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Section 63.001 - Definitions. - (1) "Anniversary" means the day each year that is exactly...
Section 63.002 - Inclusion of limited liability companies and managers and members of limited liability companies in definitions. - (1) Wherever the term "person" is defined to include both...
Section 63.004 - Filing requirements. - (A) Satisfy the requirements set forth in this section and...
Section 63.011 - Effective time and date of document. - (2) If a document specifies a delayed effective time and...
Section 63.014 - Correcting filed document. - (2) A domestic or foreign limited liability company shall correct...
Section 63.017 - Filing duty of Secretary of State. - (2) The Secretary of State files a document by indicating...
Section 63.024 - Evidentiary effect of copy of filed document. - (2) The provisions of ORS 56.110 shall apply to all...
Section 63.027 - Certificate of existence or authorization. - (2) A certificate of existence or authorization when issued means...
Section 63.032 - Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules. - (A) Prepare and submit to the Secretary of State within...
Section 63.034 - Knowledge and notice. - (2) A person has notice of a fact if the...
Section 63.047 - Articles of organization. - (a) The name of the limited liability company, which must...
Section 63.051 - Organization. - (2) The Secretary of State’s filing of the articles of...
Section 63.074 - Purposes; prohibition on illegal purposes. - (2) Subject to the laws of the state, the rules...
Section 63.077 - General powers. - (2) Unless its articles of organization provide otherwise, and subject...
Section 63.094 - Limited liability company name. - (2) A limited liability company name may not contain the...
Section 63.097 - Reserved name. - (2) If the Secretary of State finds that the limited...
Section 63.101 - Registered name. - (2) The application must set forth the limited liability company...
Section 63.111 - Registered office and registered agent. - (2) A registered agent must be: (a) An individual who...
Section 63.114 - Change of registered office or registered agent. - (a) The name of the limited liability company; (b) If...
Section 63.117 - Resignation of registered agent. - (2) Upon delivery of the signed statement, the Secretary of...
Section 63.121 - Service on limited liability company. - (2) The Secretary of State shall be an agent of...
Section 63.130 - Rights of members and managers; matters requiring consent of all or majority of members. - (a) Each member has equal rights in the management and...
Section 63.140 - Agency power of managers and members; interest in real property. - (a) Each member is an agent of the limited liability...
Section 63.155 - Duties and standard of conduct. - (2) A member’s duty of loyalty to a member-managed limited...
Section 63.160 - Limitation of liability and indemnification. - (1) Any breach of the member’s or manager’s duty of...
Section 63.165 - Liability of members and managers. - (2) The failure of a limited liability company to observe...
Section 63.180 - Liability for contributions. - (2) Except as provided in the articles of organization or...
Section 63.185 - Allocation of profits and losses. - (2) If neither the articles of organization nor any operating...
Section 63.205 - Voluntary withdrawal of member. - (a) At the time or upon the occurrence of events...
Section 63.209 - Expulsion of member. - (a) In accordance with a written provision in the articles...
Section 63.219 - Distribution in kind. - (1) No member, regardless of the nature of the member’s...
Section 63.229 - Limitations on distribution. - (a) The limited liability company would be able to pay...
Section 63.235 - Liability for wrongful distribution. - (2) A member of a manager-managed limited liability company who...
Section 63.245 - Admission of members. - (a) The date the initial articles of organization are filed;...
Section 63.249 - Assignment of membership interest; effect of assignment. - (1) A membership interest is assignable in whole or in...
Section 63.255 - Rights of assignee who becomes member. - (2) Whether or not an assignee of a membership interest...
Section 63.265 - Cessation of membership. - (1) A member shall cease to be a member in...
Section 63.431 - Operating agreement. - (2) The power to adopt, alter, amend or repeal an...
Section 63.434 - Amendment to articles of organization. - (2) A limited liability company amending its articles of organization...
Section 63.437 - Restated articles of organization. - (2) The restatement may include one or more amendments to...
Section 63.441 - Amendment by managers. - (1) Delete the names and addresses of the initial managers,...
Section 63.467 - Definitions for ORS 63.467 to 63.497. - (1) "Business entity" means: (a) Any of the following for-profit...
Section 63.470 - Conversion. - (b) A limited liability company organized under this chapter may...
Section 63.473 - Action on plan of conversion. - (a) In the case of a limited liability company, by...
Section 63.476 - Articles and plan of conversion. - (a) File articles of conversion that state the name and...
Section 63.479 - Effect of conversion; entity existence continues; assumed business name. - (a) The business entity continues its existence despite the conversion;...
Section 63.481 - Merger. - (a) The merger is permitted by the laws of this...
Section 63.487 - Action on plan of merger. - (a) In the case of a limited liability company, by...
Section 63.494 - Articles and plan of merger. - (a) Articles of merger that set forth the name and...
Section 63.497 - Effect of merger. - (a) Every other business entity that is a party to...
Section 63.621 - Dissolution. - (1) Upon reaching the time for dissolution, if any, specified...
Section 63.625 - Distribution of assets upon dissolution. - (1) To the extent permitted by law, to creditors, including...
Section 63.629 - Agency power of members and managers after dissolution. - (a) By any act or omission appropriate for winding up...
Section 63.631 - Articles of dissolution. - (1) The name of the limited liability company; and (2)...
Section 63.637 - Effect of dissolution; winding up. - (2) Dissolution of a limited liability company does not: (a)...
Section 63.641 - Known claims against dissolved limited liability company. - (2) The dissolved limited liability company shall notify its known...
Section 63.644 - Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company. - (2) The notice must: (a) Be published one time in...
Section 63.645 - Enforcement of claims against dissolved limited liability company. - (1) Against the dissolved limited liability company to the extent...
Section 63.647 - Grounds for administrative dissolution. - (1) The limited liability company does not pay when due...
Section 63.651 - Procedure; effect of administrative dissolution. - (2) If the limited liability company does not correct each...
Section 63.654 - Reinstatement following administrative dissolution. - (a) State the name of the limited liability company and...
Section 63.657 - Appeal from denial of reinstatement. - (2) The limited liability company may appeal the denial of...
Section 63.661 - Grounds for judicial dissolution; finding that limited liability company is shell entity; prima facie showing by Attorney General; effects; affirmative defenses. - (a) In a proceeding by the Attorney General if the...
Section 63.664 - Procedure for judicial dissolution. - (2) It is not necessary to make members parties to...
Section 63.671 - Judgment of dissolution. - (2) After entering the judgment of dissolution, the court shall...
Section 63.701 - Authority to transact business required. - (2) The following activities, among others, do not constitute transacting...
Section 63.704 - Consequences of transacting business without authority. - (2) The successor to a foreign limited liability company that...
Section 63.707 - Application for authority to transact business. - (a) The name of the foreign limited liability company or,...
Section 63.711 - Amendment to application for authority. - (a) Its name as shown on the records of the...
Section 63.714 - Effect of authority. - (2) Except as provided in subsection (3) of this section,...
Section 63.717 - Name of foreign limited liability company. - (2) The name of the foreign limited liability company must...
Section 63.721 - Registered office and registered agent of foreign limited liability company. - (1) A registered office that may be, but need not...
Section 63.724 - Change of registered office or registered agent of foreign limited liability company. - (a) The name of the foreign limited liability company; (b)...
Section 63.727 - Resignation of registered agent of a foreign limited liability company. - (2) Upon the delivery of the signed statement, the Secretary...
Section 63.731 - Service on a foreign limited liability company. - (2) The Secretary of State shall be an agent of...
Section 63.734 - Withdrawal of foreign limited liability company. - (a) The name of the foreign limited liability company and...
Section 63.737 - Grounds for revocation. - (1) The foreign limited liability company does not deliver the...
Section 63.741 - Procedure for and effect of revocation. - (2) If the foreign limited liability company does not correct...
Section 63.747 - Reinstatement of authority. - (a) State the name of the foreign limited liability company...
Section 63.771 - Limited liability company records. - (a) A current list of the full name and last-known...
Section 63.777 - Scope of inspection right. - (2) The right to copy records includes, if reasonable, the...
Section 63.781 - Court-ordered inspection. - (2) If a limited liability company does not within a...
Section 63.787 - Annual report; updates; rules. - (a) The name of the limited liability company and the...
Section 63.801 - Derivative proceedings. - (2) Except as otherwise provided in writing in the articles...
Section 63.965 - Reservation of power to amend or repeal; effect of amendment or repeal. - (2) The amendment or repeal of a statute in this...
Section 63.990 - Penalty for signing false document. - (a) Knows the document is false in any material respect;...
Section 63.992 - Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action. - (a) Making, issuing, delivering or publishing, or participating in making,...