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Oregon · Through 2025 Edition

ORS 63.255: Rights of assignee who becomes member.

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Where this section sits in the code
  1. 02 - Business Organizations, Commercial Code
  2. 7. Corporations and Partnerships
  3. Chapter 63 — Limited Liability Companies

(1) An assignee who becomes a member as to the assigned interest has the rights and powers, and is subject to the restrictions and liabilities, of a member under this chapter, the articles of organization and any operating agreement. An assignee who becomes a member also is liable for any obligations of the assignee’s assignor to make contributions under ORS 63.180. However, the assignee is not obligated merely by becoming a member for any other liabilities for which the assignor was liable that were unknown to the assignee at the time the assignee became a member and that could not be ascertained from the articles of organization.

      (2) Whether or not an assignee of a membership interest becomes a member, the assignor is not released from the assignor’s liability to the limited liability company to make contributions under ORS 63.180.

Collected 2026-09-03T23:50:10Z. Source file · JSON

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