Relating to limited liability companies.
SB 164 creates the Oregon Limited Liability Company Act and substantially rewrites Oregon’s LLC law. The bill modernizes and reorganizes the rules governing LLC formation, governance, operations, member and manager duties, records, service of process, dissolution, mergers, conversions, domestications, foreign LLC registration, and related enforcement. It also updates terminology and procedures to reflect current business practices, including electronic records and filings, and it adds detailed provisions on operating agreements, fiduciary duties, distributions, charging orders, derivative actions, and appraisal rights in entity transactions.
The measure replaces the existing LLC statutory framework with a new, more comprehensive structure and makes conforming changes across many other Oregon statutes. It amends Secretary of State filing and enforcement provisions, annual report requirements, name rules, service-of-process rules, contempt provisions, and filing fees, while also adding criminal penalties for signing a false document for filing. The bill is designed to apply immediately to new LLCs and certain transactions, with a later operative date for broader application to existing LLCs under section 127/128.
The general sentiment reflected in the available legislative history is favorable. The Senate committee voted 6-0 to do pass with amendments and to refer the measure to Ways and Means, indicating unanimous support at that stage and no recorded opposition in the provided materials. The bill was printed as an A-engrossed version, which also suggests it had already been amended and advanced through committee review.
There is little direct evidence of controversy in the provided record, but the bill’s breadth suggests the main points of concern would likely involve the scope of the rewrite, the transition from existing LLC law to the new act, and the administrative and compliance burdens on businesses and the Secretary of State. Provisions that may draw attention include the expanded filing and disclosure requirements, the Secretary of State’s investigative and dissolution powers, the new false-document misdemeanor, and the delayed operative date for applying the new framework to all existing LLCs. The bill also contains detailed rules on fiduciary duties, member rights, and transaction approvals, which could be areas of technical debate even though no specific objections appear in the transcript material provided.
SB 164 would repeal and replace Oregon’s current LLC chapter with a new Oregon Limited Liability Company Act, while also amending numerous cross-referenced statutes to align with the new framework. It changes how LLCs are formed, managed, dissolved, merged, converted, domesticated, and registered in Oregon, and it updates Secretary of State filing, notice, and enforcement procedures. The bill affects domestic and foreign LLCs, their members and managers, transferees, creditors, and third parties dealing with LLCs, and it creates new compliance obligations and remedies, including administrative dissolution, reinstatement, and penalties for false filings.
The available voting history shows strong support: the Senate committee approved the bill 6-0 with amendments and requested referral to Ways and Means. No committee testimony or recorded opposition is included in the materials provided, so the overall sentiment appears positive and procedural rather than contentious. The amended, engrossed form indicates the measure was refined in committee before advancing.
No specific points of contention are documented in the provided transcripts, but the bill’s comprehensive overhaul of LLC law could raise concerns about transition costs, implementation complexity, and the effect on existing operating agreements and entity structures. Potentially sensitive provisions include the Secretary of State’s authority to investigate and dissolve entities, the new misdemeanor for signing false documents, the detailed fiduciary-duty rules, and the delayed applicability of the new act to existing LLCs. These issues would most likely be the focus of any debate, though no named opponents or disputed amendments are shown in the record provided.