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

ORS 63.497. Effect of merger. (1) When a merger involving a limited liability company takes effect: (a) Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases; (b) Title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the surviving business entity without reversion or impairment; (c) All obligations of each of the business entities that were parties to the merger, including, without limitation, contractual, tort, statutory and administrative obligations, are obligations of the surviving business entity; (d) An action or proceeding pending against each of the business entities or its owners that were parties to the merger may be continued as if the merger had not occurred, or the surviving business entity may be substituted as a party to the action or proceeding; (e) If a limited liability company is the surviving business entity, its articles of organization are amended to the extent provided in the plan of merger; (f) The ownership interests of each owner that are to be converted into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property, are converted as provided in the plan of merger; (g) Liability of an owner for obligations of a business entity that is a party to the merger shall be determined: (A) As to liabilities incurred by the business entity prior to merger, according to the laws applicable prior to merger; and (B) As to liabilities incurred by the business entity after merger, according to the laws applicable after merger, except as provided in paragraph (h) of this subsection; (h) If prior to merger an owner of a business entity was a partner of a partnership or general partner of a limited partnership and was personally liable for the business entitys liabilities, and after merger is an owner normally protected from personal liability, then such owner shall continue to be personally liable for the business entitys liabilities incurred during the 12 months following merger, if the other party or parties to the transaction reasonably believed that the owner would be personally liable and had not received notice of the merger; and (i) The registration of an assumed business name of a business entity under ORS chapter 648 shall not be affected by the merger. (2) Owners of the business entities that are parties to the merger are entitled to: (a) In the case of members of limited liability companies, only the rights provided in the articles of merger; and (b) In the case of owners of business entities other than limited liability companies, the rights provided in the statutes applicable to the business entity prior to merger, including, without limitation, any rights to dissent, to dissociate, to withdraw, to recover for breach of any duty or obligation owed by the other owners, and to obtain an appraisal or payment for the value of an owners interest.
ORS Chapter 63 — Limited Liability Companies

ORS 63.501. [1993 c.173 94; repealed by 1999 c.362 67] DISSOLUTION (Generally)
ORS Chapter 63 — Limited Liability Companies

ORS 63.621. Dissolution. A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: (1) Upon reaching the time for dissolution, if any, specified in the articles of organization. (2) Upon the occurrence of events specified in the articles of organization or any operating agreement. (3) By the vote or such other action of the members as provided in the articles of organization or any operating agreement or, if neither the articles of organization nor any operating agreement so provides, by the consent of all the members. (4) At such time as the limited liability company has no members. (5) Upon administrative dissolution by the Secretary of State under ORS 63.651. (6) Upon entry of a judgment of judicial dissolution under ORS 63.671.
ORS Chapter 63 — Limited Liability Companies

ORS 63.625. Distribution of assets upon dissolution. Upon the winding up of a limited liability company, the assets shall be distributed as follows: (1) To the extent permitted by law, to creditors, including members and former members who are creditors, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under ORS
ORS Chapter 63 — Limited Liability Companies

ORS 63.629. Agency power of members and managers after dissolution. (1) Except as provided in subsections (2) and (3) of this section, and except as otherwise provided in the articles of organization or any operating agreement, after dissolution of the limited liability company, each member of a member-managed limited liability company and each manager of a manager-managed limited liability company can bind the limited liability company: (a) By any act or omission appropriate for winding up the limited liability companys affairs or completing transactions unfinished at dissolution; and (b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have actual notice of the dissolution. (2) An act or omission of a member or manager that would not be binding on the limited liability company pursuant to subsection (1) of this section is binding if it is otherwise authorized or ratified by the limited liability company. (3) An act or omission of a member or manager that would be binding on the limited liability company under subsection (1) of this section or that otherwise would be authorized, but that is in contravention of a restriction on the authority of the member or manager shall not bind the limited liability company to persons having knowledge of the restriction.
ORS Chapter 63 — Limited Liability Companies

ORS 63.631. Articles of dissolution. At any time following dissolution of the limited liability company, the limited liability company may deliver to the office of the Secretary of State articles of dissolution setting forth: (1) The name of the limited liability company; and (2) The date the dissolution occurred.
ORS Chapter 63 — Limited Liability Companies

ORS 63.637. Effect of dissolution; winding up. (1) A dissolved limited liability company continues its existence, but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs, including the actions specified in ORS 60.637 for a dissolved corporation. The limitation on personal liability otherwise provided in this chapter for members and managers shall continue following dissolution for actions appropriate to the winding up and liquidation. (2) Dissolution of a limited liability company does not: (a) Transfer title to the limited liability companys property; (b) Subject its members, managers or employees to standards of conduct different from those prescribed in this chapter; (c) Prevent commencement of a proceeding by or against the limited liability company in its limited liability company name; (d) Abate or suspend a proceeding by or against the limited liability company on the effective date of the dissolution; or (e) Terminate the authority of the registered agent of the limited liability company. (3) Except as otherwise provided in the articles of organization or any operating agreement, the manager or managers or, if the articles of organization do not provide for managers, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability companys affairs. However, the circuit court, upon cause shown, may wind up the limited liability companys affairs upon application of any member or the members legal representative or assignee.
ORS Chapter 63 — Limited Liability Companies

ORS 63.641. Known claims against dissolved limited liability company. (1) A dissolved limited liability company may dispose of the known claims against it by the procedure described in this section. (2) The dissolved limited liability company shall notify its known claimants in writing of the dissolution at any time after the dissolution. The written notice must: (a) Describe information that must be included in a claim; (b) Provide a mailing address where a claim may be sent; (c) State the deadline, which may not be fewer than 120 days from the effective date of the written notice, by which the dissolved limited liability company must receive the claim; and (d) State that the claim will be barred if not received by the deadline. (3) A claim against the dissolved limited liability company is barred: (a) If a claimant who is given written notice under subsection (2) of this section does not deliver the claim to the dissolved limited liability company by the deadline; or (b) If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. (4) For purposes of this section, claim does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.
ORS Chapter 63 — Limited Liability Companies

ORS 63.645. Enforcement of claims against dissolved limited liability company. A claim against a dissolved limited liability company that is not barred under ORS 63.641 or
ORS Chapter 63 — Limited Liability Companies

ORS 63.647. Grounds for administrative dissolution. The Secretary of State may commence a proceeding under ORS 63.651 to administratively dissolve a limited liability company if: (1) The limited liability company does not pay when due any fees imposed by this chapter; (2) The limited liability company does not deliver the limited liability companys annual report to the Secretary of State when due; (3) The limited liability company fails to comply with an order from the Secretary of State under ORS 63.032 (1) or is the subject of a recommendation for dissolution from the Director of the Department of Revenue under ORS 63.032 (3); (4) The limited liability company is without a registered agent or registered office in this state; (5) The limited liability company does not notify the Secretary of State 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; or (6) The limited liability companys period of duration stated in the articles of organization expires.
ORS Chapter 63 — Limited Liability Companies

ORS 63.651. (b) The Secretary of State shall provide in an order that imposes a civil penalty under paragraph (a)(A) of this subsection that the civil penalty is not due and payable until after the order becomes final following any appeal of the order or, if an appeal does not occur, after the order becomes final by operation of law. (3)(a) The Director of the Department of Revenue may recommend to the Secretary of State that the Secretary of State administratively dissolve a limited liability company for a failure to comply with the tax laws of the state, but the director may not recommend administrative dissolution if the director has allowed an appeal of the limited liability companys tax liability or another action of the Department of Revenue related to the limited liability companys failure to comply with the tax laws of the state or if an appeal is pending. If the Secretary of State agrees with the director, the Secretary of State may dissolve the limited liability company under ORS 63.651. (b) The Secretary of State, in consultation with the department, may specify what constitutes a failure to comply with the tax laws of the state for the purposes set forth in paragraph (a) of this subsection. (4) The Secretary of State may not reinstate a limited liability company that was administratively or judicially dissolved unless, as appropriate: (a) The limited liability company complies with the Secretary of States order under subsection (1) of this section; (b) A law enforcement agency that has completed an investigation of the limited liability company for which the Secretary of State canceled or revoked organization or revoked an authorization to transact business in this state recommends that the Secretary of State allow the organization or reinstatement; (c) A court order compels a reinstatement; or (d) The Department of Revenue recommends a reinstatement. (5) A limited liability company may appeal in accordance with ORS 183.480 to 183.500 an order the Secretary of State issues or an action the Secretary of State takes under this section. (6) The Secretary of State and the Director of the Department of Revenue may each adopt rules to implement the provisions of this section. [2017 c.705 5] (Notice)
ORS Chapter 63 — Limited Liability Companies

ORS 63.654. Reinstatement following administrative dissolution. (1) A limited liability company that the Secretary of State administratively dissolved under ORS 63.651 may apply to the Secretary of State for reinstatement within five years from the date of dissolution. The application must: (a) State the name of the limited liability company and the effective date of the limited liability companys administrative dissolution; and (b) State that the ground or grounds for dissolution 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 limited liability companys name satisfies the requirements of ORS 63.094, the Secretary of State shall reinstate the limited liability company. (3) When effective, the reinstatement relates back to and takes effect as of the effective date of the administrative dissolution and the limited liability company resumes carrying on the limited liability companys business as if the administrative dissolution had never occurred. (4) The Secretary of State may waive the requirement under subsection (1) of this section that the limited liability company apply for reinstatement within five years after the date of administrative dissolution if the limited liability company requests the waiver and provides evidence of the limited liability companys continued existence as an active concern during the period of administrative dissolution.
ORS Chapter 63 — Limited Liability Companies

ORS 63.657. Appeal from denial of reinstatement. (1) If the Secretary of State denies a limited liability companys application for reinstatement following administrative dissolution, the Secretary of State shall give written notice to the limited liability company that explains the reason or reasons for denial. (2) The limited liability company may appeal the denial of the reinstatement pursuant to the provisions of ORS chapter 183. [1993 c.173 65] (Judicial Dissolution)
ORS Chapter 63 — Limited Liability Companies

ORS 63.664. Procedure for judicial dissolution. (1) Venue for a proceeding by the Attorney General to dissolve a limited liability company lies in Marion County. Venue for a proceeding brought by any other party named in ORS 63.661 lies in the county where a 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. (2) It is not necessary to make members parties to a proceeding to dissolve a limited liability company unless relief is sought against them individually. (3) A court in a proceeding brought to judicially dissolve a limited liability company may issue injunctions, appoint a receiver or a custodian with all powers and duties the court directs, and take other action required to preserve or liquidate the limited liability companys assets wherever located or carry on the business of the limited liability company.
ORS Chapter 63 — Limited Liability Companies

ORS 63.671. Judgment of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in ORS 63.661 exist, it may enter a judgment dissolving the limited liability company and specifying the effective date of the dissolution. The clerk of the court shall deliver a certified copy of the judgment to the office for filing. The Secretary of State shall file the certified copy of the judgment. (2) After entering the judgment of dissolution, the court shall direct the winding up and liquidation of the limited liability companys business and affairs in accordance with ORS 63.637, the notification of claimants and enforcement of claims in accordance with ORS 63.641 and 63.644, and the distribution of limited liability company assets in accordance with ORS 63.625. [1993 c.173 68; 2003 c.576 328] (Disposition of Assets)
ORS Chapter 63 — Limited Liability Companies

ORS 63.674. Deposit with State Treasurer. Assets of a dissolved limited liability company that should be distributed to a creditor, claimant or member of the limited liability company who cannot be found or who is not competent to receive them shall be reduced to cash and, within six months after the final distribution of such liquidation or winding up is payable, deposited with the State Treasurer as unclaimed property under ORS 98.352. The receiver or other liquidating agent shall prepare in duplicate and under oath a statement containing the names and last-known addresses of the persons entitled to such funds. One of the statements shall be filed with the State Treasurer and another shall be delivered to the office for filing. [1993 c.173 69; 2019 c.678 49; 2021 c.424 26] FOREIGN LIMITED LIABILITY COMPANIES (Authority to Transact Business)
ORS Chapter 63 — Limited Liability Companies

ORS 63.701. Authority to transact business required. (1) A foreign limited liability company may not transact business in this state until it has been authorized to do so by the Secretary of State. (2) The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: (a) Maintaining, defending or settling any proceeding. (b) Holding meetings of the managers or members or carrying on other activities concerning internal affairs. (c) Maintaining bank accounts. (d) Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability companys own securities or maintaining trustees or depositories with respect to those securities. (e) Selling through independent contractors. (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts. (g) Creating or acquiring indebtedness, mortgages and security interests in real or personal property. (h) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (i) Owning, without more, real or personal property. (j) Conducting an isolated transaction that is completed within 30 days and is not one in the course of repeated transactions of a like nature. (k) Transacting business in interstate commerce. (3) The list of activities in subsection (2) of this section is not exhaustive.
ORS Chapter 63 — Limited Liability Companies

ORS 63.704. Consequences of transacting business without authority. (1) A foreign limited liability company transacting business in this state without authorization from the Secretary of State may not maintain a proceeding in any court in this state until it obtains authorization from the Secretary of State to transact business in this state. (2) The successor to a foreign limited liability company that transacted business in this state without authority to transact business in this state and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in this state until the foreign limited liability company or its successor obtains authorization from the Secretary of State to transact business in this state. (3) A court may stay a proceeding commenced by a foreign limited liability company or its successor or assignee until it determines whether the foreign limited liability company or its successor requires authorization from the Secretary of State to transact business in this state. If it so determines, the court may further stay the proceeding until the foreign limited liability company or its successor obtains the authorization. (4) A foreign limited liability company that transacts business in this state without authority shall be liable to this state for the years or parts thereof during which it transacted business in this state without authority in an amount equal to all fees that would have been imposed by this chapter upon the foreign limited liability company had it duly applied for and received authority to transact business in this state as required by this chapter and thereafter filed all reports required by this chapter. (5) Notwithstanding subsections (1) and (2) of this section, the failure of a foreign limited liability company to obtain authority to transact business in this state does not impair the validity of its acts or prevent it from defending any proceeding in this state. (6) A member of a foreign limited liability company is not liable for the debts and obligations of the foreign limited liability company solely by reason of the foreign limited liability companys having transacted business in this state without authority.
ORS Chapter 63 — Limited Liability Companies

ORS 63.707. Application for authority to transact business. (1) A foreign limited liability company may apply for authority to transact business in this state by delivering an application to the office of the Secretary of State for filing. The application must set forth: (a) The name of the foreign limited liability company or, if the name the foreign limited liability company uses is unavailable for filing in this state, another name that satisfies the requirements of ORS 63.717; (b) The name of the state or country under whose law the foreign limited liability company is organized; (c) The foreign limited liability companys registry number in the state or country under whose law the foreign limited liability company is organized; (d) The foreign limited liability companys date of organization and either the date on which the period of the foreign limited liability companys duration expires or a statement that the duration is perpetual; (e) The address, including street and number, and mailing address, if different, of the foreign limited liability companys principal office; (f) The address, including street and number, of the foreign limited liability companys registered office in this state and the name of the foreign limited liability companys registered agent at the registered office; (g) A statement that the foreign limited liability company satisfies the requirements of ORS 63.714 (3); and (h) A statement as to whether the foreign limited liability company is member-managed or manager-managed, or whether the foreign limited liability company is managed by a manager or managers. (2)(a) Except as provided in paragraph (b) of this subsection, the foreign limited liability company shall deliver with the completed application a certificate of existence, or a document of similar import, current within 60 days of delivery and authenticated by the official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is organized. (b) A foreign limited liability company need not submit a certificate of existence or document in accordance with paragraph (a) of this subsection if the official who has custody of business entity records in the state or country under whose law the foreign limited liability company is organized provides free access via the Internet to a searchable database that contains evidence of limited liability company registrations.