ORS 63.001
Definitions


As used in this chapter:

(1)

“Anniversary” means the day each year that is exactly one or more years after:

(a)

The date on which the Secretary of State files the articles of organization for a domestic limited liability company.

(b)

The date on which the Secretary of State files a foreign limited liability company’s application for authority to transact business in this state.

(2)

“Articles of organization” means the document described in ORS 63.047 (Articles of organization) that forms a limited liability company, including articles of organization as the articles of organization may be amended or restated, articles of conversion and articles of merger.

(3)

“Bankruptcy” means:

(a)

A member’s assignment for the benefit of creditors;

(b)

A member’s commencement of a voluntary bankruptcy case;

(c)

Adjudication of a member as bankrupt or insolvent;

(d)

A member’s filing of a petition or answer to seek for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule;

(e)

A member’s filing of an answer or other pleading that admits or fails to contest the material allegations of a petition filed against the member in a bankruptcy procedure;

(f)

Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member’s properties;

(g)

A commencement of an involuntary bankruptcy case against a member that has not been dismissed on or before the 120th day after the commencement of the case;

(h)

An appointment, without the member’s consent, of a trustee, receiver or liquidator either of the member or of all or any substantial part of the member’s properties that is not vacated or stayed on or before the 90th day after the appointment; or

(i)

An appointment described in paragraph (h) of this subsection that is not vacated on or before the 90th day after the stay described in paragraph (h) of this subsection expires.

(4)

“Contribution” means anything of value that a person contributes to the limited liability company as a prerequisite for or in connection with membership including cash, property or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.

(5)

“Corporation” or “domestic corporation” means a corporation for profit that is incorporated under ORS chapter 60.

(6)

“Distribution” means a direct or indirect transfer of money or other property, except of a limited liability company’s own interests, or a limited liability company’s incurrence of indebtedness to or for the benefit of the limited liability company’s members in respect of a member’s interests, whether in the form of a declaration or payment of profits, a purchase, retirement or other acquisition of interests, a distribution of indebtedness, or otherwise.

(7)

“Domestic nonprofit corporation” means a corporation not for profit that is incorporated under ORS chapter 65.

(8)

“Domestic professional corporation” means a corporation that is organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58.

(9)

“Entity” means a domestic or foreign limited liability company, corporation, professional corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign cooperative corporation, profit or nonprofit unincorporated association, business trust, domestic or foreign general or limited partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government or any foreign government.

(10)

“Foreign corporation” means a corporation for profit that is incorporated under laws other than the laws of the state.

(11)

“Foreign limited liability company” means an entity that is an unincorporated association organized under laws other than the laws of the state and that is organized under a statute under which an association may be formed that affords to each of the entity’s members limited liability with respect to the liabilities of the entity.

(12)

“Foreign limited partnership” means a limited partnership formed under laws other than the laws of the state and that has as partners one or more general partners and one or more limited partners.

(13)

“Foreign nonprofit corporation” means a corporation not for profit that is organized under laws other than the laws of the state.

(14)

“Foreign professional corporation” means a professional corporation that is organized under laws other than the laws of the state.

(15)

“Incompetency” means the entry of a judgment by a court of competent jurisdiction adjudicating the member incompetent to manage the member’s person or estate.

(16)

“Individual” means a natural person.

(17)

“Limited liability company” or “domestic limited liability company” means an entity that is an unincorporated association that has one or more members and is organized under this chapter.

(18)

“Limited partnership” or “domestic limited partnership” means a partnership formed by two or more persons under ORS chapter 70 that has one or more general partners and one or more limited partners.

(19)

“Manager” means a person, not necessarily a member, that the members of a manager-managed limited liability company designate to manage the limited liability company’s business and affairs.

(20)

“Manager-managed limited liability company” means a limited liability company that is designated as a manager-managed limited liability company in the limited liability company’s articles of organization or the articles of organization of which otherwise expressly provide that a manager will manage the limited liability company.

(21)

Intentionally left blank —Ed.

(a)

“Member” means a person with both an ownership interest in a limited liability company and all the rights and obligations of a member specified under this chapter.

(b)

“Member” does not include an assignee of an ownership interest that has not also acquired the voting and other rights appurtenant to membership.

(22)

“Member-managed limited liability company” means a limited liability company other than a manager-managed limited liability company.

(23)

“Membership interest” means a member’s collective rights in a limited liability company, including the member’s share of profits and losses of the limited liability company, the right to receive distributions of the limited liability company’s assets and any right to vote or participate in management.

(24)

“Office,” when used to refer to the administrative unit directed by the Secretary of State, means the office of the Secretary of State.

(25)

“Operating agreement” means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company’s business.

(26)

“Organizer” means one of the signers of the initial articles of organization.

(27)

“Party” includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.

(28)

“Person” means an individual or entity.

(29)

Intentionally left blank —Ed.

(a)

“Principal office” means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign limited liability company are located and designated in the annual report or in the application for authority to transact business in this state.

(b)

“Principal office” does not include a commercial mail receiving agency, a mail forwarding business or a virtual office.

(30)

“Proceeding” means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigatory and whether formal or informal.

(31)

“Shell entity” means an entity that has the characteristics described in ORS 63.661 (Grounds for judicial dissolution) (1)(a)(C)(i).

(32)

“State,” when referring to a part of the United States, means a state, commonwealth, territory or insular possession of the United States and the agencies and governmental subdivisions of the state, commonwealth, territory or insular possession.

(33)

“United States” means the federal government and a district, authority, bureau, commission, department or any other agency of the United States. [1993 c.173 §2; 1995 c.93 §1; 1997 c.646 §1; 1999 c.86 §1; 1999 c.362 §28; 2001 c.315 §34; 2005 c.107 §3; 2009 c.14 §3; 2009 c.294 §6; 2017 c.705 §18]

Law Review Citations

73 OLR 25 (1994)

63.001
Definitions
63.002
Inclusion of limited liability companies and managers and members of limited liability companies in definitions
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 State’s refusal to file document
63.024
Evidentiary effect of copy of filed document
63.027
Certificate of existence or authorization
63.031
Powers
63.032
Investigations of violations of chapter
63.034
Knowledge and notice
63.044
Formation
63.047
Articles of organization
63.051
Organization
63.054
Liability for preorganization transactions
63.057
Operating agreements
63.074
Purposes
63.077
General powers
63.094
Limited liability company name
63.097
Reserved name
63.101
Registered name
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
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
63.175
Contributions
63.180
Liability for contributions
63.185
Allocation of profits and losses
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
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
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
63.467
Definitions for ORS 63.467 to 63.497
63.470
Conversion
63.473
Action on plan of conversion
63.476
Articles and plan of conversion
63.479
Effect of conversion
63.481
Merger
63.487
Action on plan of merger
63.494
Articles and plan of merger
63.497
Effect of merger
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
63.647
Grounds for administrative dissolution
63.651
Procedure
63.654
Reinstatement following administrative dissolution
63.657
Appeal from denial of reinstatement
63.661
Grounds for judicial dissolution
63.664
Procedure for judicial dissolution
63.671
Judgment of dissolution
63.674
Deposit with State Treasurer
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
63.727
Resignation of registered agent of a foreign limited liability company
63.731
Service on a foreign limited liability company
63.734
Withdrawal of foreign limited liability company
63.737
Grounds for revocation
63.741
Procedure for and effect of revocation
63.744
Appeal from revocation
63.747
Reinstatement of authority
63.771
Limited liability company records
63.777
Scope of inspection right
63.781
Court-ordered inspection
63.784
Certain expense reports to members
63.787
Annual report
63.801
Derivative proceedings
63.810
Taxation of limited liability companies and members
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
63.990
Penalty for signing false document
63.992
Liability for certain actions in connection with operation of shell entity
Green check means up to date. Up to date