ORS 709.015
Organization as limited liability company


(1)

As an alternative to being organized as a corporation pursuant to the provisions of ORS chapter 707 and this chapter, an Oregon trust company may be organized as a limited liability company.

(2)

With respect to any Oregon trust company that is organized as a limited liability company, as used in the Bank Act:

(a)

“Articles of incorporation” means the Oregon trust company’s articles of organization, as defined in ORS 63.001 (Definitions).

(b)

“Bylaws” means the Oregon trust company’s operating agreement, as defined in ORS 63.001 (Definitions).

(c)

“Certificate of incorporation” means a certificate of organization issued to the Oregon trust company.

(d)

“Corporation” means a limited liability company, as defined in ORS 63.001 (Definitions).

(e)

“Director,” “directors” or “board of directors” means the Oregon trust company’s manager or managers, as defined in ORS 63.001 (Definitions).

(f)

“Dividends” means distributions, as defined in ORS 63.001 (Definitions), declared or paid by the Oregon trust company.

(g)

“Incorporator” means the Oregon trust company’s organizer, as defined in ORS 63.001 (Definitions).

(h)

“Share” or “stock” means a membership interest in the Oregon trust company, as defined in ORS 63.001 (Definitions).

(i)

“Stockholder,” “stockholders,” “shareholder” or “shareholders” means the Oregon trust company’s member or members, as defined in ORS 63.001 (Definitions).

(3)

An Oregon trust company organized as a limited liability company shall be organized under the authority of the Director of the Department of Consumer and Business Services under this chapter and ORS chapter 707. Except as set forth in subsection (4) of this section, with respect to all other aspects of its operation and existence, an Oregon trust company that is organized as a limited liability company is subject to the provisions of ORS chapter 63, to the extent that ORS chapter 63 does not conflict with the Bank Act. In the event of any conflict between the Bank Act and ORS chapter 63, the Bank Act controls.

(4)

Intentionally left blank —Ed.

(a)

Notwithstanding any provision of ORS chapter 63, the articles of organization of an Oregon trust company that is organized as a limited liability company shall:

(A)

State that the existence of the Oregon trust company is perpetual; and

(B)

Provide that the Oregon trust company is to be managed by a board of not fewer than five managers.

(b)

Notwithstanding any provision of ORS chapter 63, an Oregon trust company that is organized as a limited liability company shall be managed exclusively by its board of managers in substantially the same manner as an Oregon trust company that is organized as a corporation is managed by its board of directors. The board of managers of an Oregon trust company that is organized as a limited liability company has substantially the same rights, powers, privileges, duties and responsibilities as the board of directors of an Oregon trust company that is organized as a corporation and is subject to the provisions of ORS chapter 707 and this chapter pertaining to directors.

(c)

Notwithstanding any provision of ORS chapter 63, membership interests in an Oregon trust company that is organized as a limited liability company are freely transferable, and consent of the Oregon trust company or its members or managers is not required for a person to acquire or transfer a membership interest in the Oregon trust company. Immediately upon the completion of the transfer of the membership interest to a person, the person becomes a member, and has all the rights of a member.

(d)

ORS 63.621 (Dissolution) (2) to (4) do not apply to an Oregon trust company organized as a limited liability company.

(5)

The articles of organization of an Oregon trust company that is organized as a limited liability company shall require that liquidation of the Oregon trust company conform with the requirements of the Bank Act.

(6)

An Oregon trust company that is organized as a limited liability company shall have the officers described in ORS 707.700 (Selection and control of officers by directors). The officers shall be elected by the board of managers of the Oregon trust company and shall be subject to the provisions of this chapter and ORS chapter 707.

(7)

Each Oregon trust company that is organized as a limited liability company shall have a written operating agreement containing any provisions for the affairs of the Oregon trust company as may be agreed upon by its members and that are consistent with the Bank Act.

(8)

Any number of persons, not fewer than five, may act as organizers of an Oregon trust company that is organized as a limited liability company. [2005 c.134 §4]

Source: Section 709.015 — Organization as limited liability company, https://www.­oregonlegislature.­gov/bills_laws/ors/ors709.­html.

709.005
Certificate of authority to transact trust business
709.015
Organization as limited liability company
709.030
Approval to transact trust business
709.040
Securities eligible for deposit
709.050
Trust companies depositing securities guaranteed by mortgage insurance and mortgage participation certificates
709.060
Primary liability of deposit
709.070
Right of action against deposit
709.080
Charges for handling securities
709.110
Deposit of documents with notes or bonds
709.120
Substitution of deposit securities
709.130
Indemnity bond when cash and securities of fiduciary account exceed stockholders’ equity or members’ equity in trust company
709.140
Return of deposit
709.145
Investment of capital
709.150
General powers of trust companies
709.160
Solicitation and performance of legal business
709.170
Establishment of and investment in common trust funds
709.175
Limitation on investment of trust funds
709.190
Trust department kept separate
709.200
Acquisition or investment of trust property in own name or name of nominee
709.210
Disclosure of fiduciary character or terms of trust instrument
709.220
Handling of funds awaiting investment or distribution
709.240
Oath and bond exemption for trust company appointed as fiduciary
709.270
Disclosure of communications and writings
709.280
Loans to directors, officers, employees or affiliates
709.290
Closing of trust unduly delayed
709.300
Transaction of trust business by national bank
709.330
Sale or transfer of assets or liabilities
709.335
Digital signatures
709.340
Trust company quitting business
709.350
Successor trustee upon liquidation or receivership
709.390
Discontinuance of trust business
709.400
Order to start court action
709.410
Termination of right to do trust business
709.420
Actions or suits on claims
709.430
Release or payment of deposit pending suit
709.440
Director’s charges as prior lien on deposit
709.450
Sale and disposition of securities to pay expenses, costs and claims
709.460
Application of ORS 709.390 to 709.450 to merger or consolidation
709.520
Conversion to out-of-state trust company
709.525
Merger or acquisition
709.530
Applicability of ORS 711.190, 711.197 and 711.199 to merging or converting trust company
709.535
Sale of assets or transfer of liabilities
709.540
Rights of stockholder of trust company party to merger, share exchange or acquisition
709.600
Regulation of trust business by corporations formed prior to adoption of Bank Act
709.980
Civil penalties
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