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OREGON LEGAL INFORMATION
LLC Links -- Forms and Statutes
- Oregon Secretary of State's office, home page for business formation
- Oregon Search for name availability
- Oregon Articles of Organization for an LLC (pdf)
- Oregon Articles of Organization for an LLC (doc)
- Filing Fee: $50.
- Name: The name of the limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC." A limited liability company name shall not contain the word or abbreviation "cooperative," "corporation," "corp.," "incorporated," "Inc.," "limited partnership," "L.P.," "LP," "Ltd.," "limited liability partnership," "L.L.P.," "LLP" or "partnership" or any derivation of any of the foregoing.
- Oregon Statutes relative to Limited Liability Companies
Selected Oregon Statutes--LLC
- 63.074 Purposes. (1) Except as otherwise provided by the laws of this state and in this section, a limited liability company formed under this chapter may conduct or promote any lawful business or purpose which a partnership, corporation or professional corporation as defined in ORS 58.015 may conduct or promote, unless a more limited purpose is set forth in the articles of organization.
- 63.094 Limited liability company name.
(1) The name of the limited liability company shall contain the words "limited liability company" or the abbreviation "L.L.C." or "LLC."
(2) A limited liability company name shall not contain the word or abbreviation "cooperative," "corporation," "corp.," "incorporated," "Inc.," "limited partnership," "L.P.," "LP," "Ltd.," "limited liability partnership," "L.L.P.," "LLP" or "partnership" or any derivation of any of the foregoing.
(3) A limited liability company name shall be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation.
(4) A limited liability company name shall be distinguishable upon the records of the office from any other limited liability company name, corporate name, professional corporate name, nonprofit corporate name, cooperative name, limited partnership name, business trust name, reserved name, registered corporate name or assumed business name of active record with the office.
- 63.205 Voluntary withdrawal of member.
(1) 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 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.
- 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.
Last Updated: 7/2/2008
Library of Informational Legal Articles
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