2023 Oregon Revised Statutes
Volume : 02 - Business Organizations, Commercial Code
Chapter 063 - Limited Liability Companies

GENERAL PROVISIONS

• Section 63.001 - Definitions.
• Section 63.002 - Inclusion of limited liability companies and managers and members of limited liability companies in definitions.
• Section 63.004 - Filing requirements.
• Section 63.007 - Filing, service, copying and certification fees.
• Section 63.010 [Repealed by 1959 c.580 §104]
• Section 63.011 - Effective time and date of document.
• Section 63.014 - Correcting filed document.
• Section 63.016 - Forms; rules.
• Section 63.017 - Filing duty of Secretary of State.
• Section 63.020 [Repealed by 1959 c.580 §104]
• Section 63.021 - Appeal from Secretary of State’s refusal to file document.
• Section 63.024 - Evidentiary effect of copy of filed document.
• Section 63.027 - Certificate of existence or authorization.
• Section 63.030 [Repealed by 1959 c.580 §104]
• Section 63.031 - Powers.
• Section 63.032 - Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules.
• Section 63.034 - Knowledge and notice.
• Section 63.040 [Repealed by 1959 c.580 §104]

ORGANIZATION

• Section 63.044 - Formation.
• Section 63.047 - Articles of organization.
• Section 63.050 [Repealed by 1959 c.580 §104]
• Section 63.051 - Organization.
• Section 63.054 - Liability for preorganization transactions.
• Section 63.057 - Operating agreements.
• Section 63.060 [Repealed by 1959 c.580 §104]
• Section 63.070 [Repealed by 1959 c.580 §104]

PURPOSES AND POWERS

• Section 63.074 - Purposes; prohibition on illegal purposes.
• Section 63.077 - General powers.

NAME

• Section 63.094 - Limited liability company name.
• Section 63.097 - Reserved name.
• Section 63.101 - Registered name.
• Section 63.110 [Repealed by 1959 c.580 §104]

OFFICE AND AGENT

• Section 63.111 - Registered office and registered agent.
• Section 63.114 - Change of registered office or registered agent.
• Section 63.117 - Resignation of registered agent.
• Section 63.121 - Service on limited liability company.

MANAGEMENT AND MANAGEMENT RIGHTS OF MEMBERS

• Section 63.130 - Rights of members and managers; matters requiring consent of all or majority of members.
• Section 63.135 [1993 c.173 §29; repealed by 1999 c.86 §23]
• Section 63.140 - Agency power of managers and members; interest in real property.
• Section 63.145 [1993 c.173 §31; repealed by 1999 c.86 §23]
• Section 63.150 [1993 c.173 §32; 1995 c.93 §6; repealed by 1999 c.86 §23]
• Section 63.155 - Duties and standard of conduct.
• Section 63.160 - Limitation of liability and indemnification.
• Section 63.165 - Liability of members and managers.
• Section 63.170 - Liability of limited liability company for acts, omissions or conduct of member or manager.

FINANCES

• Section 63.175 - Contributions.
• Section 63.180 - Liability for contributions.
• Section 63.185 - Allocation of profits and losses.

DISTRIBUTIONS AND WITHDRAWAL

• Section 63.195 - Allocation of interim distributions.
• Section 63.200 - Right to interim distributions.
• Section 63.205 - Voluntary withdrawal of member.
• Section 63.209 - Expulsion of member.
• Section 63.210 [1959 c.660 §1; repealed by 1981 c.68 §1]
• Section 63.215 [1993 c.173 §43; 1995 c.93 §11; repealed by 1997 c.646 §18]
• Section 63.219 - Distribution in kind.
• Section 63.220 [1959 c.660 §2; repealed by 1981 c.68 §1]
• Section 63.225 - Right to distribution.
• Section 63.229 - Limitations on distribution.
• Section 63.230 [1959 c.660 §3; repealed by 1981 c.68 §1]
• Section 63.235 - Liability for wrongful distribution.

MEMBERSHIP INTEREST

• Section 63.239 - Nature of membership interest.
• Section 63.240 [1959 c.660 §4; repealed by 1981 c.68 §1]
• Section 63.245 - Admission of members.
• Section 63.249 - Assignment of membership interest; effect of assignment.
• Section 63.250 [1959 c.660 §5; repealed by 1981 c.68 §1]
• Section 63.255 - Rights of assignee who becomes member.
• Section 63.259 - Rights of judgment creditor against member.
• Section 63.260 [1959 c.660 §6; repealed by 1981 c.68 §1]
• Section 63.265 - Cessation of membership.
• Section 63.270 [1959 c.660 §8; repealed by 1981 c.68 §1]
• Section 63.280 [1959 c.660 §7; 1967 c.359 §675; repealed by 1981 c.68 §1]
• Section 63.290 [1959 c.660 §9; repealed by 1981 c.68 §1]
• Section 63.300 [1959 c.660 §10; repealed by 1981 c.68 §1]
• Section 63.310 [1959 c.660 §11; repealed by 1981 c.68 §1]
• Section 63.320 [1959 c.660 §12; repealed by 1981 c.68 §1]
• Section 63.330 [1959 c.660 §13; repealed by 1981 c.68 §1]
• Section 63.340 [1959 c.660 §15; repealed by 1981 c.68 §1]
• Section 63.350 [1959 c.660 §16; repealed by 1981 c.68 §1]

AMENDMENT OF ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT

• Section 63.431 - Operating agreement.
• Section 63.434 - Amendment to articles of organization.
• Section 63.437 - Restated articles of organization.
• Section 63.441 - Amendment by managers.
• Section 63.444 - Amendment by members.

CONVERSIONS AND MERGERS

• Section 63.467 - Definitions for ORS 63.467 to 63.497.
• Section 63.470 - Conversion.
• Section 63.473 - Action on plan of conversion.
• Section 63.476 - Articles and plan of conversion.
• Section 63.479 - Effect of conversion; entity existence continues; assumed business name.
• Section 63.481 - Merger.
• Section 63.487 - Action on plan of merger.
• Section 63.494 - Articles and plan of merger.
• Section 63.497 - Effect of merger.
• Section 63.501 [1993 c.173 §94; repealed by 1999 c.362 §67]

DISSOLUTION

• Section 63.621 - Dissolution.
• Section 63.625 - Distribution of assets upon dissolution.
• Section 63.629 - Agency power of members and managers after dissolution.
• Section 63.631 - Articles of dissolution.
• Section 63.637 - Effect of dissolution; winding up.
• Section 63.641 - Known claims against dissolved limited liability company.
• Section 63.644 - Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company.
• Section 63.645 - Enforcement of claims against dissolved limited liability company.
• Section 63.647 - Grounds for administrative dissolution.
• Section 63.651 - Procedure; effect of administrative dissolution.
• Section 63.654 - Reinstatement following administrative dissolution.
• Section 63.657 - Appeal from denial of reinstatement.
• Section 63.661 - Grounds for judicial dissolution; finding that limited liability company is shell entity; prima facie showing by Attorney General; effects; affirmative defenses.
• Section 63.664 - Procedure for judicial dissolution.
• Section 63.671 - Judgment of dissolution.
• Section 63.674 - Deposit with State Treasurer.

FOREIGN LIMITED LIABILITY COMPANIES

• Section 63.701 - Authority to transact business required.
• Section 63.704 - Consequences of transacting business without authority.
• Section 63.707 - Application for authority to transact business.
• Section 63.711 - Amendment to application for authority.
• Section 63.714 - Effect of authority.
• Section 63.717 - Name of foreign limited liability company.
• Section 63.721 - Registered office and registered agent of foreign limited liability company.
• Section 63.724 - Change of registered office or registered agent of foreign limited liability company.
• Section 63.727 - Resignation of registered agent of a foreign limited liability company.
• Section 63.731 - Service on a foreign limited liability company.
• Section 63.734 - Withdrawal of foreign limited liability company.
• Section 63.737 - Grounds for revocation.
• Section 63.741 - Procedure for and effect of revocation.
• Section 63.744 - Appeal from revocation.
• Section 63.747 - Reinstatement of authority.

RECORDS AND REPORTS

• Section 63.771 - Limited liability company records.
• Section 63.777 - Scope of inspection right.
• Section 63.781 - Court-ordered inspection.
• Section 63.784 - Certain expense reports to members.
• Section 63.787 - Annual report; updates; rules.

DERIVATIVE PROCEEDINGS

• Section 63.801 - Derivative proceedings.

STATE TAXATION

• Section 63.810 - Taxation of limited liability companies and members.

MISCELLANEOUS

• Section 63.951 - Short title.
• Section 63.955 - Interstate application.
• Section 63.960 - Applicability of chapter to practice of dentistry.
• Section 63.965 - Reservation of power to amend or repeal; effect of amendment or repeal.

PENALTY

• Section 63.990 - Penalty for signing false document.
• Section 63.992 - Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action.