Oregon Law
Law as of Jan 1, 2024
Chapter contents
63.001Definitions 63.002Inclusion of limited liability companies and managers and members of limited liability companies in definitions 63.004Filing requirements 63.007Filing, service, copying and certification fees 63.010[Repealed by 1959 c.580 §104] 63.011Effective time and date of document 63.014Correcting filed document 63.016Forms; rules 63.017Filing duty of Secretary of State 63.020[Repealed by 1959 c.580 §104] 63.021Appeal from Secretary of State’s refusal to file document 63.024Evidentiary effect of copy of filed document 63.027Certificate of existence or authorization 63.030[Repealed by 1959 c.580 §104] 63.031Powers 63.032Investigations of violations of chapter; confidentiality; penalties; administrative dissolution; rules 63.034Knowledge and notice 63.040[Repealed by 1959 c.580 §104] 63.044Formation 63.047Articles of organization 63.050[Repealed by 1959 c.580 §104] 63.051Organization 63.054Liability for preorganization transactions 63.057Operating agreements 63.060[Repealed by 1959 c.580 §104] 63.070[Repealed by 1959 c.580 §104] 63.074Purposes; prohibition on illegal purposes 63.077General powers 63.094Limited liability company name 63.097Reserved name 63.101Registered name 63.110[Repealed by 1959 c.580 §104] 63.111Registered office and registered agent 63.114Change of registered office or registered agent 63.117Resignation of registered agent 63.121Service on limited liability company 63.130Rights of members and managers; matters requiring consent of all or majority of members 63.135[1993 c.173 §29; repealed by 1999 c.86 §23] 63.140Agency power of managers and members; interest in real property 63.145[1993 c.173 §31; repealed by 1999 c.86 §23] 63.150[1993 c.173 §32; 1995 c.93 §6; repealed by 1999 c.86 §23] 63.155Duties and standard of conduct 63.160Limitation of liability and indemnification 63.165Liability of members and managers 63.170Liability of limited liability company for acts, omissions or conduct of member or manager 63.175Contributions 63.180Liability for contributions 63.185Allocation of profits and losses 63.195Allocation of interim distributions 63.200Right to interim distributions 63.205Voluntary withdrawal of member 63.209Expulsion of member 63.210[1959 c.660 §1; repealed by 1981 c.68 §1] 63.215[1993 c.173 §43; 1995 c.93 §11; repealed by 1997 c.646 §18] 63.219Distribution in kind 63.220[1959 c.660 §2; repealed by 1981 c.68 §1] 63.225Right to distribution 63.229Limitations on distribution 63.230[1959 c.660 §3; repealed by 1981 c.68 §1] 63.235Liability for wrongful distribution 63.239Nature of membership interest 63.240[1959 c.660 §4; repealed by 1981 c.68 §1] 63.245Admission of members 63.249Assignment of membership interest; effect of assignment 63.250[1959 c.660 §5; repealed by 1981 c.68 §1] 63.255Rights of assignee who becomes member 63.259Rights of judgment creditor against member 63.260[1959 c.660 §6; repealed by 1981 c.68 §1] 63.265Cessation of membership 63.270[1959 c.660 §8; repealed by 1981 c.68 §1] 63.280[1959 c.660 §7; 1967 c.359 §675; repealed by 1981 c.68 §1] 63.290[1959 c.660 §9; repealed by 1981 c.68 §1] 63.300[1959 c.660 §10; repealed by 1981 c.68 §1] 63.310[1959 c.660 §11; repealed by 1981 c.68 §1] 63.320[1959 c.660 §12; repealed by 1981 c.68 §1] 63.330[1959 c.660 §13; repealed by 1981 c.68 §1] 63.340[1959 c.660 §15; repealed by 1981 c.68 §1] 63.350[1959 c.660 §16; repealed by 1981 c.68 §1] 63.431Operating agreement 63.434Amendment to articles of organization 63.437Restated articles of organization 63.441Amendment by managers 63.444Amendment by members 63.467Definitions for ORS 63.467 to 63.497 63.470Conversion 63.473Action on plan of conversion 63.476Articles and plan of conversion 63.479Effect of conversion; entity existence continues; assumed business name 63.481Merger 63.487Action on plan of merger 63.494Articles and plan of merger 63.497Effect of merger 63.501[1993 c.173 §94; repealed by 1999 c.362 §67] 63.621Dissolution 63.625Distribution of assets upon dissolution 63.629Agency power of members and managers after dissolution 63.631Articles of dissolution 63.637Effect of dissolution; winding up 63.641Known claims against dissolved limited liability company 63.644Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company 63.645Enforcement of claims against dissolved limited liability company 63.647Grounds for administrative dissolution 63.651Procedure; effect of administrative dissolution 63.654Reinstatement following administrative dissolution 63.657Appeal from denial of reinstatement 63.661Grounds for judicial dissolution; finding that limited liability company is shell entity; prima facie showing by Attorney General; effects; affirmative defenses 63.664Procedure for judicial dissolution 63.671Judgment of dissolution 63.674Deposit with State Treasurer 63.701Authority to transact business required 63.704Consequences of transacting business without authority 63.707Application for authority to transact business 63.711Amendment to application for authority 63.714Effect of authority 63.717Name of foreign limited liability company 63.721Registered office and registered agent of foreign limited liability company 63.724Change of registered office or registered agent of foreign limited liability company 63.727Resignation of registered agent of a foreign limited liability company 63.731Service on a foreign limited liability company 63.734Withdrawal of foreign limited liability company 63.737Grounds for revocation 63.741Procedure for and effect of revocation 63.744Appeal from revocation 63.747Reinstatement of authority 63.771Limited liability company records 63.777Scope of inspection right 63.781Court-ordered inspection 63.784Certain expense reports to members 63.787Annual report; updates; rules 63.801Derivative proceedings 63.810Taxation of limited liability companies and members 63.951Short title 63.955Interstate application 63.960Applicability of chapter to practice of dentistry 63.965Reservation of power to amend or repeal; effect of amendment or repeal 63.990Penalty for signing false document 63.992Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action

Chapter 63 — Limited Liability Companies

ORS 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.

Official sources · 2Tap to view provenance and version history

Online copy of the published ORS edition

Provenance

Version history

Prior statutory text is not available in the ingested published editions. Consult an earlier official ORS edition or the cited Oregon Laws chapter.