Chapter 63 Limited Liability Companies

General Provisions

§ 63.001		Definitions
§ 63.002		Inclusion of limited liability companies and managers and members of limited liability companies in definitions

(Filing Documents)

§ 63.004		Filing requirements
§ 63.007		Filing, service, copying and certification fees
§ 63.011		Effective time and date of document
§ 63.014		Correcting filed document
§ 63.016		Forms
§ 63.017		Filing duty of Secretary of State
§ 63.021		Appeal from Secretary of States refusal to file document
§ 63.024		Evidentiary effect of copy of filed document

(Secretary Of State)

(Notice)

Knowledge and notice

Organization

§ 63.044		Formation
§ 63.047		Articles of organization
§ 63.051		Organization
§ 63.054		Liability for preorganization transactions
§ 63.057		Operating agreements

Purposes And Powers

§ 63.074		Purposes
§ 63.077		General powers

Name

§ 63.094		Limited liability company name
§ 63.097		Reserved name
§ 63.101		Registered name

Office And Agent

§ 63.111		Registered office and registered agent
§ 63.114		Change of registered office or registered agent
§ 63.117		Resignation of registered agent
§ 63.121		Service on limited liability company

Management And Management Rights Of Members

§ 63.130		Rights of members and managers
§ 63.140		Agency power of managers and members
§ 63.155		Duties and standard of conduct
§ 63.160		Limitation of liability and indemnification
§ 63.165		Liability of members and managers
§ 63.170		Liability of limited liability company for acts, omissions or conduct of member or manager

Finances

§ 63.175		Contributions
§ 63.180		Liability for contributions
§ 63.185		Allocation of profits and losses

Distributions And Withdrawal

§ 63.195		Allocation of interim distributions
§ 63.200		Right to interim distributions
§ 63.205		Voluntary withdrawal of member
§ 63.209		Expulsion of member
§ 63.219		Distribution in kind
§ 63.225		Right to distribution
§ 63.229		Limitations on distribution
§ 63.235		Liability for wrongful distribution

Membership Interest

§ 63.239		Nature of membership interest
§ 63.245		Admission of members
§ 63.249		Assignment of membership interest
§ 63.255		Rights of assignee who becomes member
§ 63.259		Rights of judgment creditor against member
§ 63.265		Cessation of membership

Amendment Of Articles Of Organization And Operating Agreement

§ 63.431		Operating agreement
§ 63.434		Amendment to articles of organization
§ 63.437		Restated articles of organization
§ 63.441		Amendment by managers
§ 63.444		Amendment by members

Conversions And Mergers

§ 63.467		Definitions for ORS 63.467 to 63.497
§ 63.470		Conversion
§ 63.473		Action on plan of conversion
§ 63.476		Articles of conversion
§ 63.479		Effect of conversion
§ 63.481		Merger
§ 63.487		Action on plan of merger
§ 63.494		Articles of merger

Dissolution

(Generally)

§ 63.621		Dissolution
§ 63.625		Distribution of assets upon dissolution
§ 63.629		Agency power of members and managers after dissolution
§ 63.631		Articles of dissolution
§ 63.637		Effect of dissolution
§ 63.641		Known claims against dissolved limited liability company
§ 63.644		Unknown claims against dissolved limited liability company
§ 63.645		Enforcement of claims against dissolved limited liability company

(Administrative Dissolution)

§ 63.647		Grounds for administrative dissolution
§ 63.651		Procedure
§ 63.654		Reinstatement following administrative dissolution
§ 63.657		Appeal from denial of reinstatement

(Judicial Dissolution)

§ 63.661		Grounds for judicial dissolution
§ 63.664		Procedure for judicial dissolution
§ 63.671		Judgment of dissolution

(Disposition Of Assets)

Deposit with Department of State Lands

Foreign Limited Liability Companies

(Authority To Transact Business)

§ 63.701		Authority to transact business required
§ 63.704		Consequences of transacting business without authority
§ 63.707		Application for authority to transact business
§ 63.711		Amendment to application for authority
§ 63.714		Effect of authority
§ 63.717		Name of foreign limited liability company
§ 63.721		Registered office and registered agent of foreign limited liability company
§ 63.724		Change of registered office or registered agent of foreign limited liability company

(Withdrawal)

Withdrawal of foreign limited liability company

(Revocation Of Authority)

§ 63.737		Grounds for revocation
§ 63.741		Procedure for and effect of revocation
§ 63.744		Appeal from revocation
§ 63.747		Reinstatement of authority

Records And Reports

(Records)

§ 63.771		Limited liability company records
§ 63.777		Scope of inspection right
§ 63.781		Court-ordered inspection

(Reports)

§ 63.784		Certain expense reports to members
§ 63.787		Annual report

Derivative Proceedings

Derivative proceedings

State Taxation

Taxation of limited liability companies and members

Miscellaneous

§ 63.951		Short title
§ 63.955		Interstate application
§ 63.960		Applicability of chapter to practice of dentistry
§ 63.965		Reservation of power to amend or repeal

Penalty

Penalty for signing false document