Oregon Revised Statutes Chapter 63 § 63.001 — Definitions

Definitions. As used in this chapter: (1) “Anniversary” means the day each year that is exactly one or more years after: (a) The date on which the Secretary of State files the articles of organization for a domestic limited liability company. (b) The date on which the Secretary of State files a foreign limited liability company’s application for authority to transact business in this state. (2) “Articles of organization” means the document described in ORS 63.047 that forms a limited liability company, including articles of organization as the articles of organization may be amended or restated, articles of conversion and articles of merger. (3) “Bankruptcy” means: (a) A member’s assignment for the benefit of creditors; (b) A member’s commencement of a voluntary bankruptcy case; (c) Adjudication of a member as bankrupt or insolvent; (d) A member’s filing of a petition or answer to seek for the member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or rule; (e) A member’s filing of an answer or other pleading that admits or fails to contest the material allegations of a petition filed against the member in a bankruptcy procedure; (f) Seeking, consenting to or acquiescing in the appointment of a trustee, receiver or liquidator of the member or of all or any substantial part of the member’s properties; (g) A commencement of an involuntary bankruptcy case against a member that has not been dismissed on or before the 120th day after the commencement of the case; (h) An appointment, without the member’s consent, of a trustee, receiver or liquidator either of the member or of all or any substantial part of the member’s properties that is not vacated or stayed on or before the 90th day after the appointment; or (i) An appointment described in paragraph (h) of this subsection that is not vacated on or before the 90th day after the stay described in paragraph (h) of this subsection expires. (4) “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. (5) “Corporation” or “domestic corporation” means a corporation for profit that is incorporated under ORS chapter 60. (6) “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. (7) “Domestic nonprofit corporation” means a corporation not for profit that is incorporated under ORS chapter 65. (8) “Domestic professional corporation” means a corporation that is organized under ORS chapter 58 for the purpose of rendering professional services and for the purposes provided under ORS chapter 58. (9) “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. (10) “Foreign corporation” means a corporation for profit that is incorporated under laws other than the laws of the state. (11) “Foreign limited liability company” means an entity that is an unincorporated association organized under laws other than the laws of the state and that is organized under a statute under which an association may be formed that affords to each of the entity’s members limited liability with respect to the liabilities of the entity. (12) “Foreign limited partnership” means a limited partnership formed under laws other than the laws of the state and that has as partners one or more general partners and one or more limited partners. (13) “Foreign nonprofit corporation” means a corporation not for profit that is organized under laws other than the laws of the state. (14) “Foreign professional corporation” means a professional corporation that is organized under laws other than the laws of the state. (15) “Incompetency” means the entry of a judgment by a court of competent jurisdiction adjudicating the member incompetent to manage the member’s person or estate. (16) “Individual” means a natural person. (17) “Limited liability company” or “domestic limited li