2015 ORS 63.165¹
Liability of members and managers

(1) The debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the limited liability company. A member or manager is not personally liable for a debt, obligation or liability of the limited liability company solely by reason of being or acting as a member or manager.

(2) The failure of a limited liability company to observe the usual limited liability company formalities or requirements relating to the exercise of its limited liability company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the limited liability company. [1993 c.173 §35; 1999 c.86 §10]

Notes of Decisions

Where limited liability company was administratively dissolved and one member entered into loan transac­tion after dissolu­tion and transac­tion was not related to winding up and liquidating LLC, other member of LLC, who did not have actual knowledge of LLC dissolu­tion, is not per­sonally liable for debt incurred as result of transac­tion. Wohrman v. Rogers, 274 Or App 846, 362 P3d 704 (2015)

Where member-manager of limited liability company delegated to human resources director of limited liability company that employed plaintiff who was injured while at work responsibility to carry out safety program designed by member-manager, member-manager is not protected from liability for neg­li­gent acts in managing limited liability company that contributed to injury. Member-manager may be held per­sonally liable for ac­tions taken on behalf of limited liability company to same extent as if member-manager were acting in individual capacity. Cortez v. Nacco Material Handling Group, 356 Or 254, 337 P3d 111 (2014)

Law Review Cita­tions

73 OLR 5 (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 (2015) (last ac­cessed Jul. 16, 2016).
 
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2015, Chapter 63, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano063.­html (2015) (last ac­cessed Jul. 16, 2016).
 
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.