(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]
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.