2021 Oregon Revised Statutes
Chapter 063 - Limited Liability Companies
Section 63.497 - Effect of merger.


(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]

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.