ORS 63.437¹
Restated articles of organization

(1) The managers of a manager-managed limited liability company may restate its articles of organization at any time with or without member action.

(2) The restatement may include one or more amendments to the articles of organization. If the restatement includes an amendment requiring member approval, it must be adopted as provided in ORS 63.444 (Amendment by members).

(3) A limited liability company restating its articles of organization shall deliver to the office for filing articles of restatement setting forth the name of the limited liability company and the text of the restated articles of organization together with a certificate setting forth:

(a) Whether the restatement contains an amendment to the articles of organization requiring member approval and, if it does not, that the managers adopted the restatement; or

(b) If the restatement contains an amendment to the articles of organization requiring member approval, the information required by ORS 63.434 (Amendment to articles of organization).

(4) Restated articles of organization shall contain all statements required to be included in the initial articles of organization except that no statement is required to be made with respect to:

(a) The names and addresses of the organizers or the initial or present registered office or agent; or

(b) The mailing address of the limited liability company if an annual report has been filed with the office of the Secretary of State.

(5) Duly adopted restated articles of organization supersede the initial articles of organization and all amendments to them. [1993 c.173 §72; 1999 c.86 §13]

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 (2019) (last ac­cessed May 16, 2020).
2 Legislative Counsel Committee, Annotations to the Oregon Revised Stat­utes, Cumulative Supplement - 2019, Chapter 63, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ano063.­html (2019) (last ac­cessed May 16, 2020).
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. Currency Information