Chapter 63 — Chapter 63

ORS 63.001 Definitions. As used in this chapter

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ORS 63.002 Inclusion of limited liability companies and managers and members of limited liability companies in definitions. Unless the context otherwise requires, throughout Oregon Revised Statutes

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ORS 63.004 Filing requirements. (1)(a) For the Secretary of State to file a document under this chapter, the document must

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ORS 63.007 Filing, service, copying and certification fees. The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter. [1993 c.173 §4; 1995 c.93 §2; 1999 c.362 §§29,29a]

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ORS 63.010 [Repealed by 1959 c.580 §104]

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ORS 63.011 Effective time and date of document. (1) Except as provided in subsection (2) of this section and ORS 63.014 (3), a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified

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ORS 63.014 Correcting filed document. (1) A domestic or foreign limited liability company may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged

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ORS 63.016 Forms; rules. Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms. [1993 c.173 §7; 1995 c.215 §10]

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ORS 63.017 Filing duty of Secretary of State. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 63.004, the Secretary of State shall file the document

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ORS 63.020 [Repealed by 1959 c.580 §104]

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ORS 63.021 Appeal from Secretary of State’s refusal to file document. If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign limited liability company, in addition to any other legal remedy which may be available, shall have the right to appeal from such order pursuant to the provisions of ORS chapter 183. [1993 c.173 §9]

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ORS 63.024 Evidentiary effect of copy of filed document. (1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the document or a facsimile thereof is on file with the office

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ORS 63.027 Certificate of existence or authorization. (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic limited liability company or a certificate of authorization for a foreign limited liability company

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ORS 63.030 [Repealed by 1959 c.580 §104]

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ORS 63.031 Powers. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1993 c.173 §12]

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ORS 63.032 Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules. (1)(a) The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a limited liability company to

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ORS 63.034 Knowledge and notice. (1) A person knows a fact if the person has actual knowledge of it

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ORS 63.040 [Repealed by 1959 c.580 §104]

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ORS 63.044 Formation. One or more individuals 18 years of age or older or other entities may form a limited liability company by executing and delivering articles of organization to the office for filing. Organizers need not be members of the limited liability company. [1993 c.173 §14]

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ORS 63.047 Articles of organization. (1) Articles of organization must set forth

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ORS 63.050 [Repealed by 1959 c.580 §104]

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ORS 63.051 Organization. (1) Unless a delayed effective date is specified in the articles of organization, the limited liability company’s existence begins when the articles of organization are filed by the Secretary of State

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ORS 63.054 Liability for preorganization transactions. All persons purporting to act as or on behalf of a limited liability company, knowing the limited liability company was not then in existence, are jointly and severally liable for all liabilities created while so acting. [1993 c.173 §17]

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ORS 63.057 Operating agreements. The operating agreement, if any, may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law or the articles of organization and may be in writing or oral. [1993 c.173 §18; 1995 c.93 §3]

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ORS 63.060 [Repealed by 1959 c.580 §104]

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ORS 63.070 [Repealed by 1959 c.580 §104]

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ORS 63.074 Purposes; prohibition on illegal purposes. (1) Except as otherwise provided by the laws of the state and in this section, a limited liability company formed under this chapter may conduct or promote any lawful business or purpose that a partnership, corporation or professional corporation as defined in ORS 58.015 may conduct or promote, unless the articles of organization set forth a more limited purpose. A person may not organize a limited liability company under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency

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ORS 63.077 General powers. (1) Unless its articles of organization provide otherwise, the duration of a limited liability company shall be perpetual

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ORS 63.094 Limited liability company name. (1) The name of a limited liability company must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC.”

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ORS 63.097 Reserved name. (1) A person may apply to the office to reserve a limited liability company name. The application must set forth the name and address of the applicant and the name proposed to be reserved

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ORS 63.101 Registered name. (1) A foreign limited liability company may apply to the office to register its name

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ORS 63.110 [Repealed by 1959 c.580 §104]

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ORS 63.111 Registered office and registered agent. (1) A limited liability company shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the limited liability company’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office

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ORS 63.114 Change of registered office or registered agent. (1) A limited liability company may change its registered office or registered agent by delivering to the office of the Secretary of State for filing a statement of change that sets forth

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ORS 63.117 Resignation of registered agent. (1) A registered agent may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy of the statement to the limited liability company. The statement may include a statement that the registered office is also discontinued

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ORS 63.121 Service on limited liability company. (1) The registered agent appointed by a limited liability company shall be an agent of the limited liability company upon whom any process, notice or demand required or permitted by law to be served upon the limited liability company may be served

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ORS 63.130 Rights of members and managers; matters requiring consent of all or majority of members. (1) In a member-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement

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ORS 63.135 [1993 c.173 §29; repealed by 1999 c.86 §23]

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ORS 63.140 Agency power of managers and members; interest in real property. (1) Subject to subsections (2) and (3) of this section

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ORS 63.145 [1993 c.173 §31; repealed by 1999 c.86 §23]

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ORS 63.150 [1993 c.173 §32; 1995 c.93 §6; repealed by 1999 c.86 §23]

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ORS 63.155 Duties and standard of conduct. (1) The only fiduciary duties a member owes to a member-managed limited liability company and its other members are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section

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ORS 63.160 Limitation of liability and indemnification. The articles of organization or any operating agreement may provide for indemnification of any person for acts or omissions as a member, manager, employee or agent and may eliminate or limit the liability of a member, manager, employee or agent to the limited liability company or its members for damages from such acts or omissions. However, no such provision shall eliminate or limit the liability or provide for indemnification of a member of a member-managed limited liability company or a manager of a manager-managed limited liability company for any act or omission occurring prior to the date when such provision became effective, and no such provision shall eliminate or limit the liability or provide for indemnification of a member or manager for

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ORS 63.165 Liability of members and managers. (1) The debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the limited liability company. A member or manager is not personally liable for a debt, obligation or liability of the limited liability company solely by reason of being or acting as a member or manager

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ORS 63.170 Liability of limited liability company for acts, omissions or conduct of member or manager. A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of the business of the limited liability company or with authority of the limited liability company. [1999 c.86 §7]

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ORS 63.175 Contributions. The contributions of a member to the limited liability company may consist of cash, property, services rendered, a promissory note or other obligation to contribute cash or property or to perform services. [1993 c.173 §36]

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ORS 63.180 Liability for contributions. (1) A promise by a member to contribute to the limited liability company is not enforceable unless it is set out in writing and signed by the member

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ORS 63.185 Allocation of profits and losses. (1) The profits and losses of a limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the articles of organization or any operating agreement

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ORS 63.195 Allocation of interim distributions. Distributions of cash or other assets of a limited liability company before the dissolution and winding up of the limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the articles of organization or any operating agreement. If neither the articles of organization nor any operating agreement provides for such allocations, such distributions shall be allocated among the members in proportion to their right to share in the profits of the limited liability company. [1993 c.173 §39]

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ORS 63.200 Right to interim distributions. Except as provided in ORS 63.205 to 63.235, a member is entitled to receive distributions from a limited liability company before the member’s withdrawal from the limited liability company and before the dissolution and winding up of the limited liability company to the extent and at the times or upon the occurrence of the events specified in the articles of organization or any operating agreement. [1993 c.173 §40]

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