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
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Secretary of State

§ 63.031 Powers

Notice

§ 63.034 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
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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
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Dissolution

In General

§ 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
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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

§ 63.674 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
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Withdrawal

§ 63.734 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

§ 63.801 Derivative proceedings

State Taxation

§ 63.810 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

§ 63.990 Penalty for signing false document

Source:
Legislative Counsel Committee, CHAPTER 63—Limited Liability Companies, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­063.­html (2007) (last ac­cessed Feb. 12, 2009).