Title 7, Corporations and Partnerships

(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 …

(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. (2) A domestic or fore…

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]

(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. (2) The Secretary of State files a document by indicating on the document that the Secretary of State filed the…

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 O…

(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. (2) The provisions of ORS 56.110 …

(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. (2) A certificate of existence or authorization when issued means that: (a) The…

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]

(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: (A) Prepare and submit to the Secretary of …

(1) A person knows a fact if the person has actual knowledge of it. (2) A person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; or (c) Has reason to know it exists from all the facts known to the person at the time in question. (3) A p…

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]

(1) Articles of organization must set forth: (a) The name of the limited liability company, which must satisfy the requirements of ORS 63.094; (b) The address, including street and number, and mailing address, if different, of the limited liability company’s initial registered of…

(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. (2) The Secretary of State’s filing of the articles of organization is conclus…

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]

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]

(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 cond…

(1) Unless its articles of organization provide otherwise, the duration of a limited liability company shall be perpetual. (2) Unless its articles of organization provide otherwise, and subject to the provisions of ORS 63.074 (2), each limited liability company organized under th…

(1) The name of a limited liability company must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC.” (2) A limited liability company name may not contain the word or abbreviation “cooperative,” “corporation,” “corp.,” “incorporated,” “Inc.,” “limi…

(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. (2) If the Secretary of State finds that the limited liability company name applied for con…

(1) A foreign limited liability company may apply to the office to register its name. (2) The application must set forth the limited liability company name, the state or country of its organization, the date of its organization and a brief description of the nature of the busines…

(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 addre…

(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: (a) The name of the limited liability company; (b) If the registered office is to be change…

(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. (2) Upon d…

(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. (2) The Secretary of State shal…

(1) In a member-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement: (a) Each member has equal rights in the management and conduct of the limited liability company’s business; and (b) Except as otherwise provide…

(1) Subject to subsections (2) and (3) of this section: (a) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the limited liability company’s name, for apparently carrying on…

(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. (2) A member’s duty of loyalty to a member-managed limited liability …

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…

(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 li…

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…

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]

(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. (2) Except as provided in the articles of organization or any operating agreement, a member is obligated to the limited liability …

(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. (2) If neither the articles of organization nor any operating agreement…

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 …

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 an…

(1) A member may voluntarily withdraw from a limited liability company: (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 compa…

(1) A member may be expelled from a limited liability company: (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 co…

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

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]

(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: (a) The …

(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 …

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]

(1) A person becomes a member of a limited liability company on the later of: (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 l…

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

(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 liabl…

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 …