Chapter 63 — Chapter 63
137 sections in this chapter.
ORS 63.205 Voluntary withdrawal of member. (1) A member may voluntarily withdraw from a limited liability company
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(a) At the time or upon the occurrence of events specified in the articles of organization or any operating agreement; or (b) Upon not less than six months’ prior written notice to the limited liability company, unless the articles of organization or any operating agreement expre…
ORS 63.209 Expulsion of member. (1) A member may be expelled from a limited liability company
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(a) In accordance with a written provision in the articles of organization or any operating agreement; or (b) Except as otherwise provided in writing in the articles of organization or any operating agreement, by a court, upon application of any member, if the court determines th…
ORS 63.210 [1959 c.660 §1; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.215 [1993 c.173 §43; 1995 c.93 §11; repealed by 1997 c.646 §18]
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[Repealed or reserved.]
ORS 63.219 Distribution in kind. Except as provided in the articles of organization or any operating agreement
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(1) No member, regardless of the nature of the member’s contribution, has any right to demand and receive any distribution from a limited liability company in any form other than cash; and (2) No member may be compelled to accept a distribution of any asset in kind from a limited…
ORS 63.220 [1959 c.660 §2; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.225 Right to distribution. When a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. [1993 c.173 §45]
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[Repealed or reserved.]
ORS 63.229 Limitations on distribution. (1) A distribution may be made by a limited liability company to any member only if, after giving effect to the distribution, in the judgment of the members, for a member-managed limited liability company, or the managers, for a manager-managed limited liability company
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(a) The limited liability company would be able to pay its debts as they become due in the ordinary course of business; and (b) The fair value of the total assets of the limited liability company would at least equal the sum of: (A) Its total liabilities; plus (B) Unless the arti…
ORS 63.230 [1959 c.660 §3; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.235 Liability for wrongful distribution. (1) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of ORS 63.229, the articles of organization or any operating agreement, is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating ORS 63.229, the articles of organization or any operating agreement, if it is established that the member or manager did not perform the member’s or manager’s duties in compliance with ORS 63.155
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(2) A member of a manager-managed limited liability company who receives a distribution knowing that it was made in violation of ORS 63.229 is personally liable to the limited liability company, but only to the extent that the distribution received by the member exceeded the amou…
ORS 63.239 Nature of membership interest. A membership interest is personal property. A member is not a co-owner of and has no interest in specific limited liability company property. [1993 c.173 §48]
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[Repealed or reserved.]
ORS 63.240 [1959 c.660 §4; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.245 Admission of members. (1) A person becomes a member of a limited liability company on the later of
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(a) The date the initial articles of organization are filed; or (b) The date stated in the records of the limited liability company as the date the person becomes a member. (2) After the filing of the limited liability company’s initial articles of organization, a person may be a…
ORS 63.249 Assignment of membership interest; effect of assignment. Except as provided in the articles of organization or any operating agreement
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(1) A membership interest is assignable in whole or in part. (2) An assignment of a membership interest does not itself dissolve the limited liability company. (3) Until the assignee of a membership interest becomes a member with respect to the interest, the assignee shall have t…
ORS 63.250 [1959 c.660 §5; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.255 Rights of assignee who becomes member. (1) An assignee who becomes a member as to the assigned interest has the rights and powers, and is subject to the restrictions and liabilities, of a member under this chapter, the articles of organization and any operating agreement. An assignee who becomes a member also is liable for any obligations of the assignee’s assignor to make contributions under ORS 63.180. However, the assignee is not obligated merely by becoming a member for any other liabilities for which the assignor was liable that were unknown to the assignee at the time the assignee became a member and that could not be ascertained from the articles of organization
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(2) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor’s liability to the limited liability company to make contributions under ORS 63.180. [1993 c.173 §51; 1995 c.93 §14; 1997 c.646 §6]
ORS 63.259 Rights of judgment creditor against member. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the membership interest. This chapter shall not deprive any member of the benefit of any exemption laws applicable to the member’s membership interest. [1993 c.173 §52]
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[Repealed or reserved.]
ORS 63.260 [1959 c.660 §6; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.265 Cessation of membership. Except as otherwise provided in the articles of organization or any operating agreement
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(1) A member shall cease to be a member in a limited liability company upon the member’s death, incompetency, bankruptcy, dissolution, withdrawal, expulsion or assignment of the member’s entire membership interest. (2)(a) Except as otherwise provided in paragraph (b) of this subs…
ORS 63.270 [1959 c.660 §8; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.280 [1959 c.660 §7; 1967 c.359 §675; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.290 [1959 c.660 §9; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.300 [1959 c.660 §10; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.310 [1959 c.660 §11; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.320 [1959 c.660 §12; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.330 [1959 c.660 §13; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.340 [1959 c.660 §15; repealed by 1981 c.68 §1]
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[Repealed or reserved.]
ORS 63.350 [1959 c.660 §16; repealed by 1981 c.68 §1]
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AMENDMENT OF ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT
ORS 63.431 Operating agreement. (1) An operating agreement of a limited liability company 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
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(2) The power to adopt, alter, amend or repeal an operating agreement of a limited liability company shall be vested in the members of the limited liability company, or for a single member limited liability company, in the sole member of the limited liability company, unless othe…
ORS 63.434 Amendment to articles of organization. (1) Consistent with the provisions of this chapter, a limited liability company may amend its articles of organization at any time to add, change or delete any provision, provided that the articles of organization as amended contain only such provisions as are required or permitted in initial articles of organization under this chapter as of the effective date of the amendment
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(2) A limited liability company amending its articles of organization shall deliver articles of amendment to the office for filing. (3) Articles of amendment shall contain: (a) The name of the limited liability company; (b) The text of each amendment adopted; (c) The date of each…
ORS 63.437 Restated articles of organization. (1) The managers of a manager-managed limited liability company may restate its articles of organization at any time with or without member action
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(2) The restatement may include one or more amendments to the articles of organization. If the restatement includes an amendment requiring member approval, it must be adopted as provided in ORS 63.444. (3) A limited liability company restating its articles of organization shall d…
ORS 63.441 Amendment by managers. Except as provided in the articles of organization, the manager or managers of a manager-managed limited liability company may adopt without member action one or more amendments to the articles of organization to
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(1) Delete the names and addresses of the initial managers, if named in the initial articles of organization; (2) Delete the name and address of the initial registered agent or registered office, if a statement of change is filed with the office of the Secretary of State; (3) Del…
ORS 63.444 Amendment by members. Except as otherwise provided in ORS 63.441 or in the articles of organization or any operating agreement, all amendments to the articles of organization or any operating agreement must be approved unanimously by the members. Unless otherwise provided in the articles of organization or any operating agreement, the managers, if any, of the limited liability company may, but need not, propose or take a position recommending or disapproving any such proposed amendment. [1993 c.173 §74; 1995 c.93 §17; 1997 c.646 §9]
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CONVERSIONS AND MERGERS
ORS 63.467 Definitions for ORS 63.467 to 63.497. As used in ORS 63.467 to 63.497
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(1) “Business entity” means: (a) Any of the following for-profit entities: (A) A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; (B) A corporation organized under ORS chapter 60, predecessor law or comparable law…
ORS 63.470 Conversion. (1)(a) A business entity may be converted to a limited liability company organized under this chapter
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(b) A limited liability company organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. (c) A business entity may perform a conversion described in…
ORS 63.473 Action on plan of conversion. (1) A plan of conversion shall be approved as follows
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(a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement. (b) In the case of a business entity other than a limited liability company, as provided by the statutes…
ORS 63.476 Articles and plan of conversion. (1) After the owners approve a conversion, the converting business entity shall
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(a) File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and (b) File a plan of conversion or, in lieu of a plan of conversion, a written declaration t…
ORS 63.479 Effect of conversion; entity existence continues; assumed business name. (1) When a conversion to or from a limited liability company pursuant to ORS 63.470 takes effect
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(a) The business entity continues its existence despite the conversion; (b) Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment; (c) All obligations of the converting busine…
ORS 63.481 Merger. (1) One or more business entities may merge into a limited liability company organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A limited liability company organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction if
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(a) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity; (b) A plan of merger is approved by each business entity that is a party to the merger; (c) Articles of merger are filed in this state; and (d) Th…
ORS 63.487 Action on plan of merger. (1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows
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(a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement. (b) In the case of a business entity other than a limited liability company, as provided by the statutes…
ORS 63.494 Articles and plan of merger. (1) After each business entity that is a party to a merger approves a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State for filing
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(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (A) Identifies an add…
ORS 63.497 Effect of merger. (1) When a merger involving a limited liability company takes effect
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(a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases; (b) Title to all real estate and other property owned by each of the business entities that were parties to the merger …
ORS 63.501 [1993 c.173 §94; repealed by 1999 c.362 §67]
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DISSOLUTION (Generally)
ORS 63.621 Dissolution. A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following
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(1) Upon reaching the time for dissolution, if any, specified in the articles of organization. (2) Upon the occurrence of events specified in the articles of organization or any operating agreement. (3) By the vote or such other action of the members as provided in the articles o…
ORS 63.625 Distribution of assets upon dissolution. Upon the winding up of a limited liability company, the assets shall be distributed as follows
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(1) To the extent permitted by law, to creditors, including members and former members who are creditors, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under ORS 63.200 or 63.249; (2) Except as provided in the …
ORS 63.629 Agency power of members and managers after dissolution. (1) Except as provided in subsections (2) and (3) of this section, and except as otherwise provided in the articles of organization or any operating agreement, after dissolution of the limited liability company, each member of a member-managed limited liability company and each manager of a manager-managed limited liability company can bind the limited liability company
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(a) By any act or omission appropriate for winding up the limited liability company’s affairs or completing transactions unfinished at dissolution; and (b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to t…
ORS 63.631 Articles of dissolution. At any time following dissolution of the limited liability company, the limited liability company may deliver to the office of the Secretary of State articles of dissolution setting forth
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(1) The name of the limited liability company; and (2) The date the dissolution occurred. [1993 c.173 §60; 1995 c.93 §20]
ORS 63.637 Effect of dissolution; winding up. (1) A dissolved limited liability company continues its existence, but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs, including the actions specified in ORS 60.637 for a dissolved corporation. The limitation on personal liability otherwise provided in this chapter for members and managers shall continue following dissolution for actions appropriate to the winding up and liquidation
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(2) Dissolution of a limited liability company does not: (a) Transfer title to the limited liability company’s property; (b) Subject its members, managers or employees to standards of conduct different from those prescribed in this chapter; (c) Prevent commencement of a proceedin…
ORS 63.641 Known claims against dissolved limited liability company. (1) A dissolved limited liability company may dispose of the known claims against it by the procedure described in this section
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(2) The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the dissolution. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sen…
ORS 63.644 Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company. (1) A dissolved limited liability company that has filed articles of dissolution in accordance with ORS 63.631 may publish notice of the limited liability company’s dissolution and request that persons with claims against the limited liability company present the claims in accordance with the notice
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(2) The notice must: (a) Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company’s principal office is located or, if the principal office is not in this state, where the dissolved limited liability company’s registe…