Chapter 63 — Chapter 63
137 sections in this chapter.
ORS 63.645 Enforcement of claims against dissolved limited liability company. A claim against a dissolved limited liability company that is not barred under ORS 63.641 or 63.644 may be enforced
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(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 sat…
ORS 63.647 Grounds for administrative dissolution. The Secretary of State may commence a proceeding under ORS 63.651 to administratively dissolve a limited liability company if
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(1) The limited liability company does not pay when due any fees imposed by this chapter; (2) The limited liability company does not deliver the limited liability company’s annual report to the Secretary of State when due; (3) The limited liability company fails to comply with an…
ORS 63.651 Procedure; effect of administrative dissolution. (1) If the Secretary of State determines that one or more grounds exist under ORS 63.647 for dissolving a limited liability company, the Secretary of State shall give the limited liability company written notice of the determination
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(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 …
ORS 63.654 Reinstatement following administrative dissolution. (1) A limited liability company that the Secretary of State administratively dissolved under ORS 63.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must
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(a) State the name of the limited liability company and the effective date of the limited liability company’s administrative dissolution; and (b) State that the ground or grounds for dissolution either did not exist or have been eliminated. (2) If the Secretary of State determine…
ORS 63.657 Appeal from denial of reinstatement. (1) If the Secretary of State denies a limited liability company’s application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the limited liability company that explains the reason or reasons for denial
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(2) The limited liability company may appeal the denial of the reinstatement pursuant to the provisions of ORS chapter 183. [1993 c.173 §65] (Judicial Dissolution)
ORS 63.661 Grounds for judicial dissolution; finding that limited liability company is shell entity; prima facie showing by Attorney General; effects; affirmative defenses. (1) A circuit court may dissolve a limited liability company
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(a) In a proceeding by the Attorney General if the court finds that: (A) The limited liability company filed articles of organization with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; (B) The limited liability company has continued…
ORS 63.664 Procedure for judicial dissolution. (1) Venue for a proceeding by the Attorney General to dissolve a limited liability company lies in Marion County. Venue for a proceeding brought by any other party named in ORS 63.661 lies in the county where a limited liability company’s principal office is located or, if the principal office is not in this state, where its registered office is or was last located
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(2) It is not necessary to make members parties to a proceeding to dissolve a limited liability company unless relief is sought against them individually. (3) A court in a proceeding brought to judicially dissolve a limited liability company may issue injunctions, appoint a recei…
ORS 63.671 Judgment of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 63.661 exist, it may enter a judgment dissolving the limited liability company and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment
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(2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the limited liability company’s business and affairs in accordance with ORS 63.637, the notification of claimants and enforcement of claims in accordance with ORS 63.641 and 6…
ORS 63.674 Deposit with State Treasurer. Assets of a dissolved limited liability company that should be distributed to a creditor, claimant or member of the limited liability company who cannot be found or who is not competent to receive them shall be reduced to cash and, within six months after the final distribution of such liquidation or winding up is payable, deposited with the State Treasurer as unclaimed property under ORS 98.352. The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer and another shall be delivered to the office for filing. [1993 c.173 §69; 2019 c.678 §49; 2021 c.424 §26]
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FOREIGN LIMITED LIABILITY COMPANIES (Authority to Transact Business)
ORS 63.701 Authority to transact business required. (1) A foreign limited liability company may not transact business in this state until it has been authorized to do so by the Secretary of State
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(2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending or settling any proceeding. (b) Holding meetings of the managers or members or carrying on other activities concerni…
ORS 63.704 Consequences of transacting business without authority. (1) A foreign limited liability company transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state
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(2) The successor to a foreign limited liability company that transacted business in this state without authority to transact business in this state and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in a…
ORS 63.707 Application for authority to transact business. (1) A foreign limited liability company may apply for authority to transact business in this state by delivering an application to the office of the Secretary of State for filing. The application must set forth
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(a) The name of the foreign limited liability company or, if the name the foreign limited liability company uses is unavailable for filing in this state, another name that satisfies the requirements of ORS 63.717; (b) The name of the state or country under whose law the foreign l…
ORS 63.711 Amendment to application for authority. (1) A foreign limited liability company authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this state to the office for filing if it changes
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(a) Its name as shown on the records of the office; or (b) The period of its duration. (2) The amendment to the application for authority to transact business in this state shall set forth its name shown on the records of the office and the new name or the new period of duration.…
ORS 63.714 Effect of authority. (1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its members
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(2) Except as provided in subsection (3) of this section, a foreign limited liability company may not be denied registration by reason of any difference between the laws of this state and the laws of the state or other jurisdiction under which the foreign limited liability compan…
ORS 63.717 Name of foreign limited liability company. (1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign limited liability company to transact business in this state if the name of the foreign limited liability company does not conform to ORS 63.094
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(2) The name of the foreign limited liability company must contain a word or abbreviation required by ORS 63.094 unless the name contains some other word, phrase or abbreviation that the laws of the place of organization require to denote a limited liability company. (3) If a lim…
ORS 63.721 Registered office and registered agent of foreign limited liability company. Each foreign limited liability company authorized to transact business in this state must continuously maintain in this state
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(1) A registered office that may be, but need not be, the same as any of its places of business; and (2) A registered agent who may be: (a) An individual who resides in this state and whose business office is identical to the registered office; (b) A domestic limited liability co…
ORS 63.724 Change of registered office or registered agent of foreign limited liability company. (1) A foreign limited liability company authorized to transact business in this state 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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(a) The name of the foreign limited liability company; (b) If the registered office is to be changed, the street address, including street and number, of the new registered office; (c) If the registered agent is to be changed, the name of the new registered agent and a statement …
ORS 63.727 Resignation of registered agent of a foreign limited liability company. (1) The registered agent of a foreign limited liability company 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 foreign limited liability company. The statement of resignation may include a statement that the registered office is also discontinued
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(2) Upon the delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the foreign limited liability company under subsection (1) of this section shall be addressed to the foreign limited liability company at…
ORS 63.731 Service on a foreign limited liability company. (1) The registered agent appointed by a foreign limited liability company authorized to transact business in this state shall be its agent upon whom any process, notice or demand required or permitted by law to be served upon the foreign limited liability company may be served
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(2) The Secretary of State shall be an agent of a foreign limited liability company upon whom any process, notice or demand may be served, if: (a) The foreign limited liability company is authorized to transact business in this state, and it fails to appoint or maintain a registe…
ORS 63.734 Withdrawal of foreign limited liability company. (1) A foreign limited liability company authorized to transact business in this state may withdraw from transacting business in this state by applying to the office for withdrawal. The application shall set forth
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(a) The name of the foreign limited liability company and the name of the state or country under whose law it is organized; (b) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (c) That it revokes the autho…
ORS 63.737 Grounds for revocation. The Secretary of State may commence a proceeding under ORS 63.741 to revoke the authority of a foreign limited liability company to transact business in this state if
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(1) The foreign limited liability company does not deliver the limited liability company’s annual report to the Secretary of State within the time prescribed by this chapter; (2) The foreign limited liability company does not pay within the time prescribed by this chapter any fee…
ORS 63.741 Procedure for and effect of revocation. (1) If the Secretary of State determines that one or more grounds exist under ORS 63.737 for revocation of authority of a foreign limited liability company to transact business in this state, the Secretary of State shall give the foreign limited liability company written notice of the determination
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(2) If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 45 days after notice is given, the Secretar…
ORS 63.744 Appeal from revocation. In addition to any other legal remedy which may be available, a foreign limited liability company shall have the right to appeal the Secretary of State’s revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. [1993 c.173 §88]
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[Repealed or reserved.]
ORS 63.747 Reinstatement of authority. (1) A foreign limited liability company that has had its authority revoked under ORS 63.741 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall
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(a) State the name of the foreign limited liability company and the effective date its authority was revoked; and (b) State that the ground or grounds for revocation of authority either did not exist or have been eliminated. (2) If the Secretary of State determines that the appli…
ORS 63.771 Limited liability company records. (1) Each limited liability company shall keep at an office specified in the manner provided in any operating agreement or, if none, at the registered office, the following
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(a) A current list of the full name and last-known business, residence or mailing address of each member and manager, both past and present. (b) A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to …
ORS 63.777 Scope of inspection right. (1) A member’s agent or attorney has the same inspection and copying rights as the member
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(2) The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. (3) The limited liability company may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to…
ORS 63.781 Court-ordered inspection. (1) If a limited liability company does not allow a member to inspect and copy any records required to be available for inspection, the circuit court of the county where the limited liability company’s principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded at the company’s expense upon application of the member
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(2) If a limited liability company does not within a reasonable time allow a member to inspect and copy any other record, the member may apply to the circuit court in the county where the company’s principal office is located, or, if the principal office is not in this state, whe…
ORS 63.784 Certain expense reports to members. If a limited liability company indemnifies or advances expenses to a member or manager under ORS 63.160 in connection with a proceeding by or in the right of the limited liability company, the limited liability company shall report the indemnification or advance in writing to the members. [1993 c.173 §99; 1999 c.86 §17]
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[Repealed or reserved.]
ORS 63.787 Annual report; updates; rules. (1) A domestic limited liability company, and a foreign limited liability company authorized to transact business in this state, shall by the limited liability company’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth
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(a) The name of the limited liability company and the state or country under whose law the limited liability company is organized; (b) The street address of the limited liability company’s registered office and name of the limited liability company’s registered agent at the regis…
ORS 63.801 Derivative proceedings. (1) A member may not commence a proceeding in the right of a domestic or foreign limited liability company unless the person was a member of the limited liability company when the transaction complained of occurred or unless the member became a member through transfer by operation of law from one who was a member at that time
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(2) Except as otherwise provided in writing in the articles of organization or any operating agreement, a complaint in a proceeding brought in the right of a limited liability company must allege with particularity the demand made, if any, to obtain action by the managers or the …
ORS 63.810 Taxation of limited liability companies and members. For purposes of ORS 320.005 to 320.150 and ORS chapters 305, 306, 307, 308, 308A, 309, 310, 311, 312, 314, 315, 316, 317, 318, 319, 321, 323 and 324, a limited liability company formed under this chapter or qualified to do business in this state as a foreign limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For purposes of ORS 320.005 to 320.150 and ORS chapters 305, 306, 307, 308, 308A, 309, 310, 311, 312, 314, 315, 316, 317, 318, 319, 321, 323 and 324, a member or an assignee of a member of a limited liability company formed under this chapter or qualified to do business in this state as a foreign limited liability company shall have the same status as the member or assignee of a member has for federal income tax purposes. [1993 c.173 §101; 1997 c.646 §13; 1999 c.557 §1; 2009 c.33 §1]
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MISCELLANEOUS
ORS 63.951 Short title. This chapter shall be known and may be cited as the “Oregon Limited Liability Company Act.” [1993 c.173 §1]
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[Repealed or reserved.]
ORS 63.955 Interstate application. A limited liability company organized and existing under this chapter may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign country. [1993 c.173 §104]
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[Repealed or reserved.]
ORS 63.960 Applicability of chapter to practice of dentistry. Nothing in this chapter is intended to supersede the provisions of ORS 679.020. [1997 c.774 §29]
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[Repealed or reserved.]
ORS 63.965 Reservation of power to amend or repeal; effect of amendment or repeal. (1) All or part of this chapter may be amended or repealed at any time and all domestic and foreign limited liability companies subject to this chapter shall be governed by the amendment or repeal
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(2) The amendment or repeal of a statute in this chapter does not affect: (a) The operation of the statute or any action taken under the statute before its amendment or repeal. (b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred u…
ORS 63.990 Penalty for signing false document. (1) A person commits the crime of signing a false document for filing if the person
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(a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. (2) Signing a false document for filing is a Class A misdemeanor. [1993 c.173 §…
ORS 63.992 Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action. (1) A member, manager, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the member, manager, employee or agent
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(a) Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entity’s shares, asset…