2017 ORS 63.004¹
Filing requirements

(1) For the Secretary of State to file a document under this chapter, the document must satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section.

(2) The document must be a type of document that this chapter or another law requires or permits a person to file with the Office of the Secretary of State.

(3) The document must contain the information required by this chapter and may contain other information.

(4) The document must be legible.

(5) The document must be in the English language. The certificate of existence required of foreign limited liability companies under ORS 63.707 (Application for authority to transact business) need not be in English if accompanied by a reasonably authenticated English translation.

(6)(a) Unless otherwise specified in this chapter, each document or report required by this chapter to be filed with the office must be executed in the following manner:

(A) Articles of organization must be signed by or on behalf of one or more persons wishing to form the limited liability company.

(B) Articles of amendment must be signed by at least one member or manager.

(C) Each annual report must be signed by one member or manager.

(D) If the limited liability company is in the hands of a receiver, trustee or other court-appointed fiduciary, a document or report must be signed by that receiver, trustee or fiduciary.

(b) An agent of a person identified in paragraph (a) of this subsection may execute a document identified in paragraph (a) of this subsection, if the person authorizes the agent to execute the document.

(7) The person that executes the document shall:

(a) Declare, above the person’s signature and under penalty of perjury, that the document does not fraudulently conceal, fraudulently obscure, fraudulently alter or otherwise misrepresent the identity of the person or any of the members, managers, employees or agents of the limited liability company on behalf of which the person signs; and

(b) State beneath or opposite the signature the person’s name and the capacity in which the person signs.

(8) The document may, but is not required to, contain an acknowledgment, verification or proof.

(9) If the Secretary of State has prescribed a mandatory form for the document under ORS 63.016 (Forms), the document must be in or on the prescribed form.

(10) The document must be delivered to the office accompanied by the required fees.

(11) Delivery of a document to the office occurs only when the office actually receives the document. [1993 c.173 §3; 2013 c.159 §6; 2017 c.705 §19]

Chapter 63

Law Review Cita­tions

30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)

1 Legislative Counsel Committee, CHAPTER 63—Limited Liability Companies, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors063.­html (2017) (last ac­cessed Mar. 30, 2018).
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2017, Chapter 63, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano063.­html (2017) (last ac­cessed Mar. 30, 2018).
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.