Oregon Revised Statutes
As used in this chapter: “Anniversary” means the day each year that is exactly one or more years after: The date on which the Secretary of State files the articles of organization for a domestic limited liability company. The date on which the Secretary of State files a foreign limited liability company’s application for authority to transact business in …
Unless the context otherwise requires, throughout Oregon Revised Statutes: Wherever the term “person” is defined to include both a corporation and a partnership, the term “person” shall also include a limited liability company. Wherever a section of Oregon Revised Statutes applies to both “partners” and “directors,” the section shall also apply: In a limi…
For the Secretary of State to file a document under this chapter, the document must: Satisfy the requirements set forth in this section and any other requirements in this chapter that supplement or modify the requirements set forth in this section. Be a type of document that this chapter or another law requires or permits a person to file with the Secretar…
The Secretary of State shall collect the fees described in ORS 56.140 for each document delivered for filing under this chapter and for process served on the secretary under this chapter. The secretary may collect the fees described in ORS 56.140 for copying any public record under this chapter, certifying the copy or certifying to other facts of record unde…
Except as provided in subsection (2) of this section and ORS 63.014 (3), a document accepted for filing is effective on the date it is filed by the Secretary of State and at the time, if any, specified in the document as its effective time or at 12:01 a.m. on that date if no effective time is specified. If a document specifies a delayed effective time and d…
A domestic or foreign limited liability company may correct a document filed by the Secretary of State, other than an annual report, if the document contains an incorrect statement or was defectively executed, attested, sealed, verified or acknowledged. A domestic or foreign limited liability company shall correct a document by delivering articles of correc…
Upon request, the Secretary of State may furnish forms for documents required or permitted to be filed by this chapter. The Secretary of State may by rule require the use of the forms.
If a document delivered to the Office of the Secretary of State for filing satisfies the requirements of ORS 63.004, the Secretary of State shall file the document. The Secretary of State files a document by indicating on the document that the Secretary of State filed the document, along with the date of filing. Except as provided in ORS 63.114, 63.117, 63.…
If the Secretary of State refuses to file a document delivered to the office for filing, the domestic or foreign limited liability company, in addition to any other legal remedy which may be available, shall have the right to appeal from such order pursuant to the provisions of ORS chapter 183.
A certificate attached to a copy of a document filed by the Secretary of State, bearing the Secretary of State’s signature, which may be in facsimile, is conclusive evidence that the document or a facsimile thereof is on file with the office. The provisions of ORS 56.110 shall apply to all documents filed pursuant to this chapter.
Anyone may apply to the Secretary of State to furnish a certificate of existence for a domestic limited liability company or a certificate of authorization for a foreign limited liability company. A certificate of existence or authorization when issued means that: The domestic limited liability company’s name or the foreign limited liability company’s name…
(Secretary of State)
The Secretary of State has the power reasonably necessary to perform the duties required of the Secretary of State by this chapter.
The Secretary of State may investigate an alleged or potential violation of this chapter and, in the course of the investigation or in response to a request from a law enforcement agency, may order a limited liability company to: Prepare and submit to the Secretary of State within 30 days the list described in ORS 63.771 (1)(a); and Answer within 30 days a…
A person knows a fact if the person has actual knowledge of it. A person has notice of a fact if the person: Knows of it; Has received a notification of it; or Has reason to know it exists from all the facts known to the person at the time in question. A person notifies or gives notification to another by taking steps reasonably required to inform the o…
ORGANIZATION
One or more individuals 18 years of age or older or other entities may form a limited liability company by executing and delivering articles of organization to the office for filing. Organizers need not be members of the limited liability company.
Articles of organization must set forth: The name of the limited liability company, which must satisfy the requirements of ORS 63.094; The address, including street and number, and mailing address, if different, of the limited liability company’s initial registered office and the name of the initial registered agent at the office; A mailing address to whi…
Unless a delayed effective date is specified in the articles of organization, the limited liability company’s existence begins when the articles of organization are filed by the Secretary of State. The Secretary of State’s filing of the articles of organization is conclusive proof that all conditions precedent to organization were satisfied except in a proc…
All persons purporting to act as or on behalf of a limited liability company, knowing the limited liability company was not then in existence, are jointly and severally liable for all liabilities created while so acting.
The operating agreement, if any, may provide for the regulation and management of the affairs of the limited liability company in any manner not inconsistent with law or the articles of organization and may be in writing or oral.
PURPOSES AND POWERS
Except as otherwise provided by the laws of the state and in this section, a limited liability company formed under this chapter may conduct or promote any lawful business or purpose that a partnership, corporation or professional corporation as defined in ORS 58.015 may conduct or promote, unless the articles of organization set forth a more limited purpose…
Unless its articles of organization provide otherwise, the duration of a limited liability company shall be perpetual. Unless its articles of organization provide otherwise, and subject to the provisions of ORS 63.074 (2), each limited liability company organized under this chapter may: Sue and be sued, and complain and defend in all courts in its own name…
The name of a limited liability company must contain the words “limited liability company” or the abbreviation “L.L.C.” or “LLC.” A limited liability company name may not contain the word or abbreviation “cooperative,” “corporation,” “corp.,” “incorporated,” “Inc.,” “limited partnership,” “L.P.,” “LP,” “Ltd.,” “limited liability partnership,” “L.L.P.” or “L…
A person may apply to the office to reserve a limited liability company name. The application must set forth the name and address of the applicant and the name proposed to be reserved. If the Secretary of State finds that the limited liability company name applied for conforms to ORS 63.094, the Secretary of State shall reserve the name for the applicant fo…
A foreign limited liability company may apply to the office to register its name. The application must set forth the limited liability company name, the state or country of its organization, the date of its organization and a brief description of the nature of the business in which it is engaged and a statement that it is not carrying on or doing business i…
OFFICE AND AGENT
A limited liability company shall continuously maintain in this state a registered agent and registered office that may be, but need not be, the same as any of the limited liability company’s places of business. The registered office must be located at a physical street address where process may be personally served on the registered agent. The registered of…
A limited liability company may change its registered office or registered agent by delivering to the office of the Secretary of State for filing a statement of change that sets forth: The name of the limited liability company; If the registered office is to be changed, the address including street and number of the new registered office; If the registere…
A registered agent may resign as agent upon delivering a signed statement to the office and giving notice in the form of a copy of the statement to the limited liability company. The statement may include a statement that the registered office is also discontinued. Upon delivery of the signed statement, the Secretary of State shall file the resignation stat…
The registered agent appointed by a limited liability company shall be an agent of the limited liability company upon whom any process, notice or demand required or permitted by law to be served upon the limited liability company may be served. The Secretary of State shall be an agent of a limited liability company including a dissolved limited liability co…
In a member-managed limited liability company, unless otherwise provided in the articles of organization or any operating agreement: Each member has equal rights in the management and conduct of the limited liability company’s business; and Except as otherwise provided in subsection (3) of this section, any matter relating to the business of the limited li…
Subject to subsections (2) and (3) of this section: 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 t…
The only fiduciary duties a member owes to a member-managed limited liability company and its other members are the duty of loyalty and the duty of care set forth in subsections (2) and (3) of this section. A member’s duty of loyalty to a member-managed limited liability company and its other members includes the following: To account to the limited liabil…
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…
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 me…
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. FINANCES
The contributions of a member to the limited liability company may consist of cash, property, services rendered, a promissory note or other obligation to contribute cash or property or to perform services.
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. 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…
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. If neither the articles of organization nor any operating agreement provides for an allocation of profits and losses, then profits and losses shall be all…
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 p…
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…
A member may voluntarily withdraw from a limited liability company: At the time or upon the occurrence of events specified in the articles of organization or any operating agreement; or 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 may be expelled from a limited liability company: In accordance with a written provision in the articles of organization or any operating agreement; or 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: The member has been gu…
Except as provided in the articles of organization or any operating agreement: 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 No member may be compelled to accept a distribution of any asset in kind from a limited liabil…
When a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution.
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: The limited liability company would be able to pay its debts as they become due in the ordi…
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 co…
A membership interest is personal property. A member is not a co-owner of and has no interest in specific limited liability company property.
A person becomes a member of a limited liability company on the later of: The date the initial articles of organization are filed; or The date stated in the records of the limited liability company as the date the person becomes a member. After the filing of the limited liability company’s initial articles of organization, a person may be admitted as a me…
Except as provided in the articles of organization or any operating agreement: A membership interest is assignable in whole or in part. An assignment of a membership interest does not itself dissolve the limited liability company. Until the assignee of a membership interest becomes a member with respect to the interest, the assignee shall have the assigno…
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.…
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…
Except as otherwise provided in the articles of organization or any operating agreement: 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. Except as otherwise provided in paragraph (b) of this subs…
AMENDMENT OF ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT
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. The power to adopt, alter, amend or repeal an operating agreement of a limited liability company shall be vested in the members of the lim…
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 o…
The managers of a manager-managed limited liability company may restate its articles of organization at any time with or without member action. 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. A limited liabil…
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: Delete the names and addresses of the initial managers, if named in the initial articles of organization; Delete the name and address of the ini…
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 co…
As used in ORS 63.467 to 63.497: “Business entity” means: Any of the following for-profit entities: A professional corporation organized under ORS chapter 58, predecessor law or comparable law of another jurisdiction; A corporation organized under ORS chapter 60, predecessor law or comparable law of another jurisdiction; A limited liability company orga…
A business entity may be converted to a limited liability company organized under this chapter. 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. A business entity may perform a conversion de…
A plan of conversion shall be approved as follows: 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. In the case of a business entity other than a limited liability company, as provided by the statutes governing that business entity. A…
After the owners approve a conversion, the converting business entity shall: 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 File a plan of conversion or, in lieu of a plan of conversion, a written declaration that: Ide…
When a conversion to or from a limited liability company pursuant to ORS 63.470 takes effect: The business entity continues its existence despite the conversion; Title to all real estate and other property owned by the converting business entity is vested in the converted business entity without reversion or impairment; All obligations of the converting b…
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 or…
A plan of merger shall be approved by each business entity that is a party to the merger, as follows: 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. In the case of a business entity other than a limited liability company, as provided…
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: 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; A plan …
When a merger involving a limited liability company takes effect: Every other business entity that is a party to the merger merges into the surviving business entity, and the separate existence of every other party ceases; Title to all real estate and other property owned by each of the business entities that were parties to the merger is vested in the sur…
DISSOLUTION (Generally)
A limited liability company is dissolved and its affairs shall be wound up upon the first to occur of the following: Upon reaching the time for dissolution, if any, specified in the articles of organization. Upon the occurrence of events specified in the articles of organization or any operating agreement. By the vote or such other action of the members a…
Upon the winding up of a limited liability company, the assets shall be distributed as follows: 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; Except as provid…
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…
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: The name of the limited liability company; and The date the dissolution occurred.
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 c…
A dissolved limited liability company may dispose of the known claims against it by the procedure described in this section. 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: Describe information that must be included in a claim; Provide a mail…
A dissolved limited liability company that has filed articles of dissolution in accordance with ORS 63.631 may publish notice of the limited liability company’s dissolution and request that persons with claims against the limited liability company present the claims in accordance with the notice. The notice must: Be published one time in a newspaper of gen…
A claim against a dissolved limited liability company that is not barred under ORS 63.641 or 63.644 may be enforced: 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…
The Secretary of State may commence a proceeding under ORS 63.651 to administratively dissolve a limited liability company if: The limited liability company does not pay when due any fees imposed by this chapter; The limited liability company does not deliver the limited liability company’s annual report to the Secretary of State when due; The limited lia…
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. If the limited liability company does not correct each ground for dissolution or demonstrate to the reasonable satisfaction of th…
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: State the name of the limited liability company and the effective date of the limited liability company’s administrative dissolution; a…
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. The limited liability company may appeal the denial of the reinstatement pursuant to the provision…
A circuit court may dissolve a limited liability company: In a proceeding by the Attorney General if the court finds that: The limited liability company filed articles of organization with fraudulent intent, with fraudulent information or in a manner that otherwise indicates fraud; The limited liability company has continued to exceed or abuse the authori…
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 loca…
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 s…
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 …
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. The following activities, among others, do not constitute transacting business within the meaning of subsection (1) of this section: Maintaining, defending or settling any proceeding. Holding meetings of the managers…
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. The successor to a foreign limited liability company that transacted business in this …
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: 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, a…
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: Its name as shown on the records of the office; or The period of its duration. The amendment to the application for authority to transact bu…
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. 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 …
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. The name of the foreign limited liability company must contain a word or abbreviation required by…
Each foreign limited liability company authorized to transact business in this state must continuously maintain in this state: A registered office that may be, but need not be, the same as any of its places of business; and A registered agent who may be: An individual who resides in this state and whose business office is identical to the registered offic…
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: The name of the foreign limited liability company; If the registered office is to be changed, the street address, inclu…
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. Upon the delivery of the sign…
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. The Secretary of State shall be an agent of a foreign limited liability company upon…
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: The name of the foreign limited liability company and the name of the state or country under whose law it is organized; That it is not transacting b…
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: 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; The foreign limited…
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. If the foreign limited liability company does not correct each…
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.
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: State the name of the foreign limited liability company and the effective date its authority was revoked; and State that the ground or grounds for…
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 current list of the full name and last-known business, residence or mailing address of each member and manager, both past and present. A copy of the articles of organization and all amend…
A member’s agent or attorney has the same inspection and copying rights as the member. The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic or other means. The limited liability company may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided t…
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 …
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.
A domestic limited liability company, and a foreign limited liability company authorized to transact business in this state, shall by the limited liability company’s anniversary deliver to the office of the Secretary of State for filing an annual report that sets forth: The name of the limited liability company and the state or country under whose law the l…
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. Except as otherwise provided in wr…
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 inco…
This chapter shall be known and may be cited as the “Oregon Limited Liability Company Act.”
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.
Nothing in this chapter is intended to supersede the provisions of ORS 679.020.
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. The amendment or repeal of a statute in this chapter does not affect: The operation of the statute or any action taken under the statute before its amendment or rep…
A person commits the crime of signing a false document for filing if the person: Knows the document is false in any material respect; and Signs the document with an intent that the document be delivered to the office of the Secretary of State for filing under this chapter. Signing a false document for filing is a Class A misdemeanor.
A member, manager, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the member, manager, employee or agent: Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financia…