(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]
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.