable in the circumstances.

(3) For purposes of this section, the amount, if any, by which a
liability as to which the recourse of creditors is limited to specific
property of the limited liability company exceeds the fair value of such
specific property shall be disregarded as a liability of the limited
liability company.

(4) The effect of a distribution under subsection (1) of this
section is measured for purposes of this section:

(a) In the case of distribution by purchase, retirement or other
acquisition of all or a portion of a member’s interest in the limited
liability company, as of the earlier of the date the money or other
property is transferred or debt incurred by the limited liability company
or the date the member ceases to be a member with respect to the
membership interest purchased, retired or otherwise acquired;

(b) In the case of any other distribution of indebtedness, as of
the date the indebtedness is distributed; and

(c) In all other cases, as of the date a distribution is authorized
if the payment occurs within 120 days after the date of authorization or
the date the payment is made if it occurs more than 120 days after the
date of authorization.

(5) A limited liability company’s indebtedness to a member incurred
by reason of a distribution made in accordance with this section is at
parity with the limited liability company’s indebtedness to its general
unsecured creditors, unless the member agrees to subordination or the
limited liability company grants the member a security interest or other
lien against limited liability company assets to secure the indebtedness.
[1993 c.173 §46; 1999 c.86 §11] (1) A member of a
member-managed limited liability company or a member or manager of a
manager-managed company who votes for or assents to a distribution made
in violation of ORS 63.229, the articles of organization or any operating
agreement, is personally liable to the limited liability company for the
amount of the distribution that exceeds the amount that could have been
distributed without violating ORS 63.229, the articles of organization or
any operating agreement, if it is established that the member or manager
did not perform the member’s or manager’s duties in compliance with ORS
63.155.

(2) A member of a manager-managed limited liability company who
receives a distribution knowing that it was made in violation of ORS
63.229 is personally liable to the limited liability company, but only to
the extent that the distribution received by the member exceeded the
amount that could have been properly paid under ORS 63.229.

(3) A member or manager against whom an action is brought under
subsection (1) of this section may implead in the action all:

(a) Other members or managers who voted for or assented to the
distribution in violation of subsection (1) of this section and may
compel contribution from them; and

(b) Members who received a distribution in violation of subsection
(2) of this section and may compel contribution from them in the amount
received in violation of subsection (2) of this section.

(4) A proceeding under this section is barred unless it is
commenced within two years after the distribution. [1993 c.173 §47; 1995
c.93 §12; 1999 c.86 §12]MEMBERSHIP INTEREST A membership interest is
personal property. A member is not a coowner of and has no interest in
specific limited liability company property. [1993 c.173 §48] (1) A person becomes a member of a
limited liability company on the later of:

(a) The date the initial articles of organization are filed; or

(b) The date stated in the records of the limited liability company
as the date the person becomes a member.

(2) After the filing of the limited liability company’s initial
articles of organization, a person may be admitted as a member of the
limited liability company upon compliance with the articles of
organization or any operating agreement, or, if neither the articles of
organization nor any operating agreement so provide:

(a) In the case of a person acquiring a membership interest
directly from the limited liability company, upon the consent of a
majority of the members;

(b) In the case of an assignee of a limited liability company
membership interest not governed by paragraph (c) of this section, upon
the consent of a majority of the members other than the assignor; or

(c) In the case of an assignee of a membership interest in a
limited liability company in which, immediately following the assignment,
the limited liability company otherwise would have no members,
simultaneously with and upon the assignment of the membership interest.
[1993 c.173 §49; 1995 c.93 §13; 1997 c.646 §4]
Except as provided in the articles of organization or any operating
agreement:

(1) A membership interest is assignable in whole or in part.

(2) An assignment of a membership interest does not itself dissolve
the limited liability company.

(3) Until the assignee of a membership interest becomes a member
with respect to the interest, the assignee shall have the assignor’s
right to receive and retain, to the extent assigned, the distributions,
as and when made, and allocations of profits and losses to which the
assignor would be entitled, but shall not exercise any other rights of a
member, including without limitation the right to vote or otherwise
participate in the management and affairs of the limited liability
company.

(4) Except as otherwise provided in ORS 63.229 and 63.235, until
the assignee of a membership interest becomes a member, the assignee has
no liability, duty or obligation as a member solely as a result of the
assignment.

(5) The assignor of all or a portion of a membership interest
ceases to be a member with respect to the interest assigned, but is not
released from liability as a member accruing or arising prior to
assignment solely as a result of the assignment, and is not relieved of
any fiduciary duties the assignor otherwise may continue to owe the
limited liability company or its remaining members.

(6) Any otherwise permissible assignment of a membership interest
shall be effective as to and binding on the limited liability company
only after reasonable notice of and proof of the assignment have been
provided to the managers of the limited liability company.

(7) The pledge of, or granting of a security interest, lien, or
other encumbrance in or against all or any portion of the membership
interest of a member is not an assignment of the member’s interest. [1993
c.173 §50; 1997 c.646 §5] (1) An assignee who
becomes a member as to the assigned interest has the rights and powers,
and is subject to the restrictions and liabilities, of a member under
this chapter, the articles of organization and any operating agreement.
An assignee who becomes a member also is liable for any obligations of
the assignee’s assignor to make contributions under ORS 63.180. However,
the assignee is not obligated merely by becoming a member for any other
liabilities for which the assignor was liable that were unknown to the
assignee at the time the assignee became a member and that could not be
ascertained from the articles of organization.

(2) Whether or not an assignee of a membership interest becomes a
member, the assignor is not released from the assignor’s liability to the
limited liability company to make contributions under ORS 63.180. [1993
c.173 §51; 1995 c.93 §14; 1997 c.646 §6] On application
to a court of competent jurisdiction by any judgment creditor of a
member, the court may charge the membership interest of the member with
payment of the unsatisfied amount of the judgment with interest. To the
extent so charged, the judgment creditor has only the rights of an
assignee of the membership interest. This chapter shall not deprive any
member of the benefit of any exemption laws applicable to the member’s
membership interest. [1993 c.173 §52] Except as otherwise provided in the
articles of organization or any operating agreement:

(1) A member shall cease to be a member in a limited liability
company upon the member’s death, incompetency, bankruptcy, dissolution,
withdrawal, expulsion or assignment of the member’s entire membership
interest.

(2)(a) Except as otherwise provided in paragraph (b) of this
subsection, following the cessation of the member’s interest, the holder
of the former member’s interest shall be considered an assignee of such
interest and shall have all the rights, duties and obligations of an
assignee under this chapter.

(b) If the member who ceases to be a member is the only member of
the limited liability company, the holder of the former member’s interest
shall become a member simultaneously with and upon the cessation of the
former member’s interest. [1993 c.173 §53; 1995 c.93 §15; 1997 c.646 §7]AMENDMENT OF ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT (1) An operating agreement of a limited
liability company may provide for the regulation and management of the
affairs of the limited liability company in any manner not inconsistent
with law or the articles of organization.

(2) The power to adopt, alter, amend or repeal an operating
agreement of a limited liability company shall be vested in the members
of the limited liability company, or for a single member limited
liability company, in the sole member of the limited liability company,
unless otherwise vested in a manager or managers of the limited liability
company by the articles of organization or any operating agreement.

(3) The members may amend or repeal any operating agreement even if
the articles of organization or any operating agreement provide that a
manager or managers may amend or repeal an operating agreement. [1993
c.173 §70; 1997 c.646 §8] (1) Consistent with
the provisions of this chapter, a limited liability company may amend its
articles of organization at any time to add, change or delete any
provision, provided that the articles of organization as amended contain
only such provisions as are required or permitted in initial articles of
organization under this chapter as of the effective date of the amendment.

(2) A limited liability company amending its articles of
organization shall deliver articles of amendment to the office for filing.

(3) Articles of amendment shall contain:

(a) The name of the limited liability company;

(b) The text of each amendment adopted;

(c) The date of each amendment’s adoption;

(d) If an amendment was adopted by the managers without member
action, a statement to that effect and a statement that member action was
not required; and

(e) If an amendment was approved by the members, a statement that
the member approval required under ORS 63.444, the articles of
organization or any operating agreement has been obtained and a statement
of the percentage of such members’ approval. [1993 c.173 §71] (1) The managers of a
manager-managed limited liability company may restate its articles of
organization at any time with or without member action.

(2) The restatement may include one or more amendments to the
articles of organization. If the restatement includes an amendment
requiring member approval, it must be adopted as provided in ORS 63.444.

(3) A limited liability company restating its articles of
organization shall deliver to the office for filing articles of
restatement setting forth the name of the limited liability company and
the text of the restated articles of organization together with a
certificate setting forth:

(a) Whether the restatement contains an amendment to the articles
of organization requiring member approval and, if it does not, that the
managers adopted the restatement; or

(b) If the restatement contains an amendment to the articles of
organization requiring member approval, the information required by ORS
63.434.

(4) Restated articles of organization shall contain all statements
required to be included in the initial articles of organization except
that no statement is required to be made with respect to:

(a) The names and addresses of the organizers or the initial or
present registered office or agent; or

(b) The mailing address of the limited liability company if an
annual report has been filed with the office of the Secretary of State.

(5) Duly adopted restated articles of organization supersede the
initial articles of organization and all amendments to them. [1993 c.173
§72; 1999 c.86 §13] Except as provided in the articles of
organization, the manager or managers of a manager-managed limited
liability company may adopt without member action one or more amendments
to the articles of organization to:

(1) Delete the names and addresses of the initial managers, if
named in the initial articles of organization;

(2) Delete the name and address of the initial registered agent or
registered office, if a statement of change is filed with the office of
the Secretary of State;

(3) Delete the mailing address of the limited liability company if
a report reflecting the mailing address has been filed with the office of
the Secretary of State;

(4) Change the limited liability company’s name by substituting
“limited liability company” for the abbreviation “L.L.C.” or “LLC,”
substituting the abbreviation “L.L.C.” for “limited liability company” or
“LLC,” or substituting the abbreviation “LLC” for “limited liability
company” or “L.L.C.”; or

(5) Make any other changes expressly permitted by this chapter to
be made without member action. [1993 c.173 §73; 1995 c.93 §16; 1999 c.86
§14] Except as otherwise provided in ORS
63.441 or in the articles of organization or any operating agreement, all
amendments to the articles of organization or any operating agreement
must be approved unanimously by the members. Unless otherwise provided in
the articles of organization or any operating agreement, the managers, if
any, of the limited liability company may, but need not, propose or take
a position recommending or disapproving any such proposed amendment.
[1993 c.173 §74; 1995 c.93 §17; 1997 c.646 §9]CONVERSIONS AND MERGERS

(1) “Business entity” means:

(a) Any of the following for-profit entities:

(A) A professional corporation organized under ORS chapter 58,
predecessor law or comparable law of another jurisdiction;

(B) A corporation organized under ORS chapter 60, predecessor law
or comparable law of another jurisdiction;

(C) A limited liability company organized under this chapter or
comparable law of another jurisdiction;

(D) A partnership organized in Oregon after January 1, 1998, or
that is registered as a limited liability partnership, or that has
elected to be governed by ORS chapter 67, and a partnership governed by
law of another jurisdiction that expressly provides for conversions and
mergers; and

(E) A limited partnership organized under ORS chapter 70,
predecessor law or comparable law of another jurisdiction; and

(b) A cooperative organized under ORS chapter 62, predecessor law
or comparable law of another jurisdiction.

(2) “Organizational document” means the following for an Oregon
business entity or, for a foreign business entity, a document equivalent
to the following:

(a) In the case of a corporation, professional corporation or
cooperative, articles of incorporation;

(b) In the case of a limited liability company, articles of
organization;

(c) In the case of a partnership, a partnership agreement and, for
a limited liability partnership, its registration; and

(d) In the case of a limited partnership, a certificate of limited
partnership.

(3) “Owner” means a:

(a) Shareholder of a corporation or of a professional corporation;

(b) Member or shareholder of a cooperative;

(c) Member of a limited liability company;

(d) Partner of a partnership; and

(e) General partner or limited partner of a limited partnership.
[1999 c.362 §31; 2003 c.80 §27] (1) A business entity other than a limited
liability company may be converted to a limited liability company
organized under this chapter, and a limited liability company organized
under this chapter may be converted to another business entity organized
under the laws of this state, if conversion is permitted by the statutes
governing the other business entity, by approving a plan of conversion
and filing articles of conversion. A limited liability company organized
under this chapter may be converted to a business entity organized under
the laws of another jurisdiction if:

(a) The conversion is permitted by the laws of that jurisdiction;

(b) A plan of conversion is approved by the converting limited
liability company;

(c) Articles of conversion are filed in this state;

(d) The converted business entity submits an application to
transact business as a foreign business entity of that type to the
Secretary of State for filing and meets all other requirements prescribed
under the laws of this state for authorization to transact business as a
foreign business entity of that type; and

(e) The limited liability company complies with any requirements
imposed under the laws of the other jurisdiction with respect to the
conversion.

(2) The plan of conversion shall set forth:

(a) The name and type of the business entity prior to conversion;

(b) The name and type of the business entity after conversion;

(c) A summary of the material terms and conditions of the
conversion;

(d) The manner and basis of converting the ownership interests of
each owner into ownership interests or obligations of the converted
business entity or any other business entity, or into cash or other
property in whole or in part; and

(e) Any additional information required in the organizational
document of the converted business entity by the statutes governing that
type of business entity.

(3) The plan of conversion may set forth other provisions relating
to the conversion. [1999 c.362 §32; 2001 c.315 §16; 2003 c.80 §20] (1) A plan of conversion shall
be approved as follows:

(a) In the case of a limited liability company, by a majority vote
of its members, or by a greater vote if required by its articles of
organization or any operating agreement.

(b) In the case of a business entity other than a limited liability
company, as provided by the statutes governing that business entity.

(2) After a conversion is approved, and at any time before articles
of conversion are filed, the planned conversion may be abandoned, subject
to any contractual rights:

(a) By a limited liability company, without further action by the
members, in accordance with the procedure set forth in the plan of
conversion or, if none is set forth, in the manner determined by the
managers.

(b) By a converting business entity that is not a limited liability
company, in accordance with the procedure set forth in the plan of
conversion or, if none is set forth, in the manner permitted by the
statutes governing that business entity. [1999 c.362 §33] (1) After conversion is approved by
the owners, the converting business entity shall file articles of
conversion, which shall state the name and type of business entity prior
to conversion and the name and type of business entity after conversion,
and shall include the plan of conversion.

(2) The conversion takes effect at the later of the date and time
determined pursuant to ORS 63.011 or the date and time determined
pursuant to the statutes governing the business entity that is not a
limited liability company. [1999 c.362 §34; 2001 c.315 §9](1) When a conversion to or from a limited liability
company pursuant to ORS 63.470 takes effect:

(a) The business entity continues its existence despite the
conversion;

(b) Title to all real estate and other property owned by the
converting business entity is vested in the converted business entity
without reversion or impairment;

(c) All obligations of the converting business entity including,
without limitation, contractual, tort, statutory and administrative
obligations are obligations of the converted business entity;

(d) An action or proceeding pending against the converting business
entity or its owners may be continued as if the conversion had not
occurred, or the converted business entity may be substituted as a party
to the action or proceeding;

(e) The ownership interests of each owner that are to be converted
into ownership interests or obligations of the converted business entity
or any other business entity, or into cash or other property, are
converted as provided in the plan of conversion;

(f) Liability of an owner for obligations of the business entity
shall be determined:

(A) As to liabilities incurred by the business entity prior to
conversion, according to laws applicable prior to conversion; and

(B) As to liabilities incurred by the business entity after
conversion, according to laws applicable after conversion, except as
provided in paragraph (g) of this subsection;

(g) If prior to conversion an owner of a business entity was a
partner of a partnership or general partner of a limited partnership and
was personally liable for the business entity’s liabilities, and after
conversion is an owner normally protected from personal liability, then
such owner shall continue to be personally liable for the business
entity’s liabilities incurred during the 12 months following conversion,
if the other party or parties to the transaction reasonably believed that
the owner would be personally liable and had not received notice of the
conversion; and

(h) Unless the converted business entity is a partnership, the
registration of an assumed business name of a business entity under ORS
chapter 648 shall continue as the assumed business name of the converted
business entity. If the converted business entity is a partnership, the
converting business entity shall amend or cancel the registration of the
assumed business name under ORS chapter 648, and the partners of the
partnership shall register the name as an assumed business name under ORS
chapter 648.

(2) Owners of the business entity that converted are entitled to:

(a) In the case of limited liability companies, only the rights
provided in the plan of conversion; and

(b) In the case of owners of business entities other than limited
liability companies, the rights provided in the plan of conversion and in
the statutes applicable to the business entity prior to conversion,
including, without limitation, any rights to dissent, to dissociate, to
withdraw, to recover for breach of any duty or obligation owed by the
other owners, and to obtain an appraisal or payment for the value of an
owner’s interest. [1999 c.362 §35; 2001 c.315 §4] (1) One or more business entities may merge into a
limited liability company organized under this chapter if the merger is
permitted by the statutes governing each other business entity that is a
party to the merger, a plan of merger is approved by each business entity
that is a party to the merger and articles of merger are filed. A limited
liability company organized under this chapter may be merged into a
business entity organized under the laws of this state or under the laws
of another jurisdiction if:

(a) The merger is permitted by the laws of this state or by the
laws of the other jurisdiction that govern the other business entity;

(b) A plan of merger is approved by each business entity that is a
party to the merger;

(c) Articles of merger are filed in this state; and

(d) The limited liability company complies with any requirements
imposed under the laws of this state and, if applicable, the laws of the
other jurisdiction with respect to the merger.

(2) The plan of merger shall set forth:

(a) The name and type of each business entity planning to merge;

(b) The name and type of the business entity that will survive;

(c) A summary of the material terms and conditions of the merger;

(d) The manner and basis of converting the ownership interests of
each owner into ownership interests or obligations of the surviving
business entity or any other business entity, or into cash or other
property in whole or in part; and

(e) If any party is a business entity other than a limited
liability company, any additional information required for a merger by
the statutes governing that business entity.

(3) The plan of merger may set forth:

(a) Amendments to the articles of organization of a limited
liability company, if that company is the surviving business entity; and

(b) Other provisions relating to the merger. [1993 c.173 §90; 1999
c.362 §36; 2001 c.315 §17; 2003 c.80 §21] (1) A plan of merger shall be
approved by each business entity that is a party to the merger, as
follows:

(a) In the case of a limited liability company, by a majority vote
of its members, or by a greater vote if required by its articles of
organization or any operating agreement.

(b) In the case of a business entity other than a limited liability
company, as provided by the statutes governing that business entity.

(2) After a merger is authorized, and at any time before articles
of merger are filed, the planned merger may be abandoned, subject to any
contractual rights:

(a) By the limited liability company, without further action by the
members, in accordance with the procedure set forth in the plan of merger
or, if none is set forth, in the manner determined by the managers.

(b) By a party to the merger that is not a limited liability
company, in accordance with the procedure set forth in the plan of merger
or, if none is set forth, in the manner permitted by the statutes
governing that business entity. [1993 c.173 §91; 1999 c.362 §37] (1) After a plan of merger is approved
by each business entity that is a party to the merger, the surviving
business entity shall deliver to the office of the Secretary of State,
for filing, articles of merger setting forth:

(a) The plan of merger; and

(b) A statement that the plan of merger was duly authorized and
approved by each business entity that is a party to the merger in
accordance with ORS 63.487.

(2) The merger takes effect on the later of the date and time
determined pursuant to ORS 63.011 or the date and time determined
pursuant to the statutes governing any party to the merger that is a
business entity other than a limited liability company. [1993 c.173 §92;
1999 c.362 §38] (1) When a merger involving a limited
liability company takes effect:

(a) Every other business entity that is a party to the merger
merges into the surviving business entity, and the separate existence of
every other party ceases;

(b) Title to all real estate and other property owned by each of
the business entities that were parties to the merger is vested in the
surviving business entity without reversion or impairment;

(c) All obligations of each of the business entities that were
parties to the merger, including, without limitation, contractual, tort,
statutory and administrative obligations, are obligations of the
surviving business entity;

(d) An action or proceeding pending against each of the business
entities or its owners that were parties to the merger may be continued
as if the merger had not occurred, or the surviving business entity may
be substituted as a party to the action or proceeding;

(e) If a limited liability company is the surviving business
entity, its articles of organization are amended to the extent provided
in the plan of merger;

(f) The ownership interests of each owner that are to be converted
into ownership interests or obligations of the surviving business entity
or any other business entity, or into cash or other property, are
converted as provided in the plan of merger;

(g) Liability of an owner for obligations of a business entity that
is a party to the merger shall be determined:

(A) As to liabilities incurred by the business entity prior to
merger, according to the laws applicable prior to merger; and

(B) As to liabilities incurred by the business entity after merger,
according to the laws applicable after merger, except as provided in
paragraph (h) of this subsection;

(h) If prior to merger an owner of a business entity was a partner
of a partnership or general partner of a limited partnership and was
personally liable for the business entity’s liabilities, and after merger
is an owner normally protected from personal liability, then such owner
shall continue to be personally liable for the business entity’s
liabilities incurred during the 12 months following merger, if the other
party or parties to the transaction reasonably believed that the owner
would be personally liable and had not received notice of the merger; and

(i) The registration of an assumed business name of a business
entity under ORS chapter 648 shall not be affected by the merger.

(2) Owners of the business entities that are parties to the merger
are entitled to:

(a) In the case of members of limited liability companies, only the
rights provided in the articles of merger; and

(b) In the case of owners of business entities other than limited
liability companies, the rights provided in the statutes applicable to
the business entity prior to merger, including, without limitation, any
rights to dissent, to dissociate, to withdraw, to recover for breach of
any duty or obligation owed by the other owners, and to obtain an
appraisal or payment for the value of an owner’s interest. [1993 c.173
§93; 1999 c.362 §39]DISSOLUTION(In General) A limited liability company is dissolved and
its affairs shall be wound up upon the first to occur of the following:

(1) Upon reaching the time for dissolution, if any, specified in
the articles of organization.

(2) Upon the occurrence of events specified in the articles of
organization or any operating agreement.

(3) By the vote or such other action of the members as provided in
the articles of organization or any operating agreement or, if neither
the articles of organization nor any operating agreement so provides, by
the consent of all the members.

(4) At such time as the limited liability company has no members.

(5) Upon administrative dissolution by the Secretary of State under
ORS 63.651.

(6) Upon entry of a judgment of judicial dissolution under ORS
63.671. [1993 c.173 §54; 1995 c.93 §18; 1997 c.646 §10; 2003 c.576 §327] Upon the winding up
of a limited liability company, the assets shall be distributed as
follows:

(1) To the extent permitted by law, to creditors, including members
and former members who are creditors, in satisfaction of liabilities of
the limited liability company other than liabilities for distributions to
members under ORS 63.200 or 63.249;

(2) Except as provided in the articles of organization or any
operating agreement, to members and former members of the limited
liability company in satisfaction of the limited liability company’s
obligations for distributions due and owing under ORS 63.200 or 63.249;
and

(3) Except as provided in the articles of organization or any
operating agreement, to members of the limited liability company first
for the return of their previously unreturned contributions and
thereafter in the proportions in which the members share in profits.
[1993 c.173 §59; 1997 c.646 §11] (1)
Except as provided in subsections (2) and (3) of this section, and except
as otherwise provided in the articles of organization or any operating
agreement, after dissolution of the limited liability company, each
member of a member-managed limited liability company and each manager of
a manager-managed limited liability company can bind the limited
liability company:

(a) By any act or omission appropriate for winding up the limited
liability company’s affairs or completing transactions unfinished at
dissolution; and

(b) By any transaction that would have bound the limited liability
company if it had not been dissolved, if the other party to the
transaction does not have actual notice of the dissolution.

(2) An act or omission of a member or manager that would not be
binding on the limited liability company pursuant to subsection (1) of
this section is binding if it is otherwise authorized or ratified by the
limited liability company.

(3) An act or omission of a member or manager that would be binding
on the limited liability company under subsection (1) of this section or
that otherwise would be authorized, but that is in contravention of a
restriction on the authority of the member or manager shall not bind the
limited liability company to persons having knowledge of the restriction.
[1993 c.173 §61; 1995 c.93 §19; 1997 c.646 §12; 1999 c.86 §15] At any time following dissolution
of the limited liability company, the limited liability company may
deliver to the office of the Secretary of State articles of dissolution
setting forth:

(1) The name of the limited liability company; and

(2) The date the dissolution occurred. [1993 c.173 §60; 1995 c.93
§20] (1) A dissolved limited
liability company continues its existence, but may not carry on any
business except that which is appropriate to wind up and liquidate its
business and affairs, including the actions specified in ORS 60.637 for a
dissolved corporation. The limitation on personal liability otherwise
provided in this chapter for members and managers shall continue
following dissolution for actions appropriate to the winding up and
liquidation.

(2) Dissolution of a limited liability company does not:

(a) Transfer title to the limited liability company’s property;

(b) Subject its members, managers or employees to standards of
conduct different from those prescribed in this chapter;

(c) Prevent commencement of a proceeding by or against the limited
liability company in its limited liability company name;

(d) Abate or suspend a proceeding by or against the limited
liability company on the effective date of the dissolution; or

(e) Terminate the authority of the registered agent of the limited
liability company.

(3) Except as otherwise provided in the articles of organization or
any operating agreement, the manager or managers or, if the articles of
organization do not provide for managers, the members who have not
wrongfully dissolved a limited liability company may wind up the limited
liability company’s affairs. However, the circuit court, upon cause
shown, may wind up the limited liability company’s affairs upon
application of any member or the member’s legal representative or
assignee. [1993 c.173 §55; 1995 c.93 §21]
(1) A dissolved limited liability company may dispose of the known claims
against it by the procedure described in this section.

(2) The dissolved limited liability company shall notify its known
claimants in writing of the dissolution at any time after the
dissolution. The written notice must:

(a) Describe information that must be included in a claim;

(b) Provide a mailing address where a claim may be sent;

(c) State the deadline, which may not be fewer than 120 days from
the effective date of the written notice, by which the dissolved limited
liability company must receive the claim; and

(d) State that the claim will be barred if not received by the
deadline.

(3) A claim against the dissolved limited liability company is
barred:

(a) If a claimant who is given written notice under subsection (2)
of this section does not deliver the claim to the dissolved limited
liability company by the deadline; or

(b) If a claimant whose claim was rejected by the dissolved limited
liability company does not commence a proceeding to enforce the claim
within 90 days from the effective date of the rejection notice.

(4) For purposes of this section, “claim” does not include a
contingent liability or a claim based on an event occurring after the
effective date of dissolution. [1993 c.173 §56]
(1) A dissolved limited liability company which has filed articles of
dissolution in accordance with ORS 63.631 may also publish notice of its
dissolution and request that persons with claims against the limited
liability company present them in accordance with the notice.

(2) The notice must:

(a) Be published one time in a newspaper of general circulation in
the county where the dissolved limited liability company’s principal
office is located or, if the principal office is not in this state, where
its registered office is or was last located;

(b) Describe the information that must be included in a claim and
provide a mailing address where the claim may be sent; and

(c) State that a claim against the limited liability company will
be barred unless a proceeding to enforce the claim is commenced within
five years after the publication of the notice.

(3) If the dissolved limited liability company publishes a
newspaper notice in accordance with subsection (2) of this section, the
claim of each of the following claimants is barred unless the claimant
commences a proceeding to enforce the claim against the dissolved limited
liability company within five years after the publication date of the
newspaper notice:

(a) A claimant who did not receive written notice under ORS 63.641;

(b) A claimant whose claim was sent in a timely manner to the
dissolved limited liability company but not acted on; or

(c) A claimant whose claim is contingent or based on an event
occurring after the effective date of dissolution. [1993 c.173 §57]A claim against a dissolved limited liability company that is
not barred under ORS 63.641 or 63.644 may be enforced:

(1) Against the dissolved limited liability company to the extent
of its undistributed assets; or

(2) If the assets have been distributed in liquidation, against
each member of the dissolved limited liability company for the amount by
which such member’s liquidation distributions would have been reduced if
the claim had been paid by the limited liability company. A member’s
total liability for all claims under this section may not exceed the
total value of assets distributed to the member, as of the date or dates
of distribution, less any liability of the limited liability company paid
on behalf of the limited liability company by that member after the date
of the distribution. [1993 c.173 §58](Administrative Dissolution) The Secretary of
State may commence a proceeding under ORS 63.651 to administratively
dissolve a limited liability company if:

(1) The limited liability company does not pay when due any fees
imposed by this chapter;

(2) The limited liability company does not deliver its annual
report to the Secretary of State when due;

(3) The limited liability company is without a registered agent or
registered office in this state;

(4) The limited liability company does not notify the Secretary of
State that its registered agent or registered office has been changed,
that its registered agent has resigned or that its registered office has
been discontinued; or

(5) The limited liability company’s period of duration stated in
its articles of organization expires. [1993 c.173 §62] (1) If the
Secretary of State determines that one or more grounds exist under ORS
63.647 for dissolving a limited liability company, the Secretary of State
shall give the limited liability company written notice of the
determination.

(2) 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
ground determined by the Secretary of State does not exist, the Secretary
of State shall dissolve the limited liability company.

(3) A limited liability company administratively dissolved
continues its existence but may not carry on any business except that
necessary to wind up and liquidate its business and affairs under ORS
63.637 and notify claimants under ORS 63.641 and 63.644.

(4) The administrative dissolution of a limited liability company
does not terminate the authority of its registered agent. [1993 c.173
§63; 1993 c.173 §106] (1) A
limited liability company administratively dissolved under ORS 63.651 may
apply to the Secretary of State for reinstatement within five years from
the date of dissolution. The application shall:

(a) State the name of the limited liability company and the
effective date of its administrative dissolution; and

(b) State that the ground or grounds for dissolution either did not
exist or have been eliminated.

(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this section, that
the information is correct and that the limited liability company’s name
satisfies the requirements of ORS 63.094, the Secretary of State shall
reinstate the limited liability company.

(3) When the reinstatement is effective, it relates back to and
takes effect as of the effective date of the administrative dissolution
and the limited liability company resumes carrying on its business as if
the administrative dissolution had never occurred. [1993 c.173 §64; 1995
c.215 §11] (1) If the Secretary of
State denies a limited liability company’s application for reinstatement
following administrative dissolution, the Secretary of State shall give
written notice to the limited liability company that explains the reason
or reasons for denial.

(2) The limited liability company may appeal the denial of the
reinstatement pursuant to the provisions of ORS chapter 183. [1993 c.173
§65](Judicial Dissolution) The circuit courts may
dissolve a limited liability company:

(1) In a proceeding by the Attorney General if it is established
that:

(a) The limited liability company obtained its articles of
organization through fraud; or

(b) The limited liability company has continued to exceed or abuse
the authority conferred upon it by law.

(2) In a proceeding by or for a member if it is established that it
is not reasonably practicable to carry on the business of the limited
liability company in conformance with its articles of organization or any
operating agreement.

(3) In a proceeding by the limited liability company to have its
voluntary dissolution continued under court supervision. [1993 c.173 §66] (1) Venue for a
proceeding by the Attorney General to dissolve a limited liability
company lies in Marion County. Venue for a proceeding brought by any
other party named in ORS 63.661 lies in the county where a limited
liability company’s principal office is located or, if the principal
office is not in this state, where its registered office is or was last
located.

(2) It is not necessary to make members parties to a proceeding to
dissolve a limited liability company unless relief is sought against them
individually.

(3) A court in a proceeding brought to judicially dissolve a
limited liability company may issue injunctions, appoint a receiver or a
custodian with all powers and duties the court directs, and take other
action required to preserve or liquidate the limited liability company’s
assets wherever located or carry on the business of the limited liability
company. [1993 c.173 §67] (1) If after a hearing the court
determines that one or more grounds for judicial dissolution described in
ORS 63.661 exist, it may enter a judgment dissolving the limited
liability company and specifying the effective date of the dissolution.
The clerk of the court shall deliver a certified copy of the judgment to
the office for filing. The Secretary of State shall file the certified
copy of the judgment.

(2) After entering the judgment of dissolution, the court shall
direct the winding up and liquidation of the limited liability company’s
business and affairs in accordance with ORS 63.637, the notification of
claimants and enforcement of claims in accordance with ORS 63.641 and
63.644, and the distribution of limited liability company assets in
accordance with ORS 63.625. [1993 c.173 §68; 2003 c.576 §328](Disposition of Assets) Assets of a
dissolved limited liability company that should be distributed to a
creditor, claimant or member of the limited liability company who cannot
be found or who is not competent to receive them shall be reduced to cash
and, within six months after the final distribution of such liquidation
or winding up is payable, deposited with the Department of State Lands.
The receiver or other liquidating agent shall prepare in duplicate and
under oath a statement containing the names and last-known addresses of
the persons entitled to such funds. One of the statements shall be filed
with the Department of State Lands and another shall be delivered to the
office for filing. The funds shall then escheat to and become the
property of the State of Oregon and shall become a part of the Common
School Fund of the state. The owners, heirs or personal representatives
of the owner may reclaim any funds so deposited in the manner provided
for estates which have escheated to the state. [1993 c.173 §69]FOREIGN LIMITED LIABILITY COMPANIES(Authority to Transact Business) (1) A foreign
limited liability company may not transact business in this state until
it has been authorized to do so by the Secretary of State.

(2) The following activities, among others, do not constitute
transacting business within the meaning of subsection (1) of this section:

(a) Maintaining, defending or settling any proceeding.

(b) Holding meetings of the managers or members or carrying on
other activities concerning internal affairs.

(c) Maintaining bank accounts.

(d) Maintaining offices or agencies for the transfer, exchange and
registration of the foreign limited liability company’s own securities or
maintaining trustees or depositories with respect to those securities.

(e) Selling through independent contractors.

(f) Soliciting or obtaining orders, whether by mail or through
employees or agents or otherwise, if the orders require acceptance
outside this state before they become contracts.

(g) Creating or acquiring indebtedness, mortgages and security
interests in real or personal property.

(h) Securing or collecting debts or enforcing mortgages and
security interests in property securing the debts.

(i) Owning, without more, real or personal property.

(j) Conducting an isolated transaction that is completed within 30
days and is not one in the course of repeated transactions of a like
nature.

(k) Transacting business in interstate commerce.

(3) The list of activities in subsection (2) of this section is not
exhaustive. [1993 c.173 §75] (1)
A foreign limited liability company transacting business in this state
without authorization from the Secretary of State may not maintain a
proceeding in any court in this state until it obtains authorization from
the Secretary of State to transact business in this state.

(2) The successor to a foreign limited liability company that
transacted business in this state without authority to transact business
in this state and the assignee of a cause of action arising out of that
business may not maintain a proceeding based on that cause of action in
any court in this state until the foreign limited liability company or
its successor obtains authorization from the Secretary of State to
transact business in this state.

(3) A court may stay a proceeding commenced by a foreign limited
liability company or its successor or assignee until it determines
whether the foreign limited liability company or its successor requires
authorization from the Secretary of State to transact business in this
state. If it so determines, the court may further stay the proceeding
until the foreign limited liability company or its successor obtains the
authorization.

(4) A foreign limited liability company that transacts business in
this state without authority shall be liable to this state for the years
or parts thereof during which it transacted business in this state
without authority in an amount equal to all fees that would have been
imposed by this chapter upon the foreign limited liability company had it
duly applied for and received authority to transact business in this
state as required by this chapter and thereafter filed all reports
required by this chapter.

(5) Notwithstanding subsections (1) and (2) of this section, the
failure of a foreign limited liability company to obtain authority to
transact business in this state does not impair the validity of its acts
or prevent it from defending any proceeding in this state.

(6) A member of a foreign limited liability company is not liable
for the debts and obligations of the foreign limited liability company
solely by reason of the foreign limited liability company’s having
transacted business in this state without authority. [1993 c.173 §76] (1) A
foreign limited liability company may apply for authority to transact
business in this state by delivering an application to the office for
filing. The application shall set forth:

(a) The name of the foreign limited liability company or, if its
name is unavailable for filing in this state, another name that satisfies
the requirements of ORS 63.717;

(b) The name of the state or country under whose law it is
organized;

(c) Its date of organization and either the date on which the
period of its duration expires or a statement that its duration is
perpetual;

(d) The address, including street and number, and mailing address,
if different, of its principal office;

(e) The address, including street and number, of its registered
office in this state and the name of its registered agent at that office;

(f) A statement that the foreign limited liability company
satisfies the requirements of ORS 63.714 (3); and

(g) A statement whether the foreign limited liability company is
member-managed or manager-managed, or whether the foreign limited
liability company is managed by a manager or managers.

(2) The foreign limited liability company shall deliver with the
completed application a certificate of existence, or a document of
similar import, current within 60 days of delivery and authenticated by
the official having custody of limited liability company records in the
state or country under whose law it is organized. [1993 c.173 §77; 1999
c.86 §16; 2005 c.22 §43] (1) A foreign
limited liability company authorized to transact business in this state
shall deliver an amendment to the application for authority to transact
business in this state to the office for filing if it changes:

(a) Its name as shown on the records of the office; or

(b) The period of its duration.

(2) The amendment to the application for authority to transact
business in this state shall set forth its name shown on the records of
the office and the new name or the new period of duration. The name as
changed must satisfy the requirements of ORS 63.094. [1993 c.173 §78] (1) The laws of the state or other
jurisdiction under which a foreign limited liability company is organized
shall govern its organization and internal affairs and the liability of
its members.

(2) Except as provided in subsection (3) of this section, a foreign
limited liability company may not be denied registration by reason of any
difference between the laws of this state and the laws of the state or
other jurisdiction under which the foreign limited liability company is
organized.

(3) Notwithstanding subsections (1) and (2) of this section, no
foreign limited liability company shall be authorized or permitted to
exercise any powers or purposes or conduct any business or affairs in
this state that a domestic limited liability company is proscribed from
exercising, pursuing or undertaking in this state. [1993 c.173 §79; 1995
c.93 §22] (1) Except as
provided in subsections (2) and (3) of this section, the Secretary of
State shall not authorize a foreign limited liability company to transact
business in this state if the name of the foreign limited liability
company does not conform to ORS 63.094.

(2) The name of the foreign limited liability company must contain
a word or abbreviation required by ORS 63.094 unless the name contains
some other word, phrase or abbreviation that the laws of the place of
organization require to denote a limited liability company.

(3) If a limited liability company name, corporate name,
professional corporate name, nonprofit corporate name, cooperative name,
limited partnership name, business trust name, reserved name, registered
name or assumed business name of active record with the office is not
distinguishable on the records of the office from the name of the
applicant foreign limited liability company, the Secretary of State shall
not authorize the applicant to transact business in this state unless the
foreign limited liability company states its name on the application for
authority to transact business in this state under ORS 63.707 as (name
under which organized), a limited liability company of (place of
organization), the entirety of which shall be the real and true name of
the foreign limited liability company in this state under ORS chapter 648.

(4) If a foreign limited liability company authorized to transact
business in this state changes its name to one that does not satisfy the
requirements of this section, it may not transact business in this state
under the changed name until it adopts a name satisfying the requirements
of this section and ORS 63.711. [1993 c.173 §80]Each foreign limited liability company authorized to
transact business in this state must continuously maintain in this state:

(1) A registered office that may be, but need not be, the same as
any of its places of business; and

(2) A registered agent who may be:

(a) An individual who resides in this state and whose business
office is identical to the registered office;

(b) A domestic limited liability company, a domestic corporation, a
domestic professional corporation or a domestic nonprofit corporation
whose business office is identical to the registered office; or

(c) A foreign limited liability company, a foreign corporation, a
foreign professional corporation or a foreign nonprofit corporation
authorized to transact business in this state whose business office is
identical to the registered office. [1993 c.173 §81; 2001 c.315 §28](1) A foreign limited liability company
authorized to transact business in this state may change its registered
office or registered agent by delivering to the office of the Secretary
of State for filing a statement of change that sets forth:

(a) The name of the foreign limited liability company;

(b) If the registered office is to be changed, the street address,
including street and number, of the new registered office;

(c) If the registered agent is to be changed, the name of the new
registered agent and a statement that the new agent has consented to the
appointment; and

(d) That after the change or changes are made, the street addresses
of the registered office and the business office of its registered agent
will be identical.

(2) If a registered agent changes the street address of the agent’s
business office, the registered agent shall change the street address of
the registered office of the foreign limited liability company for which
the agent is the registered agent by notifying the foreign limited
liability company in writing of the change and signing, either manually
or in facsimile, and delivering to the office of the Secretary of State a
statement of change that complies with the requirement of subsection (1)
of this section and states that the foreign limited liability company has
been notified of the change.

(3) The filing of the statement by the Secretary of State shall
terminate the existing registered office or agent, or both, on the
effective date of the filing and establish the newly appointed registered
office or agent, or both, as that of the foreign limited liability
company. [1993 c.173 §82](1) The registered agent of a foreign limited
liability company may resign as agent upon delivering a signed statement
to the office and giving notice in the form of a copy of the statement to
the foreign limited liability company. The statement of resignation may
include a statement that the registered office is also discontinued.

(2) Upon the delivery of the signed statement, the Secretary of
State shall file the resignation statement. The copy of the statement
given to the foreign limited liability company under subsection (1) of
this section shall be addressed to the foreign limited liability company
at its mailing address or its principal office as shown by the records of
the Secretary of State.

(3) The agency appointment is terminated, and the registered office
discontinued if so provided in the signed statement under subsection (1)
of this section, on the 31st day after the date on which the statement
was filed by the Secretary of State unless the foreign limited liability
company has previously appointed a successor registered agent, as
provided in ORS 63.724, thereby terminating the capacity of such agent.
[1993 c.173 §83; 1993 c.173 §107] (1) The
registered agent appointed by a foreign limited liability company
authorized to transact business in this state shall be its agent upon
whom any process, notice or demand required or permitted by law to be
served upon the foreign limited liability company may be served.

(2) The Secretary of State shall be an agent of a foreign limited
liability company upon whom any process, notice or demand may be served,
if:

(a) The foreign limited liability company is authorized to transact
business in this state, and it fails to appoint or maintain a registered
agent in this state, or its registered agent cannot with reasonable
diligence be found at the registered office;

(b) The foreign limited liability company’s authority to transact
business in this state has been revoked;

(c) The foreign limited liability company is transacting business
in this state without being authorized as provided in this chapter;

(d) The foreign limited liability company has been authorized to
transact business in this state and has withdrawn; or

(e) The foreign limited liability company has transacted business
in this state without being authorized to do so and has ceased to
transact business.

(3) Service on the Secretary of State of any such process, notice
or demand shall be made in the same manner as provided in ORS 63.121,
except that when the foreign limited liability company served is not
authorized to transact business in this state and was not authorized to
transact business in this state at the time the transaction, event or
occurrence upon which the proceeding is based occurred, the copy of the
process, notice or demand shall be sent immediately by registered or
certified mail by the plaintiff or the attorney of the plaintiff to the
principal office or place of business of the foreign limited liability
company, instead of the last registered office of the foreign limited
liability company.

(4) The Secretary of State shall keep a record of all processes,
notices and demands served upon the Secretary of State under this section.

(5) After completion of initial service upon the Secretary of
State, no additional documents need to be served upon the Secretary of
State to maintain jurisdiction in the same proceeding or to give notice
of any motion or provisional process.

(6) Nothing contained in this section shall limit or affect the
right to serve any process, notice or demand required or permitted by law
to be served upon a foreign limited liability company in any other manner
permitted by law, or enlarge the purposes for which service on the
Secretary of State is permitted where such purposes are limited by other
provisions of law. [1993 c.173 §84](Withdrawal) (1) A
foreign limited liability company authorized to transact business in this
state may withdraw from transacting business in this state by applying to
the office for withdrawal. The application shall set forth:

(a) The name of the foreign limited liability company and the name
of the state or country under whose law it is organized;

(b) That it is not transacting business in this state and that it
surrenders its authority to transact business in this state;

(c) That it revokes the authority of its registered agent to accept
service on its behalf and appoints the Secretary of State as its agent
for service of process in any proceeding based on a cause of action
arising during the time it was authorized to transact business in this
state;

(d) A mailing address to which the person initiating any proceeding
may mail to the foreign limited liability company a copy of any process
served on the Secretary of State under paragraph (c) of this subsection;
and

(e) A commitment to notify the Secretary of State for a period of
five years from the date of withdrawal of any change in its mailing
address.

(2) Upon filing by the Secretary of State of the application to
withdraw, the authority of the foreign limited liability company to
transact business in this state shall cease. [1993 c.173 §85](Revocation of Authority) The Secretary of State may commence
a proceeding under ORS 63.741 to revoke the authority of a foreign
limited liability company to transact business in this state if:

(1) The foreign limited liability company does not deliver its
annual report to the Secretary of State within the time prescribed by
this chapter;

(2) The foreign limited liability company does not pay within the
time prescribed by this chapter any fees imposed by this chapter;

(3) The foreign limited liability company has failed to appoint or
maintain a registered agent or registered office in this state as
prescribed by this chapter;

(4) The foreign limited liability company does not inform the
Secretary of State under ORS 63.724 or 63.727 that its registered agent
or registered office has changed, that its registered agent has resigned
or that its registered office has been discontinued;

(5) An organizer, manager, member or agent of the foreign limited
liability company signed a document knowing it was false in any material
respect with intent that the document be delivered to the office for
filing;

(6) The foreign limited liability company no longer satisfies the
requirements of ORS 63.714 (3);

(7) The Secretary of State receives a duly authenticated
certificate from the official having custody of the limited liability
company records in the state or country under whose law the foreign
limited liability company is organized stating that it has been dissolved
or has ceased to exist as the result of a merger or other reorganization
transaction; or

(8) The period of duration of the foreign limited liability company
expires. [1993 c.173 §86] (1) If the Secretary
of State determines that one or more grounds exist under ORS 63.737 for
revocation of authority of a foreign limited liability company to
transact business in this state, the Secretary of State shall give the
foreign limited liability company written notice of the determination.

(2) If the foreign limited liability company does not correct each
ground for revocation or demonstrate to the reasonable satisfaction of
the Secretary of State that each ground determined by the Secretary of
State does not exist within 45 days after notice is given, the Secretary
of State shall revoke the foreign limited liability company’s authority.

(3) The authority of a foreign limited liability company to
transact business in this state ceases as of the date of revocation of
its authority to transact business in this state.

(4) The Secretary of State’s revocation of a foreign limited
liability company’s authority to transact business in this state appoints
the Secretary of State as the foreign limited liability company’s agent
for service of process in any proceeding based on a cause of action which
arose during the time the foreign limited liability company was
authorized to transact business in this state.

(5) Revocation of a foreign limited liability company’s authority
to transact business in this state terminates the authority of the
registered agent of the foreign limited liability company. [1993 c.173
§87; 1993 c.173 §108] In addition to any other legal
remedy which may be available, a foreign limited liability company shall
have the right to appeal the Secretary of State’s revocation of its
authority to transact business in this state pursuant to the provisions
of ORS chapter 183. [1993 c.173 §88] (1) A foreign limited liability
company that has had its authority revoked under ORS 63.741 may apply to
the Secretary of State for reinstatement within five years from the date
of revocation. The application shall:

(a) State the name of the foreign limited liability company and the
effective date its authority was revoked; and

(b) State that the ground or grounds for revocation of authority
either did not exist or have been eliminated.

(2) If the Secretary of State determines that the application
contains the information required by subsection (1) of this section, that
the information is correct and that the foreign limited liability
company’s name satisfies the requirements of ORS 63.717, the Secretary of
State shall reinstate the authority.

(3) When the reinstatement is effective, it relates back to and
takes effect as of the effective date of the administrative revocation of
authority and the foreign limited liability company resumes carrying on
its business as if the administrative revocation of authority had never
occurred. [1993 c.173 §89; 1995 c.215 §12]RECORDS AND REPORTS(Records) (1) 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) A current list of the full name and last-known business,
residence or mailing address of each member and manager, both past and
present.

(b) 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.

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

(d) 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.

(e) 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:

(A) 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;

(B) 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

(C) 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.

(2) 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.

(3) 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] (1) A member’s agent or attorney
has the same inspection and copying rights as the member.

(2) The right to copy records includes, if reasonable, the right to
receive copies made by photographic, xerographic or other means.

(3) The limited liability company may impose a reasonable charge,
covering the costs of labor and material, for copies of any documents
provided to the member. The charge may not exceed the estimated cost of
production or reproduction of the records.

(4) The limited liability company may comply with a member’s demand
to inspect the record of members by providing the member with a list of
members that was compiled no earlier than the date of the member’s
demand. [1993 c.173 §97] (1) If a limited liability company
does not allow a member to inspect and copy any records required to be
available for inspection, the circuit court of the county where the
limited liability company’s principal office is located, or, if the
principal office is not in this state, where its registered office is or
was last located, may summarily order inspection and copying of the
records demanded at the company’s expense upon application of the member.

(2) If a limited liability company does not within a reasonable
time allow a member to inspect and copy any other record, the member may
apply to the circuit court in the county where the company’s principal
office is located, or, if the principal office is not in this state,
where its registered office is or was last located, for an order to
permit inspection and copying of the records demanded.

(3) If the court orders inspection and copying of the records
demanded, it shall also order the limited liability company to pay the
member’s costs, including reasonable counsel fees, incurred to obtain the
order unless the company proves that it refused inspection in good faith
because it had a reasonable basis for doubt about the right of the member
to inspect the records demanded.

(4) If the court orders inspection and copying of the records
demanded, it may impose reasonable restrictions on the use or
distribution of the records by the demanding member.

(5) No order shall be issued under this section without notice to
the limited liability company at least five days in advance of the time
specified for the hearing unless a different period is fixed by the
court. The member’s request shall be set for hearing at the earliest
possible time and shall take precedence over all matters, except matters
of the same character and hearings on preliminary injunctions under ORCP
79 B(3). [1993 c.173 §98](Reports) If a limited liability
company indemnifies or advances expenses to a member or manager under ORS
63.160 in connection with a proceeding by or in the right of the limited
liability company, the limited liability company shall report the
indemnification or advance in writing to the members. [1993 c.173 §99;
1999 c.86 §17] (1) Each domestic limited liability
company, and each foreign limited liability company authorized to
transact business in the state, shall by its anniversary deliver to the
office of the Secretary of State for filing an annual report that sets
forth:

(a) The name of the limited liability company and the state or
country under whose law it is organized;

(b) The street address of its registered office and name of its
registered agent at that office in this state;

(c) The address, including street and number and mailing address,
if different, of its principal office;

(d) The names and addresses of the managers for a manager-managed
limited liability company or the name and address of at least one member
for a member-managed limited liability company;

(e) The category of the classification code established by rule of
the Secretary of State most closely designating the primary business
activity of the limited liability company;

(f) The federal employer identification number of the limited
liability company; and

(g) Additional identifying information that the Secretary of State
may require by rule.

(2) The information contained on the annual report shall be current
as of 30 days before the anniversary of the limited liability company.

(3) The Secretary of State shall mail the annual report form to any
address shown for the limited liability company in the current records of
the office. The failure of the limited liability company to receive the
annual report form from the Secretary of State shall not relieve the
limited liability company of its duty to deliver an annual report to the
office as required by this section.

(4) If an annual report does not contain the information required
by this section, the Secretary of State shall notify the reporting
domestic or foreign limited liability company in writing and return the
report to it for correction. The domestic or foreign limited liability
company must correct the error within 45 days after the Secretary of
State gives such notice.

(5) A domestic or foreign limited liability company may deliver to
the office for filing an amendment to the annual report if a change in
the information set forth in the annual report occurs after the report is
delivered to the office for filing and before the next anniversary. This
subsection applies only to a change that is not required to be made by an
amendment to the articles of organization. The amendment to the annual
report must set forth:

(a) The name of the limited liability company as shown on the
records of the office; and

(b) The information as changed. [1993 c.173 §100; 1995 c.93 §23;
1999 c.86 §18]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]STATE TAXATION For
purposes of ORS chapters 305 to 324, a limited liability company formed
under this chapter or qualified to do business in this state as a foreign
limited liability company shall be classified in the same manner as it is
classified for federal income tax purposes. For purposes of ORS chapters
305 to 324, a member or an assignee of a member of a limited liability
company formed under this chapter or qualified to do business in this
state as a foreign limited liability company shall have the same status
as the member or assignee of a member has for federal income tax
purposes. [1993 c.173 §101; 1997 c.646 §13; 1999 c.557 §1]MISCELLANEOUS This chapter shall be known and may be cited as
the “Oregon Limited Liability Company Act.” [1993 c.173 §1] A limited liability company
organized and existing under this chapter may conduct its business, carry
on its operations and have and exercise the powers granted by this
chapter in any state, territory, district or possession of the United
States, or in any foreign country. [1993 c.173 §104] Nothing
in this chapter is intended to supersede the provisions of ORS 679.020.
[1997 c.774 §29](1) All or part of this chapter may be amended or repealed at
any time and all domestic and foreign limited liability companies subject
to this chapter shall be governed by the amendment or repeal.

(2) The amendment or repeal of a statute in this chapter does not
affect:

(a) The operation of the statute or any action taken under the
statute before its amendment or repeal.

(b) Any ratification, right, remedy, privilege, obligation or
liability acquired, accrued or incurred under the statute before its
amendment or repeal.

(c) Any violation of the statute, or any penalty, forfeiture or
punishment incurred because of the violation, before its amendment or
repeal.

(d) Any proceeding, reorganization or dissolution commenced under
the statute before its amendment or repeal. The proceeding,
reorganization or dissolution may be completed in accordance with the
PENALTY (1) A person commits the
crime of falsely signing a document for filing under this chapter if the
person signs a document knowing it is false in any material respect with
intent that the document be delivered to the office for filing.

(2) Falsely signing a document for filing is a Class B misdemeanor.
[1993 c.173 §102]

_______________

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