(a) By any act or omission appropriate for winding up the limited liability company’s affairs or completing transactions unfinished at dissolution; and
(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have actual notice of the dissolution.
(2) An act or omission of a member or manager that would not be binding on the limited liability company pursuant to subsection (1) of this section is binding if it is otherwise authorized or ratified by the limited liability company.
(3) An act or omission of a member or manager that would be binding on the limited liability company under subsection (1) of this section or that otherwise would be authorized, but that is in contravention of a restriction on the authority of the member or manager shall not bind the limited liability company to persons having knowledge of the restriction. [1993 c.173 §61; 1995 c.93 §19; 1997 c.646 §12; 1999 c.86 §15]
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.