(A) Prepare and submit to the Secretary of State within 30 days the list described in ORS 63.771 (1)(a); and
(B) Answer within 30 days any interrogatory that is related to an alleged or potential violation of this chapter that the Secretary of State submits to the limited liability company.
(b) Notwithstanding the provisions of ORS 192.311 to 192.478, the list described in paragraph (a)(A) of this subsection and information that the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection is not subject to public disclosure. The Secretary of State may provide a law enforcement agency with the list described in paragraph (a)(A) of this subsection and information the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection.
(2)(a) If a limited liability company fails to comply with an order from the Secretary of State under subsection (1) of this section, the Secretary of State may:
(A) Impose a civil penalty on the limited liability company in accordance with ORS 183.745;
(B) Cancel or revoke an organization, or revoke a foreign limited liability company’s authorization to transact business in this state, after conducting a hearing under ORS 183.413 to 183.470; or
(C) Administratively dissolve the limited liability company in accordance with ORS 63.651.
(b) The Secretary of State shall provide in an order that imposes a civil penalty under paragraph (a)(A) of this subsection that the civil penalty is not due and payable until after the order becomes final following any appeal of the order or, if an appeal does not occur, after the order becomes final by operation of law.
(3)(a) The Director of the Department of Revenue may recommend to the Secretary of State that the Secretary of State administratively dissolve a limited liability company for a failure to comply with the tax laws of the state, but the director may not recommend administrative dissolution if the director has allowed an appeal of the limited liability company’s tax liability or another action of the Department of Revenue related to the limited liability company’s failure to comply with the tax laws of the state or if an appeal is pending. If the Secretary of State agrees with the director, the Secretary of State may dissolve the limited liability company under ORS 63.651.
(b) The Secretary of State, in consultation with the department, may specify what constitutes a failure to comply with the tax laws of the state for the purposes set forth in paragraph (a) of this subsection.
(4) The Secretary of State may not reinstate a limited liability company that was administratively or judicially dissolved unless, as appropriate:
(a) The limited liability company complies with the Secretary of State’s order under subsection (1) of this section;
(b) A law enforcement agency that has completed an investigation of the limited liability company for which the Secretary of State canceled or revoked organization or revoked an authorization to transact business in this state recommends that the Secretary of State allow the organization or reinstatement;
(c) A court order compels a reinstatement; or
(d) The Department of Revenue recommends a reinstatement.
(5) A limited liability company may appeal in accordance with ORS 183.480 to 183.500 an order the Secretary of State issues or an action the Secretary of State takes under this section.
(6) The Secretary of State and the Director of the Department of Revenue may each adopt rules to implement the provisions of this section. [2017 c.705 §5]
Structure 2021 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 063 - Limited Liability Companies
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 63.034 - 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 63.140 - 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 63.473 - 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 63.487 - Action on plan of merger.
Section 63.494 - Articles and plan of merger.
Section 63.497 - Effect of merger.
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 63.645 - 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 63.664 - 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 63.727 - 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.