ORS Chapter 63 — Limited Liability Companies

ORS 63.001. Definitions. As used in this chapter: (1) Anniversary means the day each year that is exactly one or more years after: (a) The date on which the Secretary of State files the articles of organization for a domestic limited liability company. (b) The date on which the Secretary of State files a foreign limited liability companys application for authority to transact business in this state. (2) Articles of organization means the document described in ORS 63.047 that forms a limited liability company, including articles of organization as the articles of organization may be amended or restated, articles of conversion and articles of merger. (3) Bankruptcy means: (a) A members assignment for the benefit of creditors; (b) A members commencement of a voluntary bankruptcy case; (c) Adjudication of a member as bankrupt or insolvent; (d) A members filing of a petition or answer to seek for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (e) A members filing of an answer or other pleading that admits or fails to contest the material allegations of a petition filed against the member in a bankruptcy procedure; (f) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the members properties; (g) A commencement of an involuntary bankruptcy case against a member that has not been dismissed on or before the 120th day after the commencement of the case; (h) An appointment, without the members consent, of a trustee, receiver or liquidator either of the member or of all or any substantial part of the members properties that is not vacated or stayed on or before the 90th day after the appointment; or (i) An appointment described in paragraph (h) of this subsection that is not vacated on or before the 90th day after the stay described in paragraph (h) of this subsection expires. (4) Contribution means anything of value that a person contributes to the limited liability company as a prerequisite for or in connection with membership including cash, property or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services. (5) Corporation or domestic corporation means a corporation for profit that is incorporated under ORS chapter 60. (6) Distribution means a direct or indirect transfer of money or other property, except of a limited liability companys own interests, or a limited liability companys incurrence of indebtedness to or for the benefit of the limited liability companys members in respect of a members interests, whether in the form of a declaration or payment of profits, a purchase, retirement or other acquisition of interests, a distribution of indebtedness, or otherwise. (7) Domestic nonprofit corporation means a corporation not for profit that is incorporated under ORS chapter 65. (8) Domestic professional corporation means a corporation that is organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58. (9) Entity means a domestic or foreign limited liability company, corporation, professional corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign cooperative corporation, profit or nonprofit unincorporated association, business trust, domestic or foreign general or limited partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government or any foreign government. (10) Foreign corporation means a corporation for profit that is incorporated under laws other than the laws of the state. (11) Foreign limited liability company means an entity that is an unincorporated association organized under laws other than the laws of the state and that is organized under a statute under which an association may be formed that affords to each of the entitys members limited liability with respect to the liabilities of the entity. (12) Foreign limited partnership means a limited partnership formed under laws other than the laws of the state and that has as partners one or more general partners and one or more limited partners. (13) Foreign nonprofit corporation means a corporation not for profit that is organized under laws other than the laws of the state. (14) Foreign professional corporation means a professional corporation that is organized under laws other than the laws of the state. (15) Incompetency means the entry of a judgment by a court of competent jurisdiction adjudicating the member incompetent to manage the members person or estate. (16) Individual means a natural person. (17) Limited liability company or domestic limited liability company means an entity that is an unincorporated association that has one or more members and is organized under this chapter. (18) Limited partnership or domestic limited partnership means a partnership formed by two or more persons under ORS chapter 70 that has one or more general partners and one or more limited partners. (19) Manager means a person, not necessarily a member, that the members of a manager-managed limited liability company designate to manage the limited liability companys business and affairs. (20) Manager-managed limited liability company means a limited liability company that is designated as a manager-managed limited liability company in the limited liability companys articles of organization or the articles of organization of which otherwise expressly provide that a manager will manage the limited liability company. (21)(a) Member means a person with both an ownership interest in a limited liability company and all the rights and obligations of a member specified under this chapter. (b) Member does not include an assignee of an ownership interest that has not also acquired the voting and other rights appurtenant to membership. (22) Member-managed limited liability company means a limited liability company other than a manager-managed limited liability company. (23) Membership interest means a members collective rights in a limited liability company, including the members share of profits and losses of the limited liability company, the right to receive distributions of the limited liability companys assets and any right to vote or participate in management. (24) Office, when used to refer to the administrative unit directed by the Secretary of State, means the office of the Secretary of State. (25) Operating agreement means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability companys business. (26) Organizer means one of the signers of the initial articles of organization. (27) Party includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. (28) Person means an individual or entity. (29)(a) Principal office means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign limited liability company are located and designated in the annual report or in the application for authority to transact business in this state. (b) Principal office does not include a commercial mail receiving agency, a mail forwarding business or a virtual office. (30) Proceeding means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigatory and whether formal or informal. (31) Shell entity means an entity that has the characteristics described in ORS