Fill and Sign the Oregon Dissolution Form

LIMITED LIABILITY COMPANY VOLUNTARY DISSOLUTION OREGON Electronic Version STATUTORY REFERENCE OREGON REVISED STATUTES, §§ 63.621 through 63.645 INTRODUCTORY NOTES AND LAW SUMMARY An Oregon Limited Liability Company (LLC) may be dissolved in three different ways: voluntarily, administratively, or judicially. This form packet addresses ONLY the voluntary dissolution of an Oregon LLC. A limited liability company is dissolved and its affairs must be wound up upon the first to occur of the following: 1. Upon reaching the time for dissolution, if any, specified in the articles of organization. 2. Upon the occurrence of events specified in the articles of organization or any operating agreement. 3. By the vote or such other action of the members as provided in the articles of organization or any operating agreement or, if neither the articles of organization nor any operating agreement so provides, by the consent of all the members. 4. At such time as the limited liability company has no members. 5. Upon administrative dissolution by the Secretary of State under ORS 63.651. 6. Upon entry of a decree of judicial dissolution under ORS 63.671. Upon the winding up of a limited liability company, the assets must be distributed as follows: 1. To the extent permitted by law, to creditors, including members and former members who are creditors, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members under ORS § 63.200 or § 63.249; 2. Except as provided in the articles of organization or any operating agreement, to members and former members of the limited liability company in satisfaction of the limited liability company's obligations for distributions due and owing under ORS § 63.200 or § 63.249; and 3. Except as provided in the articles of organization or any operating agreement, to members of the limited liability company first for the return of their previously unreturned contributions and thereafter in the proportions in which the members share in profits. Except as provided in ORS § 63.629(2) and § 63.629(3), 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: 1. By any act or omission appropriate for winding up the limited liability company's affairs or completing transactions unfinished at dissolution; and 2. 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. An act or omission of a member or manager that would not be binding on the limited liability company pursuant to ORS § 63.629(1) is binding if it is otherwise authorized or ratified by the limited liability company. An act or omission of a member or manager that would be binding on the limited liability company under ORS § 63.629(1) or that otherwise would be authorized, but that is in contravention of a restriction on the authority of the member or manager must not bind the limited liability company to persons having knowledge of the restriction. Articles of Dissolution may be filed with the Secretary of State at any time following dissolution of the limited liability company. A dissolved limited liability company continues its existence, but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs, including the actions specified in ORS § 60.637 for a dissolved corporation. The limitation on personal liability otherwise provided in this chapter for members and managers continues following dissolution for actions appropriate to the winding up and liquidation. Dissolution of a limited liability company does not: 1. Transfer title to the limited liability company's property; 2. Subject its members, managers or employees to standards of conduct different from those prescribed by statute; 3. Prevent commencement of a proceeding by or against the limited liability company in its limited liability company name; 4. Abate or suspend a proceeding by or against the limited liability company on the effective date of the dissolution; or 5. Terminate the authority of the registered agent of the limited liability company. Except as otherwise provided in the articles of organization or any operating agreement, the manager or managers or, if the articles of organization do not provide for managers, the members who have not wrongfully dissolved a limited liability company may wind up the limited liability company's affairs. However, the circuit court, upon cause shown, may wind up the limited liability company's affairs upon application of any member or the member's legal representative or assignee. A dissolved limited liability company may dispose of the known claims against it notifying its known claimants in writing of the dissolution at any time after the dissolution. The written notice must: 1. Describe information that must be included in a claim; 2. Provide a mailing address where a claim may be sent; 3. State the deadline (which may not be fewer than 120 days from the effective date of the written notice) by which the dissolved limited liability company must receive the claim; and 4. State that the claim will be barred if not received by the deadline. A claim against the dissolved limited liability company is barred: 1. If a claimant who is given written notice does not deliver the claim to the dissolved limited liability company by the deadline; or 2. If a claimant whose claim was rejected by the dissolved limited liability company does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice. A “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. A dissolved limited liability company which has filed Articles of Dissolution may also publish notice of its dissolution and request that persons with claims against the limited liability company present them in accordance with the notice. The notice must: 1. Be published one time in a newspaper of general circulation in the county where the dissolved limited liability company's principal office is located or, if the principal office is not in this state, where its registered office is or was last located; 2. Describe the information that must be included in a claim and provide a mailing address where the claim may be sent; and 3. State that a claim against the limited liability company will be barred unless a proceeding to enforce the claim is commenced within five years after the publication of the notice. If the dissolved limited liability company publishes a newspaper notice in accordance with the statutory provisions, the claim of each of the following claimants is barred unless the claimant commences a proceeding to enforce the claim against the dissolved limited liability company within five years after the publication date of the newspaper notice: 1. A claimant who did not receive written notice under ORS § 63.641; 2. A claimant whose claim was sent in a timely manner to the dissolved limited liability company but not acted on; or 3. A claimant whose claim is contingent or based on an event occurring after the effective date of dissolution. A claim against a dissolved limited liability company that is not barred under ORS § 63.641 or § 63.644 may be enforced Against the dissolved limited liability company to the extent of its undistributed assets; or if the assets have been distributed in liquidation, against each member of the dissolved limited liability company for the amount by which such member's liquidation distributions would have been reduced if the claim had been paid by the limited liability company. A member's total liability for claims may not exceed the total value of assets distributed to the member as of the date or dates of distribution, less any liability of the limited liability company paid on behalf of the limited liability company by that member after the date of the distribution. STEPS TO DISSOLVE AN OREGON LLC Step 1: SEE FORM 1 - RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION Step 2: SEE FORM 2 - ARTICLES OF DISSOLUTION This form must be typed or printed legibly in black ink. 1. Skip sections 1), 2), and 3) on the form. 2. 4) Provide the name of the LLC as it appears on the records of the Secretary of State. 3. Provide the effective date of dissolution. 4. Provide the printed name, the signature, and the tile of at least one member or manager authorized to execute the Articles of Dissolution on behalf of the LLC. 5. Provide a "contact" name and phone number. 6. The filing fee is $50.00. Add $5.00 to obtain an optional confirmation copy . 7. File the original and one copy of the Articles of Dissolution. Mail the original and one copy of the ARTICLES OF DISSOLUTION and the $50.00 filing fee (make check payable to Corporation Division) to: Secretary of State Corporation Division Public Service Building 255 Capitol St. NE, Suite 151 Salem, OR 97310-1327 Phone: (503) 986-2200 FAX: (503) 378-4381 A transmittal letter is included in this package for your use. SEE FORM A - TRANSMITTAL LETTER Step 3: Disposal of LLC claims - SEE INTRODUCTORY NOTES SEE FORM 3 - NOTICE TO KNOWN CLAIMANTS SEE FORM 4 - NOTICE OF ACCEPTANCE/REJECTION OF CLAIM SEE FORM 5 - NOTICE TO CLAIMANTS (PUBLICATION) Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Secretary of State Corporation Division Public Service Building 255 Capitol St. NE, Suite 151 Salem, OR 97310-1327 Re: __________________________ Dear Sir: Enclosed please find the original and one copy of a Articles of Dissolution for ______________________________________________, an Oregon limited liability company. Also enclosed is the filing fee of $50.00. Please file this document and provide a "filed" copy to me. Should you have any questions, or should I need to furnish further information, please feel free to contact me at the following address and telephone number: ___________________________ _____________________________________________________________________________ Thank you in advance for your assistance. Yours very truly, FORM 1 RESOLUTION OF MEMBERS CONSENTING TO DISSOLUTION RESOLUTION OF MEMBERS OF _________________________________________ AN OREGON LIMITED LIABILITY COMPANY The undersigned, being all the members of _______________________________________, an Oregon limited liability company, hereby resolve to dissolve and consent to the dissolution of the limited liability company. Dated this the ______ day of ______________________________, 20___. ____________________________________ Member ____________________________________ Member ____________________________________ Member FORM 2 ARTICLES OF DISSOLUTION Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/OR/OR-DissLLC.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 3 NOTICE TO CLAIMANTS NOTICE TO CLAIMANT You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, an Oregon limited liability company, filed Articles of Dissolution with the Secretary of State. You may be able to assert the following claim against the limited liability company (describe claim): ______________________________________________________________________________ ______________________________________________________________________________ Your claim is _____ NOT ADMITTED _____ ADMITTED IN THE AMOUNT OF $______________________ AS OF THE _____ DAY OF ______________, 20 _____. You have 120 days from the date of receipt of this Notice to submit your claim to the limited liability company. Claims must be sent to: __________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOU MUST MAIL CONFIRMATION OF YOUR CLAIM TO THE LIMITED LIABILITY COMPANY. YOUR CLAIM WILL BE BARRED IF IT IS NOT RECEIVED WITHIN 120 DAYS FROM THE DATE OF RECEIPT OF THIS NOTICE. Name of Limited liability company: ________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 4 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, an Oregon limited liability company, rejected all or part of the claim you submitted to the limited liability company. _____ ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ Name of Limited liability company: ________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 5 NOTICE TO CLAIMANTS (PUBLICATION) NOTICE TO CLAIMANTS You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________, an Oregon limited liability company, filed Articles of Dissolution with the Secretary of State. You may be able to assert the following a claim against the limited liability company (describe claim). If so, you must describe your claim in detail and send the claim to: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ YOU MUST MAIL YOUR CLAIM TO THE LIMITED LIABILITY COMPANY. YOUR CLAIM WILL BE BARRED IF A PROCEEDING TO ENFORCE THE CLAIM IS NOT COMMENCED WITHIN FIVE YEARS AFTER THE DATE OF THE PUBLICATION OF THIS NOTICE. Name of Limited liability company: ________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________