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