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

ORS 63.787. Annual report; updates; rules. (1) A domestic limited liability company, and a foreign limited liability company authorized to transact business in this state, shall by the limited liability companys anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth: (a) The name of the limited liability company and the state or country under whose law the limited liability company is organized; (b) The street address of the limited liability companys registered office and name of the limited liability companys registered agent at the registered office in this state; (c) The address, including street and number and mailing address, if different, of the limited liability companys principal office; (d) The names and addresses of the managers for a manager-managed limited liability company or the name and address of at least one member for a member-managed limited liability company; (e) A description of the primary business activity of the limited liability company; and (f) Additional identifying information that the Secretary of State may require by rule. (2) The information contained in the annual report must be current as of 30 days before the anniversary of the limited liability company. (3) The Secretary of State shall mail the annual report form to any address shown for the limited liability company in the current records of the office of the Secretary of State. The failure of the limited liability company to receive the annual report form from the Secretary of State does not relieve the limited liability company of the limited liability companys duty under this section to deliver an annual report to the office. (4) If an annual report does not contain the information this section requires, the Secretary of State shall notify the reporting domestic or foreign limited liability company in writing and return the report to the domestic or foreign limited liability company for correction. The domestic or foreign limited liability company must correct the error within 45 days after the Secretary of State gives the notice. (5)(a) A domestic or foreign limited liability company may update information that is required or permitted in an annual report filing at any time by delivering to the office of the Secretary of State for filing: (A) An amendment to the annual report if a change in the information set forth in the annual report occurs after the report is delivered to the office for filing and before the next anniversary; or (B) A statement with the change if the update occurs before the domestic or foreign limited liability company files the first annual report. (b) This subsection applies only to a change that is not required to be made by an amendment to the articles of organization. (c) The amendment to the annual report filed under paragraph (a) of this subsection must set forth: (A) The name of the limited liability company as shown on the records of the office; and (B) The information as changed. [1993 c.173 100; 1995 c.93 23; 1999 c.86 18; 2007 c.186 7; 2011 c.147 12] DERIVATIVE PROCEEDINGS
ORS Chapter 63 — Limited Liability Companies

ORS 63.801. Derivative proceedings. (1) A member may not commence a proceeding in the right of a domestic or foreign limited liability company unless the person was a member of the limited liability company when the transaction complained of occurred or unless the member became a member through transfer by operation of law from one who was a member at that time. (2) Except as otherwise provided in writing in the articles of organization or any operating agreement, a complaint in a proceeding brought in the right of a limited liability company must allege with particularity the demand made, if any, to obtain action by the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right, and either that the demand was refused or ignored or the reason why a demand was not made. Whether or not a demand for action was made, if the limited liability company commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed. (3) A proceeding commenced under this section may not be discontinued or settled without the courts approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the members or a class of members, the court shall direct that notice be given to the members affected. [1993 c.173 95] STATE TAXATION
ORS Chapter 63 — Limited Liability Companies

ORS 63.810. Taxation of limited liability companies and members. For purposes of ORS 320.005 to 320.150 and ORS chapters 305, 306, 307, 308, 308A, 309, 310, 311, 312, 314, 315, 316, 317, 318, 319, 321, 323 and 324, a limited liability company formed under this chapter or qualified to do business in this state as a foreign limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For purposes of ORS 320.005 to 320.150 and ORS chapters 305, 306, 307, 308, 308A, 309, 310, 311, 312, 314, 315, 316, 317, 318, 319, 321, 323 and 324, a member or an assignee of a member of a limited liability company formed under this chapter or qualified to do business in this state as a foreign limited liability company shall have the same status as the member or assignee of a member has for federal income tax purposes. [1993 c.173 101; 1997 c.646 13; 1999 c.557 1; 2009 c.33 1] MISCELLANEOUS
ORS Chapter 63 — Limited Liability Companies

ORS 63.951. Short title. This chapter shall be known and may be cited as the Oregon Limited Liability Company Act.
ORS Chapter 63 — Limited Liability Companies

ORS 63.955. Interstate application. A limited liability company organized and existing under this chapter may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign country.
ORS Chapter 63 — Limited Liability Companies

ORS 63.960. Applicability of chapter to practice of dentistry. Nothing in this chapter is intended to supersede the provisions of ORS 679.020.
ORS Chapter 63 — Limited Liability Companies

ORS 63.965. Reservation of power to amend or repeal; effect of amendment or repeal. (1) All or part of this chapter may be amended or repealed at any time and all domestic and foreign limited liability companies subject to this chapter shall be governed by the amendment or repeal. (2) The amendment or repeal of a statute in this chapter does not affect: (a) The operation of the statute or any action taken under the statute before its amendment or repeal. (b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its amendment or repeal. (c) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its amendment or repeal. (d) Any proceeding, reorganization or dissolution commenced under the statute before its amendment or repeal. The proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been amended or repealed. [2001 c.315 50] PENALTY
ORS Chapter 63 — Limited Liability Companies

ORS 63.990. Penalty for signing false document. (1) A person commits the crime of signing a false document for filing if the person: (a) Knows the document is false in any material respect; and (b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. (2) Signing a false document for filing is a Class A misdemeanor.
ORS Chapter 63 — Limited Liability Companies

ORS 63.992. Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action. (1) A member, manager, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the member, manager, employee or agent: (a) Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entitys shares, assets, liabilities, capital, dividends, earnings, accounts or business operations that the member, manager, employee or agent knows is false in any material respect; (b) Making an entry or causing another person to make an entry in a shell entitys books, records, minutes or accounts that the member, manager, employee or agent knows is false in any material respect; or (c) Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in a shell entitys books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the member, manager, employee or agent intends to deceive another person. (2) A member, manager, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS 180.750, makes a false claim and is subject to a civil action as provided in ORS 180.750 to 180.785. [2017 c.705 6] _______________
ORS Chapter 65 — Nonprofit Corporations

ORS 65.004. Filing requirements. (1)(a) For the Secretary of State to file a document under this chapter, the document must: (A) Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. (B) Be a type of document that this chapter or another law requires or permits a person to file with the Secretary of State. (C) Include the information this chapter requires. (D) Be legibly written in the English language and in the alphabet used to write the English language, except as provided in subsections (3) and (4) of this section. (E) Be delivered to the Secretary of State along with the correct filing fee. A filing is effective only as provided in ORS 56.080, 65.001, 65.011, 65.014 and
ORS Chapter 65 — Nonprofit Corporations

ORS 65.007. Filing, service, copying and certification fees. The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record under this chapter.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.011. Effective time and date of document. (1) Except as provided in subsection (2) of this section and ORS 56.080, 65.014 and 65.275, a document accepted for filing after review is effective: (a) On the date the Secretary of State files the document; and (b) At the time, if any, the document specifies as the documents effective time or at 12:01 a.m. on that date if the document does not specify an effective time. (2) If a document specifies a delayed effective time and date, the document becomes effective at the time and date specified. If a document specifies a delayed effective date but no time, the document becomes effective at 12:01 a.m. on that date. A delayed effective date for a document may not be later than the 90th day after the date the document is filed.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.014. Correcting filed document. (1) A domestic corporation or foreign corporation may correct a document filed by the Secretary of State other than an annual report, if the document: (a) Contains an incorrect statement; or (b) Was defectively executed, attested, sealed, verified or acknowledged. (2) Errors in annual reports may be corrected as provided in ORS 65.787. (3) A domestic corporation or foreign corporation seeking to correct a document shall deliver the articles of correction to the Secretary of State for filing. The articles of correction must include the following: (a) A description of the incorrect document, including the filing date or a copy of the document; (b) A description of the incorrect statement and the reason the statement is incorrect or a description of the manner in which the execution, attestation, seal, verification or acknowledgment is defective; and (c) A correction of the incorrect statement or defective execution, attestation, seal, verification or acknowledgment. (4) Articles of correction are effective on the effective date of the document the articles 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 by the Secretary of State. (5) An incorrect document with a delayed effective date may also be corrected by withdrawal and new filing pursuant to the provisions of ORS 56.080.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.016. 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 65 — Nonprofit Corporations

ORS 65.021. Appeal from Secretary of States refusal to file document. If the Secretary of State refuses to file a document delivered to the Secretary of State for filing, a domestic corporation or foreign corporation, in addition to any other legal remedy which may be available, has the right to appeal from such final order pursuant to the provisions of ORS 183.484.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.024. Evidentiary effect of certified copy of filed document or secretarys certificate. (1) A certificate bearing the Secretary of States signature, which may be in facsimile, and attached to a copy of a document is conclusive evidence that the original document or a facsimile thereof is on file with the Secretary of State. (2) The following documents and certificates must be received in all courts, public offices and official bodies of this state as prima facie evidence of the facts stated in the documents or certificates, unless a greater evidentiary effect is provided in ORS 65.027 and 65.051 or elsewhere in this chapter or the document was thereafter corrected or withdrawn from the files of the Secretary of State: (a) All facts stated in certificates the Secretary of State issues with respect to the Secretary of States business registry functions including a certificate of compliance or noncompliance of a document with filing requirements or other provisions of law administered by the Secretary of State, or a certificate as to the existence or nonexistence of facts that would appear from presence or absence of documents in the files of the Secretary of State; and (b) All facts stated in documents certified as filed by the Secretary of State, but only to the extent the specific items were required to be included in the document by this chapter or ORS chapter 61 (1987 Replacement Part).
ORS Chapter 65 — Nonprofit Corporations

ORS 65.027. Certificate of existence or authorization. (1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic corporation or a certificate of authorization for a foreign corporation. (2) A certificate of existence or authorization, when issued, means that: (a) The domestic corporations corporate name or the foreign corporations corporate name is of active record in this state; (b) The domestic corporation is duly incorporated under the law of this state or the foreign corporation 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 corporation or foreign corporation; (d) An annual report if required by ORS 65.787 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) A person may apply to the Secretary of State to issue a certificate covering any fact of record. (4) 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 corporation or foreign corporation is in existence or is authorized to transact business in this state. [1989 c.1010 11; 2019 c.174 13] (Secretary of State)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.031. Powers. The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter. [1989 c.1010 13; 2019 c.174 14] (Notice)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.036. Private foundations. Except where otherwise determined by a court of competent jurisdiction, a corporation which is a private foundation as defined in section 509 of the Internal Revenue Code of 1986 shall: (1) Distribute such amounts for each taxable year at such time and in such manner as not to subject the corporation to tax under section 4942 of the Internal Revenue Code of 1986; (2) Not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code of 1986; (3) Not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code of 1986; (4) Not make any investments in such a manner as to subject the corporation to taxes on investments which jeopardize charitable purposes as provided in section 4944 of the Internal Revenue Code of 1986; and (5) Not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code of 1986. [1989 c.1010 16] (Judicial Relief)
ORS Chapter 65 — Nonprofit Corporations

ORS 65.040. Notice to Attorney General; effect of failure to notify. (1) The Attorney General must be given notice of the commencement of any proceeding that ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.042. Religious corporations; constitutional protections. If religious doctrine or practice governing the affairs of a religious corporation is inconsistent with the provisions of this chapter on the same subject, the religious doctrine or practice shall control to the extent required by the Constitution of the United States or the Constitution of this state, or both. [1989 c.1010 19] INCORPORATION
ORS Chapter 65 — Nonprofit Corporations

ORS 65.044. Incorporators. One or more individuals 18 years of age or older, a domestic or foreign corporation, a partnership or an association may act as incorporators of a corporation by delivering articles of incorporation to the Secretary of State for filing.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.047. Articles of incorporation. (1) Articles of incorporation formed in accordance with this chapter after October 3, 1989, must set forth: (a) A corporate name for the corporation that satisfies the requirements of ORS
ORS Chapter 65 — Nonprofit Corporations

ORS 65.051. Incorporation. (1) Unless a delayed effective date is specified, the corporate existence begins when the articles of incorporation are reviewed, accepted and filed by the Secretary of State. (2) The Secretary of States filing of the articles of incorporation is conclusive proof that the incorporators satisfied all conditions precedent to incorporation applicable at the time of incorporation except as provided in ORS 56.080 or in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.054. Liability for preincorporation transactions. All persons purporting to act as or on behalf of a corporation organized or subject to the authority of this chapter, knowing there was no incorporation under this chapter at the relevant time, may be held to be jointly and severally liable for all liabilities created while so acting if, under the circumstances, it is equitable to do so.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.057. Organization of corporation. (1) After incorporation: (a) If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting at the call of a majority of the directors, with notice as provided in ORS 65.344, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting. (b) If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators with equivalent notice to that specified in ORS 65.344: (A) To complete the organization of the corporation and to elect directors; or (B) To elect a board of directors whose election completes the organization of the corporation. (2) Action required or permitted by this chapter to be taken by incorporators or directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or director, in accordance with the procedures of ORS 65.341. (3) An organizational meeting may be held in or out of this state.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.061. Bylaws. (1) The incorporators or board of directors of a corporation, whichever completes the organization of the corporation at the corporations organizational meeting, shall adopt initial bylaws for the corporation. (2) The bylaws may contain any provision for managing and regulating the affairs of the corporation that is consistent with law and the articles of incorporation. (3) Except with respect to a corporations articles of incorporation, provisions in the bylaws control provisions in any other document for managing or regulating the affairs of the corporation. If a provision in the bylaws is inconsistent with a provision in the articles of incorporation, the provision in the articles of incorporation controls.
ORS Chapter 65 — Nonprofit Corporations

ORS 65.064. Emergency bylaws and powers. (1) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt, amend or repeal bylaws to be effective only in an emergency as described in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may provide special procedures necessary for managing the corporation during the emergency, including: (a) Procedures for calling a meeting of the board of directors; (b) Quorum requirements for the meeting; and (c) Designation of additional or substitute directors. (2) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (3) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation. A corporate director, officer, employee or agent is not liable for deviation from normal procedures if the conduct was authorized by emergency bylaws adopted as provided in this section. (4) An emergency exists for purposes of this section if a quorum of the corporations directors cannot readily be assembled because of some present or imminent catastrophic event.