Oregon Statutes 63.629 – Agency power of members and managers after dissolution
(1) Except as provided in subsections (2) and (3) of this section, and except as otherwise provided in the articles of organization or any operating agreement, after dissolution of the limited liability company, each member of a member-managed limited liability company and each manager of a manager-managed limited liability company can bind the limited liability company:
Terms Used In Oregon Statutes 63.629
- 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
- 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
- Party: includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding. See Oregon Statutes 63.001
(a) By any act or omission appropriate for winding up the limited liability company’s affairs or completing transactions unfinished at dissolution; and
(b) By any transaction that would have bound the limited liability company if it had not been dissolved, if the other party to the transaction does not have actual notice of the dissolution.
(2) An act or omission of a member or manager that would not be binding on the limited liability company pursuant to subsection (1) of this section is binding if it is otherwise authorized or ratified by the limited liability company.
(3) An act or omission of a member or manager that would be binding on the limited liability company under subsection (1) of this section or that otherwise would be authorized, but that is in contravention of a restriction on the authority of the member or manager shall not bind the limited liability company to persons having knowledge of the restriction. [1993 c.173 § 61; 1995 c.93 § 19; 1997 c.646 § 12; 1999 c.86 § 15]