Oregon Statutes 63.265 – Cessation of membership
Except as otherwise provided in the articles of organization or any operating agreement:
Terms Used In Oregon Statutes 63.265
- Articles of organization: means the document described in ORS § 63. See Oregon Statutes 63.001
- Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
- Incompetency: means the entry of a judgment by a court of competent jurisdiction adjudicating the member incompetent to manage the member's person or estate. See Oregon Statutes 63.001
- Member: means a person with both an ownership interest in a limited liability company and all the rights and obligations of a member specified under this chapter. See Oregon Statutes 63.001
- Membership interest: means a member's collective rights in a limited liability company, including the member's share of profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets and any right to vote or participate in management. See Oregon Statutes 63.001
- Operating agreement: means any valid agreement, written or oral, of the member or members as to the affairs of a limited liability company and the conduct of the limited liability company's business. See Oregon Statutes 63.001
(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]
[1959 c.660 § 8; repealed by 1981 c.68 § 1]
[1959 c.660 § 7; 1967 c.359 § 675; repealed by 1981 c.68 § 1]
[1959 c.660 § 9; repealed by 1981 c.68 § 1]
[1959 c.660 § 10; repealed by 1981 c.68 § 1]
[1959 c.660 § 11; repealed by 1981 c.68 § 1]
[1959 c.660 § 12; repealed by 1981 c.68 § 1]
[1959 c.660 § 13; repealed by 1981 c.68 § 1]
[1959 c.660 § 15; repealed by 1981 c.68 § 1]
[1959 c.660 § 16; repealed by 1981 c.68 § 1]
AMENDMENT OF ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT