reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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 company’s affairs. However, the circuit court, upon cause shown, may wind up the limited liability company’s affairs upon application of any member or the member’s legal representative or assignee. [1993 c.173 §55; 1995 c.93 §21]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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. [1993 c.173 §56]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 63.644 may be enforced:
(1) Against the dissolved limited liability company to the extent of the dissolved limited liability company’s undistributed assets, including, without limitation, any insurance assets held by or for the benefit of the dissolved limited liability company that are available to satisfy the claim; or
(2) If the assets have been distributed in liquidation, against each member of the dissolved limited liability company for the amount by which such member’s liquidation distributions would have been reduced if the claim had been paid by the limited liability company. A member’s total liability for all claims under this section may not exceed the total value of assets distributed to the member, as of the date or dates of distribution, less any liability of the limited liability company paid on behalf of the limited liability company by that member after the date of the distribution. [1993 c.173 §58; 2021 c.221 §4]
Note:
Section 5, chapter 221, Oregon Laws 2021, provides:
Sec. 5.
(1) The amendments to ORS 60.644, 60.645, 63.644 and 63.645 by sections 1 to 4 of this 2021 Act apply to claims against a dissolved corporation or dissolved limited liability company whether the claims arise before, on or after the effective date of this 2021 Act [September 25, 2021], including claims against corporations or limited liability companies that dissolved before the effective date of this 2021 Act, for which a final judgment, including the exhaustion or expiration of all rights of appeal, has not been entered as of the effective date of this 2021 Act.
(2) The amendments to ORS 60.644, 60.645, 63.644 and 63.645 by sections 1 to 4 of this 2021 Act revive and allow claims that might have become barred by the time limitations set forth in chapter 361, General Laws of Oregon 1917, in chapter 340, General Laws of Oregon 1927, in chapter 40, Oregon Laws 1937, in chapter 404, Oregon Laws 1939, in section 11, chapter 462, Oregon Laws 1941, in section 1, chapter 134, Oregon Laws 1947, or in ORS 57.630 (1985 Replacement Part), 60.644 (3) or 63.644 (3). [2021 c.221 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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 company’s 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 company’s period of duration stated in the articles of organization expires. [1993 c.173 §62; 2017 c.705 §23]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.651 - Procedure; effect of administrative dissolution.

(1) If the Secretary of State determines that one or more grounds exist under ORS 63.647 for dissolving a limited liability company, the Secretary of State shall give the limited liability company written notice of the determination.
(2) If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of the Secretary of State, within 45 days after notice is given, that each of the grounds that the Secretary of State has determined to be a ground for the dissolution does not exist, the Secretary of State shall dissolve the limited liability company.
(3) A limited liability company administratively dissolved continues the limited liability company’s existence but may not carry on any activities except activities that are necessary or appropriate to wind up and liquidate the limited liability company’s business and affairs under ORS 63.637 and notify claimants under ORS 63.641 and 63.644.
(4) The administrative dissolution of a limited liability company does not terminate the authority of the limited liability company’s registered agent. [1993 c.173 §63; 1993 c.173 §106; 2013 c.159 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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 company’s 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 company’s 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 company’s continued existence as an active concern during the period of administrative dissolution. [1993 c.173 §64; 1995 c.215 §11; 2011 c.147 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.657 - Appeal from denial of reinstatement.

(1) If the Secretary of State denies a limited liability company’s 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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 company’s assets wherever located or carry on the business of the limited liability company. [1993 c.173 §67]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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. [1993 c.173 §75]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s having transacted business in this state without authority. [1993 c.173 §76]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s registry number in the state or country under whose law the foreign limited liability company is organized;
(d) The foreign limited liability company’s date of organization and either the date on which the period of the foreign limited liability company’s 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 company’s principal office;
(f) The address, including street and number, of the foreign limited liability company’s registered office in this state and the name of the foreign limited liability company’s 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. [1993 c.173 §77; 1999 c.86 §16; 2005 c.22 §43; 2011 c.147 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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. [1993 c.173 §78]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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. [1993 c.173 §79; 1995 c.93 §22]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 63.711. [1993 c.173 §80]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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. [1993 c.173 §81; 2001 c.315 §28]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 agent’s 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. [1993 c.173 §82]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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. [1993 c.173 §83; 1993 c.173 §107]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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 company’s 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. [1993 c.173 §86; 2017 c.705 §25]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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 State’s revocation of a foreign limited liability company’s authority to transact business in this state appoints the Secretary of State as the foreign limited liability company’s 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 company’s authority to transact business in this state terminates the authority of the registered agent of the foreign limited liability company. [1993 c.173 §87; 1993 c.173 §108]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 State’s revocation of its authority to transact business in this state pursuant to the provisions of ORS chapter 183. [1993 c.173 §88]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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. [1993 c.173 §96; 1999 c.86 §22]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.777 - Scope of inspection right.

(1) A member’s 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 member’s 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 member’s demand. [1993 c.173 §97]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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 company’s 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 company’s 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 company’s 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 member’s 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 member’s 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]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 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. [1993 c.173 §99; 1999 c.86 §17]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.801 - Derivative proceedings.

(1) A member may not commence a proceeding in the right of a domestic or foreign limited liability company unless the person was a member of the limited liability company when the transaction complained of occurred or unless the member became a member through transfer by operation of law from one who was a member at that time.
(2) Except as otherwise provided in writing in the articles of organization or any operating agreement, a complaint in a proceeding brought in the right of a limited liability company must allege with particularity the demand made, if any, to obtain action by the managers or the members who would otherwise have the authority to cause the limited liability company to sue in its own right, and either that the demand was refused or ignored or the reason why a demand was not made. Whether or not a demand for action was made, if the limited liability company commences an investigation of the charges made in the demand or complaint, the court may stay any proceeding until the investigation is completed.
(3) A proceeding commenced under this section may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interest of the members or a class of members, the court shall direct that notice be given to the members affected. [1993 c.173 §95]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.810 - Taxation of limited liability companies and members.

For purposes of ORS 320.005 to 320.150 and ORS chapters 305, 306, 307, 308, 308A, 309, 310, 311, 312, 314, 315, 316, 317, 318, 319, 321, 323 and 324, a limited liability company formed under this chapter or qualified to do business in this state as a foreign limited liability company shall be classified in the same manner as it is classified for federal income tax purposes. For purposes of ORS 320.005 to 320.150 and ORS chapters 305, 306, 307, 308, 308A, 309, 310, 311, 312, 314, 315, 316, 317, 318, 319, 321, 323 and 324, a member or an assignee of a member of a limited liability company formed under this chapter or qualified to do business in this state as a foreign limited liability company shall have the same status as the member or assignee of a member has for federal income tax purposes. [1993 c.173 §101; 1997 c.646 §13; 1999 c.557 §1; 2009 c.33 §1]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.955 - Interstate application.

A limited liability company organized and existing under this chapter may conduct its business, carry on its operations and have and exercise the powers granted by this chapter in any state, territory, district or possession of the United States, or in any foreign country. [1993 c.173 §104]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.965 - Reservation of power to amend or repeal; effect of amendment or repeal.

(1) All or part of this chapter may be amended or repealed at any time and all domestic and foreign limited liability companies subject to this chapter shall be governed by the amendment or repeal.
(2) The amendment or repeal of a statute in this chapter does not affect:
(a) The operation of the statute or any action taken under the statute before its amendment or repeal.
(b) Any ratification, right, remedy, privilege, obligation or liability acquired, accrued or incurred under the statute before its amendment or repeal.
(c) Any violation of the statute, or any penalty, forfeiture or punishment incurred because of the violation, before its amendment or repeal.
(d) Any proceeding, reorganization or dissolution commenced under the statute before its amendment or repeal. The proceeding, reorganization or dissolution may be completed in accordance with the statute as if it had not been amended or repealed. [2001 c.315 §50]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.990 - Penalty for signing false document.

(1) A person commits the crime of signing a false document for filing if the person:
(a) Knows the document is false in any material respect; and
(b) Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter.
(2) Signing a false document for filing is a Class A misdemeanor. [1993 c.173 §102; 2013 c.158 §26]