Oregon § 63.629 Agency power of members and managers after dissolution

Oregon Statutes

§ 63.629 — Agency power of members and managers after dissolution

Oregon § 63.629

Vol.2

Title 7Corporations and Partnerships

Ch. 63Limited Liability Companies

This text of Oregon § 63.629 (Agency power of members and managers after dissolution) is published on Counsel Stack Legal Research, covering Oregon primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Or. Rev. Stat. § 63.629 (2026).

Text

(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:

(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 limi

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(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:
(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.