justicedao/ipfs_state_laws huggingface dataset:
ORS Chapter 63 — Limited Liability Companies

ORS 63.014. Correcting filed document. (1) A domestic or foreign limited liability company may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged. (2) A domestic or foreign limited liability company shall correct a document by delivering articles of correction to the office. The articles shall include the following: (a) A description of the document, including its filing date, or a copy of the document. (b) The incorrect statement and the reason it is incorrect, or a description of the manner in which the execution, attestation, seal, verification or acknowledgment is defective. (c) A correction of the incorrect statement or defective execution, attestation, seal, verification or acknowledgment. (3) Articles of correction are effective on the effective date of the document they correct except as to persons relying on the uncorrected document and adversely affected by the correction. As to those persons, articles of correction are effective when filed.
ORS Chapter 63 — Limited Liability Companies

ORS 63.016. Forms; rules. Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms.
ORS Chapter 63 — Limited Liability Companies

ORS 63.017. Filing duty of Secretary of State. (1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 63.004, the Secretary of State shall file the document. (2) The Secretary of State files a document by indicating on the document that the Secretary of State filed the document, along with the date of filing. Except as provided in ORS 63.114, 63.117, 63.671, 63.674, 63.724, 63.727 and 63.787, after filing a document the Secretary of State shall return an acknowledgment of filing to the domestic or foreign limited liability company or the representative of the domestic or foreign limited liability company. (3) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic or foreign limited liability company or the representative of the domestic or foreign limited liability company within 10 business days after the document was delivered, together with a brief written explanation of the reason for the refusal. (4) The Secretary of States duty to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the office for filing. The Secretary of States filing or refusing to file a document does not: (a) Affect the validity or invalidity of the document in whole or part; or (b) Relate to the correctness or incorrectness of information contained in the document. (5) The Secretary of States refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect.
ORS Chapter 63 — Limited Liability Companies

ORS 63.020. [Repealed by 1959 c.580 104]
ORS Chapter 63 — Limited Liability Companies

ORS 63.021. Appeal from Secretary of States refusal to file document. If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign limited liability company, in addition to any other legal remedy which may be available, shall have the right to appeal from such order pursuant to the provisions of ORS chapter 183.
ORS Chapter 63 — Limited Liability Companies

ORS 63.024. Evidentiary effect of copy of filed document. (1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of States signature, which may be in facsimile, is conclusive evidence that the document or a facsimile thereof is on file with the office. (2) The provisions of ORS 56.110 shall apply to all documents filed pursuant to this chapter.
ORS Chapter 63 — Limited Liability Companies

ORS 63.027. Certificate of existence or authorization. (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic limited liability company or a certificate of authorization for a foreign limited liability company. (2) A certificate of existence or authorization when issued means that: (a) The domestic limited liability companys name or the foreign limited liability companys name is registered in this state; (b) The domestic limited liability company is duly organized under the laws of this state or the foreign limited liability company is authorized to transact business in this state; (c) All fees payable to the Secretary of State under this chapter have been paid, if nonpayment affects the existence or authorization of the domestic or foreign limited liability company; (d) An annual report required by ORS 63.787 has been filed by the Secretary of State within the preceding 14 months; and (e) Articles of dissolution or an application for withdrawal have not been filed by the Secretary of State. (3) Subject to any qualification stated in the certificate, a certificate of existence or authorization issued by the Secretary of State may be relied upon as conclusive evidence that the domestic or foreign limited liability company is in existence or is authorized to transact business in this state.
ORS Chapter 63 — Limited Liability Companies

ORS 63.030. [Repealed by 1959 c.580 104] (Secretary of State)
ORS Chapter 63 — Limited Liability Companies

ORS 63.031. Powers. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter.
ORS Chapter 63 — Limited Liability Companies

ORS 63.032. Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules. (1)(a) The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a limited liability company to: (A) Prepare and submit to the Secretary of State within 30 days the list described in ORS 63.771 (1)(a); and (B) Answer within 30 days any interrogatory that is related to an alleged or potential violation of this chapter that the Secretary of State submits to the limited liability company. (b) Notwithstanding the provisions of ORS 192.311 to 192.478, the list described in paragraph (a)(A) of this subsection and information that the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection is not subject to public disclosure. The Secretary of State may provide a law enforcement agency with the list described in paragraph (a)(A) of this subsection and information the Secretary of State obtains from an interrogatory under paragraph (a)(B) of this subsection. (2)(a) If a limited liability company fails to comply with an order from the Secretary of State under subsection (1) of this section, the Secretary of State may: (A) Impose a civil penalty on the limited liability company in accordance with ORS 183.745; (B) Cancel or revoke an organization, or revoke a foreign limited liability companys authorization to transact business in this state, after conducting a hearing under ORS 183.413 to 183.470; or (C) Administratively dissolve the limited liability company in accordance with ORS
ORS Chapter 63 — Limited Liability Companies

ORS 63.034. Knowledge and notice. (1) A person knows a fact if the person has actual knowledge of it. (2) A person has notice of a fact if the person: (a) Knows of it; (b) Has received a notification of it; or (c) Has reason to know it exists from all the facts known to the person at the time in question. (3) A person notifies or gives notification to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person learns of it. (4) A person receives a notification when the notification: (a) Comes to the persons attention; or (b) Is addressed to the person and is duly delivered at the persons place of business or at any other place held out by the person as a place for receiving communications. (5) A person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individuals attention if the person had exercised reasonable diligence. (6) Written notice to a domestic limited liability company or to a foreign limited liability company authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic or foreign limited liability company or its manager or managers at its principal office or mailing address as shown in the records of the office.
ORS Chapter 63 — Limited Liability Companies

ORS 63.040. [Repealed by 1959 c.580 104] ORGANIZATION
ORS Chapter 63 — Limited Liability Companies

ORS 63.044. Formation. One or more individuals 18 years of age or older or other entities may form a limited liability company by executing and delivering articles of organization to the office for filing. Organizers need not be members of the limited liability company.
ORS Chapter 63 — Limited Liability Companies

ORS 63.047. Articles of organization. (1) Articles of organization must set forth: (a) The name of the limited liability company, which must satisfy the requirements of ORS 63.094; (b) The address, including street and number, and mailing address, if different, of the limited liability companys initial registered office and the name of the initial registered agent at the office; (c) A mailing address to which notices, as required by this chapter, may be mailed until the limited liability company designates an address in an annual report; (d) If the limited liability company will be manager-managed, a statement that the limited liability company will be manager-managed or a statement that the limited liability company will be managed by a manager or managers; (e) The name and address of each organizer; (f) The latest date on which the limited liability company will dissolve or a statement that the limited liability companys existence is perpetual; (g) If a limited liability company will render professional service or services, as defined in ORS 58.015, the professional service or services that the limited liability company will render; (h) The initial physical street address, including the number and name of the street, and the mailing address, if different, of the limited liability companys principal office; and (i) The name and address of at least one individual who is a member or manager of the limited liability company or an authorized representative with direct knowledge of the operations and business activities of the limited liability company. (2) The articles of organization may set forth any other provisions, not inconsistent with law, for regulating the internal affairs of the limited liability company, including any provision that is required or permitted to be included in any operating agreement of the limited liability company under this chapter. (3) The articles of organization need not set forth any of the powers enumerated in this chapter.
ORS Chapter 63 — Limited Liability Companies

ORS 63.050. [Repealed by 1959 c.580 104]
ORS Chapter 63 — Limited Liability Companies

ORS 63.051. Organization. (1) Unless a delayed effective date is specified in the articles of organization, the limited liability companys existence begins when the articles of organization are filed by the Secretary of State. (2) The Secretary of States filing of the articles of organization is conclusive proof that all conditions precedent to organization were satisfied except in a proceeding by the state to cancel or revoke the organization or involuntarily dissolve the limited liability company.
ORS Chapter 63 — Limited Liability Companies

ORS 63.054. Liability for preorganization transactions. All persons purporting to act as or on behalf of a limited liability company, knowing the limited liability company was not then in existence, are jointly and severally liable for all liabilities created while so acting.
ORS Chapter 63 — Limited Liability Companies

ORS 63.057. Operating agreements. The operating agreement, if any, may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law or the articles of organization and may be in writing or oral.
ORS Chapter 63 — Limited Liability Companies

ORS 63.060. [Repealed by 1959 c.580 104]
ORS Chapter 63 — Limited Liability Companies

ORS 63.070. [Repealed by 1959 c.580 104] PURPOSES AND POWERS
ORS Chapter 63 — Limited Liability Companies

ORS 63.074. Purposes; prohibition on illegal purposes. (1) Except as otherwise provided by the laws of the state and in this section, a limited liability company formed under this chapter may conduct or promote any lawful business or purpose that a partnership, corporation or professional corporation as defined in ORS 58.015 may conduct or promote, unless the articles of organization set forth a more limited purpose. A person may not organize a limited liability company under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency. (2) Subject to the laws of the state, the rules and regulations of a regulatory board of a profession, if any, and the standards of professional conduct of the profession, if any, a limited liability company or members of the limited liability company may render professional service in this state. Notwithstanding any other law, members of a limited liability company, including members who are managers, and who are also professionals, as defined in ORS 58.015, are personally liable as members of the limited liability company to the same extent and in the same manner as provided for shareholders of a professional corporation in ORS 58.185 and 58.187 and as otherwise provided in this chapter. (3) A business that is subject to regulation under another statute of the state may not be organized under this chapter if the business is required to be organized only under the other statute.
ORS Chapter 63 — Limited Liability Companies

ORS 63.077. General powers. (1) Unless its articles of organization provide otherwise, the duration of a limited liability company shall be perpetual. (2) Unless its articles of organization provide otherwise, and subject to the provisions of ORS 63.074 (2), each limited liability company organized under this chapter may: (a) Sue and be sued, and complain and defend in all courts in its own name; (b) Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in or with real or personal property or any interest in real or personal property, wherever situated; (c) Sell, convey, mortgage, pledge, create a security interest in, lease, exchange or transfer, and otherwise dispose of all or any part of its property or assets; (d) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, otherwise dispose of, and otherwise use or deal in or with other interests in or obligations of any other entity; (e) Make contracts or guarantees, incur liabilities, borrow money, issue its notes or other obligations that may be convertible into other securities of the limited liability company or include the option to purchase other securities of the limited liability company, or secure any of its obligations by mortgage or pledge of any of its property, franchises or income; (f) Lend money, invest or reinvest its funds, or receive and hold real or personal property as security for repayment of funds so loaned, invested or reinvested; (g) Be a promoter, incorporator, general partner, limited partner, member, associate or manager of any partnership, joint venture, trust or other entity; (h) Conduct its business, locate offices and exercise the powers granted by this chapter within or without this state; (i) Elect or appoint managers, employees or agents of the limited liability company, define their duties, fix their compensation and lend them money and credit; (j) Make and alter an operating agreement, not inconsistent with its articles of organization or with the laws of this state, for managing its business and regulating its affairs; (k) Pay pensions and establish pension plans, profit-sharing plans, and benefit or incentive plans for any or all of its current or former managers, members, employees and agents; (L) Make donations for the public welfare or for charitable, scientific or educational purposes; (m) Transact any lawful business that will aid governmental policy; (n) Indemnify a member or manager or any other person as and to the extent not inconsistent with the provisions of this chapter; (o) Cease its activities and dissolve; and (p) Have and exercise all powers and do every other act not inconsistent with law which is necessary or convenient to promote and effect any or all of the purposes for which the limited liability company is organized. [1993 c.173 20; 1997 c.646 2] NAME
ORS Chapter 63 — Limited Liability Companies

ORS 63.094. Limited liability company name. (1) The name of a limited liability company must contain the words limited liability company or the abbreviation L.L.C. or LLC. (2) A limited liability company name may not contain the word or abbreviation cooperative, corporation, corp., incorporated, Inc., limited partnership, L.P., LP, Ltd., limited liability partnership, L.L.P. or LLP or any derivation of any of the words or abbreviations specified in this subsection. (3) A limited liability company name must be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation. (4) A limited liability company name must be distinguishable upon the records of the Office of the Secretary of State from any other limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office. (5) The limited liability company name need not satisfy the requirement of subsection (4) of this section if the applicant delivers to the office a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the limited liability company name in this state. (6) The provisions of this section do not prohibit a limited liability company from transacting business under an assumed business name. (7) The provisions of this section do not: (a) Abrogate or limit the law governing unfair competition or unfair trade practices; or (b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names.
ORS Chapter 63 — Limited Liability Companies

ORS 63.097. Reserved name. (1) A person may apply to the office to reserve a limited liability company name. The application must set forth the name and address of the applicant and the name proposed to be reserved. (2) If the Secretary of State finds that the limited liability company name applied for conforms to ORS 63.094, the Secretary of State shall reserve the name for the applicant for a 120-day period. (3) A person may transfer the reservation of a limited liability company name to another person by delivering to the office a notice of the transfer executed by the person for whom the name was reserved and specifying the name and address of the transferee.
ORS Chapter 63 — Limited Liability Companies

ORS 63.101. Registered name. (1) A foreign limited liability company may apply to the office to register its name. (2) The application must set forth the limited liability company name, the state or country of its organization, the date of its organization and a brief description of the nature of the business in which it is engaged and a statement that it is not carrying on or doing business in the State of Oregon. The application must be accompanied by a certificate of existence or a document of similar import current within 60 days of delivery, duly authenticated by the official having custody of the limited liability company records in the state or country under whose law it is organized. (3) If the Secretary of State finds that the name conforms to ORS 63.094, the Secretary of State shall register the name effective for one year.
ORS Chapter 63 — Limited Liability Companies

ORS 63.110. [Repealed by 1959 c.580 104] OFFICE AND AGENT
ORS Chapter 63 — Limited Liability Companies

ORS 63.111. Registered office and registered agent. (1) A limited liability company shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the limited liability companys places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office. (2) A registered agent must be: (a) An individual who resides in this state and whose business office is identical to the registered office; (b) A domestic limited liability company, a domestic corporation, a domestic professional corporation or a domestic nonprofit corporation, the business office of which is identical to the registered office; or (c) A foreign limited liability company, foreign corporation, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state, the business office of which is identical to the registered office.
ORS Chapter 63 — Limited Liability Companies

ORS 63.114. Change of registered office or registered agent. (1) A limited liability company may change its registered office or registered agent by delivering to the office of the Secretary of State for filing a statement of change that sets forth: (a) The name of the limited liability company; (b) If the registered office is to be changed, the address including street and number of the new registered office; (c) If the registered agent is to be changed, the name of the new registered agent and that the new agent has consented to the appointment; and (d) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical. (2) If a registered agent changes the street address of the agents business office, the registered agent shall change the street address of the registered office of the limited liability company for which the agent is the registered agent by notifying the limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the office of the Secretary of State a statement that complies with the requirements of subsection (1) of this section and recites that the limited liability company has been notified of the change. (3) The filing of the statement by the Secretary of State shall terminate the existing registered office or agent, or both, on the effective date of the filing and establish the newly appointed registered office or agent, or both, as that of the limited liability company.