Title 7, Corporations and Partnerships

Except as otherwise provided in the articles of organization or any operating agreement: (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 enti…

(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. (2) The power to adopt, alter, amend or repeal an opera…

(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 permitt…

(1) The managers of a manager-managed limited liability company may restate its articles of organization at any time with or without member action. (2) The restatement may include one or more amendments to the articles of organization. If the restatement includes an amendment req…

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: (1) Delete the names and addresses of the initial managers, if nam…

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 organizati…

As used in ORS 63.467 to 63.497: (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, …

(1)(a) A business entity may be converted to a limited liability company organized under this chapter. (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 o…

(1) A plan of conversion shall be approved as follows: (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…

(1) After the owners approve a conversion, the converting business entity shall: (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 …

(1) When a conversion to or from a limited liability company pursuant to ORS 63.470 takes effect: (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 conve…

(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 …

(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows: (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…

(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: (a) Articles of merger that set forth the name and type of each business entity that intends to me…

(1) When a merger involving a limited liability company takes effect: (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 o…

A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (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 organ…

Upon the winding up of a limited liability company, the assets shall be distributed as follows: (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 lia…

(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 m…

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: (1) The name of the limited liability company; and (2) The date the dissolution occurred. […

(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 pe…

(1) A dissolved limited liability company may dispose of the known claims against it by the procedure described in this section. (2) The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the dissolution. The writt…

(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 accord…

A claim against a dissolved limited liability company that is not barred under ORS 63.641 or 63.644 may be enforced: (1) Against the dissolved limited liability company to the extent of the dissolved limited liability company’s undistributed assets, including, without limitation,…

The Secretary of State may commence a proceeding under ORS 63.651 to administratively dissolve a limited liability company if: (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 …

(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. (2) If the limited liability company does not …

(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: (a) State the name of the limited liability company …

(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. (2) The limited…

(1) A circuit court may dissolve a limited liability company: (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 in…

(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 pr…

(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…

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 o…

(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. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section…

(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. (2)…

(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: (a) The name of the foreign limited liability company or, if the nam…

(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: (a) Its name as shown on the records of the office; or (b) …

(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. (2) Except as provided in subsection (3) of this section, a foreign limited liability …

(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. (2) The name o…

Each foreign limited liability company authorized to transact business in this state must continuously maintain in this state: (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…

(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: (a) The name of the foreign limited l…

(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 state…

(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. (…

(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: (a) The name of the foreign limited liability company and the name…

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: (1) The foreign limited liability company does not deliver the limited liability company’s annual report to the …

(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 o…

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]

(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: (a) State the name of the foreign limited liability company and …

(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: (a) A current list of the full name and last-known business, residence or mailing address of each member an…

(1) A member’s agent or attorney has the same inspection and copying rights as the member. (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 reasonabl…

(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,…

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…