2017 ORS 63.140¹
Agency power of managers and members
  • interest in real property

(1) Subject to subsections (2) and (3) of this section:

(a) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.

(b) An act of a member that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized by the other members.

(2) Subject to subsection (3) of this section, in a manager-managed limited liability company:

(a) A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member. Each manager is an agent of the limited liability company for the purpose of its business, and an act of a manager, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.

(b) An act of a manager that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized under ORS 63.130 (Rights of members and managers).

(3) Unless the articles of organization limit their authority, any member of a member-managed limited liability company or manager of a manager-managed limited liability company may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument. [1993 c.173 §30; 1999 c.86 §5]

Notes of Decisions

Limited liability company is not bound by transac­tion made by manager if manager lacked authority to enter into transac­tion and other party knew or should have known of lack of authority. Synectic Ventures I, LLC v. EVI Corpora­tion, 353 Or 62, 294 P3d 478 (2012)

Law Review Cita­tions

73 OLR 113 (1994)

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.