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

ORS 63.245. Admission of members. (1) A person becomes a member of a limited liability company on the later of: (a) The date the initial articles of organization are filed; or (b) The date stated in the records of the limited liability company as the date the person becomes a member. (2) After the filing of the limited liability companys initial articles of organization, a person may be admitted as a member of the limited liability company upon compliance with the articles of organization or any operating agreement, or, if neither the articles of organization nor any operating agreement so provide: (a) In the case of a person acquiring a membership interest directly from the limited liability company, upon the consent of a majority of the members; (b) In the case of an assignee of a limited liability company membership interest not governed by paragraph (c) of this section, upon the consent of a majority of the members other than the assignor; or (c) In the case of an assignee of a membership interest in a limited liability company in which, immediately following the assignment, the limited liability company otherwise would have no members, simultaneously with and upon the assignment of the membership interest.
ORS Chapter 63 — Limited Liability Companies

ORS 63.249. Assignment of membership interest; effect of assignment. Except as provided in the articles of organization or any operating agreement: (1) A membership interest is assignable in whole or in part. (2) An assignment of a membership interest does not itself dissolve the limited liability company. (3) Until the assignee of a membership interest becomes a member with respect to the interest, the assignee shall have the assignors right to receive and retain, to the extent assigned, the distributions, as and when made, and allocations of profits and losses to which the assignor would be entitled, but shall not exercise any other rights of a member, including without limitation the right to vote or otherwise participate in the management and affairs of the limited liability company. (4) Except as otherwise provided in ORS 63.229 and 63.235, until the assignee of a membership interest becomes a member, the assignee has no liability, duty or obligation as a member solely as a result of the assignment. (5) The assignor of all or a portion of a membership interest ceases to be a member with respect to the interest assigned, but is not released from liability as a member accruing or arising prior to assignment solely as a result of the assignment, and is not relieved of any fiduciary duties the assignor otherwise may continue to owe the limited liability company or its remaining members. (6) Any otherwise permissible assignment of a membership interest shall be effective as to and binding on the limited liability company only after reasonable notice of and proof of the assignment have been provided to the managers of the limited liability company. (7) The pledge of, or granting of a security interest, lien, or other encumbrance in or against all or any portion of the membership interest of a member is not an assignment of the members interest.
ORS Chapter 63 — Limited Liability Companies

ORS 63.255. Rights of assignee who becomes member. (1) An assignee who becomes a member as to the assigned interest has the rights and powers, and is subject to the restrictions and liabilities, of a member under this chapter, the articles of organization and any operating agreement. An assignee who becomes a member also is liable for any obligations of the assignees assignor to make contributions under ORS 63.180. 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. (2) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignors liability to the limited liability company to make contributions under ORS 63.180.
ORS Chapter 63 — Limited Liability Companies

ORS 63.259. Rights of judgment creditor against member. 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. This chapter shall not deprive any member of the benefit of any exemption laws applicable to the members membership interest.
ORS Chapter 63 — Limited Liability Companies

ORS 63.265. Cessation of membership. Except as otherwise provided in the articles of organization or any operating agreement: (1) A member shall cease to be a member in a limited liability company upon the members death, incompetency, bankruptcy, dissolution, withdrawal, expulsion or assignment of the members entire membership interest. (2)(a) Except as otherwise provided in paragraph (b) of this subsection, following the cessation of the members interest, the holder of the former members interest shall be considered an assignee of such interest and shall have all the rights, duties and obligations of an assignee under this chapter. (b) If the member who ceases to be a member is the only member of the limited liability company, the holder of the former members interest shall become a member simultaneously with and upon the cessation of the former members interest.
ORS Chapter 63 — Limited Liability Companies

ORS 63.350. [1959 c.660 16; repealed by 1981 c.68 1] AMENDMENT OF ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT
ORS Chapter 63 — Limited Liability Companies

ORS 63.431. Operating agreement. (1) An operating agreement of a limited liability company 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. (2) The power to adopt, alter, amend or repeal an operating agreement of a limited liability company shall be vested in the members of the limited liability company, or for a single member limited liability company, in the sole member of the limited liability company, unless otherwise vested in a manager or managers of the limited liability company by the articles of organization or any operating agreement. (3) The members may amend or repeal any operating agreement even if the articles of organization or any operating agreement provide that a manager or managers may amend or repeal an operating agreement.
ORS Chapter 63 — Limited Liability Companies

ORS 63.434. Amendment to articles of organization. (1) Consistent with the provisions of this chapter, a limited liability company may amend its articles of organization at any time to add, change or delete any provision, provided that the articles of organization as amended contain only such provisions as are required or permitted in initial articles of organization under this chapter as of the effective date of the amendment. (2) A limited liability company amending its articles of organization shall deliver articles of amendment to the office for filing. (3) Articles of amendment shall contain: (a) The name of the limited liability company; (b) The text of each amendment adopted; (c) The date of each amendments adoption; (d) If an amendment was adopted by the managers without member action, a statement to that effect and a statement that member action was not required; and (e) If an amendment was approved by the members, a statement that the member approval required under ORS 63.444, the articles of organization or any operating agreement has been obtained and a statement of the percentage of such members approval.
ORS Chapter 63 — Limited Liability Companies

ORS 63.437. Restated articles of organization. (1) The managers of a manager-managed limited liability company may restate its articles of organization at any time with or without member action. (2) The restatement may include one or more amendments to the articles of organization. If the restatement includes an amendment requiring member approval, it must be adopted as provided in ORS 63.444. (3) A limited liability company restating its articles of organization shall deliver to the office for filing articles of restatement setting forth the name of the limited liability company and the text of the restated articles of organization together with a certificate setting forth: (a) Whether the restatement contains an amendment to the articles of organization requiring member approval and, if it does not, that the managers adopted the restatement; or (b) If the restatement contains an amendment to the articles of organization requiring member approval, the information required by ORS 63.434. (4) Restated articles of organization shall contain all statements required to be included in the initial articles of organization except that no statement is required to be made with respect to: (a) The names and addresses of the organizers or the initial or present registered office or agent; or (b) The mailing address of the limited liability company if an annual report has been filed with the office of the Secretary of State. (5) Duly adopted restated articles of organization supersede the initial articles of organization and all amendments to them.
ORS Chapter 63 — Limited Liability Companies

ORS 63.441. Amendment by managers. 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: (1) Delete the names and addresses of the initial managers, if named in the initial articles of organization; (2) Delete the name and address of the initial registered agent or registered office, if a statement of change is filed with the office of the Secretary of State; (3) Delete the mailing address of the limited liability company if a report reflecting the mailing address has been filed with the office of the Secretary of State; (4) Change the limited liability companys name by substituting limited liability company for the abbreviation L.L.C. or LLC, substituting the abbreviation L.L.C. for limited liability company or LLC, or substituting the abbreviation LLC for limited liability company or L.L.C.; or (5) Make any other changes expressly permitted by this chapter to be made without member action.
ORS Chapter 63 — Limited Liability Companies

ORS 63.444. Amendment by members. Except as otherwise provided in ORS 63.441 or in the articles of organization or any operating agreement, all amendments to the articles of organization or any operating agreement must be approved unanimously by the members. 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. [1993 c.173 74; 1995 c.93 17; 1997 c.646 9] CONVERSIONS AND MERGERS
ORS Chapter 63 — Limited Liability Companies

ORS 63.467. Definitions for ORS 63.467 to 63.497. As used in ORS 63.467 to 63.497: (1) Business entity means: (a) Any of the following for-profit entities: (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, 1998, 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) A cooperative organized under ORS chapter 62, predecessor law or comparable law of another jurisdiction. (2) Organizational document means the following for an Oregon business entity or, for a foreign business entity, a document equivalent to the following: (a) In the case of a corporation, professional corporation or cooperative, articles of incorporation; (b) In the case of a limited liability company, articles of organization; (c) In the case of a partnership, a partnership agreement and, for a limited liability partnership, its registration; and (d) In the case of a limited partnership, a certificate of limited partnership. (3) Owner means a: (a) Shareholder of a corporation or of a professional corporation; (b) Member or shareholder of a cooperative; (c) Member of a limited liability company; (d) Partner of a partnership; and (e) General partner or limited partner of a limited partnership.
ORS Chapter 63 — Limited Liability Companies

ORS 63.470. Conversion. (1)(a) A business entity may be converted to a limited liability company organized under this chapter. (b) A limited liability company organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion. (c) A business entity may perform a conversion described in paragraph (a) or (b) of this subsection by approving a plan of conversion and filing articles of conversion. (2) A limited liability company organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if: (a) The laws of the other jurisdiction permit the conversion; (b) The converting limited liability company approves a plan of conversion; (c) Articles of conversion are filed in this state; (d)(A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the limited liability company converted unless the converted business entity does not intend to continue to transact business in this state; 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 (e) The limited liability company complies with any requirements that the laws of the other jurisdiction impose with respect to the conversion. (3) The plan of conversion must set forth: (a) The name and type of the business entity prior to conversion; (b) The name and type of the business entity after conversion; (c) A summary of the material terms and conditions of the conversion; (d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the converted business entity or any other business entity, or into cash or other property in whole or in part; and (e) Any additional information that the statutes that govern converted business entities of the type into which the limited liability company converted require in the organizational document of the converted business entity. (4) The plan of conversion may set forth other provisions relating to the conversion.
ORS Chapter 63 — Limited Liability Companies

ORS 63.473. Action on plan of conversion. (1) A plan of conversion shall be approved as follows: (a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement. (b) In the case of a business entity other than a limited liability company, as provided by the statutes governing that business entity. (2) After a conversion is approved, and at any time before articles of conversion are filed, the planned conversion may be abandoned, subject to any contractual rights: (a) By a limited liability company, without further action by the members, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner determined by the managers. (b) By a converting business entity that is not a limited liability company, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner permitted by the statutes governing that business entity.
ORS Chapter 63 — Limited Liability Companies

ORS 63.476. Articles and plan of conversion. (1) After the owners approve a conversion, the converting business entity shall: (a) File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and (b) File a plan of conversion or, in lieu of a plan of conversion, a written declaration that: (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. (2) The conversion takes effect at the later of the date and time determined in accordance with ORS 63.011 or the date and time determined under the statutes that govern the business entity that is not a limited liability company.
ORS Chapter 63 — Limited Liability Companies

ORS 63.481. Merger. (1) One or more business entities may merge into a limited liability company organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. 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) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity; (b) A plan of merger is approved by each business entity that is a party to the merger; (c) Articles of merger are filed in this state; and (d) The limited liability company complies with any requirements imposed under the laws of this state and, if applicable, the laws of the other jurisdiction with respect to the merger. (2) The plan of merger shall set forth: (a) The name and type of each business entity planning to merge; (b) The name and type of the business entity that will survive; (c) A summary of the material terms and conditions of the merger; (d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property in whole or in part; and (e) If any party is a business entity other than a limited liability company, any additional information required for a merger by the statutes governing that business entity. (3) The plan of merger may set forth: (a) Amendments to the articles of organization of a limited liability company, if that company is the surviving business entity; and (b) Other provisions relating to the merger.
ORS Chapter 63 — Limited Liability Companies

ORS 63.487. Action on plan of merger. (1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows: (a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement. (b) In the case of a business entity other than a limited liability company, as provided by the statutes governing that business entity. (2) After a merger is authorized, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights: (a) By the limited liability company, without further action by the members, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the managers. (b) By a party to the merger that is not a limited liability company, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity.
ORS Chapter 63 — Limited Liability Companies

ORS 63.494. Articles and plan of merger. (1) After each business entity that is a party to a merger approves a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State for filing: (a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger; (b) A plan of merger or, in lieu of a plan of merger, a written declaration that: (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 (c) A written declaration that states that each business entity that is a party to the merger duly authorized and approved the plan of merger in accordance with ORS 63.487. (2) The merger takes effect on the later of the date and time determined in accordance with ORS 63.011 or the date and time determined under the statutes that govern any party to the merger that is a business entity other than a limited liability company.