Oregon Statutes 63.165 – Liability of members and managers
(1) The debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the limited liability company. A member or manager is not personally liable for a debt, obligation or liability of the limited liability company solely by reason of being or acting as a member or manager.
Terms Used In Oregon Statutes 63.165
- Contract: A legal written agreement that becomes binding when signed.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Tort: A civil wrong or breach of a duty to another person, as outlined by law. A very common tort is negligent operation of a motor vehicle that results in property damage and personal injury in an automobile accident.
(2) The failure of a limited liability company to observe the usual limited liability company formalities or requirements relating to the exercise of its limited liability company powers or management of its business is not a ground for imposing personal liability on the members or managers for liabilities of the limited liability company. [1993 c.173 § 35; 1999 c.86 § 10]