2017 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 063 - Limited Liability Companies
Section 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:
(A) Prepare and submit to the Secretary of State within 30 days the list described in ORS 63.771 (1)(a); and
(B) Answer within 30 days any interrogatory that is related to an alleged or potential violation of this chapter that the Secretary of State submits to the limited liability company.
(b) Notwithstanding the provisions of ORS 192.311 to 192.478, the list described in paragraph (a)(A) of this subsection and information that the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection is not subject to public disclosure. The Secretary of State may provide a law enforcement agency with the list described in paragraph (a)(A) of this subsection and information the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection.
(2)(a) If a limited liability company fails to comply with an order from the Secretary of State under subsection (1) of this section, the Secretary of State may:
(A) Impose a civil penalty on the limited liability company in accordance with ORS 183.745;
(B) Cancel or revoke an organization, or revoke a foreign limited liability company’s authorization to transact business in this state, after conducting a hearing under ORS 183.413 to 183.470; or
(C) Administratively dissolve the limited liability company in accordance with ORS 63.651.
(b) The Secretary of State shall provide in an order that imposes a civil penalty under paragraph (a)(A) of this subsection that the civil penalty is not due and payable until after the order becomes final following any appeal of the order or, if an appeal does not occur, after the order becomes final by operation of law.
(3)(a) The Director of the Department of Revenue may recommend to the Secretary of State that the Secretary of State administratively dissolve a limited liability company for a failure to comply with the tax laws of the state, but the director may not recommend administrative dissolution if the director has allowed an appeal of the limited liability company’s tax liability or another action of the Department of Revenue related to the limited liability company’s failure to comply with the tax laws of the state or if an appeal is pending. If the Secretary of State agrees with the director, the Secretary of State may dissolve the limited liability company under ORS 63.651.
(b) The Secretary of State, in consultation with the department, may specify what constitutes a failure to comply with the tax laws of the state for the purposes set forth in paragraph (a) of this subsection.
(4) The Secretary of State may not reinstate a limited liability company that was administratively or judicially dissolved unless, as appropriate:
(a) The limited liability company complies with the Secretary of State’s order under subsection (1) of this section;
(b) A law enforcement agency that has completed an investigation of the limited liability company for which the Secretary of State canceled or revoked organization or revoked an authorization to transact business in this state recommends that the Secretary of State allow the organization or reinstatement;
(c) A court order compels a reinstatement; or
(d) The Department of Revenue recommends a reinstatement.
(5) A limited liability company may appeal in accordance with ORS 183.480 to 183.500 an order the Secretary of State issues or an action the Secretary of State takes under this section.
(6) The Secretary of State and the Director of the Department of Revenue may each adopt rules to implement the provisions of this section. [2017 c.705 §5]
