ORS Chapter 63

Chapter 63 — LimitedLiability Companies

2009 EDITION

LIMITEDLIABILITY COMPANIES

CORPORATIONSAND PARTNERSHIPS

GENERALPROVISIONS

(Definitions)

63.001 Definitions

63.002 Inclusionof limited liability companies and managers and members of limited liabilitycompanies in definitions

(FilingDocuments)

63.004 Filingrequirements

63.007 Filing,service, copying and certification fees

63.011 Effectivetime and date of document

63.014 Correctingfiled document

63.016 Forms;rules

63.017 Filingduty of Secretary of State

63.021 Appealfrom Secretary of State’s refusal to file document

63.024 Evidentiaryeffect of copy of filed document

63.027 Certificateof existence or authorization

(Secretaryof State)

63.031 Powers

(Notice)

63.034 Knowledgeand notice

ORGANIZATION

63.044 Formation

63.047 Articlesof organization

63.051 Organization

63.054 Liabilityfor preorganization transactions

63.057 Operatingagreements

PURPOSESAND POWERS

63.074 Purposes

63.077 Generalpowers

NAME

63.094 Limitedliability company name

63.097 Reservedname

63.101 Registeredname

OFFICEAND AGENT

63.111 Registeredoffice and registered agent

63.114 Changeof registered office or registered agent

63.117 Resignationof registered agent

63.121 Serviceon limited liability company

MANAGEMENTAND MANAGEMENT RIGHTS OF MEMBERS

63.130 Rightsof members and managers; matters requiring consent of all or majority ofmembers

63.140 Agencypower of managers and members; interest in real property

63.155 Dutiesand standard of conduct

63.160 Limitationof liability and indemnification

63.165 Liabilityof members and managers

63.170 Liabilityof limited liability company for acts, omissions or conduct of member ormanager

FINANCES

63.175 Contributions

63.180 Liabilityfor contributions

63.185 Allocationof profits and losses

DISTRIBUTIONSAND WITHDRAWAL

63.195 Allocationof interim distributions

63.200 Rightto interim distributions

63.205 Voluntarywithdrawal of member

63.209 Expulsionof member

63.219 Distributionin kind

63.225 Rightto distribution

63.229 Limitationson distribution

63.235 Liabilityfor wrongful distribution

MEMBERSHIPINTEREST

63.239 Natureof membership interest

63.245 Admissionof members

63.249 Assignmentof membership interest; effect of assignment

63.255 Rightsof assignee who becomes member

63.259 Rightsof judgment creditor against member

63.265 Cessationof membership

AMENDMENTOF ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT

63.431 Operatingagreement

63.434 Amendmentto articles of organization

63.437 Restatedarticles of organization

63.441 Amendmentby managers

63.444 Amendmentby members

CONVERSIONSAND MERGERS

63.467 Definitionsfor ORS 63.467 to 63.497

63.470 Conversion

63.473 Actionon plan of conversion

63.476 Articlesof conversion

63.479 Effectof conversion; entity existence continues; assumed business name

63.481 Merger

63.487 Actionon plan of merger

63.494 Articlesof merger

63.497 Effectof merger

DISSOLUTION

(InGeneral)

63.621 Dissolution

63.625 Distributionof assets upon dissolution

63.629 Agencypower of members and managers after dissolution

63.631 Articlesof dissolution

63.637 Effectof dissolution; winding up

63.641 Knownclaims against dissolved limited liability company

63.644 Unknownclaims against dissolved limited liability company

63.645 Enforcementof claims against dissolved limited liability company

(AdministrativeDissolution)

63.647 Groundsfor administrative dissolution

63.651 Procedure;effect of administrative dissolution

63.654 Reinstatementfollowing administrative dissolution

63.657 Appealfrom denial of reinstatement

(JudicialDissolution)

63.661 Groundsfor judicial dissolution

63.664 Procedurefor judicial dissolution

63.671 Judgmentof dissolution

(Dispositionof Assets)

63.674 Depositwith Department of State Lands

FOREIGNLIMITED LIABILITY COMPANIES