ORS Chapter 63 - Limited Liability Companies - 2017 Oregon Revised Statutes

General Provisions

§ 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

Organization

§ 63.044		Formation
§ 63.047		Articles of organization
§ 63.051		Organization
§ 63.054		Liability for preorganization transactions
§ 63.057		Operating agreements

Purposes and Powers

§ 63.074		Purposes
§ 63.077		General powers

Name

§ 63.094		Limited liability company name
§ 63.097		Reserved name
§ 63.101		Registered name

Office and Agent

§ 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

Management and Management Rights of Members

§ 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

Finances

§ 63.175		Contributions
§ 63.180		Liability for contributions
§ 63.185		Allocation of profits and losses

Distributions and Withdrawal

§ 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

Membership Interest

§ 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

Amendment of Articles of Organization and Operating Agreement

§ 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

Dissolution

§ 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

Foreign Limited Liability Companies

§ 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

Records and Reports

§ 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

Derivative Proceedings

Derivative proceedings

State Taxation

Taxation of limited liability companies and members

Miscellaneous

§ 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

Penalty

§ 63.990		Penalty for signing false document
§ 63.992		Liability for certain actions in connection with operation of shell entity

Source:

Legislative Counsel Committee, CHAPTER 63—Limited Liability Companies, https://www.oregonlegislature.gov/bills_laws/ors/ors063.html (2017) (last accessed Mar. 30, 2018).