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

ORS 63.711. Amendment to application for authority. (1) A foreign limited liability company authorized to transact business in this state shall deliver an amendment to the application for authority to transact business in this state to the office for filing if it changes: (a) Its name as shown on the records of the office; or (b) The period of its duration. (2) The amendment to the application for authority to transact business in this state shall set forth its name shown on the records of the office and the new name or the new period of duration. The name as changed must satisfy the requirements of ORS 63.094.
ORS Chapter 63 — Limited Liability Companies

ORS 63.714. Effect of authority. (1) The laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its members. (2) Except as provided in subsection (3) of this section, a foreign limited liability company may not be denied registration by reason of any difference between the laws of this state and the laws of the state or other jurisdiction under which the foreign limited liability company is organized. (3) Notwithstanding subsections (1) and (2) of this section, no foreign limited liability company shall be authorized or permitted to exercise any powers or purposes or conduct any business or affairs in this state that a domestic limited liability company is proscribed from exercising, pursuing or undertaking in this state.
ORS Chapter 63 — Limited Liability Companies

ORS 63.717. Name of foreign limited liability company. (1) Except as provided in subsections (2) and (3) of this section, the Secretary of State shall not authorize a foreign limited liability company to transact business in this state if the name of the foreign limited liability company does not conform to ORS 63.094. (2) The name of the foreign limited liability company must contain a word or abbreviation required by ORS 63.094 unless the name contains some other word, phrase or abbreviation that the laws of the place of organization require to denote a limited liability company. (3) If a limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered name or assumed business name of active record with the office is not distinguishable on the records of the office from the name of the applicant foreign limited liability company, the Secretary of State shall not authorize the applicant to transact business in this state unless the foreign limited liability company states its name on the application for authority to transact business in this state under ORS 63.707 as (name under which organized), a limited liability company of (place of organization), the entirety of which shall be the real and true name of the foreign limited liability company in this state under ORS chapter 648. (4) If a foreign limited liability company authorized to transact business in this state changes its name to one that does not satisfy the requirements of this section, it may not transact business in this state under the changed name until it adopts a name satisfying the requirements of this section and ORS
ORS Chapter 63 — Limited Liability Companies

ORS 63.721. Registered office and registered agent of foreign limited liability company. Each foreign limited liability company authorized to transact business in this state must continuously maintain in this state: (1) A registered office that may be, but need not be, the same as any of its places of business; and (2) A registered agent who may 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 whose business office is identical to the registered office; or (c) A foreign limited liability company, a foreign corporation, a foreign professional corporation or a foreign nonprofit corporation authorized to transact business in this state whose business office is identical to the registered office.
ORS Chapter 63 — Limited Liability Companies

ORS 63.724. Change of registered office or registered agent of foreign limited liability company. (1) A foreign limited liability company authorized to transact business in this state 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 foreign limited liability company; (b) If the registered office is to be changed, the street 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 a statement that the new agent has consented to the appointment; and (d) That after the change or changes are made, the street addresses of the 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 foreign limited liability company for which the agent is the registered agent by notifying the foreign 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 of change that complies with the requirement of subsection (1) of this section and states that the foreign 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 foreign limited liability company.
ORS Chapter 63 — Limited Liability Companies

ORS 63.727. Resignation of registered agent of a foreign limited liability company. (1) The registered agent of a foreign limited liability company may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy of the statement to the foreign limited liability company. The statement of resignation may include a statement that the registered office is also discontinued. (2) Upon the delivery of the signed statement, the Secretary of State shall file the resignation statement. 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. (3) The agency appointment is terminated, and the registered office discontinued if so provided in the signed statement under subsection (1) of this section, on the 31st day after the date on which the statement was filed by the Secretary of State unless the foreign limited liability company has previously appointed a successor registered agent, as provided in ORS 63.724, thereby terminating the capacity of such agent.
ORS Chapter 63 — Limited Liability Companies

ORS 63.731. Service on a foreign limited liability company. (1) The registered agent appointed by a foreign limited liability company authorized to transact business in this state shall be its agent upon whom any process, notice or demand required or permitted by law to be served upon the foreign limited liability company may be served. (2) The Secretary of State shall be an agent of a foreign limited liability company upon whom any process, notice or demand may be served, if: (a) The foreign limited liability company is authorized to transact business in this state, and it fails to appoint or maintain a registered agent in this state, or its registered agent cannot with reasonable diligence be found at the registered office; (b) The foreign limited liability companys authority to transact business in this state has been revoked; (c) The foreign limited liability company is transacting business in this state without being authorized as provided in this chapter; (d) The foreign limited liability company has been authorized to transact business in this state and has withdrawn; or (e) The foreign limited liability company has transacted business in this state without being authorized to do so and has ceased to transact business. (3) Service on the Secretary of State of any such process, notice or demand shall be made in the same manner as provided in ORS 63.121, except that when the foreign limited liability company served is not authorized to transact business in this state and was not authorized to transact business in this state at the time the transaction, event or occurrence upon which the proceeding is based occurred, the copy of the process, notice or demand shall be sent immediately by registered or certified mail by the plaintiff or the attorney of the plaintiff to the principal office or place of business of the foreign limited liability company, instead of the last registered office of the foreign limited liability company. (4) The Secretary of State shall keep a record of all processes, notices and demands served upon the Secretary of State under this section. (5) After completion of initial service upon the Secretary of State, no additional documents need to be served upon the Secretary of State to maintain jurisdiction in the same proceeding or to give notice of any motion or provisional process. (6) Nothing contained in this section shall limit or affect the right to serve any process, notice or demand required or permitted by law to be served upon a foreign limited liability company in any other manner permitted by law, or enlarge the purposes for which service on the Secretary of State is permitted where such purposes are limited by other provisions of law. [1993 c.173 84] (Withdrawal)
ORS Chapter 63 — Limited Liability Companies

ORS 63.734. Withdrawal of foreign limited liability company. (1) A foreign limited liability company authorized to transact business in this state may withdraw from transacting business in this state by applying to the office for withdrawal. The application shall set forth: (a) The name of the foreign limited liability company and the name of the state or country under whose law it is organized; (b) That it is not transacting business in this state and that it surrenders its authority to transact business in this state; (c) That it revokes the authority of its registered agent to accept service on its behalf and appoints the Secretary of State as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in this state; (d) A mailing address to which the person initiating any proceeding may mail to the foreign limited liability company a copy of any process served on the Secretary of State under paragraph (c) of this subsection; and (e) A commitment to notify the Secretary of State for a period of five years from the date of withdrawal of any change in its mailing address. (2) Upon filing by the Secretary of State of the application to withdraw, the authority of the foreign limited liability company to transact business in this state shall cease. [1993 c.173 85] (Revocation of Authority)
ORS Chapter 63 — Limited Liability Companies

ORS 63.737. Grounds for revocation. The Secretary of State may commence a proceeding under ORS 63.741 to revoke the authority of a foreign limited liability company to transact business in this state if: (1) The foreign limited liability company does not deliver the limited liability companys annual report to the Secretary of State within the time prescribed by this chapter; (2) The foreign limited liability company does not pay within the time prescribed by this chapter any fees imposed by this chapter; (3) The foreign limited liability company fails to comply with an order from the Secretary of State under ORS 63.032 (1); (4) The foreign limited liability company has failed to appoint or maintain a registered agent or registered office in this state as prescribed by this chapter; (5) The foreign limited liability company does not inform the Secretary of State under ORS 63.724 or 63.727 that the limited liability companys registered agent or registered office has changed, that the registered agent has resigned or that the registered office has been discontinued; (6) An organizer, manager, member or agent of the foreign limited liability company signed a document knowing the document was false in any material respect with intent that the document be delivered to the office for filing; (7) The foreign limited liability company no longer satisfies the requirements of ORS 63.714 (3); (8) The Secretary of State receives a duly authenticated certificate from the official having custody of the limited liability company records in the state or country under whose law the foreign limited liability company is organized stating that the foreign limited liability company has been dissolved or has ceased to exist as the result of a merger or other reorganization transaction; or (9) The period of duration of the foreign limited liability company expires.
ORS Chapter 63 — Limited Liability Companies

ORS 63.741. Procedure for and effect of revocation. (1) If the Secretary of State determines that one or more grounds exist under ORS 63.737 for revocation of authority of a foreign limited liability company to transact business in this state, the Secretary of State shall give the foreign limited liability company written notice of the determination. (2) If the foreign limited liability company does not correct each ground for revocation or demonstrate to the reasonable satisfaction of the Secretary of State that each ground determined by the Secretary of State does not exist within 45 days after notice is given, the Secretary of State shall revoke the foreign limited liability companys authority. (3) The authority of a foreign limited liability company to transact business in this state ceases as of the date of revocation of its authority to transact business in this state. (4) The Secretary of States revocation of a foreign limited liability companys authority to transact business in this state appoints the Secretary of State as the foreign limited liability companys agent for service of process in any proceeding based on a cause of action which arose during the time the foreign limited liability company was authorized to transact business in this state. (5) Revocation of a foreign limited liability companys authority to transact business in this state terminates the authority of the registered agent of the foreign limited liability company.
ORS Chapter 63 — Limited Liability Companies

ORS 63.744. Appeal from revocation. In addition to any other legal remedy which may be available, a foreign limited liability company shall have the right to appeal the Secretary of States revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183.
ORS Chapter 63 — Limited Liability Companies

ORS 63.747. Reinstatement of authority. (1) A foreign limited liability company that has had its authority revoked under ORS 63.741 may apply to the Secretary of State for reinstatement within five years from the date of revocation. The application shall: (a) State the name of the foreign limited liability company and the effective date its authority was revoked; and (b) State that the ground or grounds for revocation of authority either did not exist or have been eliminated. (2) If the Secretary of State determines that the application contains the information required by subsection (1) of this section, that the information is correct and that the foreign limited liability companys name satisfies the requirements of ORS 63.717, the Secretary of State shall reinstate the authority. (3) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative revocation of authority and the foreign limited liability company resumes carrying on its business as if the administrative revocation of authority had never occurred. [1993 c.173 89; 1995 c.215 12] RECORDS AND REPORTS (Records)
ORS Chapter 63 — Limited Liability Companies

ORS 63.771. Limited liability company records. (1) Each limited liability company shall keep at an office specified in the manner provided in any operating agreement or, if none, at the registered office, the following: (a) A current list of the full name and last-known business, residence or mailing address of each member and manager, both past and present. (b) A copy of the articles of organization and all amendments thereto, together with executed copies of any powers of attorney pursuant to which any amendment has been executed. (c) Copies of the limited liability companys federal, state and local income tax returns and reports, if any, for the three most recent years. (d) Copies of any currently effective written operating agreements and all amendments thereto, copies of any writings permitted or required under this chapter, and copies of any financial statements of the limited liability company for the three most recent years. (e) Unless contained in a written operating agreement or in a writing permitted or required under this chapter, a statement prepared and certified as accurate by a manager of the limited liability company which describes: (A) The amount of cash and a description and statement of the agreed value of other property or services contributed by each member and which each member has agreed to contribute in the future; (B) The times at which or events on the occurrence of which any additional contributions agreed to be made by each member are to be made; and (C) If agreed upon, the time at which or the events on the occurrence of which the limited liability company is dissolved and its affairs wound up. (2) Any limited liability company records are subject to inspection and copying at the reasonable request, and at the expense, of any member during ordinary business hours. (3) Failure of the limited liability company to keep or maintain any of the records or information required pursuant to this section shall not be grounds for imposing liability on any person for the debts and obligations of the limited liability company.
ORS Chapter 63 — Limited Liability Companies

ORS 63.777. Scope of inspection right. (1) A members agent or attorney has the same inspection and copying rights as the member. (2) The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. (3) The limited liability company may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records. (4) The limited liability company may comply with a members demand to inspect the record of members by providing the member with a list of members that was compiled no earlier than the date of the members demand.
ORS Chapter 63 — Limited Liability Companies

ORS 63.781. Court-ordered inspection. (1) If a limited liability company does not allow a member to inspect and copy any records required to be available for inspection, the circuit court of the county where the limited liability companys principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, may summarily order inspection and copying of the records demanded at the companys expense upon application of the member. (2) If a limited liability company does not within a reasonable time allow a member to inspect and copy any other record, the member may apply to the circuit court in the county where the companys principal office is located, or, if the principal office is not in this state, where its registered office is or was last located, for an order to permit inspection and copying of the records demanded. (3) If the court orders inspection and copying of the records demanded, it shall also order the limited liability company to pay the members costs, including reasonable counsel fees, incurred to obtain the order unless the company proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded. (4) If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member. (5) No order shall be issued under this section without notice to the limited liability company at least five days in advance of the time specified for the hearing unless a different period is fixed by the court. The members request shall be set for hearing at the earliest possible time and shall take precedence over all matters, except matters of the same character and hearings on preliminary injunctions under ORCP 79 B(3). [1993 c.173 98] (Reports)
ORS Chapter 63 — Limited Liability Companies

ORS 63.784. Certain expense reports to members. If a limited liability company indemnifies or advances expenses to a member or manager under ORS 63.160 in connection with a proceeding by or in the right of the limited liability company, the limited liability company shall report the indemnification or advance in writing to the members.