PocketLaw | Oregon Revised Statutes | Limited Liability Companies

Limited Liability Companies

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Definitions.

Inclusion of limited liability companies and managers and members of limited liability companies in definitions.

Filing requirements.

Filing, service, copying and certification fees.

[Repealed by 1959 c.580 §104]

Effective time and date of document.

Correcting filed document.

Forms; rules.

Filing duty of Secretary of State.

[Repealed by 1959 c.580 §104]

Appeal from Secretary of State’s refusal to file document.

Evidentiary effect of copy of filed document.

Certificate of existence or authorization.

[Repealed by 1959 c.580 §104]

Powers.

Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules.

Knowledge and notice.

[Repealed by 1959 c.580 §104]

Formation.

Articles of organization.

[Repealed by 1959 c.580 §104]

Organization.

Liability for preorganization transactions.

Operating agreements.

[Repealed by 1959 c.580 §104]

[Repealed by 1959 c.580 §104]

Purposes; prohibition on illegal purposes.

General powers.

Limited liability company name.

Reserved name.

Registered name.

[Repealed by 1959 c.580 §104]

Registered office and registered agent.

Change of registered office or registered agent.

Resignation of registered agent.

Service on limited liability company.

Rights of members and managers; matters requiring consent of all or majority of members.

[1993 c.173 §29; repealed by 1999 c.86 §23]

Agency power of managers and members; interest in real property.

[1993 c.173 §31; repealed by 1999 c.86 §23]

[1993 c.173 §32; 1995 c.93 §6; repealed by 1999 c.86 §23]

Duties and standard of conduct.

Limitation of liability and indemnification.

Liability of members and managers.

Liability of limited liability company for acts, omissions or conduct of member or manager.

Contributions.

Liability for contributions.

Allocation of profits and losses.

Allocation of interim distributions.

Right to interim distributions.

Voluntary withdrawal of member.

Expulsion of member.

[1959 c.660 §1; repealed by 1981 c.68 §1]

[1993 c.173 §43; 1995 c.93 §11; repealed by 1997 c.646 §18]

Distribution in kind.

[1959 c.660 §2; repealed by 1981 c.68 §1]

Right to distribution.

Limitations on distribution.

[1959 c.660 §3; repealed by 1981 c.68 §1]

Liability for wrongful distribution.

Nature of membership interest.

[1959 c.660 §4; repealed by 1981 c.68 §1]

Admission of members.

Assignment of membership interest; effect of assignment.

[1959 c.660 §5; repealed by 1981 c.68 §1]

Rights of assignee who becomes member.

Rights of judgment creditor against member.

[1959 c.660 §6; repealed by 1981 c.68 §1]

Cessation of membership.

[1959 c.660 §8; repealed by 1981 c.68 §1]

[1959 c.660 §7; 1967 c.359 §675; repealed by 1981 c.68 §1]

[1959 c.660 §9; repealed by 1981 c.68 §1]

[1959 c.660 §10; repealed by 1981 c.68 §1]

[1959 c.660 §11; repealed by 1981 c.68 §1]

[1959 c.660 §12; repealed by 1981 c.68 §1]

[1959 c.660 §13; repealed by 1981 c.68 §1]

[1959 c.660 §15; repealed by 1981 c.68 §1]

[1959 c.660 §16; repealed by 1981 c.68 §1]

Operating agreement.

Amendment to articles of organization.

Restated articles of organization.

Amendment by managers.

Amendment by members.

Definitions for ORS 63.467 to 63.497.

Conversion.

Action on plan of conversion.

Articles and plan of conversion.

Effect of conversion; entity existence continues; assumed business name.

Merger.

Action on plan of merger.

Articles and plan of merger.

Effect of merger.

[1993 c.173 §94; repealed by 1999 c.362 §67]

Dissolution.

Distribution of assets upon dissolution.

Agency power of members and managers after dissolution.

Articles of dissolution.

Effect of dissolution; winding up.

Known claims against dissolved limited liability company.

Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company.

Enforcement of claims against dissolved limited liability company.

Grounds for administrative dissolution.

Procedure; effect of administrative dissolution.

Reinstatement following administrative dissolution.

Appeal from denial of reinstatement.

Grounds for judicial dissolution; finding that limited liability company is shell entity; prima facie showing by Attorney General; effects; affirmative defenses.

Procedure for judicial dissolution.

Judgment of dissolution.

Deposit with State Treasurer.

Authority to transact business required.

Consequences of transacting business without authority.

Application for authority to transact business.

Amendment to application for authority.

Effect of authority.

Name of foreign limited liability company.

Registered office and registered agent of foreign limited liability company.

Change of registered office or registered agent of foreign limited liability company.

Resignation of registered agent of a foreign limited liability company.

Service on a foreign limited liability company.

Withdrawal of foreign limited liability company.

Grounds for revocation.

Procedure for and effect of revocation.

Appeal from revocation.

Reinstatement of authority.

Limited liability company records.

Scope of inspection right.

Court-ordered inspection.

Certain expense reports to members.

Annual report; updates; rules.

Derivative proceedings.

Taxation of limited liability companies and members.

Short title.

Interstate application.

Applicability of chapter to practice of dentistry.

Reservation of power to amend or repeal; effect of amendment or repeal.

Penalty for signing false document.

Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action.