Oregon Statutes 63.992 – Liability for certain actions in connection with operation of shell entity; actions as false claim; enforcement by civil action
(1) A member, manager, employee or agent of a shell entity is liable for damages to a person that suffers an ascertainable loss of money or property as a result of the member, manager, employee or agent:
Terms Used In Oregon Statutes 63.992
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Entity: means a domestic or foreign limited liability company, corporation, professional corporation, foreign corporation, domestic or foreign nonprofit corporation, domestic or foreign cooperative corporation, profit or nonprofit unincorporated association, business trust, domestic or foreign general or limited partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government or any foreign government. See Oregon Statutes 63.001
- 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
- Person: means an individual or entity. See Oregon Statutes 63.001
- public notice: means any legal publication which requires an affidavit of publication as required in ORS § 193. See Oregon Statutes 174.104
- Shell entity: means an entity that has the characteristics described in ORS § 63. See Oregon Statutes 63.001
(a) Making, issuing, delivering or publishing, or participating in making, issuing, delivering or publishing, a prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document concerning the shell entity or the shell entity’s shares, assets, liabilities, capital, dividends, earnings, accounts or business operations that the member, manager, employee or agent knows is false in any material respect;
(b) Making an entry or causing another person to make an entry in a shell entity’s books, records, minutes or accounts that the member, manager, employee or agent knows is false in any material respect; or
(c) Removing, erasing, altering or canceling, or causing another person to remove, erase, alter or cancel, an entry in a shell entity’s books, records, minutes or accounts if by means of the removal, erasure, alteration or cancellation the member, manager, employee or agent intends to deceive another person.
(2) A member, manager, employee or agent of a shell entity that engages in any of the actions described in subsection (1) of this section in a submission to, or an interaction with, a public agency, as defined in ORS § 180.750, makes a false claim and is subject to a civil action as provided in ORS § 180.750 to 180.785. [2017 c.705 § 6]