Oregon Statutes 63.140 – Agency power of managers and members; interest in real property
(1) Subject to subsections (2) and (3) of this section:
Terms Used In Oregon Statutes 63.140
- Articles of organization: means the document described in ORS § 63. 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
- Manager-managed limited liability company: means a limited liability company that is designated as a manager-managed limited liability company in the limited liability company's articles of organization or the articles of organization of which otherwise expressly provide that a manager will manage the limited liability company. 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
- Member-managed limited liability company: means a limited liability company other than a manager-managed limited liability company. See Oregon Statutes 63.001
- Person: means an individual or entity. See Oregon Statutes 63.001
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
(a) Each member is an agent of the limited liability company for the purpose of its business, and an act of a member, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing knew or had notice that the member lacked authority.
(b) An act of a member that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized by the other members.
(2) Subject to subsection (3) of this section, in a manager-managed limited liability company:
(a) A member is not an agent of the limited liability company for the purpose of its business solely by reason of being a member. Each manager is an agent of the limited liability company for the purpose of its business, and an act of a manager, including the signing of an instrument in the limited liability company’s name, for apparently carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing knew or had notice that the manager lacked authority.
(b) An act of a manager that is not apparently for carrying on in the ordinary course the business of the limited liability company, or business of the kind carried on by the limited liability company, binds the limited liability company only if the act was authorized under ORS § 63.130.
(3) Unless the articles of organization limit their authority, any member of a member-managed limited liability company or manager of a manager-managed limited liability company may sign and deliver any instrument transferring or affecting the limited liability company’s interest in real property. The instrument is conclusive in favor of a person who gives value without knowledge of the lack of the authority of the person signing and delivering the instrument. [1993 c.173 § 30; 1999 c.86 § 5]
[1993 c.173 § 31; repealed by 1999 c.86 § 23]
[1993 c.173 § 32; 1995 c.93 § 6; repealed by 1999 c.86 § 23]