ORS 63.644
Unknown claims against dissolved limited liability company

  • use of insurance assets of dissolved company

(1)

A dissolved limited liability company that has filed articles of dissolution in accordance with ORS 63.631 (Articles of dissolution) may publish notice of the limited liability company’s dissolution and request that persons with claims against the limited liability company present the claims in accordance with the notice.

(2)

The notice must:

(a)

Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company’s principal office is located or, if the principal office is not in this state, where the dissolved limited liability company’s registered office is or was last located;

(b)

Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and

(c)

State that, except as provided in subsection (4) of this section, a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.

(3)

If a dissolved limited liability company publishes a newspaper notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred, except as provided in subsection (4) of this section, unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within five years after the publication date of the newspaper notice:

(a)

A claimant who did not receive written notice under ORS 63.641 (Known claims against dissolved limited liability company);

(b)

A claimant whose claim was sent in a timely manner to the dissolved limited liability company but not acted on; or

(c)

A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.

(4)

Intentionally left blank —Ed.

(a)

A claim against a dissolved limited liability company that may be satisfied, in whole or in part, by insurance assets held by, on behalf of or for the benefit of the dissolved limited liability company, including any rights, benefits or proceeds arising or derived from the insurance assets, is not subject to the time limitation set forth in subsection (3) of this section, but is subject to other applicable statutes of limitation. A claimant that brings a claim after the time limitation set forth in subsection (3) of this section may not recover from the dissolved limited liability company more than the rights, benefits or proceeds available from the insurance assets.

(b)

Notwithstanding ORS 63.121 (Service on limited liability company), a claimant may serve a summons or other process upon a dissolved limited liability company for a claim described in paragraph (a) of this subsection by delivering the summons or process to a director or officer of the dissolved limited liability company, to a person that has charge of the dissolved limited liability company’s assets or, if the claimant cannot locate the director, officer or person, to any agent who was authorized to accept service of process immediately before the limited liability company dissolved.

(c)

If a claimant states in an affidavit to a circuit court of this state that the claimant cannot after due diligence locate any of the persons described in paragraph (b) of this subsection, the court may provide in an order that the claimant may serve process upon the dissolved limited liability company by personally delivering the service, together with a copy of the court’s order, to the office of the Secretary of State. Service delivered as provided in this paragraph is complete on the 10th day after the delivery. [1993 c.173 §57; 2021 c.221 §3]

Source: Section 63.644 — Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company, https://www.­oregonlegislature.­gov/bills_laws/ors/ors063.­html.

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
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