2021 Oregon Revised Statutes
Chapter 063 - Limited Liability Companies
Section 63.004 - Filing requirements.


(A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section.
(B) Be a type of document that this chapter or another law requires or permits a person to file with the Secretary of State.
(C) Include the information this chapter requires.
(D) Be legibly written in the English language and in the alphabet used to write the English language, except as provided in subsections (3) and (4) of this section.
(E) Be delivered to the Secretary of State along with required fees. Delivery occurs only when the Secretary of State actually receives the document.
(b) The document may include:
(A) Information other than the information required under paragraph (a) of this subsection;
(B) Arabic or Roman numerals and incidental punctuation;
(C) The seal of the limited liability company or foreign limited liability company;
(D) An attestation by the secretary or an assistant secretary of the limited liability company or foreign limited liability company; or
(E) An acknowledgement, verification or proof.
(2)(a) Unless otherwise specified in this chapter, a document that under this chapter must be filed with the Secretary of State must be executed in the following manner:
(A) Articles of organization must be signed by or on behalf of one or more persons that intend to form the limited liability company.
(B) At least one member or manager must sign articles of amendment and each annual report.
(C) A receiver, trustee or other court-appointed fiduciary, must sign a document if the limited liability company or foreign limited liability company is subject to the control of the receiver, trustee or fiduciary.
(D) An agent of a person identified in this paragraph may execute a document, if the person authorizes the agent to execute the document.
(b) The person that executes the document shall:
(A) Declare, above the person’s signature and under penalty of perjury, that the document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any of the members, managers, employees or agents of the limited liability company or foreign limited liability company on behalf of which the person signs; and
(B) State beneath or opposite the person’s signature the person’s name and the capacity in which the person signs.
(3)(a) If under ORS 63.016 the Secretary of State has prescribed a mandatory form for a document, including an electronic form, the document must be in or on the prescribed form.
(b) The Secretary of State shall make versions of the form described in paragraph (a) of this subsection available in at least the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. Each version of the form must include an English translation of the form’s contents.
(c) For the purpose described in paragraph (b) of this section, the Secretary of State shall specify Spanish, Chinese, Vietnamese, Russian and Korean as the five languages that are most commonly spoken and written in this state by persons with limited proficiency in the English language. The Secretary of State shall review the specification in this paragraph after the completion of the 2030 United States Census and each subsequent decennial census and shall recommend in a report to the Joint Committee on Ways and Means any changes in the specification that the Secretary of State deems necessary. The Secretary of State may change the specification only after receiving the approval of the Legislative Assembly and an appropriation in an amount that is sufficient to pay the costs of updating each version of the mandatory form and any system the Secretary of State uses to process the mandatory form.
(d) If a person completes with, or attaches to, a form described in paragraph (a) or (b) of this subsection information written in a language other than English, the person shall submit a reasonably authenticated English translation of the information along with the form.
(4) A certificate of existence required for a foreign limited liability company may be written in a language other than English if a reasonably authenticated English translation accompanies the certificate. [1993 c.173 §3; 2013 c.159 §6; 2017 c.705 §19; 2019 c.597 §4]

Structure 2021 Oregon Revised Statutes

2021 Oregon Revised Statutes

Volume : 02 - Business Organizations, Commercial Code

Chapter 063 - Limited Liability Companies

Section 63.001 - Definitions.

Section 63.002 - Inclusion of limited liability companies and managers and members of limited liability companies in definitions.

Section 63.004 - Filing requirements.

Section 63.011 - Effective time and date of document.

Section 63.014 - Correcting filed document.

Section 63.017 - Filing duty of Secretary of State.

Section 63.024 - Evidentiary effect of copy of filed document.

Section 63.027 - Certificate of existence or authorization.

Section 63.032 - Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules.

Section 63.034 - Knowledge and notice.

Section 63.047 - Articles of organization.

Section 63.051 - Organization.

Section 63.074 - Purposes; prohibition on illegal purposes.

Section 63.077 - General powers.

Section 63.094 - Limited liability company name.

Section 63.097 - Reserved name.

Section 63.101 - Registered name.

Section 63.111 - Registered office and registered agent.

Section 63.114 - Change of registered office or registered agent.

Section 63.117 - Resignation of registered agent.

Section 63.121 - Service on limited liability company.

Section 63.130 - Rights of members and managers; matters requiring consent of all or majority of members.

Section 63.140 - Agency power of managers and members; interest in real property.

Section 63.155 - Duties and standard of conduct.

Section 63.160 - Limitation of liability and indemnification.

Section 63.165 - Liability of members and managers.

Section 63.180 - Liability for contributions.

Section 63.185 - Allocation of profits and losses.

Section 63.205 - Voluntary withdrawal of member.

Section 63.209 - Expulsion of member.

Section 63.219 - Distribution in kind.

Section 63.229 - Limitations on distribution.

Section 63.235 - Liability for wrongful distribution.

Section 63.245 - Admission of members.

Section 63.249 - Assignment of membership interest; effect of assignment.

Section 63.255 - Rights of assignee who becomes member.

Section 63.265 - Cessation of membership.

Section 63.431 - Operating agreement.

Section 63.434 - Amendment to articles of organization.

Section 63.437 - Restated articles of organization.

Section 63.441 - Amendment by managers.

Section 63.467 - Definitions for ORS 63.467 to 63.497.

Section 63.470 - Conversion.

Section 63.473 - Action on plan of conversion.

Section 63.476 - Articles and plan of conversion.

Section 63.479 - Effect of conversion; entity existence continues; assumed business name.

Section 63.481 - Merger.

Section 63.487 - Action on plan of merger.

Section 63.494 - Articles and plan of merger.

Section 63.497 - Effect of merger.

Section 63.621 - Dissolution.

Section 63.625 - Distribution of assets upon dissolution.

Section 63.629 - Agency power of members and managers after dissolution.

Section 63.631 - Articles of dissolution.

Section 63.637 - Effect of dissolution; winding up.

Section 63.641 - Known claims against dissolved limited liability company.

Section 63.644 - Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company.

Section 63.645 - Enforcement of claims against dissolved limited liability company.

Section 63.647 - Grounds for administrative dissolution.

Section 63.651 - Procedure; effect of administrative dissolution.

Section 63.654 - Reinstatement following administrative dissolution.

Section 63.657 - Appeal from denial of reinstatement.

Section 63.661 - Grounds for judicial dissolution; finding that limited liability company is shell entity; prima facie showing by Attorney General; effects; affirmative defenses.

Section 63.664 - Procedure for judicial dissolution.

Section 63.671 - Judgment of dissolution.

Section 63.701 - Authority to transact business required.

Section 63.704 - Consequences of transacting business without authority.

Section 63.707 - Application for authority to transact business.

Section 63.711 - Amendment to application for authority.

Section 63.714 - Effect of authority.

Section 63.717 - Name of foreign limited liability company.

Section 63.721 - Registered office and registered agent of foreign limited liability company.

Section 63.724 - Change of registered office or registered agent of foreign limited liability company.

Section 63.727 - Resignation of registered agent of a foreign limited liability company.

Section 63.731 - Service on a foreign limited liability company.

Section 63.734 - Withdrawal of foreign limited liability company.

Section 63.737 - Grounds for revocation.

Section 63.741 - Procedure for and effect of revocation.

Section 63.747 - Reinstatement of authority.

Section 63.771 - Limited liability company records.

Section 63.777 - Scope of inspection right.

Section 63.781 - Court-ordered inspection.

Section 63.787 - Annual report; updates; rules.

Section 63.801 - Derivative proceedings.

Section 63.965 - Reservation of power to amend or repeal; effect of amendment or repeal.

Section 63.990 - Penalty for signing false document.

Section 63.992 - Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action.