reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.774 - Qualifications of members; membership shares; rights of members.

(1) The articles of incorporation or the bylaws shall establish qualifications and the method of acceptance and termination of members. No person may be accepted as a member unless employed by the employee cooperative on a full-time or part-time basis.
(2) An employee cooperative shall issue a class of voting shares designated as membership shares. Each member shall own only one such membership share and only members may own such shares.
(3) Membership shares shall be issued for a fee as shall be determined from time to time by the directors. The redemption price of membership shares is determined by reference to internal capital accounts as described in ORS 62.783.
(4) Members of an employee cooperative shall have all the rights and responsibilities of shareholders of a corporation organized under this chapter, except as otherwise provided in ORS 62.765 to 62.792. [1987 c.677 §16; 1989 c.171 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.777 - Membership powers.

(1) No capital shares other than membership shares shall be given voting power in an employee cooperative, except as otherwise provided in ORS 62.765 to 62.792 or in the articles of incorporation.
(2) The power to amend or repeal bylaws of an employee cooperative shall be in the members only, except to the extent that directors are authorized to amend or repeal the bylaws.
(3) Voting on amendments to the articles of incorporation of an employee cooperative shall be limited to the members, except that amendments adversely affecting the rights of shareholders may not be adopted without the vote of such shareholders. [1987 c.677 §17]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.780 - Apportionment of net earnings or losses.

(1)(a) The net earnings or losses of an employee cooperative shall be apportioned and distributed at such times and in such manner as the articles of incorporation or bylaws shall specify. Net earnings declared as patronage allocations with respect to a period of time, and paid or credited to members, shall be apportioned among the members in accordance with the ratio which each member’s patronage during the period involved bears to total patronage by all members during that period.
(b) As used in this subsection, "patronage" means the amount of work performed as a member of an employee cooperative, measured in accordance with the articles of incorporation and bylaws.
(2) The apportionment, distribution and payment of net earnings required by subsection (1) of this section may be in cash, credits, written notices of allocation or capital shares issued by the employee cooperative. [1987 c.677 §18]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.783 - Internal capital accounts; redemption of shares; collective reserve account.

(1)(a) Any employee cooperative may establish through its articles of incorporation or bylaws a system of internal capital accounts, to reflect the book value and to determine the redemption price of membership shares, capital shares and written notices of allocation.
(b) As used in this subsection, "written notice of allocation" means a written instrument which discloses to a member the stated dollar amount of such member’s patronage allocation and the terms for payment of that amount by the employee cooperative.
(2) The articles of incorporation or bylaws of an employee cooperative may permit the periodic redemption of written notices of allocation and capital shares, and must provide for recall and redemption of the membership share upon termination of membership in the cooperative. No redemption shall be made if such redemption would result in the liability of any director or officer of the employee cooperative.
(3) The articles of incorporation or bylaws may provide for the employee cooperative to pay or credit interest on the balance in each member’s internal capital account.
(4) The articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors. [1987 c.677 §19]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.786 - Internal capital account cooperative.

(1) An internal capital account cooperative is an employee cooperative whose entire net book value is reflected in internal capital accounts, one for each member, and a collective reserve account, and in which no persons other than members own capital shares. In an internal capital account cooperative, each member shall have one and only one vote in any matter requiring voting by shareholders.
(2) An internal capital account cooperative shall credit the paid-in membership fee and additional paid-in capital of a member to the member’s internal capital account, and shall also record the apportionment of retained net earnings or net losses to the members in accordance with patronage by appropriately crediting or debiting the internal capital accounts of members. The collective reserve account in an internal capital account cooperative shall reflect any paid-in capital, net losses and retained net earnings not allocated to individual members.
(3) In an internal capital account cooperative, the balances in all the individual internal capital accounts and collective reserve account, if any, shall be adjusted at the end of each accounting period so that the sum of the balances is equal to the net book value of the employee cooperative. [1987 c.677 §20]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.789 - Procedure for revocation of election; limits on merger.

(1) When any employee cooperative revokes its election in accordance with ORS 62.771, the amendment to the articles of incorporation shall provide for conversion of membership shares and internal capital accounts or their conversion to securities or other property in a manner consistent with this chapter.
(2) An employee cooperative which has not revoked its election under ORS 62.765 to 62.792 may not merge with another corporation other than an employee cooperative. Two or more employee cooperatives may merge in accordance with this chapter. [1987 c.677 §21; 1995 c.195 §43]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.800 - Short title; purpose; resolution of conflicts.

(1) ORS 62.800 to 62.815 may be cited as the Manufactured Dwelling Park Nonprofit Cooperative Corporation Act.
(2) The purpose of ORS 62.800 to 62.815 is to recognize the cooperative form of ownership by a nonprofit entity of an interest in real property consisting of a manufactured dwelling park.
(3) In the event of any conflict between ORS 62.800 to 62.815 and other provisions of this chapter, ORS 62.800 to 62.815 control. [2007 c.607 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.803 - Definitions for ORS 62.800 to 62.815.

As used in ORS 62.800 to 62.815, unless the context requires otherwise:
(1) "Lienholder" means the holder of a manufactured dwelling lien:
(a) That is recorded in the deed records of the county in which the manufactured dwelling is located;
(b) That is perfected with the Department of Consumer and Business Services pursuant to ORS 446.611; or
(c) Of which a manufactured dwelling park nonprofit cooperative has actual knowledge.
(2) "Manufactured dwelling" means:
(a) A manufactured dwelling, as defined in ORS 446.003; or
(b) A prefabricated structure, as defined in ORS 455.010, that is relocatable, more than eight and one-half feet wide and designed for use as a single-family dwelling.
(3) "Manufactured dwelling park" has the meaning given that term in ORS 446.003.
(4) "Manufactured dwelling park nonprofit cooperative" means a cooperative corporation that:
(a) Is organized to acquire or develop, and to own, an interest in one or more manufactured dwelling parks that are primarily used for the siting of manufactured dwellings owned and occupied by members of the cooperative;
(b) Limits the use of all income and earnings to use by the cooperative and not for the benefit or profit of any individual; and
(c) Elects to be governed by ORS 62.800 to 62.815. [2007 c.607 §3; 2009 c.609 §4; 2022 c.54 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.806 - Election as nonprofit cooperative.

(1) A cooperative organized under this chapter may elect to become a manufactured dwelling park nonprofit cooperative by stating that election in the articles of incorporation.
(2) A cooperative may not revoke an election made under subsection (1) of this section. A manufactured dwelling park nonprofit cooperative may dissolve as provided in this chapter. [2007 c.607 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.811 - Recordation of cooperative documents.

A manufactured dwelling park nonprofit cooperative may record notices, restrictive covenants, leases, memoranda and other documents relating to the cooperative in the deed records of the county in which the manufactured dwelling park of the cooperative is located. [2009 c.609 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.812 - Distribution of cooperative assets upon dissolution.

(1) As used in this section, "debts, liabilities and obligations" includes, but is not limited to, the repurchase of each membership in the cooperative for the amount that was charged by the cooperative as a membership fee.
(2) If a manufactured dwelling park nonprofit cooperative dissolves, after payment or provision for all debts, liabilities and obligations of the cooperative, the cooperative shall distribute the assets of the cooperative to:
(a) Another manufactured dwelling park nonprofit cooperative;
(b) An organization organized for a public or charitable purpose;
(c) A religious corporation;
(d) The United States;
(e) This state;
(f) A local government in this state;
(g) A housing authority created under ORS 456.055 to 456.235; or
(h) A person that is recognized as tax exempt under section 501(c)(3) of the Internal Revenue Code. [2007 c.607 §6; 2009 c.609 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.813 - Lienholder’s rights; rights and obligations on transfer of title; storage agreements.

(1) If a lienholder provides a manufactured dwelling park nonprofit cooperative with a written request for notification regarding a manufactured dwelling on which the lienholder has a lien, the cooperative shall provide the lienholder with written notice of a termination of occupancy or membership if:
(a) A member of the cooperative who is identified in the lienholder request for notification terminates occupancy in the manufactured dwelling park of the cooperative and the cooperative knows of the termination;
(b) A member of the cooperative who is identified in the lienholder request for notification terminates membership in the cooperative; or
(c) The cooperative terminates, or gives notice of cause for terminating, the occupancy or membership of a member of the cooperative who is identified in the lienholder request for notification.
(2) If a member or the cooperative terminates the member’s occupancy in the park or membership in the cooperative, and the member fails to move or sell the manufactured dwelling, a lienholder that has foreclosed on the lien on the manufactured dwelling may:
(a) Remove the manufactured dwelling from the park after satisfying any obligation to the cooperative;
(b) Subject to subsection (3) of this section, sell the manufactured dwelling; or
(c) Require the cooperative to enter into a storage agreement that allows the lienholder to store the manufactured dwelling on the space for up to 12 months if the lienholder pays the space rent and reasonably maintains the manufactured dwelling and space.
(3) The buyer of a manufactured dwelling sold by a lienholder under subsection (2)(b) of this section takes possession of the manufactured dwelling subject to ORS 62.809 (8) and any obligation to the cooperative. During the term of a storage agreement described in subsection (2)(c) of this section, the lienholder may remove or sell the manufactured dwelling as provided in subsection (2)(a) or (b) of this section.
(4) A lienholder and a cooperative that are subject to a storage agreement under subsection (2)(c) of this section may agree in writing to extend the term of the agreement beyond 12 months.
(5) If the member of the cooperative terminated occupancy in the park without terminating membership in the cooperative, an application for membership by the buyer or moving of the manufactured dwelling shall act to transfer the membership of the terminating owner to the cooperative. [2009 c.609 §3; 2017 c.198 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.815 - Prohibited actions.

(1) As used in this section, "business entity" has the meaning given that term in ORS 62.605.
(2) A manufactured dwelling park nonprofit cooperative may not:
(a) Issue stock in the cooperative.
(b) Apportion, distribute or pay net proceeds or savings to members.
(c) Make payments in redemption or refund of capital credits or retains to an heir of a member.
(d) Merge with a business entity other than another manufactured dwelling park nonprofit cooperative.
(e) Convert to another type of business entity. [2007 c.607 §7; 2009 c.609 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.850 - Use of term "cooperative."

(1)(a) Except as provided in paragraph (b) of this subsection, a person other than a cooperative incorporated under this chapter or under a previous Act of this state or organized under the laws of another jurisdiction may not use the term "cooperative," or any variation of the term, as part of the person’s corporate or other business name or title.
(b) The provisions of paragraph (a) of this subsection do not apply to a consumer operated and oriented plan, as described in the Patient Protection and Affordable Care Act (P.L. 111-148, section 1322).
(2) A cooperative may bring an action to enjoin a violation of this section without a showing of damage to the cooperative. [1957 c.716 §71; 1981 c.542 §12; 2013 c.159 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.855 - Application of chapter.

The provisions of this chapter apply to the fullest extent permitted by the laws and Constitution of the United States and of the State of Oregon, to all existing cooperative associations incorporated under any previously existing Act of this state relating to incorporation of cooperative associations. [1957 c.716 §73]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.860 - Effect of amendment or repeal of Oregon Cooperative Corporation Act.

The Oregon Cooperative Corporation Act may be amended, repealed or modified, but such amendment, repeal or modification shall not affect any vested rights or take away or impair any remedy for any liability which has been previously incurred. [1957 c.716 §74]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.865 - Effect of repeal of prior statutes.

The repeal (by section 76, chapter 716, Oregon Laws 1957) of the sections compiled in the 1953 part for ORS chapter 62 does not affect any right accrued or established, or any liability or penalty incurred, under the provisions of those sections prior to their repeal. [1957 c.716 §75]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.870 - Notice to members of agricultural cooperative; date; contents; effect of failure to send notice.

An agricultural cooperative organized and operating under ORS chapter 62 must send a notice to all members of the cooperative annually. The cooperative shall send a member the notice in February or with the member’s contract. The notice shall state that members may not file an agricultural produce lien under ORS 87.228 and 87.700 to 87.736 against the cooperative. Failure by a cooperative to send the notice does not give a member lien rights against the cooperative. [2001 c.301 §4]
Note:
62.870 was enacted into law by the Legislative Assembly but was not added to or made a part of ORS chapter 62 or any series therein by legislative action. See Preface to Oregon Revised Statutes for further explanation.
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 062 - Cooperatives › Section 62.992 - 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. [2013 c.158 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.002 - Inclusion of limited liability companies and managers and members of limited liability companies in definitions.

Unless the context otherwise requires, throughout Oregon Revised Statutes:
(1) Wherever the term "person" is defined to include both a corporation and a partnership, the term "person" shall also include a limited liability company.
(2) Wherever a section of Oregon Revised Statutes applies to both "partners" and "directors," the section shall also apply:
(a) In a limited liability company with one or more managers, to the managers of the limited liability company.
(b) In a limited liability company without managers, to the members of the limited liability company.
(3) Wherever a section of Oregon Revised Statutes applies to both "partners" and "shareholders," the section shall also apply to members of a limited liability company. [1995 c.93 §25]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.007 - 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. [1993 c.173 §4; 1995 c.93 §2; 1999 c.362 §§29,29a]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.011 - Effective time and date of document.

(1) Except as provided in subsection (2) of this section and ORS 63.014 (3), a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified.
(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 it is filed. [1993 c.173 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.014 - Correcting filed document.

(1) A domestic or foreign limited liability company may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged.
(2) A domestic or foreign limited liability company shall correct a document by delivering articles of correction to the office. The articles shall include the following:
(a) A description of the document, including its filing date, or a copy of the document.
(b) The incorrect statement and the reason it is incorrect, or a description of the manner in which the execution, attestation, seal, verification or acknowledgment is defective.
(c) A correction of the incorrect statement or defective execution, attestation, seal, verification or acknowledgment.
(3) Articles of correction are effective on the effective date of the document they 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. [1993 c.173 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.016 - 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. [1993 c.173 §7; 1995 c.215 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.017 - Filing duty of Secretary of State.

(1) If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 63.004, the Secretary of State shall file the document.
(2) The Secretary of State files a document by indicating on the document that the Secretary of State filed the document, along with the date of filing. Except as provided in ORS 63.114, 63.117, 63.671, 63.674, 63.724, 63.727 and 63.787, after filing a document the Secretary of State shall return an acknowledgment of filing to the domestic or foreign limited liability company or the representative of the domestic or foreign limited liability company.
(3) If the Secretary of State refuses to file a document, the Secretary of State shall return the document to the domestic or foreign limited liability company or the representative of the domestic or foreign limited liability company within 10 business days after the document was delivered, together with a brief written explanation of the reason for the refusal.
(4) The Secretary of State’s duty to file documents under this section is ministerial. The Secretary of State is not required to verify or inquire into the legality or truth of any matter included in any document delivered to the office for filing. The Secretary of State’s filing or refusing to file a document does not:
(a) Affect the validity or invalidity of the document in whole or part; or
(b) Relate to the correctness or incorrectness of information contained in the document.
(5) The Secretary of State’s refusal to file a document does not create a presumption that the document is invalid or that information contained in the document is incorrect. [1993 c.173 §8; 1999 c.486 §9; 2013 c.159 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.021 - Appeal from Secretary of State’s refusal to file document.

If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign limited liability company, in addition to any other legal remedy which may be available, shall have the right to appeal from such order pursuant to the provisions of ORS chapter 183. [1993 c.173 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.024 - Evidentiary effect of copy of filed document.

(1) A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the document or a facsimile thereof is on file with the office.
(2) The provisions of ORS 56.110 shall apply to all documents filed pursuant to this chapter. [1993 c.173 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.027 - Certificate of existence or authorization.

(1) Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic limited liability company or a certificate of authorization for a foreign limited liability company.
(2) A certificate of existence or authorization when issued means that:
(a) The domestic limited liability company’s name or the foreign limited liability company’s name is registered in this state;
(b) The domestic limited liability company is duly organized under the laws of this state or the foreign limited liability company 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 or foreign limited liability company;
(d) An annual report required by ORS 63.787 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) 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 or foreign limited liability company is in existence or is authorized to transact business in this state. [1993 c.173 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.034 - Knowledge and notice.

(1) A person knows a fact if the person has actual knowledge of it.
(2) A person has notice of a fact if the person:
(a) Knows of it;
(b) Has received a notification of it; or
(c) Has reason to know it exists from all the facts known to the person at the time in question.
(3) A person notifies or gives notification to another by taking steps reasonably required to inform the other person in the ordinary course, whether or not the other person learns of it.
(4) A person receives a notification when the notification:
(a) Comes to the person’s attention; or
(b) Is addressed to the person and is duly delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.
(5) A person other than an individual knows, has notice or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence.
(6) Written notice to a domestic limited liability company or to a foreign limited liability company authorized to transact business in this state may be addressed to its registered agent at its registered office or to the domestic or foreign limited liability company or its manager or managers at its principal office or mailing address as shown in the records of the office. [1993 c.173 §13; 1995 c.79 §17; 1999 c.86 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.047 - Articles of organization.

(1) Articles of organization must set forth:
(a) The name of the limited liability company, which must satisfy the requirements of ORS 63.094;
(b) The address, including street and number, and mailing address, if different, of the limited liability company’s initial registered office and the name of the initial registered agent at the office;
(c) A mailing address to which notices, as required by this chapter, may be mailed until the limited liability company designates an address in an annual report;
(d) If the limited liability company will be manager-managed, a statement that the limited liability company will be manager-managed or a statement that the limited liability company will be managed by a manager or managers;
(e) The name and address of each organizer;
(f) The latest date on which the limited liability company will dissolve or a statement that the limited liability company’s existence is perpetual;
(g) If a limited liability company will render professional service or services, as defined in ORS 58.015, the professional service or services that the limited liability company will render;
(h) The initial physical street address, including the number and name of the street, and the mailing address, if different, of the limited liability company’s principal office; and
(i) The name and address of at least one individual who is a member or manager of the limited liability company or an authorized representative with direct knowledge of the operations and business activities of the limited liability company.
(2) The articles of organization may set forth any other provisions, not inconsistent with law, for regulating the internal affairs of the limited liability company, including any provision that is required or permitted to be included in any operating agreement of the limited liability company under this chapter.
(3) The articles of organization need not set forth any of the powers enumerated in this chapter. [1993 c.173 §15; 1997 c.774 §10; 1999 c.86 §3; 2001 c.315 §51; 2017 c.705 §20]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.051 - Organization.

(1) Unless a delayed effective date is specified in the articles of organization, the limited liability company’s existence begins when the articles of organization are filed by the Secretary of State.
(2) The Secretary of State’s filing of the articles of organization is conclusive proof that all conditions precedent to organization were satisfied except in a proceeding by the state to cancel or revoke the organization or involuntarily dissolve the limited liability company. [1993 c.173 §16]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.054 - Liability for preorganization transactions.

All persons purporting to act as or on behalf of a limited liability company, knowing the limited liability company was not then in existence, are jointly and severally liable for all liabilities created while so acting. [1993 c.173 §17]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.057 - Operating agreements.

The operating agreement, if any, 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 and may be in writing or oral. [1993 c.173 §18; 1995 c.93 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.074 - Purposes; prohibition on illegal purposes.

(1) Except as otherwise provided by the laws of the state and in this section, a limited liability company formed under this chapter may conduct or promote any lawful business or purpose that a partnership, corporation or professional corporation as defined in ORS 58.015 may conduct or promote, unless the articles of organization set forth a more limited purpose. A person may not organize a limited liability company under this chapter for any illegal purpose or with an intent to fraudulently conceal any business activity from another person or a governmental agency.
(2) Subject to the laws of the state, the rules and regulations of a regulatory board of a profession, if any, and the standards of professional conduct of the profession, if any, a limited liability company or members of the limited liability company may render professional service in this state. Notwithstanding any other law, members of a limited liability company, including members who are managers, and who are also professionals, as defined in ORS 58.015, are personally liable as members of the limited liability company to the same extent and in the same manner as provided for shareholders of a professional corporation in ORS 58.185 and 58.187 and as otherwise provided in this chapter.
(3) A business that is subject to regulation under another statute of the state may not be organized under this chapter if the business is required to be organized only under the other statute. [1993 c.173 §19; 1995 c.93 §4; 1995 c.327 §4a; 1997 c.774 §11; 2017 c.705 §21]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.077 - General powers.

(1) Unless its articles of organization provide otherwise, the duration of a limited liability company shall be perpetual.
(2) Unless its articles of organization provide otherwise, and subject to the provisions of ORS 63.074 (2), each limited liability company organized under this chapter may:
(a) Sue and be sued, and complain and defend in all courts in its own name;
(b) Purchase, take, receive, lease, or otherwise acquire, own, hold, improve, use and otherwise deal in or with real or personal property or any interest in real or personal property, wherever situated;
(c) Sell, convey, mortgage, pledge, create a security interest in, lease, exchange or transfer, and otherwise dispose of all or any part of its property or assets;
(d) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, otherwise dispose of, and otherwise use or deal in or with other interests in or obligations of any other entity;
(e) Make contracts or guarantees, incur liabilities, borrow money, issue its notes or other obligations that may be convertible into other securities of the limited liability company or include the option to purchase other securities of the limited liability company, or secure any of its obligations by mortgage or pledge of any of its property, franchises or income;
(f) Lend money, invest or reinvest its funds, or receive and hold real or personal property as security for repayment of funds so loaned, invested or reinvested;
(g) Be a promoter, incorporator, general partner, limited partner, member, associate or manager of any partnership, joint venture, trust or other entity;
(h) Conduct its business, locate offices and exercise the powers granted by this chapter within or without this state;
(i) Elect or appoint managers, employees or agents of the limited liability company, define their duties, fix their compensation and lend them money and credit;
(j) Make and alter an operating agreement, not inconsistent with its articles of organization or with the laws of this state, for managing its business and regulating its affairs;
(k) Pay pensions and establish pension plans, profit-sharing plans, and benefit or incentive plans for any or all of its current or former managers, members, employees and agents;
(L) Make donations for the public welfare or for charitable, scientific or educational purposes;
(m) Transact any lawful business that will aid governmental policy;
(n) Indemnify a member or manager or any other person as and to the extent not inconsistent with the provisions of this chapter;
(o) Cease its activities and dissolve; and
(p) Have and exercise all powers and do every other act not inconsistent with law which is necessary or convenient to promote and effect any or all of the purposes for which the limited liability company is organized. [1993 c.173 §20; 1997 c.646 §2]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.094 - Limited liability company name.

(1) The name of a limited liability company must contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC."
(2) A limited liability company name may not contain the word or abbreviation "cooperative," "corporation," "corp.," "incorporated," "Inc.," "limited partnership," "L.P.," "LP," "Ltd.," "limited liability partnership," "L.L.P." or "LLP" or any derivation of any of the words or abbreviations specified in this subsection.
(3) A limited liability company name must be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation.
(4) A limited liability company name must be distinguishable upon the records of the Office of the Secretary of State from any other limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office.
(5) The limited liability company name need not satisfy the requirement of subsection (4) of this section if the applicant delivers to the office a certified copy of a final judgment of a court of competent jurisdiction that finds that the applicant has a prior or concurrent right to use the limited liability company name in this state.
(6) The provisions of this section do not prohibit a limited liability company from transacting business under an assumed business name.
(7) The provisions of this section do not:
(a) Abrogate or limit the law governing unfair competition or unfair trade practices; or
(b) Derogate from the common law, the principles of equity or the statutes of this state or of the United States with respect to the right to acquire and protect trade names. [1993 c.173 §21; 1995 c.93 §5; 2013 c.159 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.097 - Reserved name.

(1) A person may apply to the office to reserve a limited liability company name. The application must set forth the name and address of the applicant and the name proposed to be reserved.
(2) If the Secretary of State finds that the limited liability company name applied for conforms to ORS 63.094, the Secretary of State shall reserve the name for the applicant for a 120-day period.
(3) A person may transfer the reservation of a limited liability company name to another person by delivering to the office a notice of the transfer executed by the person for whom the name was reserved and specifying the name and address of the transferee. [1993 c.173 §22]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.101 - Registered name.

(1) A foreign limited liability company may apply to the office to register its name.
(2) The application must set forth the limited liability company name, the state or country of its organization, the date of its organization and a brief description of the nature of the business in which it is engaged and a statement that it is not carrying on or doing business in the State of Oregon. The application must be accompanied by a certificate of existence or a document of similar import current within 60 days of delivery, duly authenticated by the official having custody of the limited liability company records in the state or country under whose law it is organized.
(3) If the Secretary of State finds that the name conforms to ORS 63.094, the Secretary of State shall register the name effective for one year. [1993 c.173 §23]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.111 - Registered office and registered agent.

(1) A limited liability company shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the limited liability company’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered office may not be a commercial mail receiving agency, a mail forwarding business or a virtual office.
(2) A registered agent must 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, the business office of which is identical to the registered office; or
(c) A foreign limited liability company, foreign corporation, foreign professional corporation or foreign nonprofit corporation that is authorized to transact business in this state, the business office of which is identical to the registered office. [1993 c.173 §24; 2001 c.315 §27; 2013 c.158 §25; 2017 c.705 §22]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.114 - Change of registered office or registered agent.

(1) A limited liability company 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 limited liability company;
(b) If the registered office is to be changed, the 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 that the new agent has consented to the appointment; and
(d) That after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
(2) If a registered agent changes the street address of the agent’s business office, the registered agent shall change the street address of the registered office of the limited liability company for which the agent is the registered agent by notifying the 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 that complies with the requirements of subsection (1) of this section and recites that the 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 limited liability company. [1993 c.173 §25]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.117 - Resignation of registered agent.

(1) A registered agent 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 limited liability company. The statement may include a statement that the registered office is also discontinued.
(2) Upon delivery of the signed statement, the Secretary of State shall file the resignation statement. The copy of the statement given to the limited liability company under subsection (1) of this section shall be addressed to the limited liability company at its mailing address or its principal office as shown by the records of the office of the Secretary of State.
(3) The agency appointment is terminated and the registered office discontinued, if so provided, on the 31st day after the date on which the statement was filed by the Secretary of State, unless the limited liability company shall sooner appoint a successor registered agent as provided in ORS 63.114 thereby terminating the capacity of such agent. [1993 c.173 §26; 1993 c.173 §105]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.121 - Service on limited liability company.

(1) The registered agent appointed by a limited liability company shall be an agent of the limited liability company upon whom any process, notice or demand required or permitted by law to be served upon the limited liability company may be served.
(2) The Secretary of State shall be an agent of a limited liability company including a dissolved limited liability company upon whom any such process, notice or demand may be served whenever the limited liability company fails to appoint or maintain a registered agent in this state or whenever the limited liability company’s registered agent cannot with reasonable diligence be found at the registered office.
(3) Service shall be made on the Secretary of State by:
(a) Serving on the Secretary of State or a clerk on duty at the office a copy of the process, notice or demand, with any papers required by law to be delivered in connection with the service, and the required fee for each party being served or by mailing to the office a copy of the process, notice or demand and the required fee for each party being served by certified or registered mail.
(b) Transmittal by the person instituting the proceedings of notice of the service on the Secretary of State and copy of the process, notice or demand and accompanying papers to the limited liability company being served by certified or registered mail:
(A) At the last registered office of the limited liability company as shown by the records on file in the office of the Secretary of State; and
(B) At such address of the use of which the person initiating the proceedings knows or, on the basis of reasonable inquiry, has reason to believe is most likely to result in actual notice.
(c) Filing with the appropriate court or other body, as part of the return of service, the return receipt of mailing and an affidavit of the person initiating the proceedings stating that this section has been complied with.
(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 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 limited liability company in any other manner now or hereafter 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 §27]