Oregon Statutes 63.644 – Unknown claims against dissolved limited liability company; use of insurance assets of dissolved company
(1) 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.
Terms Used In Oregon Statutes 63.644
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Manager: means a person, not necessarily a member, that the members of a manager-managed limited liability company designate to manage the limited liability company's business and affairs. See Oregon Statutes 63.001
- Person: means an individual or entity. See Oregon Statutes 63.001
- Principal office: means the physical street address of an office, in or out of this state, where the principal executive offices of a domestic or foreign limited liability company are located and designated in the annual report or in the application for authority to transact business in this state. See Oregon Statutes 63.001
- Proceeding: means any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigatory and whether formal or informal. See Oregon Statutes 63.001
- Service of process: The service of writs or summonses to the appropriate party.
- Summons: Another word for subpoena used by the criminal justice system.
(2) The notice must:
(a) Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company’s principal office is located or, if the principal office is not in this state, where the dissolved limited liability company’s registered office is or was last located;
(b) Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and
(c) State that, except as provided in subsection (4) of this section, a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice.
(3) If a dissolved limited liability company publishes a newspaper notice in accordance with subsection (2) of this section, the claim of each of the following claimants is barred, except as provided in subsection (4) of this section, unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within five years after the publication date of the newspaper notice:
(a) A claimant who did not receive written notice under ORS § 63.641;
(b) A claimant whose claim was sent in a timely manner to the dissolved limited liability company but not acted on; or
(c) A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(4)(a) A claim against a dissolved limited liability company that may be satisfied, in whole or in part, by insurance assets held by, on behalf of or for the benefit of the dissolved limited liability company, including any rights, benefits or proceeds arising or derived from the insurance assets, is not subject to the time limitation set forth in subsection (3) of this section, but is subject to other applicable statutes of limitation. A claimant that brings a claim after the time limitation set forth in subsection (3) of this section may not recover from the dissolved limited liability company more than the rights, benefits or proceeds available from the insurance assets.
(b) Notwithstanding ORS § 63.121, a claimant may serve a summons or other process upon a dissolved limited liability company for a claim described in paragraph (a) of this subsection by delivering the summons or process to a manager or officer of the dissolved limited liability company, to a person that has charge of the dissolved limited liability company’s assets or, if the claimant cannot locate the manager, officer or person, to any agent who was authorized to accept service of process immediately before the limited liability company dissolved.
(c) If a claimant states in an affidavit to a circuit court of this state that the claimant cannot after due diligence locate any of the persons described in paragraph (b) of this subsection, the court may provide in an order that the claimant may serve process upon the dissolved limited liability company by personally delivering the service, together with a copy of the court’s order, to the office of the Secretary of State. Service delivered as provided in this paragraph is complete on the 10th day after the delivery. [1993 c.173 § 57; 2021 c.221 § 3; 2023 c.9 § 2]