reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.140 - Agency power of managers and members; interest in real property.

(1) Subject to subsections (2) and (3) of this section:
(a) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.
(b) An act of a member that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized by the other members.
(2) Subject to subsection (3) of this section, in a manager-managed limited liability company:
(a) A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member. Each manager is an agent of the limited liability company for the purpose of its business, and an act of a manager, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.
(b) An act of a manager that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized under ORS 63.130.
(3) Unless the articles of organization limit their authority, any member of a member-managed limited liability company or manager of a manager-managed limited liability company may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument. [1993 c.173 §30; 1999 c.86 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.160 - Limitation of liability and indemnification.

The articles of organization or any operating agreement may provide for indemnification of any person for acts or omissions as a member, manager, employee or agent and may eliminate or limit the liability of a member, manager, employee or agent to the limited liability company or its members for damages from such acts or omissions. However, no such provision shall eliminate or limit the liability or provide for indemnification of a member of a member-managed limited liability company or a manager of a manager-managed limited liability company for any act or omission occurring prior to the date when such provision became effective, and no such provision shall eliminate or limit the liability or provide for indemnification of a member or manager for:
(1) Any breach of the member’s or manager’s duty of loyalty to the limited liability company or its members;
(2) Acts or omissions not in good faith which involve intentional misconduct or a knowing violation of law;
(3) Any unlawful distribution under ORS 63.235; or
(4) Any transaction from which the member or manager derives an improper personal benefit. [1993 c.173 §34; 1995 c.93 §7; 1997 c.646 §16; 1999 c.86 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.165 - Liability of members and managers.

(1) The debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the limited liability company. A member or manager is not personally liable for a debt, obligation or liability of the limited liability company solely by reason of being or acting as a member or manager.
(2) The failure of a limited liability company to observe the usual limited liability company formalities or requirements relating to the exercise of its limited liability company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the limited liability company. [1993 c.173 §35; 1999 c.86 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.170 - Liability of limited liability company for acts, omissions or conduct of member or manager.

A limited liability company is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a member or manager acting in the ordinary course of the business of the limited liability company or with authority of the limited liability company. [1999 c.86 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.180 - Liability for contributions.

(1) A promise by a member to contribute to the limited liability company is not enforceable unless it is set out in writing and signed by the member.
(2) Except as provided in the articles of organization or any operating agreement, a member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability or any other reason.
(3) If a member does not make a required contribution of property or services, the member is obligated, at the option of the limited liability company, to contribute cash equal to the portion of the value of the contribution, as stated in the limited liability company records required to be kept pursuant to ORS 63.771, that has not been made.
(4) Unless otherwise provided in the articles of organization or any operating agreement, the obligation of a member to make a contribution may be compromised only by consent of all members. Notwithstanding the compromise, a creditor of the limited liability company may enforce the original obligation if the creditor acted in reliance on that obligation before the amendment or cancellation of the obligation to reflect the compromise. [1993 c.173 §37]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.185 - Allocation of profits and losses.

(1) The profits and losses of a limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the articles of organization or any operating agreement.
(2) If neither the articles of organization nor any operating agreement provides for an allocation of profits and losses, then profits and losses shall be allocated among all the members equally.
(3) If profits, but not losses, are allocated in the articles of organization or any operating agreement, then losses shall be deemed allocated in the same proportion as profits. If losses, but not profits, are allocated in the articles of organization or any operating agreement, then profits shall be deemed allocated in the same proportion as losses.
(4) Except as otherwise provided in the articles of organization or any operating agreement, if after formation of the limited liability company a member is admitted to the limited liability company as described in ORS 63.245 (2)(a), then the profits and losses of the limited liability company shall be allocated among the members as follows:
(a) Profits and losses that would have been realized on the date of admission of the additional member if all the assets of the limited liability company were then sold at their fair value shall be allocated among only the members of the limited liability company who are members immediately prior to the new member’s admission based on the respective shares of profits and losses of such preexisting members before such admission. Thereafter the amount of profits or losses so allocated shall be treated as an adjustment to the contributions made by the preexisting members to the limited liability company; except that if the provisions of this subsection have been applied previously by the limited liability company in connection with the admission of a new member, the profits and losses allocated pursuant to this subsection shall be only those profits and losses realized since the most recent admittance of a new member; and
(b) Profits and losses realized by the limited liability company subsequent to the date of admission of the additional member shall be allocated among all the members, including the additional member, based on the respective shares of profits and losses of all the members after such admission. [1993 c.173 §38; 1995 c.93 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.195 - Allocation of interim distributions.

Distributions of cash or other assets of a limited liability company before the dissolution and winding up of the limited liability company shall be allocated among the members, and among classes of members, in the manner provided in the articles of organization or any operating agreement. If neither the articles of organization nor any operating agreement provides for such allocations, such distributions shall be allocated among the members in proportion to their right to share in the profits of the limited liability company. [1993 c.173 §39]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.200 - Right to interim distributions.

Except as provided in ORS 63.205 to 63.235, a member is entitled to receive distributions from a limited liability company before the member’s withdrawal from the limited liability company and before the dissolution and winding up of the limited liability company to the extent and at the times or upon the occurrence of the events specified in the articles of organization or any operating agreement. [1993 c.173 §40]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.205 - Voluntary withdrawal of member.

(1) A member may voluntarily withdraw from a limited liability company:
(a) At the time or upon the occurrence of events specified in the articles of organization or any operating agreement; or
(b) Upon not less than six months’ prior written notice to the limited liability company, unless the articles of organization or any operating agreement expressly provide that a member has no power to withdraw voluntarily from the limited liability company or otherwise expressly limit or condition such power.
(2) If a member with the power to withdraw voluntarily from a limited liability company exercises that power, but the withdrawal is in breach of any provision of the articles of organization or any operating agreement, then, unless otherwise provided in the articles of organization or any operating agreement, the limited liability company, in addition to any other remedy available at law or in equity, may recover from the withdrawing member damages incurred by the limited liability company as a result of the breach and may offset the damages against any amounts otherwise distributable or payable to the withdrawing member.
(3) Unless otherwise provided in the articles of organization or any operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a voluntary withdrawal by a member before the expiration of that term or completion of that undertaking is a breach of the applicable articles of organization or any operating agreement. [1993 c.173 §41; 1995 c.93 §9; 1997 c.646 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.209 - Expulsion of member.

(1) A member may be expelled from a limited liability company:
(a) In accordance with a written provision in the articles of organization or any operating agreement; or
(b) Except as otherwise provided in writing in the articles of organization or any operating agreement, by a court, upon application of any member, if the court determines that:
(A) The member has been guilty of wrongful conduct that adversely and materially affects the business or affairs of the limited liability company; or
(B) The member has willfully or persistently committed a material breach of the articles of organization or any operating agreement or otherwise breached a duty owed to the limited liability company or the other members to the extent that it is not reasonably practicable to carry on the business or affairs of the limited liability company with that member.
(2) The power of a limited liability company to expel a member pursuant to this section does not limit or adversely affect any right or power of the limited liability company to recover any damages or to pursue any other remedies provided for in the articles of organization or any operating agreement or permitted under applicable law or at equity. The limited liability company, in addition to any of its other remedies, may offset any such damages against any amounts otherwise distributable or payable to the expelled member. [1993 c.173 §42; 1995 c.93 §10]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.219 - Distribution in kind.

Except as provided in the articles of organization or any operating agreement:
(1) No member, regardless of the nature of the member’s contribution, has any right to demand and receive any distribution from a limited liability company in any form other than cash; and
(2) No member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to the member exceeds a percentage of that asset that is equal to the percentage in which the member shares in operating or liquidating distributions, as the case may be, from the limited liability company. [1993 c.173 §44]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.229 - Limitations on distribution.

(1) A distribution may be made by a limited liability company to any member only if, after giving effect to the distribution, in the judgment of the members, for a member-managed limited liability company, or the managers, for a manager-managed limited liability company:
(a) The limited liability company would be able to pay its debts as they become due in the ordinary course of business; and
(b) The fair value of the total assets of the limited liability company would at least equal the sum of:
(A) Its total liabilities; plus
(B) Unless the articles of organization permit otherwise, the amount that would be needed, if the limited liability company were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution, if any, of other members that are superior to the rights of the members receiving the distribution.
(2) The members or managers of a limited liability company may base a determination that a distribution is not prohibited under subsection (1) of this section either on:
(a) Financial statements that the members or managers reasonably believe have been prepared on the basis of accounting practices and principles that are reasonable in the circumstances; or
(b) A fair valuation or other method that the members or managers reasonably believe is reasonable in the circumstances.
(3) For purposes of this section, the amount, if any, by which a liability as to which the recourse of creditors is limited to specific property of the limited liability company exceeds the fair value of such specific property shall be disregarded as a liability of the limited liability company.
(4) The effect of a distribution under subsection (1) of this section is measured for purposes of this section:
(a) In the case of distribution by purchase, retirement or other acquisition of all or a portion of a member’s interest in the limited liability company, as of the earlier of the date the money or other property is transferred or debt incurred by the limited liability company or the date the member ceases to be a member with respect to the membership interest purchased, retired or otherwise acquired;
(b) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
(c) In all other cases, as of the date a distribution is authorized if the payment occurs within 120 days after the date of authorization or the date the payment is made if it occurs more than 120 days after the date of authorization.
(5) A limited liability company’s indebtedness to a member incurred by reason of a distribution made in accordance with this section is at parity with the limited liability company’s indebtedness to its general unsecured creditors, unless the member agrees to subordination or the limited liability company grants the member a security interest or other lien against limited liability company assets to secure the indebtedness. [1993 c.173 §46; 1999 c.86 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.235 - Liability for wrongful distribution.

(1) A member of a member-managed limited liability company or a member or manager of a manager-managed company who votes for or assents to a distribution made in violation of ORS 63.229, the articles of organization or any operating agreement, is personally liable to the limited liability company for the amount of the distribution that exceeds the amount that could have been distributed without violating ORS 63.229, the articles of organization or any operating agreement, if it is established that the member or manager did not perform the member’s or manager’s duties in compliance with ORS 63.155.
(2) A member of a manager-managed limited liability company who receives a distribution knowing that it was made in violation of ORS 63.229 is personally liable to the limited liability company, but only to the extent that the distribution received by the member exceeded the amount that could have been properly paid under ORS 63.229.
(3) A member or manager against whom an action is brought under subsection (1) of this section may implead in the action all:
(a) Other members or managers who voted for or assented to the distribution in violation of subsection (1) of this section and may compel contribution from them; and
(b) Members who received a distribution in violation of subsection (2) of this section and may compel contribution from them in the amount received in violation of subsection (2) of this section.
(4) A proceeding under this section is barred unless it is commenced within two years after the distribution. [1993 c.173 §47; 1995 c.93 §12; 1999 c.86 §12]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.245 - Admission of members.

(1) A person becomes a member of a limited liability company on the later of:
(a) The date the initial articles of organization are filed; or
(b) The date stated in the records of the limited liability company as the date the person becomes a member.
(2) After the filing of the limited liability company’s initial articles of organization, a person may be admitted as a member of the limited liability company upon compliance with the articles of organization or any operating agreement, or, if neither the articles of organization nor any operating agreement so provide:
(a) In the case of a person acquiring a membership interest directly from the limited liability company, upon the consent of a majority of the members;
(b) In the case of an assignee of a limited liability company membership interest not governed by paragraph (c) of this section, upon the consent of a majority of the members other than the assignor; or
(c) In the case of an assignee of a membership interest in a limited liability company in which, immediately following the assignment, the limited liability company otherwise would have no members, simultaneously with and upon the assignment of the membership interest. [1993 c.173 §49; 1995 c.93 §13; 1997 c.646 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.249 - Assignment of membership interest; effect of assignment.

Except as provided in the articles of organization or any operating agreement:
(1) A membership interest is assignable in whole or in part.
(2) An assignment of a membership interest does not itself dissolve the limited liability company.
(3) Until the assignee of a membership interest becomes a member with respect to the interest, the assignee shall have the assignor’s right to receive and retain, to the extent assigned, the distributions, as and when made, and allocations of profits and losses to which the assignor would be entitled, but shall not exercise any other rights of a member, including without limitation the right to vote or otherwise participate in the management and affairs of the limited liability company.
(4) Except as otherwise provided in ORS 63.229 and 63.235, until the assignee of a membership interest becomes a member, the assignee has no liability, duty or obligation as a member solely as a result of the assignment.
(5) The assignor of all or a portion of a membership interest ceases to be a member with respect to the interest assigned, but is not released from liability as a member accruing or arising prior to assignment solely as a result of the assignment, and is not relieved of any fiduciary duties the assignor otherwise may continue to owe the limited liability company or its remaining members.
(6) Any otherwise permissible assignment of a membership interest shall be effective as to and binding on the limited liability company only after reasonable notice of and proof of the assignment have been provided to the managers of the limited liability company.
(7) The pledge of, or granting of a security interest, lien, or other encumbrance in or against all or any portion of the membership interest of a member is not an assignment of the member’s interest. [1993 c.173 §50; 1997 c.646 §5]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.255 - Rights of assignee who becomes member.

(1) An assignee who becomes a member as to the assigned interest has the rights and powers, and is subject to the restrictions and liabilities, of a member under this chapter, the articles of organization and any operating agreement. An assignee who becomes a member also is liable for any obligations of the assignee’s assignor to make contributions under ORS 63.180. However, the assignee is not obligated merely by becoming a member for any other liabilities for which the assignor was liable that were unknown to the assignee at the time the assignee became a member and that could not be ascertained from the articles of organization.
(2) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor’s liability to the limited liability company to make contributions under ORS 63.180. [1993 c.173 §51; 1995 c.93 §14; 1997 c.646 §6]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.259 - Rights of judgment creditor against member.

On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the membership interest. This chapter shall not deprive any member of the benefit of any exemption laws applicable to the member’s membership interest. [1993 c.173 §52]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.265 - Cessation of membership.

Except as otherwise provided in the articles of organization or any operating agreement:
(1) A member shall cease to be a member in a limited liability company upon the member’s death, incompetency, bankruptcy, dissolution, withdrawal, expulsion or assignment of the member’s entire membership interest.
(2)(a) Except as otherwise provided in paragraph (b) of this subsection, following the cessation of the member’s interest, the holder of the former member’s interest shall be considered an assignee of such interest and shall have all the rights, duties and obligations of an assignee under this chapter.
(b) If the member who ceases to be a member is the only member of the limited liability company, the holder of the former member’s interest shall become a member simultaneously with and upon the cessation of the former member’s interest. [1993 c.173 §53; 1995 c.93 §15; 1997 c.646 §7]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.431 - Operating agreement.

(1) An operating agreement of a limited liability company 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.
(2) The power to adopt, alter, amend or repeal an operating agreement of a limited liability company shall be vested in the members of the limited liability company, or for a single member limited liability company, in the sole member of the limited liability company, unless otherwise vested in a manager or managers of the limited liability company by the articles of organization or any operating agreement.
(3) The members may amend or repeal any operating agreement even if the articles of organization or any operating agreement provide that a manager or managers may amend or repeal an operating agreement. [1993 c.173 §70; 1997 c.646 §8]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.434 - Amendment to articles of organization.

(1) Consistent with the provisions of this chapter, a limited liability company may amend its articles of organization at any time to add, change or delete any provision, provided that the articles of organization as amended contain only such provisions as are required or permitted in initial articles of organization under this chapter as of the effective date of the amendment.
(2) A limited liability company amending its articles of organization shall deliver articles of amendment to the office for filing.
(3) Articles of amendment shall contain:
(a) The name of the limited liability company;
(b) The text of each amendment adopted;
(c) The date of each amendment’s adoption;
(d) If an amendment was adopted by the managers without member action, a statement to that effect and a statement that member action was not required; and
(e) If an amendment was approved by the members, a statement that the member approval required under ORS 63.444, the articles of organization or any operating agreement has been obtained and a statement of the percentage of such members’ approval. [1993 c.173 §71]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.437 - Restated articles of organization.

(1) The managers of a manager-managed limited liability company may restate its articles of organization at any time with or without member action.
(2) The restatement may include one or more amendments to the articles of organization. If the restatement includes an amendment requiring member approval, it must be adopted as provided in ORS 63.444.
(3) A limited liability company restating its articles of organization shall deliver to the office for filing articles of restatement setting forth the name of the limited liability company and the text of the restated articles of organization together with a certificate setting forth:
(a) Whether the restatement contains an amendment to the articles of organization requiring member approval and, if it does not, that the managers adopted the restatement; or
(b) If the restatement contains an amendment to the articles of organization requiring member approval, the information required by ORS 63.434.
(4) Restated articles of organization shall contain all statements required to be included in the initial articles of organization except that no statement is required to be made with respect to:
(a) The names and addresses of the organizers or the initial or present registered office or agent; or
(b) The mailing address of the limited liability company if an annual report has been filed with the office of the Secretary of State.
(5) Duly adopted restated articles of organization supersede the initial articles of organization and all amendments to them. [1993 c.173 §72; 1999 c.86 §13]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.441 - Amendment by managers.

Except as provided in the articles of organization, the manager or managers of a manager-managed limited liability company may adopt without member action one or more amendments to the articles of organization to:
(1) Delete the names and addresses of the initial managers, if named in the initial articles of organization;
(2) Delete the name and address of the initial registered agent or registered office, if a statement of change is filed with the office of the Secretary of State;
(3) Delete the mailing address of the limited liability company if a report reflecting the mailing address has been filed with the office of the Secretary of State;
(4) Change the limited liability company’s name by substituting "limited liability company" for the abbreviation "L.L.C." or "LLC," substituting the abbreviation "L.L.C." for "limited liability company" or "LLC," or substituting the abbreviation "LLC" for "limited liability company" or "L.L.C."; or
(5) Make any other changes expressly permitted by this chapter to be made without member action. [1993 c.173 §73; 1995 c.93 §16; 1999 c.86 §14]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.444 - Amendment by members.

Except as otherwise provided in ORS 63.441 or in the articles of organization or any operating agreement, all amendments to the articles of organization or any operating agreement must be approved unanimously by the members. Unless otherwise provided in the articles of organization or any operating agreement, the managers, if any, of the limited liability company may, but need not, propose or take a position recommending or disapproving any such proposed amendment. [1993 c.173 §74; 1995 c.93 §17; 1997 c.646 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.467 - Definitions for ORS 63.467 to 63.497.

As used in ORS 63.467 to 63.497:
(1) "Business entity" means:
(a) Any of the following for-profit entities:
(A) A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction;
(B) A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction;
(C) A limited liability company organized under this chapter or comparable law of another jurisdiction;
(D) A partnership organized in Oregon after January 1, 1998, or that is registered as a limited liability partnership, or that has elected to be governed by ORS chapter 67, and a partnership governed by law of another jurisdiction that expressly provides for conversions and mergers; and
(E) A limited partnership organized under ORS chapter 70, predecessor law or comparable law of another jurisdiction; and
(b) A cooperative organized under ORS chapter 62, predecessor law or comparable law of another jurisdiction.
(2) "Organizational document" means the following for an Oregon business entity or, for a foreign business entity, a document equivalent to the following:
(a) In the case of a corporation, professional corporation or cooperative, articles of incorporation;
(b) In the case of a limited liability company, articles of organization;
(c) In the case of a partnership, a partnership agreement and, for a limited liability partnership, its registration; and
(d) In the case of a limited partnership, a certificate of limited partnership.
(3) "Owner" means a:
(a) Shareholder of a corporation or of a professional corporation;
(b) Member or shareholder of a cooperative;
(c) Member of a limited liability company;
(d) Partner of a partnership; and
(e) General partner or limited partner of a limited partnership. [1999 c.362 §31; 2003 c.80 §27]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.470 - Conversion.

(1)(a) A business entity may be converted to a limited liability company organized under this chapter.
(b) A limited liability company organized under this chapter may be converted to another business entity organized under the laws of this state if the statutes that govern the other business entity permit the conversion.
(c) A business entity may perform a conversion described in paragraph (a) or (b) of this subsection by approving a plan of conversion and filing articles of conversion.
(2) A limited liability company organized under this chapter may be converted to a business entity organized under the laws of another jurisdiction if:
(a) The laws of the other jurisdiction permit the conversion;
(b) The converting limited liability company approves a plan of conversion;
(c) Articles of conversion are filed in this state;
(d)(A) The converted business entity submits an application for filing to the Secretary of State to transact business as a foreign business entity of the type into which the limited liability company converted unless the converted business entity does not intend to continue to transact business in this state; and
(B) The converted business entity meets all other requirements the laws of this state prescribe for authorization to transact business as a foreign business entity of the type into which the business entity converted; and
(e) The limited liability company complies with any requirements that the laws of the other jurisdiction impose with respect to the conversion.
(3) The plan of conversion must set forth:
(a) The name and type of the business entity prior to conversion;
(b) The name and type of the business entity after conversion;
(c) A summary of the material terms and conditions of the conversion;
(d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the converted business entity or any other business entity, or into cash or other property in whole or in part; and
(e) Any additional information that the statutes that govern converted business entities of the type into which the limited liability company converted require in the organizational document of the converted business entity.
(4) The plan of conversion may set forth other provisions relating to the conversion. [1999 c.362 §32; 2001 c.315 §16; 2003 c.80 §20; 2011 c.147 §9]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.473 - Action on plan of conversion.

(1) A plan of conversion shall be approved as follows:
(a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement.
(b) In the case of a business entity other than a limited liability company, as provided by the statutes governing that business entity.
(2) After a conversion is approved, and at any time before articles of conversion are filed, the planned conversion may be abandoned, subject to any contractual rights:
(a) By a limited liability company, without further action by the members, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner determined by the managers.
(b) By a converting business entity that is not a limited liability company, in accordance with the procedure set forth in the plan of conversion or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1999 c.362 §33]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.476 - Articles and plan of conversion.

(1) After the owners approve a conversion, the converting business entity shall:
(a) File articles of conversion that state the name and type of business entity that existed before conversion and the name and type of business entity that will exist after conversion; and
(b) File a plan of conversion or, in lieu of a plan of conversion, a written declaration that:
(A) Identifies an address for an office of the converted entity where the plan of conversion is on file; and
(B) States that the converted entity will provide any owner with a copy of the plan of conversion upon request and at no cost.
(2) The conversion takes effect at the later of the date and time determined in accordance with ORS 63.011 or the date and time determined under the statutes that govern the business entity that is not a limited liability company. [1999 c.362 §34; 2001 c.315 §9; 2015 c.28 §3]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.481 - Merger.

(1) One or more business entities may merge into a limited liability company organized under this chapter if the merger is permitted by the statutes governing each other business entity that is a party to the merger, a plan of merger is approved by each business entity that is a party to the merger and articles of merger are filed. A limited liability company organized under this chapter may be merged into a business entity organized under the laws of this state or under the laws of another jurisdiction if:
(a) The merger is permitted by the laws of this state or by the laws of the other jurisdiction that govern the other business entity;
(b) A plan of merger is approved by each business entity that is a party to the merger;
(c) Articles of merger are filed in this state; and
(d) The limited liability company complies with any requirements imposed under the laws of this state and, if applicable, the laws of the other jurisdiction with respect to the merger.
(2) The plan of merger shall set forth:
(a) The name and type of each business entity planning to merge;
(b) The name and type of the business entity that will survive;
(c) A summary of the material terms and conditions of the merger;
(d) The manner and basis of converting the ownership interests of each owner into ownership interests or obligations of the surviving business entity or any other business entity, or into cash or other property in whole or in part; and
(e) If any party is a business entity other than a limited liability company, any additional information required for a merger by the statutes governing that business entity.
(3) The plan of merger may set forth:
(a) Amendments to the articles of organization of a limited liability company, if that company is the surviving business entity; and
(b) Other provisions relating to the merger. [1993 c.173 §90; 1999 c.362 §36; 2001 c.315 §17; 2003 c.80 §21]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.487 - Action on plan of merger.

(1) A plan of merger shall be approved by each business entity that is a party to the merger, as follows:
(a) In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement.
(b) In the case of a business entity other than a limited liability company, as provided by the statutes governing that business entity.
(2) After a merger is authorized, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights:
(a) By the limited liability company, without further action by the members, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the managers.
(b) By a party to the merger that is not a limited liability company, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1993 c.173 §91; 1999 c.362 §37]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.494 - Articles and plan of merger.

(1) After each business entity that is a party to a merger approves a plan of merger, the surviving business entity shall deliver to the office of the Secretary of State for filing:
(a) Articles of merger that set forth the name and type of each business entity that intends to merge and the name and type of the business entity that will survive the merger;
(b) A plan of merger or, in lieu of a plan of merger, a written declaration that:
(A) Identifies an address for an office of the surviving entity where the plan of merger is on file; and
(B) States that the surviving entity will provide any owner, member or shareholder of any constituent entity with a copy of the plan of merger upon request and at no cost; and
(c) A written declaration that states that each business entity that is a party to the merger duly authorized and approved the plan of merger in accordance with ORS 63.487.
(2) The merger takes effect on the later of the date and time determined in accordance with ORS 63.011 or the date and time determined under the statutes that govern any party to the merger that is a business entity other than a limited liability company. [1993 c.173 §92; 1999 c.362 §38; 2015 c.28 §4]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.621 - Dissolution.

A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following:
(1) Upon reaching the time for dissolution, if any, specified in the articles of organization.
(2) Upon the occurrence of events specified in the articles of organization or any operating agreement.
(3) By the vote or such other action of the members as provided in the articles of organization or any operating agreement or, if neither the articles of organization nor any operating agreement so provides, by the consent of all the members.
(4) At such time as the limited liability company has no members.
(5) Upon administrative dissolution by the Secretary of State under ORS 63.651.
(6) Upon entry of a judgment of judicial dissolution under ORS 63.671. [1993 c.173 §54; 1995 c.93 §18; 1997 c.646 §10; 2003 c.576 §327]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.625 - Distribution of assets upon dissolution.

Upon the winding up of a limited liability company, the assets shall be distributed as follows:
(1) To the extent permitted by law, to creditors, including members and former members who are creditors, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under ORS 63.200 or 63.249;
(2) Except as provided in the articles of organization or any operating agreement, to members and former members of the limited liability company in satisfaction of the limited liability company’s obligations for distributions due and owing under ORS 63.200 or 63.249; and
(3) Except as provided in the articles of organization or any operating agreement, to members of the limited liability company first for the return of their previously unreturned contributions and thereafter in the proportions in which the members share in profits. [1993 c.173 §59; 1997 c.646 §11]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.629 - Agency power of members and managers after dissolution.

(1) Except as provided in subsections (2) and (3) of this section, and except as otherwise provided in the articles of organization or any operating agreement, after dissolution of the limited liability company, each member of a member-managed limited liability company and each manager of a manager-managed limited liability company can bind the limited liability company:
(a) By any act or omission appropriate for winding up the limited liability company’s affairs or completing transactions unfinished at dissolution; and
(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have actual notice of the dissolution.
(2) An act or omission of a member or manager that would not be binding on the limited liability company pursuant to subsection (1) of this section is binding if it is otherwise authorized or ratified by the limited liability company.
(3) An act or omission of a member or manager that would be binding on the limited liability company under subsection (1) of this section or that otherwise would be authorized, but that is in contravention of a restriction on the authority of the member or manager shall not bind the limited liability company to persons having knowledge of the restriction. [1993 c.173 §61; 1995 c.93 §19; 1997 c.646 §12; 1999 c.86 §15]
2023 Oregon Revised Statutes › Volume : 02 - Business Organizations, Commercial Code › Chapter 063 - Limited Liability Companies › Section 63.631 - Articles of dissolution.

At any time following dissolution of the limited liability company, the limited liability company may deliver to the office of the Secretary of State articles of dissolution setting forth:
(1) The name of the limited liability company; and
(2) The date the dissolution occurred. [1993 c.173 §60; 1995 c.93 §20]