Oregon Statutes 63.737 – Grounds for revocation
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:
Terms Used In Oregon Statutes 63.737
- Foreign limited liability company: means an entity that is an unincorporated association organized under laws other than the laws of the state and that is organized under a statute under which an association may be formed that affords to each of the entity's members limited liability with respect to the liabilities of the entity. See Oregon Statutes 63.001
- 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
- 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
- Organizer: means one of the signers of the initial articles of organization. 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
(1) 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;
(2) The foreign limited liability company does not pay within the time prescribed by this chapter any fees imposed by this chapter;
(3) The foreign limited liability company fails to comply with an order from the Secretary of State under ORS § 63.032 (1);
(4) The foreign limited liability company has failed to appoint or maintain a registered agent or registered office in this state as prescribed by this chapter;
(5) The foreign limited liability company does not inform the Secretary of State under ORS § 63.724 or 63.727 that the limited liability company’s registered agent or registered office has changed, that the registered agent has resigned or that the registered office has been discontinued;
(6) An organizer, manager, member or agent of the foreign limited liability company signed a document knowing the document was false in any material respect with intent that the document be delivered to the office for filing;
(7) The foreign limited liability company no longer satisfies the requirements of ORS § 63.714 (3);
(8) The Secretary of State receives a duly authenticated certificate from the official having custody of the limited liability company records in the state or country under whose law the foreign limited liability company is organized stating that the foreign limited liability company has been dissolved or has ceased to exist as the result of a merger or other reorganization transaction; or
(9) The period of duration of the foreign limited liability company expires. [1993 c.173 § 86; 2017 c.705 § 25]