Oregon Statutes 63.219 – Distribution in kind
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Except as provided in the articles of organization or any operating agreement:
Terms Used In Oregon Statutes 63.219
- Articles of organization: means the document described in ORS § 63. See Oregon Statutes 63.001
- Contribution: means anything of value that a person contributes to the limited liability company as a prerequisite for or in connection with membership including cash, property or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services. See Oregon Statutes 63.001
- Distribution: means a direct or indirect transfer of money or other property, except of a limited liability company's own interests, or a limited liability company's incurrence of indebtedness to or for the benefit of the limited liability company's members in respect of a member's interests, whether in the form of a declaration or payment of profits, a purchase, retirement or other acquisition of interests, a distribution of indebtedness, or otherwise. 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
- 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) No member, regardless of the nature of the member’s contribution, has any right to demand and receive any distribution from a limited liability company in any form other than cash; and
(2) No member may be compelled to accept a distribution of any asset in kind from a limited liability company to the extent that the percentage of the asset distributed to the member exceeds a percentage of that asset that is equal to the percentage in which the member shares in operating or liquidating distributions, as the case may be, from the limited liability company. [1993 c.173 § 44]
[1959 c.660 § 2; repealed by 1981 c.68 § 1]