2021 Oregon Revised Statutes
Chapter 063 - Limited Liability Companies
Section 63.645 - Enforcement of claims against dissolved limited liability company.


(1) Against the dissolved limited liability company to the extent of the dissolved limited liability company’s undistributed assets, including, without limitation, any insurance assets held by or for the benefit of the dissolved limited liability company that are available to satisfy the claim; or
(2) If the assets have been distributed in liquidation, against each member of the dissolved limited liability company for the amount by which such member’s liquidation distributions would have been reduced if the claim had been paid by the limited liability company. A member’s total liability for all claims under this section may not exceed the total value of assets distributed to the member, as of the date or dates of distribution, less any liability of the limited liability company paid on behalf of the limited liability company by that member after the date of the distribution. [1993 c.173 §58; 2021 c.221 §4]
Note: Section 5, chapter 221, Oregon Laws 2021, provides:
Sec. 5. (1) The amendments to ORS 60.644, 60.645, 63.644 and 63.645 by sections 1 to 4 of this 2021 Act apply to claims against a dissolved corporation or dissolved limited liability company whether the claims arise before, on or after the effective date of this 2021 Act [September 25, 2021], including claims against corporations or limited liability companies that dissolved before the effective date of this 2021 Act, for which a final judgment, including the exhaustion or expiration of all rights of appeal, has not been entered as of the effective date of this 2021 Act.
(2) The amendments to ORS 60.644, 60.645, 63.644 and 63.645 by sections 1 to 4 of this 2021 Act revive and allow claims that might have become barred by the time limitations set forth in chapter 361, General Laws of Oregon 1917, in chapter 340, General Laws of Oregon 1927, in chapter 40, Oregon Laws 1937, in chapter 404, Oregon Laws 1939, in section 11, chapter 462, Oregon Laws 1941, in section 1, chapter 134, Oregon Laws 1947, or in ORS 57.630 (1985 Replacement Part), 60.644 (3) or 63.644 (3). [2021 c.221 §5]

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.