(2) If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall dissolve the limited liability company.
(3) A limited liability company administratively dissolved continues the limited liability company’s existence but may not carry on any activities except activities that are necessary or appropriate to wind up and liquidate the limited liability company’s business and affairs under ORS 63.637 and notify claimants under ORS 63.641 and 63.644.
(4) The administrative dissolution of a limited liability company does not terminate the authority of the limited liability company’s registered agent. [1993 c.173 §63; 1993 c.173 §106; 2013 c.159 §9]
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.