B At such address of the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice. A Must be designated, appointed, elected, removed or replaced by a vote, approval or consent of a majority of the members; and. B Holds office until a successor has been elected and qualified, unless the manager sooner resigns or is removed. 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.
A Identify specific types or categories of activities that do not violate the duty of loyalty, if not unconscionable; and. B Specify the number or percentage of members, whether interested or disinterested, or disinterested managers that may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. A First offering the limited liability company or the other members an opportunity to participate in the investment, business, transaction or activity; or.
B Having any obligation to account to the limited liability company or the other members for the investment, business, transaction or activity or the profits from the investment, business, transaction or activity. The articles of organization or any operating agreement may provide for indemnification of any person for acts or omissions as a member, manager, employee or agent and may eliminate or limit the liability of a member, manager, employee or agent to the limited liability company or its members for damages from such acts or omissions.
However, no such provision shall eliminate or limit the liability or provide for indemnification of a member of a member-managed limited liability company or a manager of a manager-managed limited liability company for any act or omission occurring prior to the date when such provision became effective, and no such provision shall eliminate or limit the liability or provide for indemnification of a member or manager for:.
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.
A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of the business of the limited liability company or with authority of the limited liability company.
The contributions of a member to the limited liability company may consist of cash, property, services rendered, a promissory note or other obligation to contribute cash or property or to perform services.
Notwithstanding the compromise, a creditor of the limited liability company may enforce the original obligation if the creditor acted in reliance on that obligation before the amendment or cancellation of the obligation to reflect the compromise. If losses, but not profits, are allocated in the articles of organization or any operating agreement, then profits shall be deemed allocated in the same proportion as losses.
Thereafter the amount of profits or losses so allocated shall be treated as an adjustment to the contributions made by the preexisting members to the limited liability company; except that if the provisions of this subsection have been applied previously by the limited liability company in connection with the admission of a new member, the profits and losses allocated pursuant to this subsection shall be only those profits and losses realized since the most recent admittance of a new member; and.
Distributions of cash or other assets of a limited liability company before the dissolution and winding up of the limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the articles of organization or any operating agreement. If neither the articles of organization nor any operating agreement provides for such allocations, such distributions shall be allocated among the members in proportion to their right to share in the profits of the limited liability company.
A The member has been guilty of wrongful conduct that adversely and materially affects the business or affairs of the limited liability company; or. B The member has willfully or persistently committed a material breach of the articles of organization or any operating agreement or otherwise breached a duty owed to the limited liability company or the other members to the extent that it is not reasonably practicable to carry on the business or affairs of the limited liability company with that member.
The limited liability company, in addition to any of its other remedies, may offset any such damages against any amounts otherwise distributable or payable to the expelled member.
Except as provided in the articles of organization or any operating agreement:. When a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. A Its total liabilities; plus.
B Unless the articles of organization permit otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution, if any, of other members that are superior to the rights of the members receiving the distribution.
A membership interest is personal property. A member is not a co-owner of and has no interest in specific limited liability company property. However, the assignee is not obligated merely by becoming a member for any other liabilities for which the assignor was liable that were unknown to the assignee at the time the assignee became a member and that could not be ascertained from the articles of organization. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of the judgment with interest.
To the extent so charged, the judgment creditor has only the rights of an assignee of the membership interest. Except as otherwise provided in the articles of organization or any operating agreement:. If the restatement includes an amendment requiring member approval, it must be adopted as provided in ORS Except as provided in the articles of organization, the manager or managers of a manager-managed limited liability company may adopt without member action one or more amendments to the articles of organization to:.
Except as otherwise provided in ORS Unless otherwise provided in the articles of organization or any operating agreement, the managers, if any, of the limited liability company may, but need not, propose or take a position recommending or disapproving any such proposed amendment.
As used in ORS A A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction;. B A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction;. C A limited liability company organized under this chapter or comparable law of another jurisdiction;. D A partnership organized in Oregon after January 1, , or that is registered as a limited liability partnership, or that has elected to be governed by ORS chapter 67, and a partnership governed by law of another jurisdiction that expressly provides for conversions and mergers; and.
E A limited partnership organized under ORS chapter 70, predecessor law or comparable law of another jurisdiction; and.
B The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and.
A Identifies an address for an office of the converted entity where the plan of conversion is on file; and. B States that the converted entity will provide any owner with a copy of the plan of conversion upon request and at no cost.
A As to liabilities incurred by the business entity prior to conversion, according to laws applicable prior to conversion; and. B As to liabilities incurred by the business entity after conversion, according to laws applicable after conversion, except as provided in paragraph g of this subsection;.
If the converted business entity is a partnership, the converting business entity shall amend or cancel the registration of the assumed business name under ORS chapter , and the partners of the partnership shall register the name as an assumed business name under ORS chapter A limited liability company organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction if:.
A Identifies an address for an office of the surviving entity where the plan of merger is on file; and. B States that the surviving entity will provide any owner, member or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost; and.
A As to liabilities incurred by the business entity prior to merger, according to the laws applicable prior to merger; and. B As to liabilities incurred by the business entity after merger, according to the laws applicable after merger, except as provided in paragraph h of this subsection;. A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:. Upon the winding up of a limited liability company, the assets shall be distributed as follows:.
At any time following dissolution of the limited liability company, the limited liability company may deliver to the office of the Secretary of State articles of dissolution setting forth:. The limitation on personal liability otherwise provided in this chapter for members and managers shall continue following dissolution for actions appropriate to the winding up and liquidation. The written notice must:. A claim against a dissolved limited liability company that is not barred under ORS The application must:.
A The limited liability company filed articles of organization with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud;. B The limited liability company has continued to exceed or abuse the authority conferred upon the limited liability company by law; or. C The limited liability company is a shell entity.
For purposes of this subparagraph:. I The limited liability company did not provide a name or address required by the Secretary of State, or the name or address the limited liability company provided was false, fraudulent or inadequate;. IV The Attorney General has other evidence that shows that the limited liability company was used or organized for an illegal purpose, was used or organized to defraud or deceive a person or a governmental agency or was used or organized to fraudulently conceal any business activity from another person or a governmental agency.
Venue for a proceeding brought by any other party named in ORS The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment. Assets of a dissolved limited liability company that should be distributed to a creditor, claimant or member of the limited liability company who cannot be found or who is not competent to receive them shall be reduced to cash and, within six months after the final distribution of such liquidation or winding up is payable, deposited with the Department of State Lands.
The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds.
One of the statements shall be filed with the Department of State Lands and another shall be delivered to the office for filing. The funds shall then escheat to and become the property of the State of Oregon and shall become a part of the Common School Fund of the state.
The owners, heirs or personal representatives of the owner may reclaim any funds so deposited in the manner provided for estates which have escheated to the state. Note: The amendments to See section 85, chapter , Oregon Laws Assets of a dissolved limited liability company that should be distributed to a creditor, claimant or member of the limited liability company who cannot be found or who is not competent to receive them shall be reduced to cash and, within six months after the final distribution of such liquidation or winding up is payable, deposited with the State Treasurer.
One of the statements shall be filed with the State Treasurer and another shall be delivered to the office for filing. The funds shall then escheat to and become the property of the State of Oregon and shall become a part of the Common School Fund. The person entitled to the distribution may reclaim any funds so deposited in the manner provided in ORS If it so determines, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the authorization.
The application must set forth:. The name as changed must satisfy the requirements of ORS Each foreign limited liability company authorized to transact business in this state must continuously maintain in this state:. The statement of resignation may include a statement that the registered office is also discontinued. The copy of the statement given to the foreign limited liability company under subsection 1 of this section shall be addressed to the foreign limited liability company at its mailing address or its principal office as shown by the records of the Secretary of State.
ORS General Index. Comparative Section Tables Vol. The Oregon State Legislature is not responsible for content, nor necessarily supports the site you are about to access. Thank you for visiting OregonLegislature. Cancel Continue. Title Number : 1. Title Number : 2. Title Number : 3. Title Number : 4.
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